goro_Current folio_10Q_Revised

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2016

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to              

 

Commission File Number: 001-34857

 


Picture 2

Gold Resource Corporation

(Exact Name of Registrant as Specified in its charter)

 


 

 

 

Colorado

84-1473173

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

2886 Carriage Manor Point, Colorado Springs, Colorado 80906

(Address of Principal Executive Offices) (Zip Code)

 

(303) 320-7708

(Registrant’s telephone number including area code) 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No   ☐ 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to post such files). Yes  ☒ No ☐ 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

Larger accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

☐(Do not check if a smaller reporting company)

Smaller reporting company

 

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒ 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 56,566,874 shares of common stock outstanding as of November 1, 2016.

 

 

 


 

Table of Contents

GOLD RESOURCE CORPORATION

 

FORM 10-Q

 

Index

 

 

 

 

 

Page

 

Part I - FINANCIAL INFORMATION 

 

 

 

Item 1.

 

Financial Statements

 

 

 

 

 

Condensed Consolidated Balance Sheets at September 30, 2016 (unaudited) and December 31, 2015

 

 

 

 

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited)

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

12 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

22 

 

Item 4.

 

Controls and Procedures

 

23 

 

 

 

 

 

 

 

Part II - OTHER INFORMATION 

 

 

 

Item 2. 

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

24 

 

Item 6. 

 

Exhibits

 

24 

 

Signatures 

 

25 

 

 

References in this report to agreements to which Gold Resource Corporation is a party and the definition of certain terms from those agreements are not necessarily complete and are qualified by reference to the agreements. Readers should refer to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and other reports filed with the Securities and Exchange Commission and the exhibits filed or incorporated by reference therein.

 

 

 


 

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

 

GOLD RESOURCE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 

 

December 31, 

 

 

 

2016

 

2015

 

 

    

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

17,065

 

$

12,822

 

Gold and silver rounds/bullion

 

 

3,876

 

 

2,988

 

Accounts receivable

 

 

2,414

 

 

321

 

Inventories

 

 

9,409

 

 

8,753

 

Income tax receivable

 

 

937

 

 

3,794

 

Prepaid expenses and other current assets

 

 

1,693

 

 

3,940

 

Total current assets

 

 

35,394

 

 

32,618

 

Property, plant and mine development, net

 

 

70,959

 

 

51,637

 

Deferred tax assets

 

 

15,055

 

 

21,064

 

Other non-current assets

 

 

1,547

 

 

1,216

 

Total assets

 

$

122,955

 

$

106,535

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

5,433

 

$

11,600

 

Mining royalty taxes payable

 

 

1,079

 

 

230

 

Accrued expenses and other current liabilities

 

 

2,596

 

 

3,072

 

Total current liabilities

 

 

9,108

 

 

14,902

 

Reclamation and remediation liabilities

 

 

2,554

 

 

2,815

 

Total liabilities

 

 

11,662

 

 

17,717

 

Shareholders' equity:

 

 

 

 

 

 

 

Preferred stock - $0.001 par value, 5,000,000 shares authorized:

 

 

 

 

 

 

 

no shares issued and outstanding

 

 

 -

 

 

 -

 

Common stock - $0.001 par value, 100,000,000 shares authorized:

 

 

 

 

 

 

 

56,903,272 and 56,566,874 shares issued and outstanding, respectively, at September 30, 2016 and 54,603,104 and 54,266,706 shares issued and outstanding, respectively, at December 31, 2015

 

 

57

 

 

55

 

Additional paid-in capital

 

 

111,790

 

 

96,766

 

Accumulated retained earnings (deficit)

 

 

6,501

 

 

(948)

 

Treasury stock at cost, 336,398 shares

 

 

(5,884)

 

 

(5,884)

 

Accumulated other comprehensive loss

 

 

(1,171)

 

 

(1,171)

 

Total shareholders' equity

 

 

111,293

 

 

88,818

 

Total liabilities and shareholders' equity

 

$

122,955

 

$

106,535

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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GOLD RESOURCE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except share and per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

 

 

    

2016

    

2015

    

2016

    

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales, net

 

$

21,367

 

$

19,437

 

$

64,968

 

$

71,082

 

Mine cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

Production costs

 

 

12,767

 

 

13,411

 

 

34,570

 

 

40,462

 

Depreciation and amortization

 

 

3,189

 

 

1,579

 

 

9,049

 

 

5,195

 

Reclamation and remediation

 

 

48

 

 

6

 

 

139

 

 

36

 

Total mine cost of sales

 

 

16,004

 

 

14,996

 

 

43,758

 

 

45,693

 

Mine gross profit

 

 

5,363

 

 

4,441

 

 

21,210

 

 

25,389

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

2,027

 

 

2,913

 

 

5,875

 

 

8,032

 

Exploration expenses

 

 

881

 

 

