UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact Name of Registrant as Specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant’s telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
a | ||
Title of each class | Trading Symbol | Name of each exchange where registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ◻ | Accelerated filer | ◻ |
☒ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act◻
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
GOLD RESOURCE CORPORATION
FORM 10-Q
Table of Contents
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Condensed Consolidated Interim Financial Statements and Notes | 4 | ||
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 | ||
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Processing Plant |
Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
2
SECOND QUARTER 2024 HIGHLIGHTS
Highlights for the three months ended June 30, 2024 are summarized below and discussed further under Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations:
Corporate and Financial
● | The Company has $5.3 million in cash and $14.3 million in working capital as of June 30, 2024. |
● | Net loss was $27.7 million or $0.30 per share for the quarter, which was after a $16.5 million tax expense due to the valuation allowance recorded during the second quarter of 2024 on the DDGM deferred tax assets, $3.7 million in additional interest on streaming liabilities because of higher gold consensus prices in the second quarter, and $1.3 million of unrealized investment loss on the Company’s holdings of Green Light Metals shares. |
● | Total cash cost after co-product credits for the quarter was $1,950 per gold equivalent (“AuEq”) ounce and total all-in sustaining cost (“AISC”) after co-product credits for the quarter was $2,661 per AuEq ounce. (See Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Measures for a reconciliation of non-GAAP measures to applicable GAAP measures). |
● | During the three months ended June 30, 2024, an aggregate of 3,478,813 shares of the Company’s common stock were sold and settled through the At the Market (“ATM”) agreement for net proceeds to the Company of $1.8 million, after deducting $0.1 million for Agent’s commissions and other expenses. |
Don David Gold Mine
● | In the second quarter of 2024, DDGM produced and sold a total of 5,625 gold equivalent ounces, comprised of 2,724 gold ounces and 234,560 silver ounces at an average sales price per ounce of $2,465 and $30.49, respectively. |
● | During the second quarter, the underground diamond drilling program progressed as planned and on schedule, utilizing two drill rigs generating positive results. Infill drilling continued to upgrade Inferred resources to the Measured and Indicated resource categories, particularly focusing on the recently discovered Three Sisters and Gloria vein systems. Infill drilling during this period continued to identify and give definition to high-grade ore shoots in the Sandy 1 and Sandy 2 veins of the Three Sisters system. Additionally, grade control drilling continued to prove up economic mineralization in veins scheduled for production in both the Arista and Switchback systems. |
● | There were no lost time incidents during the quarter, resulting in a “zero” year-to-date Lost Time Injury Frequency Rate (“LTIFR”) safety record. Safety at Gold Resource Corporation is paramount. Even with a good track record at DDGM, the Company continues to strive each quarter for improved safety measures, awareness, and training. |
Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
3
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
GOLD RESOURCE CORPORATION
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
As of | As of | |||||
June 30, | December 31, | |||||
Note | 2024 |
| 2023 | |||
ASSETS | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net | | | ||||
Inventories, net | 4 | | | |||
Prepaid expenses and other current assets | 6 | | | |||
Total current assets | | | ||||
Property, plant, and mine development, net | 7 | | | |||
Deferred tax assets, net | 5 | | | |||
Other non-current assets | 8 | | | |||
Total assets | $ | | $ | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
Current liabilities: | ||||||
Accounts payable | $ | | $ | | ||
Mining royalty taxes payable, net | | | ||||
Accrued expenses and other current liabilities | 9 | | | |||
Total current liabilities | | | ||||
Reclamation and remediation liabilities | 11 | | | |||
Gold and silver stream agreements liability | 10 | | | |||
Deferred tax liabilities, net | 5 | | | |||
Contingent consideration | 12 | | | |||
Other non-current liabilities | 9 | | | |||
Total liabilities | | | ||||
Commitments and contingencies | 12 | |||||
Shareholders’ equity: | ||||||
Common stock - $ | ||||||
| | |||||
Additional paid-in capital | | | ||||
Accumulated deficit | ( | ( | ||||
Treasury stock at cost, | ( | ( | ||||
Accumulated other comprehensive loss | ( | ( | ||||
Total shareholders’ equity | | | ||||
Total liabilities and shareholders’ equity | $ | | $ | |
The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.
Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
4
GOLD RESOURCE CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share amounts)
(Unaudited)
For the three months ended | For the six months ended | |||||||||||
June 30, | June 30, | |||||||||||
Note | 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Sales, net | 3 | $ | | $ | | $ | | $ | | |||
Cost of sales: | ||||||||||||
Production costs | | | | | ||||||||
Depreciation and amortization | | | | | ||||||||
Reclamation and remediation | | | | | ||||||||
Total cost of sales | | | | | ||||||||
Mine gross (loss) profit | ( | ( | ( | | ||||||||
Costs and expenses: | ||||||||||||
General and administrative expenses | | | | | ||||||||
Mexico exploration expenses | | | | | ||||||||
Michigan Back Forty Project expenses | | | | | ||||||||
Stock-based compensation | 16 | | | | | |||||||
Other expense, net | 17 | | | | | |||||||
Total costs and expenses | | | | | ||||||||
Loss before income taxes | ( | ( | ( | ( | ||||||||
Income tax provision (benefit) | 5 | | ( | | ( | |||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Net loss per common share: | ||||||||||||
Basic and diluted net loss per common share | 18 | ( | ( | ( | ( | |||||||
Weighted average shares outstanding: | ||||||||||||
Basic and diluted | 18 | | | | |
The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.
Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
5
GOLD RESOURCE CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands, except share amounts)
(Unaudited)
For the three months ended June 30, 2024 and 2023 | ||||||||||||||||||||
| Number of |
| Par Value of |
| Additional Paid- |
| Retained Earnings (Accumulated Deficit) |
| Treasury |
| Accumulated |
| Total | |||||||
Balance, March 31, 2023 | | $ | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Stock-based compensation | - | - | | - | - | - | | |||||||||||||
Net loss | - | - | - | ( | - | - | ( | |||||||||||||
Balance, June 30, 2023 | | $ | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Balance, March 31, 2024 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | |||||||
Stock-based compensation | - | - | | - | - | - | | |||||||||||||
Common stock issued for vested restricted stock units | | - | - | - | - | - | - | |||||||||||||
Issuance of stock, net of issuance costs (1) | | | | - | - | - | | |||||||||||||
Surrender of stock for taxes due on vesting | ( | - | ( | - | - | - | ( | |||||||||||||
Net loss | - | - | - | ( | - | - | ( | |||||||||||||
Balance, June 30, 2024 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | |
(1) | An aggregate of |
The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.
GOLD RESOURCE CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands, except share amounts)
(Unaudited)
For the six months ended June 30, 2024 and 2023 | ||||||||||||||||||||
| Number of |
| Par Value of |
| Additional Paid- |
| Retained |
| Treasury |
| Accumulated |
| Total Shareholders' Equity | |||||||
Balance, December 31, 2022 | | $ | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Stock-based compensation | - | - | | - | - | - | | |||||||||||||
Common stock issued for vested restricted stock units | | - | - | - | - | - | - | |||||||||||||
Surrender of stock for taxes due on vesting | ( | - | ( | - | - | - | ( | |||||||||||||
Net loss | - | - | - | ( | - | - | ( | |||||||||||||
Balance, June 30, 2023 | | $ | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Balance, December 31, 2023 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | |||||||
Stock-based compensation | - | | - | - | - | | ||||||||||||||
Common stock issued for vested restricted stock units | | - | - | - | - | - | ||||||||||||||
Issuance of stock, net of issuance costs (1) | | | | - | - | - | | |||||||||||||
Surrender of stock for taxes due on vesting | ( | - | ( | - | - | - | ( | |||||||||||||
Net loss | - | ( | - | - | ( | |||||||||||||||
Balance, June 30, 2024 | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | |
(1) | An aggregate of |
The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.
Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
7
GOLD RESOURCE CORPORATION
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
(Unaudited)
For the six months ended June 30, | ||||||
Note | 2024 |
| 2023 | |||
Cash flows from operating activities: | ||||||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Deferred income tax expense (benefit) | | ( | ||||
Depreciation and amortization | | | ||||
Stock-based compensation | | | ||||
Interest on streaming liabilities | | | ||||
Other operating adjustments, net | 20 | | | |||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | ( | | ||||
Inventories | | | ||||
Prepaid expenses and other current assets | ( | ( | ||||
Other non-current assets | ( | ( | ||||
Accounts payable and other accrued liabilities | | ( | ||||
Cash settled liability awards | ( | - | ||||
Mining royalty and income taxes payable, net | ( | ( | ||||
Net cash provided by operating activities | | | ||||
Cash flows from investing activities: | ||||||
Capital expenditures | ( | ( | ||||
Net cash used in investing activities | ( | ( | ||||
Cash flows from financing activities: | ||||||
Proceeds from the ATM sales, net of issuance costs | | - | ||||
Other financing activities | ( | ( | ||||
Net cash provided by (used in) financing activities | | ( | ||||
Effect of exchange rate changes on cash and cash equivalents | ( | ( | ||||
Net decrease in cash and cash equivalents | ( | ( | ||||
Cash and cash equivalents at beginning of period | | | ||||
Cash and cash equivalents at end of period | $ | | $ | | ||
Supplemental Cash Flow Information | ||||||
Income and mining taxes paid | $ | | $ | |||
Non-cash investing or financing activities: | ||||||
Value of common shares issued for RSU redemption | $ | | $ | | ||
Balance of capital expenditures in accounts payable | $ | | $ | |
The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements.
Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
8
GOLD RESOURCE CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
1. Basis of Preparation of Financial Statements
The Condensed Consolidated Interim Financial Statements (“interim financial statements”) of Gold Resource Corporation and its subsidiaries (collectively, the “Company”) are unaudited and have been prepared in accordance with the rules of the Securities and Exchange Commission (“SEC”) for interim statements. Certain information and footnote disclosures required by United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been condensed or omitted as permitted by such rules. However, the Company believes that the disclosures included are adequate to make the information presented not misleading. In the opinion of management, all adjustments (including normal recurring adjustments) and disclosures necessary for a fair presentation of these interim financial statements have been included. The results reported in these interim financial statements do not necessarily indicate the results that may be reported for the entire year. These interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s annual report on Form 10-K (the “2023 Annual Report”). The year-end balance sheet data was derived from the audited financial statements. Unless otherwise noted, there have been no material changes to the footnotes from those accompanying the audited consolidated financial statements contained in the 2023 Annual Report.
In the presentation of certain operating cashflows in the statement of cashflows for 2023 have been reclassified to conform with current year presentation. This had no impact on total operating cashflows previously presented.
2. New Accounting Pronouncements
The FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures in November 2023, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption is permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.
The FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures in December 2023, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.
Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
9
3. Revenue
The Company derives its revenue mainly from the sale of concentrates. The following table presents the Company’s net sales for each period presented, disaggregated by source:
For the three months ended June 30, | For the six months ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
(in thousands) | (in thousands) | |||||||||||
Doré sales, net | ||||||||||||
Gold | $ | - | $ | | $ | | $ | | ||||
Silver | - | | | | ||||||||
Less: Refining charges | - | ( | ( | ( | ||||||||
Total doré sales, net | - | | | | ||||||||
Concentrate sales | ||||||||||||
Gold | | | | | ||||||||
Silver | | | | | ||||||||
Copper | | | | | ||||||||
Lead | | | | | ||||||||
Zinc | | | | | ||||||||
Less: Treatment and refining charges | ( | ( | ( | ( | ||||||||
Total concentrate sales, net | | | | | ||||||||
Realized gain - embedded derivative, net (1) | | | | | ||||||||
Unrealized gain (loss) - embedded derivative, net | | ( | | ( | ||||||||
Total sales, net | $ | | $ | | $ | | $ | |
(1) | Copper, lead, and zinc are co-products. In the Realized gain - embedded derivative, net, there is $ |
4. Inventories, net
At June 30, 2024 and December 31, 2023, inventories, net, consisted of the following:
| As of |
| As of | |||
June 30, | December 31, | |||||
2024 | 2023 | |||||
(in thousands) | ||||||
Stockpiles - underground mine | $ | | $ | | ||
Concentrates | | | ||||
Doré, net | | | ||||
Subtotal - product inventories | | | ||||
Materials and supplies (1) | | | ||||
Total | $ | | $ | |
(1) | Net of reserve for obsolescence of $ |
5. Income Taxes
The Company recorded income tax provisions of $
Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
10
Income in Mexico is taxed at
Mexico Valuation Allowance
The Company recorded a valuation allowance on the Mexico Income Tax net deferred tax assets as of June 30, 2024 in the amount of $
Mexico Mining Taxation
Mining entities in Mexico are subject to two mining duties, in addition to the
The Company periodically transfers funds from its Mexican wholly owned subsidiary to the U.S. as dividends, which are subject to a
In October 2023, the Company received a notification from the Mexican Tax Administration Services (“SAT”) with a sanction of
Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
11
6. Prepaid Expenses and Other Current Assets
At June 30, 2024 and December 31, 2023, prepaid expenses and other current assets consisted of the following:
| As of |
| As of | |||
