goro_Current folio_10Q_Revised_Taxonomy2017

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, 2018

 

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


C:\Users\Janet.Turner\AppData\Local\Microsoft\Windows\INetCache\Content.Word\GRC logo 7.24.2017 high res.jpg

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 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 submit such files). Yes  ☒ No ☐ 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

 

 

 

 

Larger accelerated filer

Accelerated filer

 

 

 

 

Non-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  ☐    No  ☒ 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  57,718,676 shares of common stock outstanding as of October 29, 2018.

 

 

 

 


 

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, 2018 (unaudited) and December 31, 2017 

 

1

 

 

 

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017 (unaudited)

 

2

 

 

 

Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

 

3

 

 

 

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 (unaudited)

 

4

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

5

 

Item 2.

 

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

 

16

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

27

 

Item 4.

 

Controls and Procedures

 

28

 

 

 

 

 

 

 

Part II - OTHER INFORMATION 

 

 

 

 

 

 

 

 

 

Item 6. 

 

Exhibits

 

29

 

Signatures 

 

30

 

 

 

 

 

 


 

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, 

 

    

2018

    

2017

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

16,601

 

$

22,390

Gold and silver rounds/bullion

 

 

3,405

 

 

3,812

Accounts receivable

 

 

1,428

 

 

2,884

Inventories, net

 

 

11,985

 

 

11,636

Income tax receivable, net

 

 

1,276

 

 

 -

Prepaid expenses and other current assets

 

 

2,586

 

 

1,767

Total current assets

 

 

37,281

 

 

42,489

Property, plant and mine development, net

 

 

102,098

 

 

82,599

Deferred tax assets, net

 

 

7,576

 

 

6,854

Other non-current assets

 

 

835

 

 

981

Total assets

 

$

147,790

 

$

132,923

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

13,908

 

$

6,904

Loans payable, current

 

 

743

 

 

568

Capital leases, current

 

 

404

 

 

382

Income taxes payable, net

 

 

 -

 

 

1,944

Mining royalty taxes payable, net

 

 

1,550

 

 

2,359

Accrued expenses and other current liabilities

 

 

3,042

 

 

2,851

Total current liabilities

 

 

19,647

 

 

15,008

Reclamation and remediation liabilities

 

 

3,673

 

 

2,946

Loans payable, long-term

 

 

1,572

 

 

1,645

Capital leases, long-term

 

 

929

 

 

1,218

Total liabilities

 

 

25,821

 

 

20,817

Shareholders' equity:

 

 

 

 

 

 

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

 

 

 

 

 

 

57,718,676 and 56,916,484 shares outstanding at September 30, 2018 and December 31, 2017, respectively

 

 

58

 

 

57

Additional paid-in capital

 

 

116,877

 

 

114,584

Retained earnings

 

 

12,089

 

 

4,520

Treasury stock at cost, 336,398 shares

 

 

(5,884)

 

 

(5,884)

Accumulated other comprehensive loss

 

 

(1,171)

 

 

(1,171)

Total shareholders' equity

 

 

121,969

 

 

112,106

Total liabilities and shareholders' equity

 

$

147,790

 

$

132,923

 

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

 

1


 

Table of Contents

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, 

 

    

2018

    

2017

    

2018

    

2017

Sales, net

 

$

24,258

 

$

31,122

 

$

87,177

 

$

76,849

Mine cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

Production costs

 

 

17,363

 

 

16,122

 

 

50,477

 

 

39,634

Depreciation and amortization

 

 

3,515

 

 

3,762

 

 

10,587

 

 

10,271

Reclamation and remediation

 

 

87

 

 

37

 

 

379

 

 

101

Total mine cost of sales

 

 

20,965

 

 

19,921

 

 

61,443

 

 

50,006

Mine gross profit

 

 

3,293

 

 

11,201

 

 

25,734

 

 

26,843

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

2,140

 

 

1,950

 

 

6,719

 

 

5,437

Exploration expenses

 

 

1,304

 

 

1,457

 

 

3,740

 

 

3,415

Other expense, net

 

 

568

 

 

110

 

 

1,356

 

 

1,183

Total costs and expenses

 

 

4,012

 

 

3,517

 

 

11,815

 

 

10,035

(Loss) income before income taxes

 

 

(719)

 

 

7,684

 

 

13,919

 

 

16,808

Provision for income taxes

 

 

62

 

 

3,103

 

 

5,489

 

 

6,987

Net (loss) income

 

$

(781)

 

$

4,581

 

$

8,430

 

$

9,821

Net (loss) income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.01)

 

$

0.08

 

$

0.15

 

$

0.17

Diluted

 

$

(0.01)

 

$

0.08

 

$

0.14

 

$

0.17

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

57,642,966

 

 

56,888,115

 

 

57,361,809

 

 

56,841,897

Diluted

 

 

57,642,966

 

 

57,455,805

 

 

58,252,652

 

 

57,617,030

 

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

 

 

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GOLD RESOURCE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Number of
Common
Shares

  

Par Value of
Common
Shares

  

Additional Paid-

in Capital

  

Retained
Earnings

  

Treasury
Stock

  

Accumulated
Other
Comprehensive
Loss

  

Total
Shareholders'
Equity

Balance, December 31, 2016

 

56,903,272

 

$

57

 

$

112,034

 

$

2,040

 

$

(5,884)

 

$

(1,171)

 

$

107,076

Adjustment to beginning retained earnings as a result of adoption of ASU 2016-16

 

 -

 

 

 -

 

 

 -

 

 

(533)

 

 

 -

 

 

 -

 

 

(533)

Stock-based compensation

 

 -

 

 

 -

 

 

1,192

 

 

 -

 

 

 -

 

 

 -

 

 

1,192

Stock options exercised

 

25,000

 

 

 -

 

 

58

 

 

 -

 

 

 -

 

 

 -

 

 

58

Common stock issued for vested restricted stock units

 

78,400

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Common stock issued for the acquisition of mineral rights

 

246,210

 

 

 -

 

 

1,300

 

 

 -

 

 

 -

 

 

 -

 

 

1,300

Dividends paid and declared

 

 -

 

 

 -

 

 

 -

 

 

(1,137)

 

 

 -

 

 

 -

 

 

(1,137)

Net income

 

 -

 

 

 -

 

 

 -

 

 

4,150

 

 

 -

 

 

 -

 

 

4,150

Balance, December 31, 2017

 

57,252,882

 

$

57

 

$

114,584

 

$

4,520

 

$

(5,884)

 

$

(1,171)

 

$

112,106

Share-based compensation

 

 

 

 

 

 

 

1,090

 

 

 -

 

 

 -

 

 

 -

 

 

1,090

Net stock options exercised

 

712,271

 

 

 1

 

 

1,203

 

 

 -

 

 

 -

 

 

 -

 

 

1,204

Common stock issued for vested restricted stock units

 

89,921

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Dividends paid and declared

 

 -

 

 

 -

 

 

 -

 

 

(861)

 

 

 -

 

 

 -

 

 

(861)

Net income

 

 -

 

 

 -

 

 

 -

 

 

8,430

 

 

 -

 

 

 -

 

 

8,430

Balance, September 30, 2018 (unaudited)

 

58,055,074

 

$

58

 

$

116,877

 

$

12,089

 

$

(5,884)

 

$

(1,171)

 

$

121,969

 

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, 

 

    

2018

    