1,810

 

 

2,027

 

 

6,416

 

Total costs and expenses

 

 

2,908

 

 

4,723

 

 

7,902

 

 

14,448

 

Operating income (loss)

 

 

2,455

 

 

(282)

 

 

13,308

 

 

10,941

 

Other (expense) income, net

 

 

(74)

 

 

(1,033)

 

 

1,170

 

 

(2,080)

 

Income (loss) before income taxes

 

 

2,381

 

 

(1,315)

 

 

14,478

 

 

8,861

 

Provision for income taxes

 

 

787

 

 

(846)

 

 

6,479

 

 

3,465

 

Net income (loss)

 

$

1,594

 

$

(469)

 

$

7,999

 

$

5,396

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.03

 

$

(0.01)

 

$

0.15

 

$

0.10

 

Diluted

 

$

0.03

 

$

(0.01)

 

$

0.14

 

$

0.10

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

55,781,382

 

 

54,179,369

 

 

54,994,430

 

 

54,179,369

 

Diluted

 

 

57,597,392

 

 

54,179,369

 

 

55,589,307

 

 

54,201,274

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

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GOLD RESOURCE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 

 

    

2016

    

2015

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

    

 

 

 

 

 

 

Net income

 

$

7,999

 

$

5,396

 

Adjustments to reconcile net income to net cash from operating activities:

 

 

 

 

 

 

 

Deferred income taxes

 

 

250

 

 

(1,522)

 

Depreciation, depletion and amortization

 

 

9,343

 

 

6,331

 

Stock-based compensation

 

 

997

 

 

3,293

 

Other operating adjustments

 

 

(531)

 

 

2,472

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

(2,092)

 

 

(435)

 

Inventories

 

 

(657)

 

 

(1,149)

 

Prepaid expenses and other current assets

 

 

1,203

 

 

(897)

 

Accounts payable and other accrued liabilities

 

 

(2,774)

 

 

5,069

 

Mining royalty and income taxes payable/receivable

 

 

3,690

 

 

(4,528)

 

Other noncurrent assets

 

 

64

 

 

466

 

Net cash provided by operating activities

 

 

17,492

 

 

14,496

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Capital expenditures

 

 

(12,637)

 

 

(21,837)

 

Proceeds from the sale of equity investments

 

 

749

 

 

 -

 

Other investing activities

 

 

(315)

 

 

40

 

Net cash used in investing activities

 

 

(12,203)

 

 

(21,797)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from the exercise of stock options

 

 

391

 

 

 -

 

Dividends paid

 

 

(818)

 

 

(4,876)

 

Repayment of capital leases

 

 

(606)

 

 

(1,123)

 

Net cash used in financing activities

 

 

(1,033)

 

 

(5,999)

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(13)

 

 

(136)

 

Net increase (decrease) in cash and cash equivalents

 

 

4,243

 

 

(13,436)

 

Cash and cash equivalents at beginning of period

 

 

12,822

 

 

27,541

 

Cash and cash equivalents at end of period

 

$

17,065

 

$

14,105

 

Supplemental Cash Flow Information

 

 

 

 

 

 

 

Interest expense paid

 

$

13

 

$

65

 

Income and mining taxes paid

 

$

256

 

$

8,464

 

Non-cash investing activities:

 

 

 

 

 

 

 

Common stock issued for the acquisition of Walker Lane Minerals Corp

 

$

13,060

 

$

 -

 

Common stock issued for the acquisition of the Mina Gold property

 

$

850

 

$

 -

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GOLD RESOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016

(Unaudited)

 

1. Basis of Preparation of Financial Statements

 

Basis of Presentation: The unaudited interim condensed consolidated financial statements included herein are expressed in United States dollars and are prepared in conformance with United States generally accepted accounting principles (“U.S. GAAP”) and applicable rules of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The unaudited interim condensed consolidated financial statements include the accounts of Gold Resource Corporation (the “Company”), its U.S. subsidiaries GRC Nevada Inc. and Walker Lane Minerals Corp (“Walker Lane”), and its Mexican subsidiary Don David Gold Mexico S.A. de C.V. Significant intercompany accounts and transactions have been eliminated. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, 2015. Unless otherwise noted, there have been no material changes to the footnotes from those accompanying the audited financial statements contained in the Company’s annual report on Form 10-K.

