EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Hudbay Minerals Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

Unaudited Condensed Consolidated Interim Financial Statements
(In US dollars)

HUDBAY MINERALS INC.

For the three and six months ended June 30, 2019 and 2018

1



HUDBAY MINERALS INC.
Condensed Consolidated Interim Balance Sheets
(Unaudited and in thousands of US dollars)

        Jun. 30,     Dec. 31,  
  Note     2019     2018  
Assets                
Current assets                
     Cash and cash equivalents     $ 489,527   $  515,497  
     Trade and other receivables 7     85,835     117,153  
     Inventories 8     147,840     118,474  
     Prepaid expenses and other current assets       14,337     8,894  
     Other financial assets 9     10,404     10,366  
     Taxes receivable       6,422     2,008  
        754,365     772,392  
Receivables 7     19,325     39,121  
Inventories 8     20,566     19,476  
Other financial assets 9     13,964     15,159  
Intangible assets - computer software       4,383     4,162  
Property, plant and equipment 10     3,903,264     3,819,812  
Deferred tax assets 17b     22,071     15,513  
      $ 4,737,938   $  4,685,635  
Liabilities                
Current liabilities                
     Trade and other payables     $ 177,127   $  171,952  
     Taxes payable       2,447     5,508  
     Other liabilities 11     24,070     30,551  
     Other financial liabilities 12     14,850     12,425  
     Lease liabilities 13     26,799     20,472  
     Deferred revenue 15     80,994     86,256  
        326,287     327,164  
Other financial liabilities 12     46,727     18,771  
Lease liabilities 13     54,743     53,763  
Long term debt 14     977,196     981,030  
Deferred revenue 15     495,633     479,822  
Provisions 16     238,762     204,648  
Pension obligations       20,896     23,863  
Other employee benefits       115,714     93,628  
Deferred tax liabilities 17b     331,261     324,090  
        2,607,219     2,506,779  
Equity                
Share capital 18b     1,777,340     1,777,340  
Reserves       (19,874 )   (41,254 )
Retained earnings       373,253     442,770  
        2,130,719     2,178,856  
      $ 4,737,938   $  4,685,635  

Commitments (note 20)

1



HUDBAY MINERALS INC.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited and in thousands of US dollars)

        Three months ended     Six months ended  
              June 30,           June 30,  
  Note     2019     2018     2019     2018  
Cash generated from operating activities:                            
(Loss) profit for the period     $ (54,145 ) $  24,673    $ (67,562 ) $  66,118  
Tax expense 17a     10,214     25,124     5,518     56,782  
Items not affecting cash:                            
     Depreciation and amortization 6b     91,739     83,703     169,422     164,399  
     Share-based payment (recoveries) expenses 6c     (1,875 )   (1,883)     3,468     (3,448)
     Finance expense, net 6e     35,354     35,430     77,805     72,356  
     Change in fair value of derivatives 6e     894     (1,840 )   (3,707 )   (4,471 )
     Amortization of deferred revenue 15     (21,297 )   (17,562 )   (30,809 )   (43,498 )
     Change in taxes receivable/payable, net 21a     (113 )   (2,360 )   3,799     (10,802 )
     Unrealized gain on warrants 6e         (1,105 )       (6,662 )
     Loss (gain) on investments 6e     2,639     2,084     1,848     4,124  
     Pension and other employee benefit payments, net of accruals       903     (1,586 )   1,746     (1,443 )
     Write down of UCM receivable 6d     25,978         25,978      
     Other and foreign exchange       (3,062 )   (6,139 )   (2,098 )   (8,643 )
Taxes paid       (6,083 )   (6,904 )   (14,668 )   (21,384 )
Operating cash flow before change in non-cash working capital       81,146     131,635     170,740     263,428  
Change in non-cash working capital 21a     25,863     (34,595 )   (2,032 )   (35,024 )
        107,009     97,040     168,708     228,404  
Cash used in investing activities:                            
     Acquisition of property, plant and equipment       (50,028 )   (40,129 )   (92,311 )   (86,572 )
     Net purchase of investments                   (388 )
     Acquisition of subsidiary, net of cash acquired 5     (44,688 )       (44,688 )    
     Change in restricted cash       1,637         2,374     206  
     Net interest received       2,198     954     4,481     1,605  
        (90,881 )   (39,175 )   (130,144 )   (85,149 )
Cash used in financing activities:                            
     Interest paid on long-term debt               (37,375 )   (37,375 )
     Financing costs       (4,709 )   (6,324 )   (10,183 )   (10,554 )
     Lease payments       (7,380 )   (5,190 )   (14,829 )   (10,228 )
     Share issuance costs                     (70 )
     Dividends paid 18b             (1,955 )   (2,026 )
        (12,089 )   (11,514)   (64,342)   (60,253)
Effect of movement in exchange rates on cash and cash equivalents       (379 )   429     (192 )   75  
Net increase (decrease) in cash and cash equivalents       3,660     46,780     (25,970 )   83,077  
Cash and cash equivalents, beginning of the period       485,867     392,796     515,497     356,499  
Cash and cash equivalents, end of the period     $ 489,527   $  439,576    $ 489,527   $  439,576  

For supplemental information, see note 21.

2



HUDBAY MINERALS INC.
Condensed Consolidated Interim Income Statements
(Unaudited and in thousands of US dollars)

          Three months ended     Six months ended  
                June 30,           June 30,  
    Note     2019     2018     2019     2018  
Revenue   6a   $  329,414   $  371,288   $  621,672   $  757,944  
Cost of sales                              
     Mine operating costs         195,077     195,275     358,393     380,552  
     Depreciation and amortization   6b     91,194     83,552     168,325     164,160  
          286,271     278,827     526,718     544,712  
Gross profit         43,143     92,461     94,954     213,232  
Selling and administrative expenses         10,422     6,104     25,323     11,819  
Exploration and evaluation expenses         7,935     7,455     13,343     14,797  
Other operating expenses   6d     28,909     210     40,606     8,059  
Results from operating activities         (4,123 )   78,692     15,682     178,557  
Finance income   6e     (2,321 )   (1,978 )   (4,899 )   (3,356 )
Finance expenses   6e     37,675     37,408     82,704     75,712  
Other finance loss (gains)   6e     4,454     (6,535 )   (79 )   (16,699 )
Net finance expense         39,808     28,895     77,726     55,657  
                               
(Loss) profit before tax         (43,931 )   49,797     (62,044 )   122,900  
Tax expense (recovery)   17a     10,214     25,124     5,518     56,782  
(Loss) profit for the period       $  (54,145 ) $  24,673   $  (67,562 ) $  66,118  
                               
(Loss) earnings per share                              
     Basic and diluted       $  (0.21 ) $  0.09   $  (0.26 ) $  0.25  
                               
Weighted average number of common shares outstanding:                    
     Basic and Diluted         261,272,151     261,271,188     261,272,151     261,271,188  

3



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

    Three months ended     Six months ended  
          June 30,           June 30,  
    2019     2018     2019     2018  
(Loss) profit for the period $  (54,145 ) $  24,673   $  (67,562  $ 66,118  
                         
Other comprehensive income (loss):                        
Item that will be reclassified subsequently to profit or loss:                    
         Recognized directly in equity:                        
           Net exchange gain (loss) on translation of foreign currency balances   3,690     (5,915 )   7,458     (13,940 )
    3,690     (5,915 )   7,458     (13,940 )
                         