2017

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

8,430

 

$

9,821

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

 

 

 

 

 

 

Deferred income taxes

 

 

(467)

 

 

3,033

Depreciation and amortization

 

 

11,096

 

 

10,602

Stock-based compensation

 

 

1,090

 

 

877

Other operating adjustments

 

 

706

 

 

392

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

1,456

 

 

(3,034)

Inventories

 

 

(340)

 

 

(945)

Prepaid expenses and other current assets

 

 

(390)

 

 

958

Other noncurrent assets

 

 

132

 

 

36

Accounts payable and other accrued liabilities

 

 

3,536

 

 

3,319

Mining royalty and income taxes payable, net

 

 

(4,428)

 

 

(1,556)

Net cash provided by operating activities

 

 

20,821

 

 

23,503

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(26,085)

 

 

(20,382)

Other investing activities

 

 

 5

 

 

(265)

Net cash used in investing activities

 

 

(26,080)

 

 

(20,647)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from the exercise of stock options

 

 

1,261

 

 

 -

Dividends paid

 

 

(860)

 

 

(852)

Repayment of loan payable

 

 

(424)

 

 

(46)

Repayment of capital leases

 

 

(285)

 

 

(21)

Net cash used in financing activities

 

 

(308)

 

 

(919)

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(222)

 

 

(271)

Net (decrease) increase in cash and cash equivalents

 

 

(5,789)

 

 

1,666

Cash and cash equivalents at beginning of period

 

 

22,390

 

 

14,166

Cash and cash equivalents at end of period

 

$

16,601

 

$

15,832

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

 

 

Interest expense paid

 

$

140

 

$

24

Income and mining taxes paid

 

$

6,822

 

$

2,764

Non-cash investing activities:

 

 

 

 

 

 

Increase in accrued capital expenditures

 

$

3,935

 

$

510

Change in estimate for asset retirement cost

 

$

527

 

$

 -

Equipment purchased through loan payable

 

$

526

 

$

2,397

Equipment purchased under capital leases

 

$

17

 

$

21

Common stock issued for the acquisition of mineral rights

 

$

 -

 

$

1,300

 

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

4


 

Table of Contents

GOLD RESOURCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2018

 

(Unaudited)

 

1. Basis of Preparation of Financial Statements

 

The interim Condensed Consolidated 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 for interim statements. Certain information and footnote disclosures required by United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been condensed or omitted although 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 are not necessarily indicative of 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, 2017 included in the Company’s annual report on Form 10-K. 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 Company’s annual report on Form 10-K.

 

2. Recent Accounting Pronouncements

 

Recently Adopted Accounting Pronouncements

 

Accounting Standards Update No. 2014-09—Revenue from Contracts with Customers (Topic 606). On May 28, 2014, the Financial Accounting Standards Board (“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 ASU was further amended in August 2015, March 2016, April 2016, May 2016 and December 2016 by ASU No. 2015-14, No. 2016-08, No. 2016-10, No. 2016-12 and No. 2016-20, respectively.  The guidance provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition.  On January 1, 2018, the Company adopted the new accounting guidance for all contracts using the retrospective approach.    The adoption of this new guidance did not result in any changes to previously reported revenue amounts.  Please see Note 3 for more information.

 

In March 2018, the Company adopted Accounting Standards Update No. 2018-05—Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, which updates the income tax accounting in U.S. GAAP to reflect the Securities and Exchange Commission (“SEC”) interpretive guidance released on December 22, 2017, when the Tax Cuts and Jobs Act was signed into law. Please see Note 6 for additional information.

 

Recently Issued Accounting Pronouncements

 

Accounting Standards Update No. 2016-02Leases (Topic 842). In February 2016, the FASB issued a new standard regarding leases. Lessees will be required to recognize virtually all of their leases on the balance sheet, by recording a right-of-use asset and a lease liability. Public business entities are required to adopt the new leasing standard for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For calendar year-end public entities, this means an adoption date of January 1, 2019. Early adoption is permitted. The Company anticipates adopting the new guidance effective January 1, 2019.

 

The Company is finalizing its assessment of the new guidance and the impact it will have on its consolidated financial statements and disclosures. The Company expects to adopt certain practical expedients available upon adoption

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and implementation of ASU 2016-02.  The new standard will result in an increase in both the assets and liabilities on the Company’s Consolidated Balance Sheets and additional qualitative and quantitative disclosures relating to its operating leases with terms greater than twelve months. 

 

Accounting Standards Update No. 2018-07Compensation — Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting (“ASU 2018-07”). In June 2018, the FASB issued new guidance regarding accounting for stock compensation.  The new guidance expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods or services from non-employees. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods or services to be used or consumed in its own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. ASU 2018-07 is effective for public entities beginning December 1, 2019, with early adoption permitted, but no earlier than the adoption of ASC 606. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements.

 

Accounting Standards Update No. 2018-09Codification Improvements (“ASU 2018-09”). In July 2018, the FASB issued new guidance which makes changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards Codification (“ASC’). The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments do not require transition guidance and will be effective upon issuance of ASU 2018-09. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018. The Company is currently evaluating the impacts that adoption of this guidance will have on its consolidated financial statements.

 

Accounting Standards Update No. 2018-13 Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-15”). In August 2018, the FASB issued new guidance which modifies the disclosure requirements on fair value measurements in Topic 820 and eliminates ‘at a minimum’ from the phrase ‘an entity shall disclose at a minimum’ to promote the appropriate exercise of discretion by entities when considering fair value disclosures and to clarify that materiality is an appropriate consideration. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted.  The Company is currently evaluating the impacts that adoption of this guidance will have on its consolidated financial statements.

 

Accounting Standards Update No. 2018-15Intangibles — Goodwill and Other – Internal-Use Software (Topic 340-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). In August 2018, the FASB issued new guidance aligning the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This guidance is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. The Company is currently evaluating the impacts that adoption of this guidance will have on its consolidated financial statements.

 

 

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3. Revenue

 

The Company derives its revenue from the sale of doré and concentrate.  The following table presents the Company’s net sales disaggregated by source:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

September 30, 

 

Nine months ended

September 30, 

 

    

2018

    

2017

    

2018

    

2017

 

 

(in thousands)

 

(in thousands)

Doré sales, net

 

 

 

 

 

 

 

 

 

 

 

 

Gold

 

$

2,080

 

$

1,409

 

$

5,711

 

$

4,471

Silver

 

 

449

 

 

56

 

 

1,218

 

 

98

Less: Refining charges

 

 

(43)

 

 

(19)

 

 

(106)

 

 

(41)

Total doré sales, net

 

 

2,486

 

 

1,446

 

 

6,823

 

 

4,528

Concentrate sales

 

 

 

 

 

 

 

 

 

 

 

 

Gold

 

 

4,777

 

 

5,892

 

 

15,714

 

 

17,492

Silver

 

 

4,056

 

 

6,239

 

 

18,940

 

 

19,131

Copper

 

 

2,308

 

 

2,071

 

 

7,326

 

 

4,600

Lead

 

 

3,998

 

 

3,257

 

 

11,343

 

 

7,511

Zinc

 

 

9,702

 

 

12,742

 

 

34,927

 

 

26,588

Less: Treatment and refining charges

 

 

(1,121)

 

 

(1,969)

 

 

(4,216)

 

 

(4,956)

Total concentrate sales, net

 

 

23,720

 

 

28,232

 

 

84,034

 

 

70,366

Realized/unrealized embedded derivative, net

 

 

(1,948)

 

 

1,444

 

 

(3,680)

 

 

1,955

Total sales, net

 

$

24,258

 

$

31,122

 

$

87,177

 

$

76,849

 

Doré Revenue

 

Doré sales are recognized upon the satisfaction of performance obligations, which occurs when control of the doré transfers to the customer.  Transfer of control occurs once the customer takes possession of the doré.  Doré sales are recorded using quoted metal prices, net of refining charges.