 

In management’s opinion, the unaudited condensed consolidated financial statements contained herein reflect all material normal and recurring adjustments that are necessary for the fair statement of the Company’s financial position, results of operations, and cash flows on a basis consistent with that of its audited consolidated financial statements for the year ended December 31, 2015. The results of operations for the interim period ended September 30, 2016 may not be indicative of results of operations to be expected for the full fiscal year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2. Recently Issued Accounting Pronouncements

 

Stock-based compensation

 

Accounting Standards Update 2016-09—Compensation—Stock compensation (Topic 718): Improvements to employee share-based payment accounting. On March 30, 2016 the Financial Accounting Standards Board (“FASB”) issued guidance intended to improve the accounting for employee share-based payments. The standard affects all organizations that issue share-based payment awards to their employees and was part of the FASB’s Simplification Initiative. The objective of the Simplification Initiative is to identify, evaluate, and improve areas of U.S. GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The areas for simplification in this standard involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public business entities, the amendments in this standard are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is the process of evaluating the impact of this standard on the financial statements and disclosures.

 

Revenue recognition

 

Accounting Standards Update No. 2014-09—Revenue from Contracts with Customers (Topic 606). On May 28, 2014, FASB issued guidance that requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This standard was further amended in August 2015, March 2016, April 2016 and May 2016 by Accounting Standards Updates No. 2015-14, No. 2016-08, No. 2016-10 and No.

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2016-12, respectively. The guidance will replace most existing revenue recognition guidance when it becomes effective. The new standard is effective for the Company for periods beginning after December 15, 2017, and early application is not permitted. The standard permits the use of either the retrospective or the cumulative effect transition method. The Company does not anticipate any significant changes due to the implementation of this update, as there are no complex contractual arrangements with current customers, therefore our current revenue recognition model is not expected to change.

 

 

 

 

 

 

 

 

 

 

 

 

3. Acquisitions

 

Mina Gold Property

 

On August 12, 2016, the Company acquired the Mina Gold property located in Mineral County, Nevada from Nevada Select Royalty Inc. (“Nevada Select”), a privately-held entity, for $1.0 million, which includes 130,169 shares of common stock valued at $0.9 million and cash of $0.1 million. The property consists of patented and unpatented mining claims. Nevada Select retained a net smelter return royalty (“NSR”) of 3% on the patented claims and a 2% NSR on the unpatented claims. The Company has the right to buy down 1% of the NSR on the patented claims for $1.0 million and 0.5% of the NSR on the unpatented claims for $0.5 million.

 

Isabella Pearl Project

 

On August 12, 2016, the Company acquired all of the outstanding stock of Walker Lane, a privately-held entity, which owns the Isabella Pearl project located in Mineral County, Nevada, in exchange for 2,000,000 shares of the Company’s common stock valued at $13.1 million and cash of $0.2 million. The land position totals 341 unpatented mining claims, of which 58 claims encompass the Isabella Pearl deposit. The 58 Isabella Pearl claims along with 25 additional claims have a 3% NSR, with the balance of the claims having a 1% NSR.

 

In connection with the above two acquisitions, the Company incurred acquisition costs of $0.1 million, for the nine months ended September 30, 2016. The transactions were accounted for as asset acquisitions and transaction costs were capitalized in accordance with U.S. GAAP. The assets and liabilities were recorded at the market value of the Company’s shares at the date of the transactions. The Walker Lane acquisition resulted in the Company recording $5.6 million of deferred tax liability related to the temporary book and tax differences in the basis of the property.

 

The acquisition method requires the Company to determine the fair value of all acquired assets, including identifiable intangible assets, and all assumed liabilities. The total cost of acquisitions is allocated to the underlying identifiable net assets, based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, and asset lives, among other items.

 

The preliminary allocation of the purchase price is based on management’s estimates and may be adjusted after obtaining additional information regarding, among other things, asset valuations, liabilities assumed and revisions of previous estimates. A preliminary allocation of the purchase consideration in thousands as of September 30, 2016 is as follows:

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Purchase Price

 

$

14,280

 

 

 

 

 

 

Preliminary allocation of purchase price:

 

 

 

 

ASSETS

 

 

 

 

Prepaid expenses and other current assets

 

$

60

 

Mineral interests and mineral rights

 

 

19,413

 

Other non-current assets

 

 

460

 

Total assets

 

 

19,933

 

LIABILITIES

 

 

 

 

Deferred tax liability

 

 

5,615

 

Reclamation and remediation liabilities

 

 

38

 

Total liabilities

 

 

5,653

 

Net fair value

 

$

14,280

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4. Gold and Silver Rounds/Bullion

 

The Company periodically purchases gold and silver bullion on the open market to use in its dividend exchange program under which shareholders may exchange their cash dividends for minted gold and silver rounds. During the nine months ended September 30, 2016 and 2015, the Company made no purchases of gold or silver bullion. At September 30, 2016 and December 31, 2015, the Company’s holdings of rounds/bullion, using quoted market prices, consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

2015

 

    

Gold

    

Silver

    

Gold

    

Silver

 

 

(in thousands, except ounces and per ounce )

Ounces

 

 

1,597

 

 

91,164

 

 

1,623

 

 

91,522

Per ounce

 

$

1,323

 

$

19.35

 

$

1,062

 

$

13.82

Total

 

$

2,112

 

$

1,764

 

$

1,723

 

$

1,265

 

 

 

 

5. Inventories 

 

At September 30, 2016 and December 31, 2015, inventories consisted of the following:  

 

 

 

 

 

 

 

 

 

 

 

    

2016

    

2015

 

 

 

(in thousands)

 

Stockpiles - underground mine

 

$

554

 

$

121

 

Stockpiles - open pit mine

 

 

323

 

 

729

 

Concentrates

 

 

1,778

 

 

1,432

 

Materials and supplies (1)

 

 

6,754

 

 

6,471

 

Total

 

$

9,409

 

$

8,753

 


(1)Net of reserve for obsolescence of $194 and $92, respectively.