Items that will not be reclassified subsequently to profit or loss:                        
         Recognized directly in equity:                        
           Remeasurement - actuarial (loss) gain   (5,625 )   6,330     (11,341 )   8,347  
           Tax effect   (75 )   (2,225 )   (715 )   (2,590 )
    (5,700 )   4,105     (12,056 )   5,757  
                         
Other comprehensive loss net of tax, for the period   (2,010 )   (1,810 )   (4,598 )   (8,183 )
                         
Total comprehensive (loss) income for the period $  (56,155 ) $  22,863   $  (72,160 )  $ 57,935  

4



HUDBAY MINERALS INC.
Condensed Consolidated Interim Statements of Changes in Equity
(Unaudited and in thousands of US dollars)

    Share capital     Other capital     Foreign currency     Remeasurement              
    (note 18 )   reserves     translation reserve     reserve     Retained earnings     Total equity  
                                     
Balance, January 1, 2018 $  1,777,409   $  28,837   $  12,552   $  (67,852 ) $  361,399   $  2,112,345  
Profit                   66,118     66,118  
Other comprehensive (loss) income           (13,940 )   5,757         (8,183 )
Total comprehensive (loss) income           (13,940 )   5,757     66,118     57,935  
Contributions by and distributions to owners:                                    
     Stock options exercised   (70 )                   (70 )
     Dividends (note 18b)                   (2,026 )   (2,026 )
Total contributions by and distributions to owners   (70 )               (2,026 )   (2,096 )
                                     
Balance, June 30, 2018 $  1,777,339   $  28,837   $  (1,388 ) $  (62,095 ) $  425,491   $  2,168,184  
Profit                   19,298     19,298  
Other comprehensive (loss) income           (10,431 )   3,823         (6,608 )
Total comprehensive (loss) income           (10,431 )   3,823     19,298     12,690  
Contributions by and distributions to owners:                                    
     Share issue costs, net of tax (note 18b)   (10 )                   (10 )
     Warrants exercised (note 18b)   11                     11  
     Dividends (note 18b)                   (2,019 )   (2,019 )
Total contributions by and distributions to owners   1                 (2,019 )   (2,018 )
                                     
Balance, December 31, 2018 $  1,777,340   $  28,837   $  (11,819 ) $  (58,272 ) $  442,770   $  2,178,856  

5



HUDBAY MINERALS INC.
Condensed Consolidated Interim Statements of Changes in Equity
(Unaudited and in thousands of US dollars)

    Share capital     Other capital     Foreign currency     Remeasurement              
    (note 18 )   reserves     translation reserve     reserve     Retained earnings     Total equity  
Balance, January 1, 2019 $  1,777,340   $  28,837   $  (11,819 ) $  (58,272 ) $  442,770   $  2,178,856  
Loss                   (67,562 )   (67,562 )
Other comprehensive income (loss)           7,458     (12,056 )       (4,598 )
Total comprehensive income (loss)           7,458     (12,056 )   (67,562 )   (72,160 )
Dilution of Partner's interest in Rosemont (note 5)         25,978                       25,978  
Contributions by and distributions to owners:                                    
     Dividends (note 18b)                   (1,955 )   (1,955 )
    Total contributions by and distributions to owners                   (1,955 )   (1,955 )
                                     
Balance, June 30, 2019 $  1,777,340   $  54,815   $  (4,361 ) $  (70,328 ) $  373,253   $  2,130,719  

6



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

1.

Reporting entity

     

Hudbay Minerals Inc. ("HMI" or the "Company") was amalgamated under the Canada Business Corporations Act on January 1, 2017.

     

The address of the Company's principal executive office is 25 York Street, Suite 800, Toronto, Ontario. The unaudited condensed consolidated interim financial statements ("interim financial statements") of the Company for the three and six months ended June 30, 2019 and 2018 represent the financial position and the financial performance of the Company and its subsidiaries (together referred to as the “Group” or “Hudbay” and individually as “Group entities”).

     

Wholly owned subsidiaries as at June 30, 2019 include HudBay Marketing & Sales Inc. (“HMS”), HudBay Peru Inc., HudBay Peru S.A.C. ("Hudbay Peru"), HudBay (BVI) Inc., Hudbay Arizona Inc, Rosemont Copper Company (“Rosemont”) and Mason Resources (US) Inc ("Mason").

     

Hudbay is an integrated mining company primarily producing copper concentrate (containing copper, gold and silver), molybdenum concentrate and zinc metal. With assets in North and South America, the Group is focused on the discovery, production and marketing of base and precious metals. Directly and through its subsidiaries, Hudbay owns three polymetallic mines, four ore concentrators and a zinc production facility in northern Manitoba and Saskatchewan (Canada) and Cusco (Peru) and copper projects in Arizona and Nevada (United States). The Group also has equity investments in a number of junior exploration companies. The Company is governed by the Canada Business Corporations Act and its shares are listed under the symbol "HBM" on the Toronto Stock Exchange, New York Stock Exchange and Bolsa de Valores de Lima.

     
2.

Basis of preparation

     
(a)

Statement of compliance:

     

These interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB") and do not include all of the information required for full annual financial statements by International Financial Reporting Standards ("IFRS").

     

These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2018 which includes information necessary or useful to understanding the Company’s business and financial statement presentation. In particular, the Company’s significant accounting policies are presented as note 3 in the audited consolidated financial statements for the year ended December 31, 2018 and have been consistently applied in the preparation of these interim financial statements, except as noted below.

     

As a result of the application of IFRS 16, Leases ("IFRS 16"), the Group has adopted the relevant accounting policies. Refer to note 3 for further information.

     

The Board of Directors approved these interim financial statements on August 8, 2019.

7



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

  (b)

Functional and presentation currency:

     
 

The Group's interim financial statements are presented in US dollars, which is the Company’s and all material subsidiaries' functional currency, except the Company’s Manitoba business unit, which has a functional currency of Canadian dollars. All values are rounded to the nearest thousand ($000) except where otherwise indicated.

     
  (c)

Use of judgements:

     
 

The preparation of the interim financial statements in conformity with IFRS requires the Group to make judgements, apart from those involving estimations, in applying accounting policies that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements, as well as reported amounts of revenue and expenses during the reporting period.

     
 

The interim financial statements reflect the judgements outlined by the Group in its audited consolidated financial statements for the year ended December 31, 2018.

     
  (d)

Use of estimates and assumptions:

     
 

The preparation of the interim financial statements in conformity with IFRS requires the Group to make estimates and assumptions that affect the application of accounting policies, reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results may differ from these estimates.

     
 

The interim financial statements reflect the estimates outlined by the Group in its audited consolidated financial statements for the year ended December 31, 2018.


3.

Significant accounting policies

   

These interim financial statements reflect the accounting policies applied by the Group in its audited consolidated financial statements for the year ended December 31, 2018 and comparative periods. As a result of the application of IFRS 16, Leases (“IFRS 16”), the Group has adopted the relevant accounting policies as recast below.

8



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

  (a) Property, plant and equipment
       
   (i)

 Depreciation rates of major categories of assets:


  Capital works in progress - not depreciated
  Mining properties - unit-of-production
  Mining assets - unit-of-production
  Plant and Equipment  
    Equipment - straight-line over 1 to 21 years
    Other plant assets - straight-line over 1 to 21 years / unit-of-production
    Right-of-use assets - straight-line over term of lease

The Group reviews its depreciation methods, remaining useful lives and residual values at least annually and accounts for changes in estimates prospectively.

  (b)

Leases

         
 

The Group has applied IFRS 16 using the modified retrospective approach. The impact of the changes are disclosed in Note 4.