 

Concentrates Revenue

 

Concentrate sales are initially recorded based on 100% of the provisional sales prices, net of treatment and refining charges, at the time of delivery to the customer at which point the performance obligations are satisfied and control of the product is transferred to the customer.   Adjustments to the provisional sales prices are made to take into account the mark-to-market changes based on the forward prices of metals until final settlement occurs.  The changes in price between the provisional sales price and final sales price are considered 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 quoted metal prices at the time of delivery. The embedded derivative, which does not qualify for hedge accounting, is adjusted to market through revenue each period prior to final settlement. Market changes in the prices of metals between the delivery and final settlement dates will result in adjustments to revenues related to previously recorded sales of concentrate. Sales are recorded net of charges for treatment, refining, smelting losses and other charges negotiated with the buyer. These charges are estimated upon delivery of concentrates based on contractual terms and adjusted to reflect actual charges at final settlement. Historically, actual charges have not varied materially from the Company’s initial estimates. 

 

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4. Gold and Silver Rounds/Bullion

 

The Company periodically purchases gold and silver bullion on the open market for investment purposes and 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, 2018 and 2017, the Company purchased nil ounces and 215.85 ounces, respectively, of gold bullion.

 

At September 30, 2018 and December 31, 2017, the Company’s holdings of rounds/bullion, using quoted market prices, consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2018

 

2017

 

    

Ounces

    

Per Ounce

    

Amount

    

Ounces

    

Per Ounce

    

Amount

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

(in thousands)

Gold

 

1,904

 

$

1,187

 

$

2,260

 

1,905

 

$

1,291

 

$

2,459

Silver

 

80,018

 

$

14.31

 

 

1,145

 

80,224

 

$

16.87

 

 

1,353

Total holdings

 

 

 

 

 

 

$

3,405

 

 

 

 

 

 

$

3,812

 

 

5. Inventories, net 

 

At September 30, 2018 and December 31, 2017, inventories, net consisted of the following:  

 

 

 

 

 

 

 

 

 

    

2018

    

2017

 

 

(in thousands)

Stockpiles - underground mine

 

$

1,553

 

$

1,450

Stockpiles - open pit mine

 

 

62

 

 

101

Concentrates and doré

 

 

1,342

 

 

2,367

Materials and supplies (1)

 

 

9,028

 

 

7,718

Total

 

$

11,985

 

$

11,636


(1)

Net of reserve for obsolescence of $734 and $743, respectively.

 

 

6. Income Taxes

 

The Company recorded income tax expense of $0.1 million and $5.5 million for the three and nine months ended September 30, 2018, respectively.  For the three and nine months ended September 30, 2017, the Company recorded income tax expense of $3.1 million and $7.0 million, respectively.  The Company’s annualized effective rate differs from the U.S. corporate rate of 21% primarily due to differences in statutory rates for income and mining taxes in Mexico.

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation (the “Tax Act”), which significantly revised the U.S. corporate income tax law by lowering the U.S. federal corporate income tax rate from 35% to 21%, implementing a territorial tax system, imposing a one-time tax on foreign unremitted earnings and setting limitations on deductibility of certain costs, among other things.  The Company has not revised any of the 2017 provisional estimates under SAB No. 118 and ASU No 2018-05, and has filed its U.S. income tax return for the year ended December 31, 2017. 

 

The Company periodically transfers funds from its Mexican wholly-owned subsidiary to U.S. in the form of dividends. Mexico requires a 10% withholding tax on dividends to foreign parent companies on all post-2013 earnings.  Dividends from earnings generated prior to 2014 were exempted from the new dividend withholding tax. The Company plans to distribute post-2013 earnings from Mexico beginning in 2018.  According to the existing U.S. – Mexico tax treaty, the dividend withholding tax between these countries is limited to 5% if certain requirements are met.  Based on the Company’s review of these requirements, it estimates it will pay a 5% withholding tax on

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dividends received from Mexico in 2018.  The impact of the planned annual dividends for 2018 is reflected in the estimated annual effective tax rate.

 

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 fossil fuels 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 during the year. In the three and nine months ended September 30, 2018, the Company recorded $1.1 million and $3.2 million, respectively, of fuel tax credits.  For the three and nine months ended September 30, 2017, the Company recorded $0.9 million and $2.5 million, respectively, of fuel tax credits.  These fuel tax credits were used to offset production costs and such credits were applied against the income tax payable. 

 

As of September 30, 2018, the Company believes that it has no liability for uncertain tax positions.

 

7. Prepaid Expenses and Other Current Assets

 

At September 30, 2018 and December 31, 2017, prepaid expenses and other current assets consisted of the following:

 

 

 

 

 

 

 

 

 

    

2018

    

2017

 

 

(in thousands)

Advances to suppliers

 

$

361

 

$

163

Prepaid insurance

 

 

964

 

 

869

Vendor deposits

 

 

247

 

 

501

IVA taxes receivable, net

 

 

767

 

 

 -

Other current assets

 

 

247

 

 

234

Total

 

$

2,586

 

$

1,767

 

 

8. Property, Plant and Mine Development, net

 

At September 30, 2018 and December 31, 2017, property, plant and mine development, net consisted of the following:

 

 

 

 

 

 

 

 

 

    

2018

    

2017

 

 

(in thousands)

Asset retirement costs

 

$

1,497

 

$

1,079

Construction-in-progress (1)

 

 

28,350

 

 

10,838

Furniture and office equipment

 

 

1,744

 

 

1,664

Land

 

 

242

 

 

242

Light vehicles and other mobile equipment

 

 

2,399

 

 

2,211

Machinery and equipment

 

 

23,441

 

 

22,916

Mill facilities and infrastructure

 

 

10,818

 

 

10,075

Mineral interests and mineral rights

 

 

17,958

 

 

17,658

Mine development

 

 

66,997

 

 

56,957

Software and licenses

 

 

1,659

 

 

1,678

Subtotal (2) (3)

 

 

155,105

 

 

125,318

Accumulated depreciation and amortization

 

 

(53,007)

 

 

(42,719)

Total

 

$

102,098

 

$

82,599


(1)

Nevada construction-in-progress costs of $19.4 million and $7.4 million at September 30, 2018 and December 31, 2017, respectively.  Mexico construction-in-progress of $8.9 million and $3.4 million at September 30, 2018 and December 31, 2017, respectively.

(2)

Includes $1.6 million of assets recorded under capital leases at September 30, 2018 and December 31, 2017. Please see Note 12 for additional information.

(3)

Includes accrued capital expenditures of $4.9 and $1.0 million at September 30, 2018 and December 31, 2017, respectively.

 

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During the second quarter of 2018, the Company commenced development and construction of the mine and processing facilities at its Isabella Pearl project. As result of this decision, the Company began capitalizing development and construction costs associated with Isabella Pearl.