 

6. Income Taxes 

 

The Company recorded income tax expense of $0.8 million and $6.5 million for the three and nine months ended September 30, 2016, respectively.  During the three and nine months ended September 30, 2015, the Company recorded income tax benefit of $0.8 million and income tax expense of $3.5 million, respectively.

 

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In 2015, the Mexican government approved a 2016 Federal Revenue Act that provides tax incentives, including tax credits on Mexican Excise Duty (a.k.a., IEPS), for the acquisition of combustible fossils to be used in productive processes. The Company’s Mexican operations utilize a significant amount of diesel fuel for power generation that qualifies for such tax credits. These tax credits can be applied against income taxes payable, as well as other income tax withholdings for 2016. In the first nine months of 2016, the Company recorded $2.3 million of fuel tax credits with the offset to production cost with $1.7 million applied to income tax payable and $0.6 million applied to other taxes payable.

 

The Company has asserted permanent reinvestment of all Mexico undistributed earnings as of December 31, 2015. The impact of the planned annual dividends for 2016, net of foreign tax credits, is reflected in the estimated annual effective tax rate. The Company’s annualized effective rate differs from the statutory rate primarily due to dividends from our Mexican subsidiary as well as differences in statutory rates for income and mining taxes in Mexico.

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are available for deduction. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income and tax-planning strategies in making this assessment. As of September 30, 2016, the Company believes it has sufficient positive evidence to conclude that its federal and foreign deferred tax assets are more likely than not to be realized. However, the Company has determined that the realization of its state deferred tax assets is not more likely that not to be realized and has a valuation allowance offsetting the state deferred tax assets.

 

As of September 30, 2016, the Company believes that it has no liability for uncertain tax positions.

 

 

 

 

 

 

 

7. Property, Plant and Mine Development, net

 

At September 30, 2016 and December 31, 2015, property, plant and mine development consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

    

2016

    

2015

 

 

 

(in thousands)

 

Asset retirement costs

 

$

659

 

$

659

 

Construction-in-progress (1)

 

 

6,181

 

 

3,916

 

Furniture and office equipment

 

 

1,569

 

 

1,555

 

Land and mineral rights

 

 

230

 

 

230

 

Light vehicles and other mobile equipment

 

 

1,821

 

 

1,887

 

Machinery and equipment (2)

 

 

20,073

 

 

19,867

 

Mill facilities and infrastructure

 

 

8,990

 

 

8,920

 

Mineral interests and mineral rights (3)

 

 

19,413

 

 

 -

 

Mine development

 

 

36,072

 

 

31,079

 

Software and licenses

 

 

1,617

 

 

1,193

 

Subtotal (4)

 

 

96,625

 

 

69,306

 

Accumulated depletion, depreciation and amortization (5)

 

 

(25,666)

 

 

(17,669)

 

Total

 

$

70,959

 

$

51,637

 


(1)

Includes $5.1 and $2.6 million for Switchback development at September 30, 2016 and December 31, 2015, respectively.

(2)

Includes nil and $3.1 million of assets recorded under capital leases at September 30, 2016 and December 31, 2015, respectively.

(3)

These assets relate to the recent Nevada Mining Unit property acquisitions, please see Note 3 for additional information.

(4)

Includes accrued capital expenditures of $0.1 and $2.9 million for the periods ended September 30, 2016 and December 31, 2015, respectively.

(5)

Includes nil and $0.5 million for the periods ended September 30, 2016 and December 31, 2015, respectively, of accumulated depreciation associated with capitalized leased assets. Depreciation on the leased assets is recorded over their estimated useful lives.

 

The Company recorded depletion, depreciation and amortization expense of $3.3 million and $9.3 million for the three and nine months ended September 30, 2016 respectively. For the three and nine months ended September 30, 2015, the Company recorded depletion, depreciation and amortization expense of $1.6 million and $5.4 million respectively.