         
 

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The group assesses the following criteria in the determination of whether a contract conveys the right to control the use of an identified asset:

 

The contract involves the use of an identified asset - this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has substantive substitution rights, then the asset is not identified;

 

The Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

 

The Group has the right to direct the use of the asset by means of decision making rights that are most relevant to changing how and for what purpose the asset is used. In the case where decisions about the assets purpose is predetermined, the Group is determined to have the right to direct the use of the asset if either:

 

The Group has the right to operate the asset; or

 

The Group designed the asset in a way that predetermines how and for what purpose it will be used.

The Group has applied this approach to contracts entered into or changed on or after January 1, 2019. The Group’s approach to other contracts is explained in Note 4.

The Group recognizes a right-of-use ("ROU") asset and lease liability at the lease commencement date. The initial measurement of the ROU asset is on a present value basis. This is based on the calculated lease liability plus any initial direct costs incurred, an estimate of removal or restoration costs, and any payments made prior to commencement of the lease less any lease incentives received.

9



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

The right of use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is measured at the present value of the lease payments that are yet to be paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be easily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise fixed payments including in-substance fixed payments and variable payments that depend on an index or rate, amounts expected to be payable under a residual value guarantee and the additional costs the Group reasonably expects to incur due to purchase options, extension options and termination options reasonably expected to be exercised.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in the expected future cash flows of a leasing contract either due to a change in index or rate, or due to a change in terms of the contract. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset is zero.

The Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component for lease contracts of all asset classes.

The Group has elected not to recognise ROU assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

The Group does not enter into transactions where the Group acts as a lessor.

The incremental borrowing rates used for new ROU leases as at January 1, 2019 and going forward which are required to incorporate assessments of asset specific attributes such as quality and location are a key management judgements.

4.

New standards

   

New standards and interpretations adopted


  (a)

IFRS 16, Leases (“IFRS 16”)

     
 

In January 2016, the IASB issued this standard which is effective for periods beginning on or after January 1, 2019, replaces the current guidance in IAS 17, Leases (“IAS 17”), and is to be applied either retrospectively or using a modified retrospective approach. Under IAS 17, lessees were required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). IFRS 16 now requires lessees to recognize a lease liability reflective of future lease payments and a “right-of-use asset” for virtually all lease contracts, which has caused, with limited exceptions, most leases to be recorded on balance sheet.

10



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

The Group has selected the modified retrospective approach. Therefore, the cumulative effect of adopting IFRS 16 has been recognized as an adjustment to the January 1, 2019 balance for property, plant and equipment and lease liabilities. There was no retained earnings impact. The Group applied the practical expedient to grandfather the definition of a lease on transition. This means that it will apply IFRS 16 to all contracts entered into before January 1, 2019 and identified as leases in accordance with IAS 17 and IFRIC 4.

On the transition date of January 1, 2019, former operating leases have been recognized on the consolidated balance sheet, which has increased liabilities and property, plant and equipment balances. As a result of recognizing the former operating leases, this has reduced cost of sales, as previously recorded operating lease expense has been replaced by depreciation expense and finance expense.

11



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

  (b)

Lease standard adopted - Impact Summary

Condensed Consolidated Interim Balance Sheet

                Revised opening  
    As reported           balance, January 1,  
    December 31, 2018     Adjustment     2019  
Property, plant & equipment, net                  
book value $  3,819,812    $ 14,980    $ 3,834,792  
Lease Liability (current)   20,472     4,949     25,421  
                   
Lease Liability (non-current)   53,763     10,031     63,794  

On transition to IFRS 16, the Group recognized an additional $14,980 of right of use assets and lease liabilities. When measuring lease liabilities, the Group discounted lease payments using the incremental borrowing rate at January 1, 2019. The range of interest rates utilized for discounting varies depending mostly on the Hudbay Group entity acting as lessee and duration of the lease; rates ranged from 1.95% to 5.13%, per annum.

For the transition to IFRS 16, effective January 1, 2019, for previous operating leases which were not capitalized, the lease liability is initially measured at the present value of the future lease payments discounted using the Company’s incremental borrowing rate. Subsequently, the lease liability is adjusted for interest and lease payments, as well as the impact of lease modifications, amongst others. Since the Company elected not to apply the general requirements of IFRS 16 to short-term leases (i.e. one that does not include a purchase option and has a lease term at commencement date of 12 months or less) and leases of low value assets, the Company recognizes the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis if that basis is representative of the pattern of the lessee’s benefits, similar to the previous accounting for operating leases.

The Group used the following practical expedients when applying IFRS 16 to leases previously classified as operating leases under IAS 17:

Applied a single discount rate to a portfolio of leases with similar characteristics using a risk adjusted rate
Adjusted the right of use assets by the amount of IAS 37 onerous contract provision immediately before the date of initial application, as an alternative to an impairment review
Applied the exemption to not recognize right of use assets and liabilities for leases with less than 12 months of lease term
  Excluded initial direct costs from measuring the right of use asset at the date of initial application
Used hindsight when determining the lease term if the contract contains options to extend or terminate a lease

12



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

Change in opening lease liability balances:

    Jan. 1, 2019  
Total minimum lease payments - lease liabilities, Dec, 31, 2018 $  78,174  
Newly capitalized leases, IFRS 16 (Note 4b)   17,708  
Total minimum lease payments - lease liabilities, Jan. 1, 2019   95,882  
Effect of discounting   (6,667 )
Present value of minimum lease payments   89,215  
Less: current portion   (25,421 )
  $  63,794  

Reconciliation of operating leases in IAS 17 to IFRS 16:

Operating lease commitments, Dec. 31, 2018 $  63,448  
Less: short term leases - expedient   (3,663 )
Less: low value leases - expedient   (10 )
Less: variable consideration leases1   (46,120 )
Add: inclusion of non–lease components (election) and expected term extensions   4,053  
Lease commitments - capitalizable leases, Jan. 1, 2019   17,708  
Effect of discounting   (2,728 )
Newly capitalized leases at January 1, 2019 $  14,980  

1 Variable consideration leases include equipment used for heavy civil works at Constancia.

New standards and interpretations not yet adopted

  (c)

Amendment to IFRS 3 - Business Combinations

     
 

The amendment to IFRS 3 clarifies the definition of a business and includes an optional concentration test to determine whether an acquired set of activities and assets is a business. This amendment is in effect January 1, 2020 with early adoption permitted. The Group has not yet determined the effect of adoption of this amendment on its consolidated financial statements.


5.

Acquisition of remaining interest in the Rosemont project

   

In March 2019, the Company entered into an agreement with United Copper & Moly LLC (“UCM”) to purchase UCM’s remaining 7.95% interest in the Rosemont project, and to terminate all of UCM’s remaining earn-in and off-take rights. The acquisition was completed on April 25, 2019.

13



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

Upfront cash consideration of $45,000 was paid on April 25, 2019, and the Company also committed to pay three annual installments of $10,000 per year, commencing July 1, 2022.

To facilitate an orderly acquisition of UCM’s interest in Rosemont, the Group, immediately prior to closing the acquisition, agreed to release UCM from repayment obligations under an intercompany Rosemont project loan in exchange for an increase in equity interest in Rosemont. As a result, the loan receivable balance of $25,978 was written off. The Group recognized the loss on the loan receivable in the income statement (refer to Note 6d). In addition, in order to recognize previously unfunded contributions to the Rosemont Project due from UCM, the Group recognized an increase to other capital reserves, a component of shareholder's equity.