 

The Company recorded depreciation and amortization expense of $3.7 million and $11.1 million for the three and nine months ended September 30, 2018, respectively.  For the three and nine months ended September 30, 2017, the Company recorded $3.9 million and $10.6 million, respectively.

 

9. Accrued Expenses and Other Current Liabilities

 

At September 30, 2018 and December 31, 2017, accrued expenses and other current liabilities consisted of the following:

 

 

 

 

 

 

 

 

 

    

2018

    

2017

 

 

(in thousands)

Accrued insurance

 

$

416

 

$

662

Accrued royalty payments

 

 

2,183

 

 

1,805

Dividends payable

 

 

96

 

 

95

IVA taxes payable, net

 

 

 -

 

 

274

Other payables

 

 

347

 

 

15

Total

 

$

3,042

 

$

2,851

 

 

10. 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, 2018 and year ended December 31, 2017:

 

 

 

 

 

 

 

 

 

    

2018

    

2017

 

 

(in thousands)

Reclamation liabilities – balance at beginning of period

 

$

2,005

 

$

1,907

Changes in estimate

 

 

 -

 

 

10

Foreign currency exchange loss

 

 

94

 

 

88

Reclamation liabilities – balance at end of period

 

 

2,099

 

 

2,005

 

 

 

 

 

 

 

Asset retirement obligation – balance at beginning of period

 

 

941

 

 

518

Changes in estimate

 

 

527

 

 

366

Accretion expense

 

 

59

 

 

35

Foreign currency exchange loss

 

 

47

 

 

22

Asset retirement obligation – balance at end of period

 

 

1,574

 

 

941

Total period end balance

 

$

3,673

 

$

2,946

 

The Company’s reclamation and remediation obligations related to the Aguila project as of September 30, 2018 and December 31, 2017 were discounted using a credit adjusted risk-free rate of 8%.

 

The Company is required to post bonds with the Bureau of Land Management (“BLM”) for reclamation of planned mineral exploration and development programs associated with the Company’s mineral properties located on BLM lands in the United States. As a part of the permitting process for the Isabella Pearl project, the Company is currently required to have a reclamation bond of approximately $9.2 million held with the BLM. The Company purchased a surety contract for the reclamation bond which did not require any cash collateral.  The Company is required to maintain the reclamation bond until all abandonment and remediation obligations have been completed to the satisfaction of the BLM. The surety contract names the Company’s subsidiary Walker Lane Minerals Corp. as an indemnitor to the surety agreement. The surety may require additional collateral to be placed into the reclamation deposit account at their discretion.  As of September 30, 2018, the Company recorded a reclamation and remediation liability of $0.5 million, using a credit adjusted risk-free rate of 8%, related to the Isabella Pearl project.

 

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11. Loans Payable

 

The Company has financed certain equipment purchases.  The loans bear annual interest ranging from 3% to 4.48%, are collateralized by the equipment, and require monthly principal and interest payments of $0.07 million.  As of September 30, 2018, there is an outstanding balance of $2.3 million which approximates fair value of the loans.  Scheduled minimum repayments are $0.2 million for the remainder of 2018, $0.8 million in 2019, $0.8 million in 2020, and $0.5 million in 2021. One of the loan agreements is subject to a prepayment penalty, ranging from 1% to 3% of the outstanding loan balance at time of full repayment, depending on the time of repayment.

 

12. Capital Leases

 

The Company has capital lease agreements for certain equipment.  The leases bear annual imputed interest of 1.58% to 5.95% and require monthly principal, interest, and sales tax payments of $0.04 million.  Scheduled minimum annual payments as of September 30, 2018 are as follows (in thousands):

 

 

 

 

 

Year Ending December 31:

    

 

 

2018

 

$

116

2019

 

 

467

2020

 

 

467

2021

 

 

402

Total minimum obligations

 

 

1,452

Interest portion

 

 

(119)

Present value of net minimum payments

 

 

1,333

Less: current portion

 

 

(404)

Non-current portion

 

$

929

 

 

13. Commitments and Contingencies

 

Operating leases

 

The Company also leases equipment and facilities under non-cancelable operating leases expiring at various dates through 2021. The Company also leases its office in Colorado Springs from a related party under a non-cancelable operating lease which expires in 2019.  Future minimum lease payments under operating leases are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments due by Period

 

    

Total

    

2018

    

2019

    

2020

    

2021

    

2022 and
Thereafter

 

 

(in thousands)

Operating leases

 

$

310

 

$

51

 

$

113

 

$

74

 

$

72

 

$

 -

 

Other Commitments

 

As of September 30, 2018, the Company has equipment purchase commitments aggregating approximately $0.5 million.

 

 

 

14. Embedded Derivatives

 

Concentrate sales contracts contain embedded derivatives due to the provisional pricing terms for unsettled deliveries. At the end of each reporting period, the Company records an adjustment to accounts receivable and revenue to reflect the mark-to-market adjustments for outstanding provisional invoices based on metal forward prices.  Please see Note 18 for additional information.

 

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The following table summarizes the Company’s unsettled sales contracts as of September 30, 2018 with the quantities of metals under contract subject to final pricing occurring through December 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gold

 

Silver

 

Copper

 

Lead

 

Zinc

 

    

(ounces)

    

(ounces)

    

(tonnes)

    

(tonnes)

    

(tonnes)

Under contract

 

 

6,420

 

 

439,909

 

 

562

 

 

2,534

 

 

5,409

Average forward price (per ounce or tonne)

 

$

1,229

 

$

15.52

 

$

6,363

 

$

2,180

 

$

2,642

 

 

15. Stock-Based Compensation

 

During 2016, the Company replaced its Amended and Restated Stock Option and Stock Grant Plan (the “Prior Plan”) with the Gold Resource Corporation 2016 Equity Incentive Plan (the “Incentive Plan”).  The Incentive Plan allows 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, RSUs, stock grants, stock units, performance shares, performance share units and performance cash.  Additionally, pursuant to the terms of the Incentive Plan, any award outstanding under the Prior Plan that is terminated, expired, forfeited, or canceled for any reason, will be available for grant under the Incentive Plan.

 

During the nine months ended September 30, 2018, a total of 89,921 restricted stock units (“RSUs”) vested and shares were issued with an intrinsic and a fair value of $0.5 million and $0.4 million, respectively.

 

During the nine months ended September 30, 2018, stock options to purchase an aggregate of 1,412,926 shares of the Company’s common stock were exercised at a weighted average exercise price of $3.13 per share.  Of that amount, 945,000 of the options were exercised on a net exercise basis, resulting in 244,345 shares being delivered.  The remaining 467,926 options were exercised for cash.

 

Stock-based compensation expense for stock options and RSUs is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

September 30, 

 

Nine months ended

September 30, 

 

    

2018

    

2017

    

2018

    

2017

 

 

(in thousands)

 

(in thousands)

Stock options

 

$

413

 

$

361

 

$

768

 

$

625

Restricted stock units

 

 

192

 

 

133

 

 

322

 

 

252

Total

 

$

605

 

$

494

 

$

1,090

 

$

877

 

Total stock-based compensation related to stock options and RSUs has been allocated between production costs, general and administrative expenses, and exploration expense as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

September 30, 

 

Nine months ended

September 30, 

 

    

2018

    

2017

    

2018

    

2017

 

 

(in thousands)

 

(in thousands)

Production costs

 

$

31

 

$

37

 

$

43

 

$

66

General and administrative expenses

 

 

531

 

 

429

 

 

955

 

 

769

Exploration expense

 

 

43

 

 

28

 

 

92

 

 

42

Total

 

$

605

 

$

494

 

$

1,090

 

$

877

 

The Company sponsors a short-term incentive plan for its executive officers that provides the grant of either cash or stock-based bonus awards payable upon achievement of specified performance metrics (the “STIP”). As of September 30, 2018, $0.2 million has been accrued and is included in accrued expenses and other current liabilities on the accompanying Condensed Consolidated Balance Sheet.