 

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Table of Contents

 

 

 

 

 

 

 

 

 

 

8. Reclamation and Remediation

 

The Company’s reclamation and remediation obligations primarily relate to the Aguila Project. The following table presents the changes in reclamation and remediation obligations for the nine months ended September 30, 2016 and the twelve months ended December 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2016

    

2015

 

 

 

(in thousands)

 

Reclamation liabilities – balance at beginning of period

 

$

2,192

 

$

2,545

 

Changes in estimate

 

 

37

 

 

17

 

Foreign currency exchange gain

 

 

(257)

 

 

(370)

 

Reclamation liabilities – balance at end of period

 

 

1,972

 

 

2,192

 

 

 

 

 

 

 

 

 

Asset retirement obligation – balance at beginning of period

 

 

623

 

 

448

 

Changes in estimate

 

 

 -

 

 

187

 

Accretion expense

 

 

33

 

 

42

 

Foreign currency exchange gain

 

 

(74)

 

 

(54)

 

Asset retirement obligation – balance at end of period

 

 

582

 

 

623

 

Total period end balance

 

$

2,554

 

$

2,815

 

 

 

 

 

 

9. Shareholders’ Equity 

 

The Company declared and paid $0.8 million and $4.9 million of dividends during the nine months ended September 30, 2016 and 2015, respectively. On October 26, 2016, the Board of Directors declared a dividend on common stock totaling $0.1 million payable in November 2016.

 

Please see Note 3 and Note 10 for additional information.

 

 

 

 

10. Equity Incentive Plans

 

The Company maintains an Equity Incentive Plan that provides for the issuance of up to 5 million shares of common stock in the form of incentive and non-qualified stock options, stock appreciation rights, restricted stock units, stock grants, stock units, performance shares, performance share units and performance cash. The Plan was adopted in April 2016 and replaced the Amended and Restated Stock Option and Stock Grant Plan.

 

A total of 717,000 options with a term of 10 years were granted during the nine months ended September 30, 2016, of which 168,000 vested immediately and the remainder vest over a three year period. A total of 188,803 restricted stock units were granted during the nine months ended September 30, 2016, of which 26,739 vest within six months and the remainder vest over a three year period.

 

The fair value of stock option grants is amortized over the respective vesting periods. Total stock-based compensation expense has been allocated as follows:

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Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

 

 

    

2016

    

2015

    

2016

    

2015

 

 

 

(in thousands)

 

Production costs

 

$

55

 

$

412

 

$

172

 

$

1,019

 

General and administrative expenses

 

 

450

 

 

968

 

 

819

 

 

2,274

 

Exploration expense

 

 

6

 

 

 -

 

 

6

 

 

 -

 

Total

 

$

511

 

$

1,380

 

$

997

 

$

3,293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11. Embedded Derivatives

 

The Company’s provisional concentrate sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the concentrates at the prevailing indices’ prices at the time of sale. The embedded derivative, which does not qualify for hedge accounting, is marked to market through operations each period prior to final settlement. Please see Note 14 for additional information.

 

The following table summarizes the Company’s unsettled sales contracts at September 30, 2016, with the quantities of metals under contract subject to final pricing over the next several months:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gold

 

    

Silver

 

 

Copper

 

 

Lead

 

 

Zinc

 

 

 

 

(ounces)

 

 

(ounces)

 

 

(tonnes)

 

 

(tonnes)

 

 

(tonnes)

 

Under contract

 

 

5,600

 

 

410,594

 

 

208

 

 

956

 

 

2,594

 

Average forward price

 

$

1,306

 

$

19.47

 

$

4,767

 

$

1,889

 

$

2,268

 

 

 

 

 

 

 

 

 

 

12. Other (Expense) Income, Net

 

Other (expense) income, net, consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

 

 

    

2016

    

2015

    

2016

    

2015

 

 

 

(in thousands)

 

Unrealized currency exchange (loss) gain

 

$

(259)

 

$

(497)

 

$

(57)

 

$

326

 

Realized currency exchange gain (loss)

 

 

44

 

 

(105)

 

 

183

 

 

(369)

 

Gain (loss) from gold and silver rounds/bullion, net (1)

 

 

93

 

 

(187)

 

 

925

 

 

(260)

 

(Loss) gain from investments, net (1)

 

 

(49)

 

 

(227)

 

 

351

 

 

(1,726)

 

Loss on disposal of fixed assets

 

 

(9)

 

 

 -

 

 

(523)

 

 

 -

 

Gain on insurance reimbursement

 

 

 -

 

 

 -

 

 

620

 

 

 -

 

Other income (expense), net

 

 

106

 

 

(17)

 

 

(329)

 

 

(51)

 

Total

 

$

(74)

 

$

(1,033)

 

$

1,170

 

$

(2,080)

 


(1)

Gains and losses due to changes in the fair value are non-cash in nature until such time that they are realized through cash transactions. For additional information regarding the fair value measurements and investments, please see Note 14.

