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 June 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

 

Gold Resource Corporation

_{(Exact Name of Registrant as Specified in its charter)}

 

 

 

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.

 

 

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: 54,266,706 shares of common stock outstanding as of August 1, 2016.

 

 

 

GOLD RESOURCE CORPORATION

 

FORM 10-Q

 

Index

 

 

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 the exhibits filed or incorporated by reference therein.

 

 

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)

 

 

 

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

 

GOLD RESOURCE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

(Unaudited)

 

 

 

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

 

 

 

GOLD RESOURCE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

(Unaudited)

 

 

 

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

GOLD RESOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 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. subsidiary GRC Nevada Inc. 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 presentation 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. However, the results of operations for the interim period ended June 30, 2016 may not be indicative of results of operations to be expected for the full fiscal year.

 

Recently Issued Accounting Pronouncements: 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.

 

 

 

 

 

 

 

2. 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). 

 

The following tables set forth certain of the Company’s assets measured at fair value by level within the fair value hierarchy. 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.

 

 

 

 

 

 

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. The Company’s current investments consist of marketable equity securities which are 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. 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.

 

Gains and losses related to changes in the fair value of these financial instruments were included in the Company’s consolidated statements of income as shown in the following table:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3. 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 six months ended June 30, 2016, the Company made no purchases of gold or silver bullion. At June 30, 2016 and December 31, 2015, the Company’s holdings of rounds/bullion consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4. Current Inventories 

 

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

 

 

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

 

5. Income Taxes 

 

The Company recorded income tax expense of $5.0 million and $5.7 million for the three and six months ended June 30, 2016. During the three and six months ended June 30, 2015, the Company recorded income tax expense of $0.3 million and $4.3 million, respectively.

 

The Company recorded $1.7 million of fuel tax credits in income tax receivable with the offset to production cost. 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. Our Mexico 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. The Company already applied $0.2 million of fuel tax credits against its taxes payable and anticipates to utilize the remainder by the end of the year.

 

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 carry forward periods), projected future taxable income and tax-planning strategies in making this assessment. As of June 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 June 30, 2016, the Company believes that it has no liability for uncertain tax positions.

 

 

6. Prepaid Expenses and Other Current Assets

 

At June 30, 2016 and December 31, 2015, prepaid expenses and other current assets consisted of the following:

 

 

 

 

 

7. Property, Plant and Mine Development, net

 

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

 

 

 

The Company recorded depletion, depreciation and amortization expense of $3.2 million and $6.0 million for the three and six months ended June 30, 2016, respectively. For the three and six months ended June 30, 2015, the Company recorded depletion, depreciation and amortization expense of $2.3 million and $3.7 million respectively.

 

The Company paid off all capital leases in the second quarter of 2016.

 

 

8. Other Non-Current Assets

 

At June 30, 2016 and December 31, 2015, other non-current assets consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

9. Accrued Expenses and Other Current Liabilities

 

At June 30, 2016 and December 31, 2015, accrued expenses and other current liabilities consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

10. Reclamation and Remediation

 

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

 

 

 

 

 

 

11. Shareholders’ Equity 

 

The Company declared and paid $0.5 million of dividends during the six months ended June 30, 2016. During the six months ended June 30, 2015, the Company declared and paid dividends of $3.3 million. Since July 2010, the Company has declared monthly cash dividends totaling $2.04 per share to shareholders of record. On July 27, 2016, the Board of Directors declared a dividend on common stock totaling $0.1 million payable in August 2016.

 

 

 

 

12. Concentrate Sale Settlements

 

The Company records adjustments to sales of metals concentrate that result from final settlement of provisional invoices in the period that the final invoice settlement occurs. The Company also compares assays taken at the mine site on its concentrate shipments, upon which the Company’s provisional invoices are based, to assays obtained from samples taken at the buyer’s warehouse prior to final settlement, upon which the final invoices are in part based, to assess whether an adjustment to sales is required prior to final invoice settlement.

 

In addition to the final settlement adjustments on provisional invoices, the Company records a sales adjustment to mark-to-market outstanding provisional invoices at the end of each reporting period. These adjustments resulted in an increase to sales of $0.6 million and $0.7 million for the three and six months ended June 30, 2016 and a decrease to sales of nil and $0.1 million for the three and six months ended June 30, 2015.