 

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16. Other Expense, net

 

Other expense, net, consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended
September 30, 

 

Nine months ended

September 30, 

 

    

2018

    

2017

    

2018

    

2017

 

 

(in thousands)

 

(in thousands)

Unrealized currency exchange (gain) loss

 

$

(315)

 

$

165

 

$

(241)

 

$

138

Realized currency exchange loss (gain)

 

 

275

 

 

(111)

 

 

864

 

 

882

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

 

 

256

 

 

(111)

 

 

397

 

 

(267)

Loss on disposal of fixed assets

 

 

380

 

 

163

 

 

385

 

 

462

Other (income) expense

 

 

(28)

 

 

 4

 

 

(49)

 

 

(32)

Total

 

$

568

 

$

110

 

$

1,356

 

$

1,183


(1)

Gains and losses due to changes in fair value are non-cash in nature until such time that they are realized through cash transactions.  For additional information regarding our fair value measurements and investments, please see Note 18.

 

 

17. Net (Loss) Income per Common Share

 

Basic earnings per common share is calculated based on the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated based on the assumption that stock options and other dilutive securities 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 is calculated using the treasury stock method and only those instruments that result in a reduction in net income per common share are included in the calculation. Options to purchase 3.3 million and 3.1 million shares of common stock at weighted average exercise prices of $10.89 and $11.44 were outstanding at September 30, 2018 and 2017, respectively, but were not included in the computation of diluted weighted average common shares outstanding, as the exercise price of the options exceeded the average price of the Company’s common stock during those periods, and therefore are anti-dilutive.

 

Basic and diluted net (loss) income per common share is calculated as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

September 30, 

 

Nine months ended

September 30, 

 

    

2018

    

2017

    

2018

    

2017

Net (loss) income (in thousands)

 

$

(781)

 

$

4,581

 

$

8,430

 

$

9,821

Basic weighted average shares of common stock outstanding

 

 

57,642,966

 

 

56,888,115

 

 

57,361,809

 

 

56,841,897

Dilutive effect of share-based awards

 

 

 -

 

 

567,690

 

 

890,843

 

 

775,133

Diluted weighted average common shares outstanding

 

 

57,642,966

 

 

57,455,805

 

 

58,252,652

 

 

57,617,030

Net (loss) income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.01)

 

$

0.08

 

$

0.15

 

$

0.17

Diluted

 

$

(0.01)

 

$

0.08

 

$

0.14

 

$

0.17

 

 

18. 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: 

 

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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 table sets forth certain of the Company’s assets measured at fair value by level within the fair value hierarchy as of September 30, 2018 and December 31, 2017:  

 

 

 

 

 

 

 

 

 

 

 

    

2018

    

2017

    

Input Hierarchy Level

 

 

(in thousands)

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

Bank deposits

 

$

16,601

 

$

22,390

 

Level 1

Gold and silver rounds/bullion

 

 

3,405

 

 

3,812

 

Level 1

Accounts receivable:

 

 

 

 

 

 

 

 

Receivables from provisional concentrate sales

 

 

1,428

 

 

2,884

 

Level 2

 

 

$

21,434

 

$

29,086

 

 

 

Cash and cash equivalents consist primarily of cash deposits and are valued at cost, which approximates fair value. Gold and silver rounds/bullion consist of precious metals used for investment purposes and in the dividend program which are valued using quoted market prices. Please see Note 4 for additional information. 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. There have been no events or changes in circumstances that may have a significant adverse effect on the investment.

 

Trade accounts receivable include amounts due to the Company for deliveries 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.  At September 30, 2018 and December 31, 2017, the Company had an unrealized loss of $1.1 million and an unrealized gain of $0.4 million, respectively, included in its accounts receivable on the accompanying Condensed Consolidated Balance Sheets.  Please see Note 14 for additional information.

 

Gains and losses related to changes in the fair value of these financial instruments were included in the Company’s Condensed Consolidated Statements of Operations as shown in the following table:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

 

 

 

    

2018

    

2017

    

2018

    

2017

    

Statement of Operations Classification

 

    

(in thousands)

 

 

Realized/unrealized derivative (loss) gain

 

$

(1,948)

 

$

1,444

 

$

(3,680)

 

$

1,955

 

Sales, net

Gold and silver rounds/bullion (loss) gain

 

$

(258)

 

$

109

 

$

(402)

 

$

263

 

Other expense, net

 

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Table of Contents

Realized/Unrealized Derivatives

 

The following tables summarize the Company’s realized/unrealized derivatives (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Gold

    

Silver

    

Copper

    

Lead

    

Zinc

    

Total

Three months ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized loss

 

$

(88)

 

$

(73)

 

$

(193)

 

$

(320)

 

$

(2,506)

 

$

(3,180)

Unrealized (loss) gain

 

$

(38)

 

$

(186)

 

$

39

 

$

(271)

 

$

1,688

 

$

1,232

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Gold

    

Silver

    

Copper

    

Lead

    

Zinc

    

Total

Three months ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized gain (loss)

 

$

11

 

$

25

 

$

 9

 

$

 6

 

$

(42)

 

$

 9

Unrealized gain

 

$

30

 

$

19

 

$

53

 

$

84

 

$

1,249

 

$

1,435

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Gold

    

Silver

    

Copper

    

Lead

    

Zinc

    

Total

Nine months ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized loss

 

$

(74)

 

$

(126)

 

$

(140)

 

$

(325)

 

$

(1,515)

 

$

(2,180)

Unrealized gain (loss)

 

$

24

 

$

(24)

 

$

(164)

 

$

(432)

 

$

(904)

 

$

(1,500)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Gold

    

Silver

    

Copper

    

Lead

    

Zinc

    

Total

Nine months ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized gain (loss)

 

$

140

 

$

215

 

$

46

 

$

54

 

$

(219)

 

$

236

Unrealized gain

 

$

62

 

$

10

 

$

72

 

$

144

 

$

1,431

 

$

1,719

 

 

 

19. Supplementary Cash Flow Information

 

Other operating adjustments and write-downs within the net cash provided by operations on the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 consisted of the following:

 

 

 

 

 

 

 

 

 

    

2018

    

2017

 

 

(in thousands)

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

 

$

397

 

$

(267)

Unrealized foreign currency exchange (gain) loss

 

 

(241)

 

 

138

Loss on disposition of fixed assets

 

 

385

 

 

462

Other

 

 

165

 

 

59

Total other operating adjustments

 

$

706

 

$

392

 

 

20. Segment Reporting

 

The Company has organized its operations into two geographic regions. The geographic regions include Oaxaca, Mexico and Nevada, U.S.A. and represent the Company’s operating segments. Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance.  The Company’s business activities that are not considered operating segments are included in Corporate and Other.