 

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13. Net Income (Loss) per Common Share

 

Basic earnings (loss) per share is calculated based on the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated based on the assumption that stock options outstanding, which have an exercise price less than the average market price of the Company’s common shares during the period, would have been exercised on the later of the beginning of the period or the date granted and that the funds obtained from the exercise were used to purchase common shares at the average market price during the period. All the Company’s restricted stock units are considered to be dilutive.

 

The effect of the Company’s dilutive securities are calculated using the treasury stock method and only those instruments that result in a reduction in income per share are included in the calculation. Options to purchase 3.7 million and 4.3 million shares of common stock at weighted average exercise prices of $10.32 and $9.34 were outstanding at September 30, 2016 and 2015, respectively, but were not included in the computation of diluted weighted average common shares, as the exercise price of the options exceeded the average price of the Company’s common stock during those periods and therefore would not affect the calculation of earnings per share.

 

Net income (loss) per common share is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

 

 

    

2016

    

2015

 

2016

    

2015

 

 

 

(in thousands, except shares and per share amounts)

 

Net income (loss)

 

$

1,594

 

$

(469)

 

$

7,999

 

$

5,396

 

Basic weighted average shares of common stock outstanding

 

 

55,781,382

 

 

54,179,369

 

 

54,994,430

 

 

54,179,369

 

Dilutive effect of stock-based awards

 

 

1,816,010

 

 

 -

 

 

594,877

 

 

21,905

 

Diluted weighted average common shares outstanding

 

 

57,597,392

 

 

54,179,369

 

 

55,589,307

 

 

54,201,274

 

Net income (loss) per:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic share

 

$

0.03

 

$

(0.01)

 

$

0.15

 

$

0.10

 

Diluted share

 

$

0.03

 

$

(0.01)

 

$

0.14

 

$

0.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14. Fair Value Measurement

 

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: 

 

Level 1Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; 

 

Level 2Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and 

 

Level 3Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). 

 

As required by accounting guidance, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth certain of the Company’s assets measured at fair value by level within the fair value hierarchy as of September 30, 2016 and December 31, 2015:  

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Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

2015

 

Input Hierarchy Level

 

 

 

(in thousands)

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

Money market funds and other bank deposits

 

$

17,065

 

$

12,822

 

Level 1

 

Gold and silver rounds/bullion

 

 

3,876

 

 

2,988

 

Level 1

 

Accounts receivable:

 

 

 

 

 

 

 

 

 

Receivables from provisional concentrate sales

 

 

2,414

 

 

321

 

Level 2

 

Prepaid expenses and other current assets:

 

 

 

 

 

 

 

 

 

Current investments

 

 

 -

 

 

400

 

Level 1

 

 

 

$

23,355

 

$

16,531

 

 

 

 

 

Cash and cash equivalents consist primarily of money market funds and are valued at cost, which approximates fair value. Gold and silver rounds/bullion consist of precious metals used in the dividend program which are valued using quoted market prices. Please see Note 4 for additional information. The Company’s current investments consisted of marketable equity securities which were valued using quoted market prices. The Company determined that it was not practicable to estimate the fair value of its non-current investment in equity securities of $0.2 million and as such, it is reported at cost.

 

Trade accounts receivable include amounts due to the Company for shipments of concentrates and doré sold to customers. Concentrate sales contracts provide for provisional pricing as specified in such contracts. These sales contain an embedded derivative related to the provisional pricing mechanism which is bifurcated and accounted for as a derivative. At the end of each reporting period, the Company records an adjustment to sales to reflect the mark-to-market of outstanding provisional invoices based on the forward price curve. Because these provisionally priced sales have not yet settled as of the reporting date, the mark-to-market adjustment related to these invoices is included in accounts receivable as of each reporting date. Please see Note 11 for additional information.

 

 

 

 

 

 

 

 

 

 

 

15. Supplementary Cash-Flow Information

 

Other operating adjustments and write-downs within the net cash provided by operations on the statement of cash flows for the nine months ended September 30, 2016 and 2015 consisted of the following:

 

 

 

 

 

 

 

 

 

 

    

2016

    

2015

 

 

 

(in thousands)

 

Unrealized (gain) loss on gold and silver rounds/bullion

 

$

(925)

 

$

260

 

Unrealized foreign currency exchange loss (gain)

 

 

57

 

 

(326)

 

Unrealized (gain) loss on investments

 

 

(348)

 

 

1,726

 

Loss on disposition of fixed assets

 

 

523

 

 

 -

 

Other

 

 

162

 

 

812

 

Total other operating adjustments

 

$

(531)

 

$

2,472

 

 

 

 

 

 

 

 

 

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.

ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion summarizes the results of operations of Gold Resource Corporation and its subsidiaries (“we”, “our”, or “us”) for the three and nine months ended September 30, 2016 and compares those results to the three and nine months ended September 30, 2015. It also analyzes our financial condition at September 30, 2016 and compares it to our financial condition at December 31, 2015. This discussion should be read in conjunction with the management’s discussion and analysis and the audited financial statements and footnotes for the year ended December 31, 2015 contained in our annual report on Form 10-K for the year ended December 31, 2015.