The acquisition provides Hudbay with 100% ownership of Rosemont, allowing greater strategic flexibility with respect to capital structure and project financing alternatives. In exchange for acquiring the percentage ownership not already owned by Hudbay, the Group paid:

       
Cash $  45,000  
Present value of future cash installments   23,557  
Total consideration $  68,557  

As part of the increase in ownership of the Rosemont Project, Hudbay acquired and assumed the following assets and liabilities, which represent the fair value of the assets and liabilities not already owned by Hudbay:

       
       
Current assets $  343  
Non-current assets   68,904  
Liabilities   (690 )
Net assets acquired $  68,557  

For the six months ended June 30, 2019, transactions costs totalling $1,096 were expensed and included within selling & administrative.

14



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

6.

Revenue and expenses

   
  (a) Revenue

The Group’s revenue by significant product types:

    Three months ended     Six months ended  
          June 30,           June 30,  
    2019     2018     2019     2018  
Copper $  205,341 $     242,767   $  407,634 $     499,638  
Zinc   71,561     93,323     138,767     184,246  
Gold   42,269     41,583     70,753     78,190  
Silver   19,757     19,046     46,375     41,222  
Molybdenum   11,252         17,584     3,305  
Other   1,444     1,451     2,510     2,365  
    351,624     398,170     683,623     808,966  
Variable consideration adjustments 1           (16,295 )   155  
Pricing and volume adjustments 2   (270 )   (4,554 )   (3,573 )   (4,746 )
    351,354     393,616     663,755     804,375  
Treatment and refining charges   (21,940 )   (22,328 )   (42,083 )   (46,431 )
  $  329,414 $     371,288   $  621,672 $     757,944  

1See note 15.
2
Pricing and volume adjustments represent mark-to-market adjustments on initial estimate of provisionally priced sales, realized and unrealized changes to fair value for non-hedge derivative contracts and adjustments to originally invoiced weights and assays.

  (b)

Depreciation and amortization

Depreciation of property, plant and equipment and amortization of intangible assets are reflected in the condensed consolidated interim income statements as follows:

    Three months ended     Six months ended  
          June 30,           June 30,  
    2019     2018     2019     2018  
Cost of sales $  91,194 $     83,552   $  168,325 $     164,160  
Selling and administrative expenses   545     151     1,097     239  
  $  91,739 $     83,703   $  169,422 $     164,399  

15



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

  (c)

Share-based payment expenses (recoveries)

Share-based payment expenses (recoveries) are reflected in the condensed consolidated interim income statements as follows:

    Cash-settled     Total share-  
                based  
    RSUs     DSUs     payment expense  
                   
Three months ended June 30, 2019                  
     Cost of sales $  (62 ) $  —   $  (62 )
     Selling and administrative   (306 )   (1,477 )   (1,783 )
     Other operating   (30 )       (30 )
  $  (398 ) $  (1,477 ) $  (1,875 )
Six months ended June 30, 2019                  
     Cost of sales $  365   $  —   $  365  
     Selling and administrative   1,886     996     2,882  
     Other operating   221         221  
  $  2,472   $  996   $  3,468  
Three months ended June 30, 2018                  
     Cost of sales $  (86 ) $  —   $  (86 )
     Selling and administrative   (837 )   (856 )   (1,693 )
     Other operating   (104 )       (104 )
  $  (1,027 ) $  (856 ) $  (1,883 )
Six months ended June 30, 2018                  
     Cost of sales $  (69 ) $  —   $  (69 )
     Selling and administrative   (1,423 )   (1,825 )   (3,248 )
     Other operating   (131 )       (131 )
  $  (1,623 ) $  (1,825 ) $  (3,448 )

  (d)

Other operating expenses


    Three months ended     Six months ended  
          June 30,           June 30,  
    2019     2018     2019     2018  
Write down of UCM receivable (note 5) $  25,978   $  —   $  25,978   $  —  
Regional costs   724     1,152     1,940     1,913  
Pampacancha delivery obligation           7,499     7,218  
Other expense (income)   2,207     (942 )   5,189     (1,072 )
  $  28,909   $  210   $  40,606   $  8,059  

16



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

During the first quarter of 2019, the Group recognized an obligation to deliver additional precious metal credits to Wheaton Precious Metals (“Wheaton”) as a result of the Group’s expectation that mining at the Pampacancha deposit will not begin until 2020. The obligation is to be paid in four quarterly installments, the first to be paid on March 31, 2020.

A similar obligation was recorded in the first quarter of 2018, as a result of the Pampacancha deposit not being mined in 2018.

  (e)

Finance income and expenses


    Three months ended     Six months ended  
          June 30,           June 30,  
    2019     2018     2019     2018  
Finance income $  (2,321 )  $ (1,978 )  $ (4,899 )  $ (3,356 )
Finance expenses                        
Interest expense on long-term debt   19,562     19,196     39,091     38,714  
Accretion on financial liabilities at amortized cost   294     313     594     627  
Finance costs on deferred revenue (note 15)   15,915     16,137     37,884     32,319  
Unwinding of discounts on provisions   1,113     1,157     2,298     2,276  
Withholding taxes   2,078     2,364     4,268     4,701  
Other finance expense   2,010     1,534     5,161     3,659  
    40,972     40,701     89,296     82,296  
Interest capitalized   (3,297 )   (3,293 )   (6,592 )   (6,584 )
    37,675     37,408     82,704     75,712  
Other finance losses (gains)                        
Net foreign exchange losses (gains)   921     (5,674 )   1,780     (9,690 )
Change in fair value of financial assets and liabilities at fair value through profit or loss:                        
     Hudbay warrants       (1,105 )       (6,662 )
     Embedded derivatives   894     (1,840 )   (3,707 )   (4,471 )
     Investments   2,639     2,084     1,848     4,124  
    4,454     (6,535 )   (79 )   (16,699 )
                         
Net finance expense $  39,808    $ 28,895    $ 77,726    $ 55,657  

Interest expense related to certain long-term debt has been capitalized to the Rosemont project until commercial production is reached.

Other finance expense relates primarily to fees on the Group’s revolving credit facilities and capitalized leases.

17



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

7.

Trade and other receivables


    Jun. 30, 2019     Dec. 31, 2018  
Current            
Trade receivables $  64,676   $  102,112  
Statutory receivables   10,282     12,764  
Other receivables   10,877     2,277  
    85,835     117,153  
Non-current            
Taxes receivable   17,742     17,199  
Receivable from joint venture partners (note 5)       20,404  
Other receivables   1,583     1,518  
    19,325     39,121  
  $  105,160   $  156,274  

As at June 30, 2019, $8,500 (December 31, 2018 - $11,670) of the current statutory receivables related to refundable sales taxes in Peru that Hudbay Peru has paid on capital expenditures and operating expenses.

8.

Inventories


    Jun. 30, 2019     Dec. 31, 2018  
Current            
Stockpile $  13,133   $  5,463  
Work in progress   10,103     1,762  
Finished goods   74,611     62,546  
Materials and supplies   49,993     48,703  
    147,840     118,474  
Non-current            
Stockpile   14,849     14,730  
Materials and supplies   5,717     4,746  
    20,566     19,476  
  $  168,406   $  137,950  

The cost of inventories recognized as an expense, including depreciation, and included in cost of sales amounted to $260,639 and $475,153 for the three and six months ended June 30, 2019 (three and six months ended June 30, 2018 - $249,801 and $481,092).

18



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

9.

Other financial assets


    Jun. 30, 2019     Dec. 31, 2018  
Current            
Derivative assets $  9,040   $  6,628  
Restricted cash   1,364     3,738  
    10,404     10,366  
             
Non-current            
Investments at fair value through profit or loss   13,964     15,159  
  $  24,368   $  25,525  

Investments at fair value through profit or loss consist of securities in Canadian metals and mining companies, all of which are publicly traded. The change in investments at fair value through profit or loss is mostly attributed to fluctuations in market price and foreign exchange impact.

