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Newmont 8-K Report, Corporate Update (Jul 26, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed July 26, 2024
Period End
July 26, 2024
Securities
NEMNEMCL
In the record · 2016–202610-K1210-Q338-K155

NEM filed 12 annual reports (10-K), 33 quarterly reports (10-Q) and 155 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · May ’17May ’17
  2. Material agreement8-K · Dec ’19Dec ’19
  3. Leadership change8-K · Sep ’22Sep ’22
  4. Leadership change8-K · Aug ’26Aug ’26

01—Abstract

Summary

Summary of the 8-K filed July 26, 2024. Cited figures are marked; the original filing is the authoritative source.

Newmont's July 26, 2024 Form 8-K is an informational filing.

It supplies unaudited pro forma condensed combined statement of operations for fiscal 2023 (Exhibit 99.1), as if the November 6, 2023 acquisition of Newcrest Mining had occurred on January 1, 2023. It does not report a new transaction or a new financial result. The acquisition was an all-stock deal valued at $13,549 milliona, with Newmont issuing about 357.7 million shares at $37.88 per share.

The filing presents no pro forma balance sheet because the deal was already reflected in Newmont's year-end 2023 balance sheet. On a pro forma basis, 2023 sales would have been $15,432 millionb, versus $11,812 million reported by Newmont historically, an increase of roughly 31%. Pro forma net loss from continuing operations attributable to Newmont stockholders was $(2,012) million, compared with a historical loss of $(2,521) million.

The pro forma loss per share is shown as $(1.74) on the statement of operations, based on about 1,158 million weighted average shares. Note 5(f) reports $(2.00), which does not reconcile with the statement and should be verified against the source. The pro forma results include Newmont's $1,891 millionc of historical impairment charges and $464 million of Newcrest transaction and integration costs, and they exclude any expected synergies or integration costs.

Investors should treat these figures as illustrative. The purchase price allocation is preliminary, and the measurement period runs up to one year from the acquisition date, so fair value adjustments to inventories, property, plant and mine development, goodwill, reclamation liabilities, and deferred taxes may still change.

The adjustments also reflect the conversion of Newcrest's IFRS results to U.S. GAAP, including by-product versus co-product revenue treatment, mine development and stripping costs, and lease accounting. Those conversions shift revenue and cost lines between categories, which affects comparability.

02—Key points

Key Highlights

  1. Filing is informational only: Item 8.01 and Exhibit 99.1 present unaudited pro forma 2023 results for the Newcrest acquisition completed November 6, 2023.
  2. Pro forma 2023 sales of $15,432 million versus Newmont historical sales of $11,812 million, reflecting the inclusion of Newcrest's operations as if owned from January 1, 2023.
  3. Pro forma net loss attributable to Newmont stockholders of $(2,012) million, compared with a historical loss of $(2,521) million; pro forma loss per share shown as $(1.74) on the statement, with an inconsistent $(2.00) in Note 5(f).
  4. Total purchase consideration of $13,549 million paid entirely in stock: 357,691,627 Newmont shares at $37.88 per share.
  5. Purchase price allocation is preliminary, with a measurement period of up to one year from the acquisition date, so asset and liability fair values and goodwill may change materially.
  6. Pro forma costs include $146 million lower costs applicable to sales and $57 million added depreciation from inventory and PP&E fair value step-ups, plus $68 million of higher interest expense from assumed debt.
  7. Pro forma results exclude integration costs and expected synergies, and the statement does not include a pro forma balance sheet since the deal is already reflected in Newmont's year-end 2023 balance sheet.

03—Questions

Frequently Asked Questions

  1. Why did Newmont file this 8-K in July 2024 if the Newcrest deal closed in November 2023?

    The filing provides the Article 11 of Regulation S-X pro forma financial information that shows how the acquisition would have affected Newmont's 2023 results if it had closed on January 1, 2023. It is an informational disclosure and does not describe a new transaction or new results.

  2. How much did the acquisition change Newmont's reported 2023 financial picture on a pro forma basis?

    Pro forma 2023 sales were $15,432 million, up from $11,812 million historically. The pro forma net loss attributable to Newmont stockholders was $(2,012) million, compared with $(2,521) million historically. The pro forma results include Newcrest's operations for the full year, along with fair value and accounting adjustments.

  3. What was the total cost of the Newcrest acquisition?

    The acquisition was an all-stock transaction valued at $13,549 million. Newmont issued 357,691,627 shares at $37.88 per share as the Acquisition Date fair value of consideration.

  4. Why might the pro forma numbers change in the future?

    The purchase price allocation is preliminary and may be refined through the one-year measurement period. Fair values of inventories, mineral and PP&E assets, goodwill, reclamation liabilities, employee benefits, and deferred taxes could change materially, which would alter the depreciation, cost, and tax figures in the pro forma statement.

  5. Does the pro forma information reflect synergies or integration costs?

    No. The filing states that the pro forma information does not reflect integration costs or expected cost savings or synergies. It also notes that Newmont's historical figures include $464 million of Newcrest transaction and integration costs, which are part of the reported loss.

04—Continue

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