 

The financial information relating to the Company’s segments is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Mexico

    

Nevada

    

Corporate and Other

    

Consolidated

Three months ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

24,258

 

$

 -

 

$

 -

 

$

24,258

Exploration expense

 

 

630

 

 

630

 

 

44

 

 

1,304

Net income (loss)

 

 

2,453

 

 

(644)

 

 

(2,590)

 

 

(781)

Capital expenditures

 

 

6,269

 

 

8,769

 

 

26

 

 

15,064

 

 

 

 

 

 

 

 

 

 

 

 

 

15


 

Table of Contents

 

 

 

Mexico

 

 

Nevada

 

Corporate and Other

 

 

Consolidated

Three months ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

31,122

 

$

 -

 

$

 -

 

$

31,122

Exploration expense

 

 

446

 

 

976

 

 

35

 

 

1,457

Net income (loss)

 

 

7,523

 

 

(991)

 

 

(1,951)

 

 

4,581

Capital expenditures

 

 

5,869

 

 

2,274

 

 

 -

 

 

8,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Mexico

    

Nevada

    

Corporate and Other

    

Consolidated

Nine months ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

87,177

 

$

 -

 

$

 -

 

$

87,177

Exploration expense

 

 

1,616

 

 

2,007

 

 

117

 

 

3,740

Net income (loss)

 

 

18,077

 

 

(2,143)

 

 

(7,504)

 

 

8,430

Capital expenditures (1)

 

 

17,973

 

 

13,091

 

 

26

 

 

31,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mexico

 

Nevada

 

Corporate and Other

 

Consolidated

Nine months ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

76,849

 

$

 -

 

$

 -

 

$

76,849

Exploration expense

 

 

1,050

 

 

2,253

 

 

112

 

 

3,415

Net income (loss)

 

 

17,589

 

 

(2,277)

 

 

(5,491)

 

 

9,821

Capital expenditures (2)

 

 

15,983

 

 

8,618

 

 

 9

 

 

24,610


(1)

Includes an increase in accrued capital expenditures of $3,935 and non-cash additions of $1,070; consolidated capital expenditures on a cash basis were $26,085.

(2)

Includes an increase in accrued capital expenditures of $510 and non-cash additions of $3,718; consolidated capital expenditures on a cash basis were $20,382.

 

Total asset balances, excluding intercompany balances at September 30, 2018 and December 31, 2017 are as follows:

 

 

 

 

 

 

 

 

 

    

2018

    

2017

 

 

(in thousands)

Mexico

 

$

96,435

 

$

87,739

Nevada

 

 

39,062

 

 

25,741

Corporate and Other

 

 

12,293

 

 

19,443

Consolidated

 

$

147,790

 

$

132,923

 

Revenue Concentration

 

During the three and nine months ended September 30, 2018, one customer accounted for 90% and 93%, respectively of the Company’s revenue.  During the three and nine months ended September 30, 2017, one customer accounted for 95% and 94%, respectively of the Company’s revenue.

 

 

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, 2018 and compares those results to the three and nine months ended September 30, 2017. It also analyzes our financial condition at September 30, 2018 and compares it to our financial condition at December 31, 2017. This discussion should be read in conjunction with the management’s discussion and analysis and the audited consolidated financial statements and footnotes for the year ended December 31, 2017 contained in our annual report on Form 10-K for the year ended December 31, 2017.

 

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

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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 and Alta Gracia projects within our Oaxaca Mining Unit and on developing the mine and processing facilities at our Isabella Pearl project within our Nevada 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, and from the Mirador underground mine, which contains gold and silver. Additionally, we are focused on the exploration of our other properties at both our Oaxaca Mining Unit and our Nevada Mining Unit.    

 

Precious metal gold equivalent, used periodically throughout this discussion, 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

 

Highlights for the third quarter of 2018 are summarized below and discussed further in our Results of Operations:

 

·

Our sales were $24.3 million;

·

Our cash balance was $16.6 million at September 30, 2018;

·

We made dividend distributions of $0.3 million, or $0.005 per share for quarter;

·

We made significant construction progress at our Isabella Pearl project, including substantial completion of the leach pad and liner;

·

Total cash cost after by-product credits per precious metal gold equivalent ounce sold was $582.

 

Exploration and Development Activities

 

Exploration activities are performed on our portfolio of exploration properties in Oaxaca, Mexico and Nevada, U.S.A. All of the properties that make up our Oaxaca Mining Unit are located along what is known as the San Jose structural corridor in the Sierra Madre Sur, which runs north 70 degrees west. Our properties comprise 55 kilometers of this structural corridor which spans three historic mining districts in Oaxaca. Our Nevada Mining Unit properties are in the Walker Lane Mineral Belt which is known for its significant and high-grade gold-silver production from current and historic mines.  Our Nevada properties are in close proximity to each other for potential equipment and manpower synergies of future operations.

 

Oaxaca Mining Unit, Mexico

 

The Aguila project: Our mine activities during the third quarter of 2018 continued to focus on development and ore extraction from the Arista and Switchback vein systems. Exploration activities during the quarter continued to focus on underground exploration drilling at the Switchback vein system in the Arista Mine. The Switchback drilling program targeted further expansion and delineation of the multiple high-grade parallel veins for reserve definition, expansion and

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mine plan optimization. The Switchback vein system remains open on strike and vertical extent. Nine underground diamond drill holes totaling 2,714 meters were completed at the Aguila project during the third quarter of 2018.

 

Alta Gracia project:  Mirador Mine development and access to previously identified mineralization continued during the third quarter of 2018. Exploration activities during the quarter mainly included surface drilling targeting expansion of a new ore shoot discovered on the Independencia vein.  Four holes totaling 1,105 meters were completed during the third quarter of 2018.  Analysis of historic underground mine sampling and recent surface drilling results for future surface drill targeting was also conducted during the quarter.

 

Margaritas property:  During the third quarter of 2018, geological mapping and geochemical sampling continued on extensions of the gold and silver mineralized zone called “Trenes” identified at Margaritas.  Trenes is located approximately 10 kilometers northwest of the Arista Mine along our 55-kilometer mineralized trend. Interpretation of results from this work along with previous surface drilling, geological mapping and rock chip channel sampling will be used for preparation of a future surface drilling program.

 

Nevada Mining Unit, U.S.A.

 

Isabella Pearl project: Construction of the mine and processing facilities at our Isabella Pearl project continued during the third quarter.  As of September 30, 2018, approximately 80% of the heap leach pad and ponds construction was completed and installation and construction on the ADR plant and ancillary services were started and advancing as per schedule.  We are planning to produce gold doré from open pit, heap leach operations.  First gold production from Isabella Pearl is targeted in less than 12 months from commencement of construction in June 2018.  We are targeting a more than 100% increase to our annual consolidated gold production from Isabella Pearl’s first full year of commercial production.  

 

Exploration work during the third quarter included 17 drill holes totaling 1,585 meters on the Isabella Pearl deposit.  Surface geological and alteration mapping and rock chip sampling also continued on the new high-grade surface gold mineralized area located on the northeast side of the Isabella Pearl deposit.  This area is targeted for surface drilling in the future.

 

Mina Gold property: During the third quarter, we interpreted results of the recent surface reverse circulation drilling program targeting expansion of known high-grade gold mineralization on our patented claims.  This evaluation will be used for preparation of a future surface drilling program at Mina Gold.