 

The discussion also presents certain financial measures that are not prepared in accordance with U.S. Generally Accepted Accounting Principles (“non-GAAP”) but which are important to management in its evaluation of our operating results and are used by management to compare our performance with what we perceive to be peer group mining companies, and are relied on as part of management’s decision-making process. Management believes these measures may also be important to investors in evaluating our performance. For a detailed description of each of the non-GAAP financial measures, please see the discussion below under Non-GAAP Measures.

 

See Forward-Looking Statements at the end of this Item 2 for important information regarding statements contained herein.

 

Overview

 

We are a mining company which pursues gold and silver projects that are expected to have both low operating costs and high returns on capital. We are presently focused on mineral production from the Aguila Project in Oaxaca, Mexico, which is included in our Oaxaca Mining Unit. Our processing facilities at the Aguila Project produce doré and concentrates primarily from ore mined from the Arista underground mine, which contains precious metals of gold and silver and base metals of copper, lead and zinc.

 

In our financial statements, we report the sale of precious metals and base metals as revenue and we periodically review our revenue streams to ensure that this treatment remains appropriate. We consider precious metals to be the primary driver of our economic decisions and believe that base metals are secondary products.

 

Precious metal gold equivalent is determined by taking gold ounces produced or sold, plus silver ounces produced or sold converted to precious metal gold equivalent ounces using the gold to silver average price ratio for the period. The gold and silver average prices used to determine the gold to silver average price ratio are the actual metal prices realized from sales of our gold and silver. Please see the section titled Non-GAAP Measures below for additional information concerning cash cost per ounce measures.

 

Highlights for the third quarter of 2016 are included below and discussed further in our Results of Operations.

 

Highlights

 

·

Working capital of $26.3 million;

·

Net income of $1.6 million;

·

Acquisition of two potentially high grade gold properties in the Walker Lane Mineral Belt;

·

Receipt of final permit for the Alta Gracia property;

·

Total cash cost per precious metal gold equivalent ounce sold of $623; and

·

Total all-in sustaining cost per precious metal gold equivalent ounce sold of $907.

 

Acquisitions

 

Isabella Pearl Project: On August 12, 2016, we purchased the Walker Lane Minerals Corp which owns a 100% interest in the Isabella Pearl project, a potential open pit heap leach project located in Mineral County, Nevada. The project contains third party Proven and Probable Reserves of 191,400 gold ounces at an average grade of 2.18 grams per tonne (“g/t”) and is in advanced stages of engineering and production permitting.

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Mina Gold: On August 12, 2016, we also purchased the Mina Gold property located in Mineral County, Nevada. The Mina Gold property contains an historic third party estimate of mineralized material totaling 1,606,000 tonnes grading 1.88 (g/t) gold and is within close proximity to both Isabella Pearl and Gold Mesa.

 

Please see Note 3 to the Condensed Consolidated Financial Statements for additional information about our property acquisitions.

 

Exploration and Development Activities

 

Exploration activities are performed on our portfolio of exploration properties in Oaxaca and Nevada. All of the properties that make up our Oaxaca Mining Unit are located along what is known as the San Jose structural corridor, which runs north 70 degrees west. Our properties comprise 55 continuous kilometers of this structural corridor which spans three historic mining districts in Oaxaca. Our Nevada exploration properties are in close proximity to other major gold deposits in the Walker Lane Mineral Belt which are known for their significant and high-grade gold-silver production from historic mines.

 

Oaxaca Mining Unit, Mexico

 

The Aguila Project: Our mine exploration activities during the third quarter of 2016 at the Aguila Project focused mainly on underground exploration drilling at the Switchback and Arista vein systems. The Switchback drilling program continued to target further exploration and delineation of the multiple high-grade parallel veins for reserve definition and mine plan optimization. A second Switchback ramp initiated from the 21 level of the Arista mine continued to advance during the third quarter and plan to access previously delineated mineralized material at the Switchback vein system early in the fourth quarter. Nineteen diamond drill holes totaling 4,318 meters were completed at the Aguila Project during the third quarter of 2016.

 

Alta Gracia property: The blasting permit was received at the end of the third quarter. Mining operations can now commence at the Alta Gracia property. We have already begun development and access to the mineralization by improving existing historic drift accesses. We will initially target small scale underground mining with delivery of mineralized material to our Aguila processing facility anticipated in the fourth quarter of this year or the first quarter of 2017.

 

Las Margaritas property: An initial diamond drilling program commenced during the third quarter of 2016 on the new gold and silver mineralized zone called “Trenes” identified at Margaritas.

 

Nevada Mining Unit, U.S.A.