 

Sales of metal concentrates are recorded net of smelter refining fees, treatment charges and penalties. Total charges for these items totaled $4.1 million and $7.0 million for the three and six months ended June 30, 2016, respectively, and $3.1 million and $5.8 million for the three and six months ended June 30, 2015, respectively.

 

 

 

 

 

13. Equity Incentive Plans

 

The Company previously maintained a Non-Qualified Stock Option and Stock Grant Plan, approved by the Board of Directors in 1999 (“1999 Plan”.) In 2010, that plan was amended and restated as the Gold Resource Corporation Amended and Restated Stock Option and Stock Grant Plan and the number of shares reserved for issuance there under was increased to 10 million.

 

On April 14, 2016, the Board of Directors adopted the Gold Resource Corporation 2016 Equity Incentive Plan (“2016 Plan”) and suspended the grant of any new awards under the 1999 Plan. The 1999 Plan will remain in effect until all awards granted thereunder have been exercised, forfeited, cancelled, expired or otherwise terminated.

 

The 2016 Plan allows for the issuance 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. All employees, officers, non-employee directors and consultants of the Company are eligible to participate in the 2016 Plan. The current amount of common stock subject to grant under the 2016 Plan is 5.0 million shares. The 2016 Plan was approved by the Company’s shareholders on June 15, 2016.

 

A summary of activity under the plans for the six months ended June 30, 2016 is presented below:

 

 

 

A total of 240,000 options were granted during the six months ended June 30, 2016, of which 100,000 options vested immediately and have an exercise term of 10 years. The remaining options vest over a three year period and have an exercise term of 10 years. The average fair value of options granted during the period ended June 30, 2016 was $1.15 per share. The total fair value of options vested during the period ended June 30, 2016 was $0.8 million.

 

The following table summarizes information about stock options outstanding at June 30, 2016:

 

 

 

The fair value of stock option grants is amortized over the respective vesting period. Total stock-based compensation expense related to stock options has been allocated between production costs and general and administrative expense as follows:

 

 

 

The estimated unrecognized stock-based compensation expense from unvested options as of June 30, 2016 was $0.5 million and is expected to be recognized over the remaining vesting periods of up to three years. The assumptions used to determine the value of stock-based awards under the Black-Scholes-Merton method are summarized below:

 

 

 

 

 

 

 

 

 

14. Other Income (Expense), Net

 

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

 

 

 

 

15. Net Income per Common Share

 

Basic earnings 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, 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.

 

Options to purchase 4.3 million shares of common stock at average exercise prices of $10.28 were outstanding at June 30, 2016 and 2015, but were not included in the computation of diluted weighted average common shares because their exercise prices exceeded the average price of the Company’s common stock for the respective periods presented.

 

Net income per common share is as follows:

 

 

 

 

 

 

 

16. Supplementary Cash-Flow Information

 

Other operating adjustments and write-downs within the net cash provided by operations on the statement of cash flows consisted of the following:

 

(1)Please see Note 8.

 

 

 

 

 

.

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 six months ended June 30, 2016 and compares those results to the three and six months ended June 30, 2015. It also analyzes our financial condition at June 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 are important to management in its evaluation of our operating results and which 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. 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.

 

For the second quarter of 2016, our mill produced 10,011 gold ounces, 572,499 silver ounces, 320 copper tonnes, 1,009 lead tonnes and 3,813 zinc tonnes. During the same period, we sold 8,197 gold ounces and 548,537 silver ounces, or a total of 15,570 precious metal gold equivalent ounces, at a total cash cost per gold equivalent ounce of $317. 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 the cash cost per ounce measures.

 

For the second quarter of 2016, we reported revenue of $26.2 million, mine gross profit of $12.4 million and net income of $5.6 million.

 

Exploration Activities

 

Oaxaca Mining Unit, Mexico

 

The Aguila Project: Our mine exploration activities during the second 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 second quarter to access previously delineated mineralized material at the Switchback vein system. In addition during the quarter, our mine exploration activities included step-out holes testing the mineralized extensions of the Baja and Splay 66 veins at our producing Arista underground mine. Twelve diamond drill holes totaling 3,594 meters were completed at the Aguila Project during the second quarter of 2016.