June 30, | December 31, | |||||
2024 | 2023 | |||||
(in thousands) | ||||||
Advances to suppliers | $ | | $ | | ||
Prepaid insurance | | | ||||
Prepaid income tax | | | ||||
Other current assets | | | ||||
Total | $ | | $ | |
Prepaid income tax
Mexican tax statutes specify that the current year tax prepayments be calculated based on a coefficient for prior year earnings, regardless of current year results. Starting in the third quarter of each year, these same statutes allow companies to request a reduction of the coefficient, which adjusts for losses experienced in the current year. During 2023, DDGM had to prepay approximately $
Other current assets
A value added (“IVA”) tax in Mexico is assessed on the sales of products and purchases of materials and services. Businesses owe IVA taxes as the business sells a product and collects IVA taxes from its customers. Likewise, businesses are generally entitled to recover the taxes they have paid related to purchases of materials and services, either as a refund or credit to IVA tax payable. Amounts recorded as IVA taxes in the consolidated financial statements represent the net estimated IVA tax payable or receivable, since there is a legal right of offset of IVA taxes. As of June 30, 2024 and December 31,2023, this resulted in an asset balance of $
7. Property, Plant, and Mine Development, net
At June 30, 2024 and December 31, 2023, property, plant, and mine development, net consisted of the following:
| As of |
| As of | |||
June 30, | December 31, | |||||
2024 | 2023 | |||||
(in thousands) | ||||||
Asset retirement costs (“ARO asset”) | $ | | $ | | ||
Construction-in-progress | | | ||||
Furniture and office equipment | | | ||||
Land | | | ||||
Mineral interest | | | ||||
Light vehicles and other mobile equipment | | | ||||
Machinery and equipment | | | ||||
Mill facilities and infrastructure | | | ||||
Mine development | | | ||||
Software and licenses | | | ||||
Subtotal | | | ||||
Accumulated depreciation and amortization | ( | ( | ||||
Total | $ | | $ | |
The Company recorded depreciation and amortization expense of $
Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
12
six months ended June 30, 2024, respectively, and $
8. Other Non-current Assets
At June 30, 2024 and December 31, 2023, other non-current assets consisted of the following:
| As of |
| As of | |||
June 30, | December 31, | |||||
2024 | 2023 | |||||
(in thousands) | ||||||
Investment in Maritime | $ | | $ | | ||
Investment in Green Light Metals | | | ||||
Other non-current assets | | | ||||
Total | $ | | $ | |
Investment in Maritime
On September 22, 2022, the Company invested
Investment in Green Light Metals
On December 28, 2022, Gold Resource Corporation received
9. Accrued Expenses and Other Liabilities
At June 30, 2024 and December 31, 2023, accrued expenses and other liabilities consisted of the following:
| As of |
| As of | |||
June 30, | December 31, | |||||
2024 | 2023 | |||||
(in thousands) | ||||||
Accrued royalty payments | $ | | $ | | ||
Share-based compensation liability - current | | | ||||
Employee profit sharing obligation | | | ||||
Other payables | | | ||||
Total accrued expenses and other current liabilities | $ | | $ | | ||
Accrued non-current labor obligation | $ | | $ | | ||
Share-based compensation liability | | | ||||
Other long-term liabilities | | | ||||
Total other non-current liabilities | $ | | $ | |
Gold Resource Corporation—Condensed Consolidated Interim Financial Statements and Notes (Unaudited)
13
10. Gold and Silver Stream Agreements
The following table presents the Company’s liabilities related to the Company’s Gold and Silver Stream Agreements with Osisko Bermuda Limited (“OBL”), a wholly owned subsidiary of Osisko Gold Royalties Ltd (TSX & NYSE: OR), as of June 30, 2024 and December 31, 2023:
| As of |
| As of | |||
June 30, | December 31, | |||||
2024 | 2023 | |||||
(in thousands) | ||||||
Liability related to the Gold Stream Agreement | $ | | $ | | ||
Liability related to the Silver Stream Agreement | | | ||||
Total liability | $ | | $ | |
Periodic interest expense is incurred based on an implied interest rate. The implied interest rate is determined based on the timing and probability of future production and a
The stream agreements contain customary provisions regarding default and security. In the event that our subsidiary defaults under the stream agreements, including by failing to achieve commercial production by an agreed upon date, it may be required to repay the deposit plus accumulated interest at a rate agreed with OBL. If the Company fails to do so, OBL