19



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

10.

Property, plant and equipment


          Accumulated        
          depreciation        
          and     Carrying  
Jun. 30, 2019   Cost     amortization     amount  
Exploration and evaluation assets $  53,160   $  —    $ 53,160  
Capital works in progress   1,005,971         1,005,971  
Mining properties   2,078,439     (883,628 )   1,194,811  
Plant and equipment   2,544,091     (980,886 )   1,563,205  
Plant and equipment-ROU Assets   185,871     (99,754 )   86,117  
  $  5,867,532   $  (1,964,268 )  $ 3,903,264  


          Accumulated            
          depreciation and            
2018   Cost     amortization     Carrying amount
Exploration and evaluation assets $  52,206   $  —   $       52,206
Capital works in progress   873,781               873,781
Mining properties   1,998,439     (780,754 )         1,217,685
Plant and equipment   2,638,347     (962,207 )         1,676,140
Balance, Dec. 31, 2018   5,562,773     (1,742,961 )         3,819,812
IFRS 16 Adjustments   14,980               14,980
  $ 5,577,753   $ (1,742,961)    $       3,834,792
                       

20



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

11.

Other liabilities


    Jun. 30, 2019     Dec. 31, 2018  
Current            
     Provisions (note 16) $  8,718   $  14,276  
     Pension liability   11,547     11,854  
     Other employee benefits   2,673     2,564  
     Unearned revenue   1,132     1,857  
  $  24,070   $  30,551  

12.

Other financial liabilities


    Jun. 30, 2019     Dec. 31, 2018  
Current            
Derivative liabilities $  4,108   $  2,634  
Other financial liabilities at amortized cost   2,536     2,590  
Embedded derivatives (note 19)   8,206     7,201  
    14,850     12,425  
             
Non-current            
Deferred Rosemont acquisition consideration (note 5)   23,787      
Other financial liabilities at amortized cost   18,786     18,771  
Embedded derivatives (note 19)   4,154      
    46,727     18,771  
  $  61,577   $  31,196  

The derivative liabilities include derivative and hedging transactions. Derivative liabilities are carried at their fair value with changes in fair value recorded to the consolidated income statements. The fair value adjustments for hedging type derivatives are recorded in revenue. Fair value adjustments for embedded derivatives are recorded in other finance (gain) loss.

Other financial liabilities at amortized cost relate to agreements with communities near the Constancia operation which allow Hudbay to extract minerals over the useful life of the Constancia operation, carry out exploration and evaluation activities in the area and provide Hudbay with community support to operate in the region.

21



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

13.

Lease Liability


    Jun. 30, 2019     Dec. 31, 2018  
Total minimum lease payments - lease liabilities $  87,779   $  78,174  
Effect of discounting   (6,237 )   (3,939 )
Present value of minimum lease payments   81,542     74,235  
Less: current portion   (26,799 )   (20,472 )
  $  54,743   $  53,763  
             
Minimum payments under leases:            
     Less than 12 months $  25,959   $  18,448  
     13 - 36 months   46,167     40,615  
     37 - 60 months   11,328     19,111  
     More than 60 months   4,325      
  $  87,779   $  78,174  

The Group has entered into leases for its South American, Manitoba and Arizona business units which expire between 2020 and 2043. The interest rates on leases which were capitalized have implicit interest rates between 1.95% to 5.13%, per annum. The range of interest rates utilized for discounting varies depending mostly on the Hudbay Group entity acting as lessee and duration of the lease. The Group has the option to purchase the equipment and vehicles leased at the end of the terms of the leases. The Group’s obligations under these leases are secured by the lessor’s title to the leased assets. The present value of the net minimum lease payments has been recognized as a ROU asset, which was included as a non-cash addition to property, plant and equipment, and a corresponding amount as a lease liability. The fair value of the lease liabilities approximates their carrying amount.

There are no restrictions placed on the Group by entering into these leases.

The following outlines expenses recognized within the Company's condensed consolidated income statement for the periods ended June 30, 2019, relating to leases for which a recognition exemption was applied.

    Jun. 30, 2019  
    Three months     Six months  
    ended     ended  
Short-term leases $  10,409   $  22,150  
Low value leases   31     69  
Variable leases   18,985     31,004  
Total $  29,425   $  53,223  

Payments made for short term, low value and variable leases would mostly be captured as expenses in the consolidated income statements, however, certain amounts may be capitalized to PP&E for the Arizona business unit during its development phase and certain amounts may be reported in inventories given the timing of sales. Variable consideration leases include equipment used for heavy civil works at Constancia.

22



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

14.

Long-term debt

   

Long-term debt is comprised of the following:


    Jun. 30, 2019     Dec. 31, 2018  
Senior unsecured notes (a) $  984,672   $  989,306  
Less: Unamortized transaction costs -            
     revolving credit facilities (b)   (7,476 )   (8,276 )
  $  977,196   $  981,030  

  (a)

Senior unsecured notes


Balance, January 1, 2018 $  987,903  
 Change in fair value of embedded derivative (prepayment option)   316  
 Accretion of transaction costs and premiums   1,087  
Balance, December 31, 2018 $  989,306  
 Change in fair value of embedded derivative (prepayment option)   (5,210 )
 Accretion of transaction costs and premiums   576  
Balance, June 30, 2019 $  984,672  

The $1,000,000 aggregate principal amount of senior notes are comprised of two series: (i) a series of 7.25% senior notes due 2023 in an aggregate principal amount of $400,000 and (ii) a series of 7.625% senior notes due 2025 in an aggregate principal amount of $600,000.

The senior notes are guaranteed on a senior unsecured basis by substantially all of the Company’s subsidiaries, other than HudBay (BVI) Inc. and certain excluded subsidiaries, which include the Company’s subsidiaries that own an interest in the Rosemont project and any newly formed or acquired subsidiaries that primarily hold or may develop non-producing mineral assets that are in the pre-construction phase of development.

  (b)

Unamortized transaction costs - revolving credit facilities


Balance, January 1, 2018 $  8,328  
     Accretion of transaction costs   (1,946 )
     Transaction costs   1,894  
Balance, December 31, 2018 $  8,276  
     Accretion of transaction costs   (1,141 )
     Transaction costs   341  
Balance, June 30, 2019 $  7,476  

23



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

As at June 30, 2019, the Arizona business unit had $58,931 in surety bonds issued to support future reclamation and closure obligations and the Peru business unit had $40,000 in surety bonds issued to support its reclamation obligations. No cash collateral is required to be posted. The South American business unit had $43,509 in letters of credit issued under the Peru facility to support its reclamation obligations and the Manitoba business unit had $85,246 in letters of credit issued under the Canada facility to support its reclamation and pension obligations. Given that these letters of credit are issued under the senior credit facilities, no cash collateral is required to be posted.

15.

Deferred revenue

On August 8, 2012 and November 4, 2013, the Group entered into precious metals stream transactions with Wheaton whereby the Group has received aggregate deposit payments of $885,000 against delivery of (i) 100% of payable gold and silver from the 777 mine until the end of 2016, and delivery of 50% of payable gold and 100% of payable silver for the remainder of the 777 mine life; and (ii) 100% of payable silver and 50% of payable gold from the Constancia mine.

In addition to the deposit payments, as gold and silver is delivered to Wheaton, the Group receives cash payments equal to the lesser of (i) the market price and (ii) $400 per ounce (for gold) and $5.90 per ounce (for silver), subject to 1% annual escalation after three years.