 

Isabella Pearl property: During the third quarter, the Company was granted its permit for a drill program targeting reserve definition and further metallurgical studies, in addition to a water well to supply future mining operations. The drill program for reserve definition has begun and the water well drilling is scheduled to begin during the fourth quarter of 2016. Engineering and design modification are underway to advance the Isabella-Pearl property toward a production decision.

 

Mina Gold property: Review of geological, exploration and historical mining data continued on the Mina Gold property during the third quarter of 2016. An initial reverse circulation drill program is targeted for the Mina Gold property during the fourth quarter of 2016.

 

Gold Mesa property: Surface drilling continued at Gold Mesa during the third quarter of 2016. The exploration drill program has now tested six target areas consisting of eighty-three holes totaling 2,883 meters. This drilling confirmed and extended surface and near surface gold mineralization at Gold Mesa. Additional drilling is targeted for the fourth quarter of 2016.

 

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Results of Operations

 

The following table summarizes our results of operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

 

 

    

2016

    

2015

    

2016

    

2015

 

 

 

(in thousands)

 

Sales, net

 

$

21,367

 

$

19,437

 

$

64,968

 

$

71,082

 

Mine gross profit

 

 

5,363

 

 

4,441

 

 

21,210

 

 

25,389

 

Operating income (loss)

 

 

2,455

 

 

(282)

 

 

13,308

 

 

10,941

 

Other (expense) income

 

 

(74)

 

 

(1,033)

 

 

1,170

 

 

(2,080)

 

Income (loss) before income taxes

 

 

2,381

 

 

(1,315)

 

 

14,478

 

 

8,861

 

Provision for income taxes

 

 

787

 

 

(846)

 

 

6,479

 

 

3,465

 

Net income (loss)

 

$

1,594

 

$

(469)

 

$

7,999

 

$

5,396

 

 

Sales, net

 

Metal sales of $21.4 million for the third quarter of 2016 increased by $1.9 million, or 10%, when compared to the same period in 2015. Our increased sales were due to stronger market prices for precious and base metals. Gold, silver, lead and zinc realized prices increased by 20%, 43%, 18% and 42%, respectively, compared to the same period in 2015. The increased prices were partially offset by lower precious and base metals production.

 

Metal sales of $65.0 million for the first nine months of 2016 decreased by $6.1 million, or 9%, when compared to the same period in 2015. Our 2016 sales decreased primarily due to the lower production of silver, copper, and lead, when compared to the same period in 2015, as a result of lower grades. Lower production was partially offset by higher average realized prices when compared to the same period in 2015.

 

Please see the Production and Sales Statistics table below for additional information regarding our mineral sales statistics.

 

Production 

 

For the third quarter of 2016, mill production totaled 6,066 ounces of gold and 431,335 ounces of silver, a decrease of 11% and 23%, respectively, over the same period in 2015. Production during the third quarter of 2016 was impacted by lower grades processed, when compared to the same period in 2015.

 

For the first nine months of 2016, mill production totaled 22,540 ounces of gold, an increase of 3% over the same period in 2015, while silver, copper, and lead production decreased, mainly due to the lower grades, offset by an 11% increase in zinc production to 10,306 tonnes for the first nine months of 2016.

 

We continue mining narrower, higher grade veins at the Arista deposit and have supplemented the volume with lower grade, stockpiled open pit ore mined in years past. The open pit stockpiles have primarily gold, negligible silver and no base metals. We processed 11,459 tonnes and 38,764 tonnes of stockpiled open pit ore during the third quarter and first nine months of 2016, respectively. The net effect of running stockpiled open pit ore is that it lowers the overall grades for all metals processed.

 

Gold and silver ore grades vary depending on the area of the Arista deposit being mined and generally speaking, we expected grades to be lower than in the prior year when we mine in the deeper levels of the deposit. We remain on target with our 2016 annual production outlook, targeting a plus or minus 5 percent production, of 26,000 gold ounces and 1.9 million silver ounces.

 

On a precious metal gold equivalent basis, our mill production totaled 12,763 ounces and 42,281 ounces for the third quarter and first nine months of 2016, respectively. Please see the Production and Sales Statistics table below for additional information regarding our mineral production statistics.

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During the third quarter and first nine months of 2016, we processed an average of 1,278 and 1,269 ore tonnes per operating day, respectively, compared to 1,143 and 1,104, respectively, for the same periods in 2015. The Aguila mill’s flotation circuit processing capacity is a nominal 1,500 tonnes per day. Achieving this processing rate in the future is dependent upon our ability to develop the mine to a point where ore extraction can consistently achieve target capacity while meeting grade and dilution parameters.

 

The following Production and Sales Statistics table summarizes certain information about our mining operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

 

 

 

2016

    

2015

 

2016

 

2015

 

Milled

 

 

 

 

 

 

 

 

 

 

 

 

 

Tonnes Milled (1)

 

 

113,945