 

East Camp Douglas property:  We continued to review historical geological, exploration and mining data on the East Camp Douglas property during the third quarter of 2018. Exploration activities mainly included analysis and three-dimensional modeling of the historic mine workings in the Cerro Duro mine area and historic drilling. The Cerro Duro mine and lithocap areas are currently being evaluated for surface drill targeting in the future.  

 

County Line property:  We continued to integrate historical geological, exploration and mining data along with recent surface mapping and rock chip sampling completed at the County Line property

 

Gold Mesa property:  Based on a review of the drilling results to-date, in July 2018 we terminated our option agreement on the property. 

 

 

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Table of Contents

Results of Operations

 

The following table summarizes our results of operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

September 30, 

 

Nine months ended

September 30, 

 

    

2018

    

2017

    

2018

    

2017

 

 

(in thousands)

Sales, net

 

$

24,258

 

$

31,122

 

$

87,177

 

$

76,849

Mine gross profit

 

 

3,293

 

 

11,201

 

 

25,734

 

 

26,843

General and administrative expenses

 

 

2,140

 

 

1,950

 

 

6,719

 

 

5,437

Exploration expenses

 

 

1,304

 

 

1,457

 

 

3,740

 

 

3,415

Other expense

 

 

568

 

 

110

 

 

1,356

 

 

1,183

(Loss) income before income taxes

 

 

(719)

 

 

7,684

 

 

13,919

 

 

16,808

Provision for income taxes

 

 

62

 

 

3,103

 

 

5,489

 

 

6,987

Net (loss) income

 

$

(781)

 

$

4,581

 

$

8,430

 

$

9,821

 

Sales, net

 

Net sales of $24.3 million for the third quarter of 2018 decreased by $6.9 million, or 22%, when compared to the same period in 2017. The decrease was primarily a result of lower sales prices for precious and base metals.  In addition, we recognized losses of $1.9 million from base and precious metal price adjustments on prior period sales.    For the three months ended September 30, 2018, average realized prices for base metals decreased from the same period in 2017 as follows: gold by 8% to $1,183, silver by 14% to $14.69, copper by 12% to $5,593 per tonne, lead by 18% to $1,931 per tonne, and zinc by 38% to $1,825 per tonne.

 

Metal sales for the nine months ended September 30, 2018 were $87.2 million as compared to $76.8 million for the same period of 2017, representing a $10.4 million increase. The increase is primarily attributable to an increase in silver and base metal sales volumes. Silver and base metal sales volume in 2018 increased significantly over 2017 as follows: silver by 11%, copper by 43%, lead by 47%, and zinc by 22%.

 

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

 

Production 

 

Gold and silver production for the third quarter of 2018 totaled 6,411 ounces and 321,590 ounces, respectively, compared to 6,465 and 392,153 ounces over the same period in 2017.  The overall decrease in precious metal production was due to the expected lower grade ore, which was almost offset by the historically high average milled tonnage of 1,796 tonnes per day or 34% increase when compared to the same period in 2017.  The additional mill throughput resulted from efficiencies gained by producing from multiple work areas within the upper and lower areas of Arista and Switchback. We expect increased precious metal production in the fourth quarter as a result of higher precious metal grades in our planned work areas.

 

In the Arista underground mine, production between the Switchback and Arista veins was approximately evenly split during the third quarter of 2018. Aguila open pit ore production was increased in the quarter to take advantage of higher gold grades contained within the pit. The Mirador Mine ore production remained relatively constant in the third quarter with a small increase in gold grade when compared to the same period last year.  The agitated leach plant production averaged approximately 170 tonnes per day for the third quarter of 2018. Both the Aguila open pit ore and Mirador Mine are treated in our Agitated Leach Processing Plant on a batch basis.

 

For the first nine months of 2018, we produced 18,864 and 1,341,429 ounces of gold and silver, respectively, as compared to 18,908 and 1,217,713 ounces of gold and silver, respectively, over the same period in 2017.  The increased silver production benefited from higher mill throughput.

 

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On a precious metal gold equivalent basis, our mill production totaled 10,404 ounces and 35,803 ounces for the third quarter and first nine months of 2018, compared to 11,637 ounces and 35,630 ounces for the same period of 2017. See the Production Statistics table below for additional information regarding our mineral production statistics.

 

During the three months ended September 30, 2018, we sold 5,721 gold ounces and 301,717 silver ounces at a total cash cost after by-product credits per precious metal gold equivalent ounce of $582, reflecting a significant increase from the same period in 2017.  The increase was a result of lower by-product credits and lower gold equivalent ounces from silver. Please see Non-GAAP Measures below for additional information concerning the cash cost per ounce measures.  

 

The following Production Statistics table summarizes certain information about our mining operations for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

September 30, 

 

Nine months ended

September 30, 

 

    

2018

    

2017

    

2018

    

2017

Arista Mine

 

 

 

 

 

 

 

 

 

 

 

 

Milled

 

 

 

 

 

 

 

 

 

 

 

 

Tonnes Milled

 

 

143,110

 

 

108,109

 

 

410,697

 

 

283,258

Grade

 

 

 

 

 

 

 

 

 

 

 

 

Average Gold Grade (g/t)

 

 

1.51

 

 

2.16

 

 

1.64

 

 

2.20

Average Silver Grade (g/t)

 

 

72

 

 

120

 

 

106

 

 

140

Average Copper Grade (%)

 

 

0.37

 

 

0.36

 

 

0.37

 

 

0.37

Average Lead Grade (%)

 

 

1.82

 

 

1.76

 

 

1.64

 

 

1.63

Average Zinc Grade (%)

 

 

4.21

 

 

5.14

 

 

4.23

 

 

4.25

Recoveries

 

 

 

 

 

 

 

 

 

 

 

 

Average Gold Recovery (%)

 

 

80

 

 

85

 

 

79

 

 

86

Average Silver Recovery (%)

 

 

91

 

 

92

 

 

91

 

 

92

Average Copper Recovery (%)

 

 

82

 

 

75

 

 

79

 

 

77

Average Lead Recovery (%)

 

 

81

 

 

76

 

 

78

 

 

77

Average Zinc Recovery (%)

 

 

83

 

 

83

 

 

82

 

 

84

Aguila Open Pit Mine

 

 

 

 

 

 

 

 

 

 

 

 

Milled

 

 

 

 

 

 

 

 

 

 

 

 

Tonnes Milled

 

 

11,404

 

 

2,108

 

 

25,730

 

 

42,079

Grade

 

 

 

 

 

 

 

 

 

 

 

 

Average Gold Grade (g/t)

 

 

2.30

 

 

1.02

 

 

2.11

 

 

1.52

Average Silver Grade (g/t)

 

 

39

 

 

41

 

 

41

 

 

34

Recoveries

 

 

 

 

 

 

 

 

 

 

 

 

Average Gold Recovery (%)

 

 

86

 

 

71

 

 

83

 

 

73

Average Silver Recovery (%)

 

 

76

 

 

65

 

 

80

 

 

80

Mirador Mine

 

 

 

 

 

 

 

 

 

 

 

 

Milled

 

 

 

 

 

 

 

 

 

 

 

 

Tonnes Milled

 

 

3,561

 

 

3,330

 

 

11,244

 

 

3,330

Grade

 

 

 

 

 

 

 

 

 

 

 

 

Average Gold Grade (g/t)

 

 

1.41

 

 

1.08

 

 

1.40

 

 

1.08

Average Silver Grade (g/t)

 

 

105

 

 

102

 

 

158

 

 

102

Recoveries

 

 

 

 

 

 

 

 

 

 

 

 

Average Gold Recovery (%)

 

 

81

 

 

62

 

 

75

 

 

62

Average Silver Recovery (%)

 

 

65

 

 

54

 

 

76

 

 

54

Combined

 

 

 

 

 

 

 

 

 

 

 

 

Tonnes milled

 

 

158,075

 

 

113,547

 

 

447,671

 

 

328,667

Tonnes Milled per Day (1)

 

 

1,796

 

 

1,336

 

 

1,724

 

 

1,279

Metal production (before payable metal deductions) (2)

 

 

 

 

 

 

 

 

 

 

 

 

Gold (ozs.)