The Group recorded the deposits received as deferred revenue and recognizes amounts in revenue as gold and silver are delivered to Wheaton. The Group determines the amortization of deferred revenue to the consolidated income statements on a per unit basis using the estimated total number of gold and silver ounces expected to be delivered to Wheaton over the life of the 777 and Constancia life-of-mine plans. The Group estimates the current portion of deferred revenue based on deliveries anticipated over the next twelve months.

The Group has determined that precious metals stream contracts are subject to variable consideration and contain a significant financing component. As such, the Company recognizes a financing charge at each reporting period and will gross up the deferred revenue balance to recognize the significant financing element that is part of these contracts.

The Group expects that the remaining performance obligations for the 777 and Constancia streams will be settled by the expiry of their respective stream agreements, which is no earlier than 2036.

The following table summarizes changes in deferred revenue:

24



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

Balance, January 1, 2018 $  601,930  
     Amortization of deferred revenue      
         Liability drawdown   (96,038 )
         Variable consideration adjustment   2,656  
     Finance costs   64,921  
     Effects of changes in foreign exchange   (7,391 )
Balance, December 31, 2018 $  566,078  
     Amortization of deferred revenue      
           Liability drawdown   (47,104 )
           Variable consideration adjustment   16,295  
     Finance costs (note 6e)      
           Current year additions   31,837  
           Variable consideration adjustment   6,047  
     Effects of changes in foreign exchange   3,474  
Balance, June 30, 2019 $  576,627  

Consideration from the Company's stream agreement is considered variable. Gold and silver revenue can be subject to cumulative adjustments when the number of ounces to be delivered under the contract changes. During the year ended December 31, 2018, and first quarter of 2019, the Company recognized an adjustment to gold and silver revenue and finance costs due to a net increase in the Company's reserve and resource estimates.

Deferred revenue is reflected in the condensed consolidated interim balance sheets as follows:

    Jun. 30, 2019     Dec. 31, 2018  
Current $  80,994   $  86,256  
Non-current   495,633     479,822  
  $  576,627   $  566,078  

25



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

16.

Provisions

Reflected in the condensed consolidated interim balance sheets as follows:

                         
    Decommissioning,                          
    restoration and     Deferred     Restricted              
Jun. 30, 2019   similar liabilities     share units     share units     Other     Total  
 Current (note 11) $  1,520   $  3,712   $  3,414   $  72   $  8,718  
 Non-current   235,638         3,124         238,762  
  $  237,158   $  3,712   $  6,538   $  72   $  247,480  

                               
    Decommissioning,                          
    restoration and     Deferred     Restricted              
Dec. 31, 2018   similar liabilities     share units     share units     Other     Total  
 Current (note 11) $  1,234   $  4,288   $  8,412   $  342   $  14,276  
 Non-current   200,790         3,789     69     204,648  
  $  202,024   $  4,288   $  12,201   $  411   $  218,924  

17.

Income and mining taxes


  (a)

Tax expense:

The tax expense (recoveries) is applicable as follows:

    Three months ended     Six months ended  
          June 30,           June 30,  
    2019     2018     2019     2018  
Current:                        
     Income taxes $  (1,417 ) $ 1,755   $ 5,656   $ 16,769  
     Mining taxes   7,190     7,767     5,855     14,710  
     Adjustments in respect of prior years   423     (258 )   (642 )   707  
    6,196     9,264     10,869     32,186  
Deferred:                        
     Income tax - origination, revaluation and/or                        
     and reversal of temporary                        
           differences   8,598     15,659     (3,573 )   24,878  
     Mining taxes (recoveries) - origination,                        
     revaluation and/or reversal of                        
           temporary difference   (5,168 )   321     (2,159 )   22  
     Adjustments in respect of prior years   588     (120 )   381     (304 )
    4,018     15,860     (5,351 )   24,596  
  $  10,214   $ 25,124   $ 5,518   $ 56,782  

26



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

Adjustments in respect of prior years refers to amounts changing due to the filing of tax returns and assessments from government authorities.

  (b)

Deferred tax assets and liabilities as represented on the condensed consolidated interim balance sheets:


    Jun. 30, 2019     Dec. 31, 2018  
Deferred income tax asset $  22,071   $ 15,513  
             
Deferred income tax liability   (316,595 )   (307,313 )
Deferred mining tax liability   (14,666 )   (16,777 )
    (331,261 )   (324,090 )
Net deferred tax liability balance, end of period $  (309,190 ) $ (308,577 )

  (c)

Changes in deferred tax assets and liabilities:


    Six months ended     Year ended  
    Jun. 30, 2019     Dec. 31, 2018  
Net deferred tax liability balance, beginning of year $  (308,577 )  $ (277,466 )
Deferred tax recovery (expense)   5,351     (40,245 )
OCI transactions   (715 )   520  
Items charged directly to equity        
Foreign currency translation on the deferred tax liability   (5,249 )   8,614  
Net deferred tax liability balance, end of period $  (309,190 )  $ (308,577 )

27



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

18.

Share capital


  (a)

Preference shares:

     
 

Authorized: Unlimited preference shares without par value

     
  (b)

Common shares:

     
 

Authorized: Unlimited common shares without par value Issued and fully paid:


    Six months ended     Year ended  
    Jun. 30, 2019     Dec. 31, 2018  
    Common           Common        
          Amount           Amount  
    shares           shares        
Balance, beginning of year   261,272,151   $  1,777,340     261,271,188   $  1,777,409  
Share issue costs, net of tax               (80 )
Warrants exercised           963     11  
                         
Balance, end of period   261,272,151   $  1,777,340     261,272,151   $  1,777,340  

During the six months ended June 30, 2019, the Company paid $1,955 in dividends on March 29, 2019 to shareholders of record as of March 8, 2019. During the six months ended June 30, 2018, the Company paid $2,026 in dividends on March 29, 2018 to shareholders of record as of March 9, 2018.

28



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

19.

Financial instruments


  (a)

Fair value and carrying value of financial instruments:

     
 

The following presents the fair value ("FV") and carrying value ("CV") of the Group's financial instruments and non-financial derivatives:


    Jun. 30, 2019     Dec. 31, 2018  
Recurring measurements   FV     CV     FV     CV  
Financial assets at amortized cost                        
 Cash and cash equivalents 1 $  489,527   $ 489,527   $ 515,497   $ 515,497  
 Restricted cash1   1,364     1,364     3,738     3,738  
Fair value through profit or loss                        
 Trade and other receivables1, 2   77,136     77,136     126,311     126,311  
 Non-hedge derivative assets3   9,040     9,040     6,628     6,628  
 Prepayment option - embedded derivatives7   8,874     8,874     3,664     3,664  
 Investments at FVTPL4   13,964     13,964     15,159     15,159  
Total financial assets   599,905     599,905     670,997     670,997  
Financial liabilities at amortized cost                        
     Trade and other payables1, 2   168,657     168,657     164,628     164,628  
     Lease liability9   81,542     81,542     74,235     74,235  
     Deferred Rosemont acquisition consideration1   23,787     23,787          
     Other financial liabilities5   18,158     21,322     17,425     21,361  
     Senior unsecured notes6   1,033,092     993,546     988,294     992,970  
     Unamortized transaction costs8   (7,476 )   (7,476 )   (8,276 )   (8,276 )
 Fair value through profit or loss                
     Embedded derivatives3   12,360     12,360     7,201     7,201  
     Non-hedge derivative liabilities3   4,108     4,108     2,634     2,634  
Total financial liabilities   1,334,228     1,297,846     1,246,141     1,254,753  
Net financial liability $  (734,323 ) $ (697,941 ) $ (575,144 ) $ (583,756 )

1Cash and cash equivalents, restricted cash, trade and other receivables and trade and other payables are recorded at carrying value, which approximates fair value due to their short-term nature and generally negligible credit losses.

2Excludes tax and other statutory amounts.

3Derivatives are carried at their fair value, which is determined based on internal valuation models that reflect observable forward market commodity prices, currency exchange rates, and discount factors based on market US dollar interest rates adjusted for credit risk.

4All investments are carried at their fair value, which is determined using quoted market bid prices in active markets for listed shares and determined using valuation models for shares of private companies.

5These financial liabilities relate to agreements with communities near the Constancia project in Peru (note 12). Fair values have been determined using a discounted cash flow analysis based on expected cash flows and a credit adjusted discount rate.

6Fair value of the senior unsecured notes (note 14) has been determined using the quoted market price at the period end.

7Fair value of the prepayment option embedded derivative related to the long-term debt (note 14) has been determined using a binomial tree/lattice approach based on the Hull-White single factor interest rate term structure model.

8The carrying value of the facilities approximates the fair value as the facilities are based on floating interest rates.

9
As a result of IFRS 16, the January 1, 2019 opening balance has been prospectively changed to $89,215 (note 4).

29



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

Fair value hierarchy

The table below provides an analysis by valuation method of financial instruments that are measured at fair value subsequent to recognition. Levels 1 to 3 are defined based on the degree to which fair value inputs are observable and have a significant effect on the recorded fair value, as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities;
Level 2: Valuation techniques use significant observable inputs, either directly or indirectly, or valuations are based on quoted prices for similar instruments; and
Level 3: Valuation techniques use significant inputs that are not based on observable market data.

June 30, 2019   Level 1     Level 2     Level 3     Total  
Financial assets measured at fair value                        
Financial assets at FVTPL:                        
     Non-hedge derivatives $  —   $  9,040   $  —   $  9,040  
     Investments at FVTPL   13,964           $  13,964  
Prepayment option embedded derivative       8,874       $  8,874  
  $  13,964   $  17,914   $  —   $  31,878  
Financial liabilities measured at fair value                        
Financial liabilities at FVTPL:                        
     Embedded derivatives $  —   $  12,360   $  —   $  12,360  
     Non-hedge derivatives       4,108         4,108  
  $  —   $  16,468   $  —   $  16,468  

December 31, 2018   Level 1     Level 2     Level 3     Total  
Financial assets measured at fair value                        
Financial assets at FVTPL:                        
     Non-hedge derivatives $  —   $  6,628   $  —   $  6,628  
     Investments at FVTPL   15,159             15,159  
Prepayment option embedded derivative       3,664         3,664  
  $  15,159   $  10,292   $  —   $  25,451  
Financial liabilities measured at fair value                        
Financial liabilities at FVTPL:                        
     Embedded derivatives $  —   $  7,201   $  —   $  7,201  
     Non-hedge derivatives       2,634         2,634  
  $  —   $  9,835   $  —   $  9,835  

The Group’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. During the three and six months ended June 30, 2019, and at December 31, 2018 the Group did not make any transfers.

30



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

  (b)

Derivatives and hedging:

Copper fixed for floating swaps

Hudbay enters into copper fixed for floating swaps in order to manage the risk associated with provisional pricing terms in copper concentrate sales agreements. As at June 30, 2019, the Group had 29,000 tonnes of net copper swaps outstanding at an effective average price of $2.79/lb and settling across July to October 2019. As at December 31, 2018, the Group had 29,950 tonnes of net copper swaps outstanding at an effective average price of $2.77/lb and settling across January to April 2019. The aggregate fair value of the transactions at June 30, 2019 was an asset position of $4,798 (December 31, 2018 was an asset position of $4,171).

Non-hedge derivative gold and silver contracts

From time to time, the Group enters into gold and silver forward sales contracts to hedge the commodity price risk associated with the future settlement of provisionally priced deliveries. At June 30, 2019 and December 31, 2018, the Group held no gold or silver forward sales contracts.

Non-hedge derivative zinc contracts

Hudbay enters into fixed price sales contracts with zinc customers and, to ensure that the Group continues to receive a floating or unhedged realized zinc price, Hudbay enters into forward zinc purchase contracts that effectively offset the fixed price sales contracts. At June 30, 2019, the Group held contracts for forward zinc purchased of 6,307 tonnes (December 31, 2018 – 2,925 tonnes) that related to forward customer sales of zinc. Prices range from $2,386 to $2,740 per tonne (December 31, 2018 – $2,400 to $3,203 per tonne) and settlement dates extend to December 2021. The aggregate fair value of the transactions at June 30, 2019 was a net asset position of $134 (December 31, 2018 – a net liability position of $177).

  (c)

Embedded derivatives

Changes in fair value of provisionally priced receivables

The Group records changes in fair value of provisionally priced receivables related to provisional pricing in concentrate purchase, concentrate sale and certain other sale contracts. Under the terms of these contracts, prices are subject to final adjustment at the end of a future period after title transfers based on quoted market prices during the quotation period specified in the contract. The period between provisional pricing and final pricing is typically up to three months.

Changes in fair value of provisionally priced receivables are presented in trade and other receivables when they relate to sales contracts and in trade and other payables when they relate to purchase contracts. At each reporting date, provisionally priced metals are marked-to-market based on the forward market price for the quotation period stipulated in the contract, with changes in fair value recognized in revenue for sales contracts and in cost of sales for purchase concentrate contracts. Cash flows related to changes in fair value of provisionally priced receivables are classified in operating activities.

31



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

As at June 30, 2019 and 2018, the Group’s net position consisted of contracts awaiting final pricing which are as indicated below:

          Sales awaiting final pricing     Average price ($/unit)  
Metal in concentrate   Unit     Jun. 30, 2019     Dec. 31, 2018     Jun. 30, 2019     Dec. 31, 2018  
Copper   tonnes     29,631     30,519     2.72     2.69  
Zinc   tonnes         199         1.13  
Gold   oz     15,469     15,528     1,412     1,279  
Silver   oz     126,731     96,646     15.28     15.45  

The aggregate changes in fair value of provisionally priced receivables within the copper and zinc concentrate sales contracts at June 30, 2019, was a liability position of $3,784 (December 31, 2018 – a liability position of $6,351).

Prepayment option embedded derivative

The senior unsecured notes (note 14) contain prepayment options, which represent embedded derivatives that require bifurcation from the host contract. The prepayment options are measured at fair value, with changes in the fair value being recognized as unrealized gains or losses in finance income and expense (note 6e). The fair value of the embedded derivative at June 30, 2019 was an asset of $8,874 (December 31, 2018 - an asset of $3,664).

Pampacancha delivery obligation-embedded derivative

The Group has recognized an obligation to deliver additional precious metal credits to Wheaton as a result of the Pampacancha deposit not being mined in 2018 or 2019. The fair value of the embedded derivative at June 30, 2019 was a liability of $12,360 (December 31, 2018 – $7,201).

32



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

20.

Commitments and contingencies


  (a)

Capital commitments

As at June 30, 2019, the Group had outstanding capital commitments in Canada of approximately $5,103 primarily related to committed long-lead orders for the Lalor mine, all of which can be terminated by the Group, approximately $37,041 in Peru primarily related to exploration option agreements, all of which can be terminated by the Group, and approximately $207,517 in Arizona, primarily related to its Rosemont project, of which approximately $87,317 cannot be terminated by the Group.

21.

Supplementary cash flow information


  (a)

Change in non-cash working capital:


    Three months ended     Six months ended  
          June 30,           June 30,  
    2019     2018     2019     2018  
Change in:                        
     Trade and other receivables $  36,505   $  (20,328 ) $  28,979   $  5,959  
     Other financial assets/liabilities   (11,612 )   3,231     (958 )   (18,526 )
     Inventories   1,816     222     (18,225 )   (12,726 )
     Prepaid expenses   (3,679 )   (1,987 )   (5,186 )   (390 )
     Trade and other payables   1,780     (17,712 )   (4,030 )   (20,973 )
     Change in taxes payable/receivable, net   113     2,360     (3,799 )   10,802  
     Provisions and other liabilities   940     (381 )   1,187     830  
  $  25,863   $  (34,595 ) $  (2,032 ) $  (35,024 )

33



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

  (b)

Non-cash transactions:

During the six months ended June 30, 2019, the Group entered into the following non-cash investing and financing activities which are not reflected in the consolidated statements of cash flows:

Remeasurement of the Group's decommissioning and restoration liabilities for the six months ended June 30, 2019 led to a net increase in related property, plant and equipment assets of $26,491 (six months ended June 30, 2018 - increase of $802) mainly as a result of lower discount rates.
     
Property, plant and equipment included $4,618 of net additions related to capital additions under capitalized leases with ROU assets.
     
The Group, immediately prior to closing the acquisition, agreed to release UCM from repayment obligations under a Rosemont project loan in exchange for an increase in equity in Rosemont. As a result, the loan receivable balance of $25,978 was written off. The Group recognized the loss on write-off of the loan receivable in the income statement (refer to Note 6d). In addition, in order to recognize previously unfunded contributions to the Rosemont Project due from UCM, the Group recognized an increase to other capital reserves, a component of shareholder's equity.

34



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

22.

Segmented information

Corporate and other activities include the Group's exploration activities in Chile, Canada and since the December 2018 acquisition of Mason, the State of Nevada. The exploration entities are not individually significant, as they do not meet the minimum quantitative thresholds. Corporate and other activities are not considered a segment and are included as a reconciliation to total consolidated results.

Three months ended June 30, 2019    
                      Corporate        
                      and other        
    Manitoba     Peru     Arizona           Total  
                      activities        
Revenue from external customers $  152,561   $  176,853   $  —   $   $ 329,414  
Cost of sales                              
    Mine operating costs   100,426     94,651             195,077  
    Depreciation and amortization   35,558     55,636             91,194  
Gross profit   16,577     26,566             43,143  
Selling and administrative expenses               10,422     10,422  
Exploration and evaluation   4,142     1,655         2,138     7,935  
Other operating expense   545     923     27,332     109     28,909  
Results from operating activities $  11,890   $  23,988   $  (27,332 ) $ (12,669 ) $ (4,123 )
Finance income                           (2,321 )
Finance expenses                           37,675  
Other finance loss                           4,454  
Loss before tax                           (43,931 )
Tax expense                           10,214  
Loss for the period                       $ (54,145 )

35



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

 Three months ended June 30, 2018    
                            Corporate        
                            and other        
          Manitoba     Peru     Arizona           Total  
                            activities        
Revenue from external customers $       193,816   $  177,472   $  —   $   $ 371,288  
Cost of sales                                    
     Mine operating costs         109,650     85,625             195,275  
     Depreciation and amortization         31,989     51,563             83,552  
Gross profit         52,177     40,284             92,461  
Selling and administrative expenses                 6,104     6,104  
Exploration and evaluation         3,070     959         3,426     7,455  
Other operating (income) and                                    
     expenses         (227 )   937     179     (679 )   210  
Results from operating activities $       49,334   $  38,388   $  (179 ) $ (8,851 ) $ 78,692  
Finance income                                 (1,978 )
Finance expenses                                 37,408  
Other finance gain                                 (6,535 )
Profit before tax                                 49,797  
Tax expense                                 25,124  
Profit for the period                             $ 24,673  

 Six months ended June 30, 2019    
                            Corporate        
                            and other        
          Manitoba     Peru     Arizona           Total  
                            activities        
Revenue from external customers $       259,693   $  361,979   $  —   $   $ 621,672  
Cost of sales                                    
    Mine operating costs         185,547     172,846             358,393  
    Depreciation and amortization         63,372     104,953             168,325  
Gross profit         10,774     84,180             94,954  
Selling and administrative expenses                 25,323     25,323  
Exploration and evaluation         7,966     2,547         2,830     13,343  
Other operating expense         2,731     9,638     27,957     280     40,606  
Results from operating activities $       77   $  71,995   $  (27,957 ) $ (28,433 ) $ 15,682  
Finance income                                 (4,899 )
Finance expenses                                 82,704  
Other finance gains                                 (79 )
Loss before tax                                 (62,044 )
Tax expense                                 5,518  
Loss for the period                             $ (67,562 )

36



HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

 Six months ended June 30, 2018    
                      Corporate        
                      and other        
    Manitoba     Peru     Arizona           Total  
                      activities        
Revenue from external customers $  359,490   $  398,454   $  —   $   $ 757,944  
Cost of sales                              
     Mine operating costs   208,180     172,372             380,552  
     Depreciation and amortization   58,901     105,259             164,160  
Gross profit   92,409     120,823             213,232  
Selling and administrative expenses               11,819     11,819  
Exploration and evaluation   6,996     2,090         5,711     14,797  
Other operating (income) and                              
expenses   (445 )   8,848     294     (638 )   8,059  
Results from operating activities $  85,858   $  109,885   $  (294 ) $ (16,892 ) $ 178,557  
Finance income                           (3,356 )
Finance expenses                           75,712  
Other finance gains                           (16,699 )
Profit before tax                           122,900  
Tax expense                           56,782  
Profit for the period                       $ 66,118  

 June 30, 2019     
                      Corporate        
                      and other        
    Manitoba     Peru     Arizona           Total  
                      activities        
Total assets $  675,896   $ 2,734,278   $ 992,598   $ 335,166   $ 4,737,938  
Total liabilities   492,292     924,126     146,560     1,044,241     2,607,219  
Property, plant and equipment1   605,436     2,284,436     984,218     29,174     3,903,264  
1 Included in Corporate and other activities is $21.7 million of property, plant and equipment that is located in Nevada.        

 December 31, 2018     
                      Corporate        
                      and other        
    Manitoba     Peru     Arizona           Total  
                      activities        
Total assets $  621,253   $ 2,751,525   $ 896,693   $ 416,164    $ 4,685,635  
Total liabilities   424,576     921,773     115,470     1,044,960     2,506,779  
Property, plant and equipment1   572,947     2,353,229     868,921     24,715     3,819,812  
1 Included in Corporate and other activities is $21.6 million of property, plant and equipment that is located in Nevada.

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HUDBAY MINERALS INC.
Notes to Unaudited Condensed Consolidated Interim Financial Statements
(in thousands of US dollars, except where otherwise noted)
For the three and six months ended June 30, 2019 and 2018

23.

Events after the reporting period

On July 31, 2019, the U.S. District Court for the District of Arizona (“Court”) issued a ruling in the lawsuits challenging the U.S. Forest Service’s issuance of the Final Record of Decision (“FROD”) for the Rosemont project in Arizona. The Court ruled to vacate and remand the FROD such that Rosemont cannot proceed with construction at this time.

The Company is evaluating the potential for any impact arising from the Court's decision which may pertain to subsequent financial statements.

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