 

 

6,411

 

 

6,465

 

 

18,864

 

 

18,908

Silver (ozs.)

 

 

321,590

 

 

392,153

 

 

1,341,429

 

 

1,217,713

Copper (tonnes)

 

 

434

 

 

291

 

 

1,206

 

 

804

Lead (tonnes)

 

 

2,119

 

 

1,449

 

 

5,274

 

 

3,583

Zinc (tonnes)

 

 

4,970

 

 

4,628

 

 

14,236

 

 

11,447

Precious metal gold equivalent ounces produced (mill production)2)

 

 

 

 

 

 

 

 

 

 

 

 

Gold Ounces

 

 

6,411

 

 

6,465

 

 

18,864

 

 

18,908

Gold Equivalent Ounces from Silver

 

 

3,993

 

 

5,172

 

 

16,939

 

 

16,722

Total Precious Metal Gold Equivalent Ounces

 

 

10,404

 

 

11,637

 

 

35,803

 

 

35,630

20


 

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(1)

Based on actual days the mill operated during the period.

(2)

Metal production represents metal contained in concentrates and doré produced at our Aguila processing facility, which is before payable metal deductions are levied by the buyers. Payable metals deductions are defined in our contracts with the buyers and represent estimates of metals contained in the concentrates and doré which the buyers deduct from payment. There are inherent limitations and differences in the sampling method and assaying of estimated metal contained in concentrates and doré that are shipped, and those contained metal estimates are derived from sampling methods and assaying throughout the production process. We monitor these differences to ensure that precious metal production quantities are materially correct.

 

The following Sales Statistics table summarizes certain information about our combined mining operations for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

September 30, 

 

Nine months ended

September 30, 

 

    

2018

    

2017

    

2018

    

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Metal sold

 

 

 

 

 

 

 

 

 

 

 

 

Gold (ozs.)

 

 

5,721

 

 

5,672

 

 

16,744

 

 

17,521

Silver (ozs.)

 

 

301,717

 

 

371,754

 

 

1,244,092

 

 

1,121,870

Copper (tonnes)

 

 

378

 

 

328

 

 

1,101

 

 

769

Lead (tonnes)

 

 

1,905

 

 

1,389

 

 

4,862

 

 

3,299

Zinc (tonnes)

 

 

3,942

 

 

4,326

 

 

11,527

 

 

9,452

Average metal prices realized (1)

 

 

 

 

 

 

 

 

 

 

 

 

Gold ($ per oz.)

 

 

1,183

 

 

1,289

 

 

1,275

 

 

1,262

Silver ($ per oz.)

 

 

14.69

 

 

17.00

 

 

16.10

 

 

17.33

Copper ($ per tonne)

 

 

5,593

 

 

6,341

 

 

6,526

 

 

6,042

Lead ($ per tonne)

 

 

1,931

 

 

2,349

 

 

2,266

 

 

2,293

Zinc ($ per tonne)

 

 

1,825

 

 

2,936

 

 

2,899

 

 

2,790

Precious metal gold equivalent ounces sold

 

 

 

 

 

 

 

 

 

 

 

 

Gold Ounces

 

 

5,721

 

 

5,672

 

 

16,744

 

 

17,521

Gold Equivalent Ounces from Silver

 

 

3,745

 

 

4,901

 

 

15,710

 

 

15,411

Total Precious Metal Gold Equivalent Ounces

 

 

9,466

 

 

10,573

 

 

32,454

 

 

32,932

Total cash cost before by-product credits per precious metal gold equivalent ounce sold (2)

 

$

1,954

 

$

1,709

 

$

1,687

 

$

1,353

Total cash cost after by-product credits per precious metal gold equivalent ounce sold (2) (3)

 

$

582

 

$

 2

 

$

97

 

$

181

Total all-in sustaining cost per precious metal gold equivalent ounce sold (2)

 

$

1,338

 

$

714

 

$

724

 

$

736

Total all-in cost per precious metal gold equivalent ounce sold (2)

 

$

1,406

 

$

756

 

$

774

 

$

768


(1)

Average metal prices realized vary from the market metal prices due to final settlement adjustments from our provisional invoices when they are settled. Our average metal prices realized will therefore differ from the market average metal prices in most cases.

(2)

For a reconciliation of this non-GAAP measure to total mine cost of sales, which is the most comparable U.S. GAAP measure, please see  Non-GAAP Measures.  

(3)

Total cash cost after by-product credits are significantly affected by base metals sales during the periods presented.

 

Other Financial Results

 

Mine gross profit. For the three months ended September 30, 2018, mine gross profit decreased by $7.9 million or 71%, compared to the same period in 2017. The decrease was primarily due to lower metals sales in the 2018 period.  For the nine months ended September 30, 2018, gross profit decreased by $1.1 million or 4%, as compared to the same period of 2017, as a result of increased production costs due to higher throughput. 

 

General and administrative expenses. For the three and nine months ended September 30, 2018, general and administrative expenses totaled $2.1 million and $6.7 million, respectively, as compared to $2.0 million and $5.4 million for the same periods in 2017.  The increase in general and administrative expenses for the nine months ended September 30, 2018, was primarily due to higher legal and accounting fees and the accrual of additional compensation costs related to our short-term incentive plan.  Please see Note 15 to the Condensed Consolidated Financial Statements for additional information.

 

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Exploration expenses. For the three months ended September 30, 2018, exploration expenses decreased $0.2 million to $1.3 million as a result of less exploration activities in our Nevada Mining Unit as we concentrate on the construction of our Isabella Pearl project.   Exploration expenses increased $0.3 million to $3.7 million for the nine months ended September 30, 2018 as a result of increased drilling at our Aguila project in Mexico and Gold Mesa property in Nevada.

 

Other expense.  For the three months ended September 30, 2018, we recorded other expense of $0.6 million as compared to other expense of $0.1 million for the same period in 2017. The $0.5 million increase in the three months ended September 30, 2018 was a result of losses on disposals of equipment and unrealized losses from our gold and silver bullion/rounds as the prices of gold and silver declined in third quarter of 2018 whereas the prices increased in the same period of 2017.  Other expense for the nine months ended September 30, 2018 increased $0.2 million to $1.4 million from the same period in 2017.  The increase was the result of mark-to-market losses on our gold and silver bullion/rounds due the declining prices during the first three quarters of 2018 and decreased currency exchange losses due changes in the Mexican Peso exchange rate during the nine months ended September 30, 2018.  Please see Note 16 to the Condensed Consolidated Financial Statements for additional information.

 

Provision for income taxes.  For the three and nine months ended September 30, 2018, our provision for income taxes was $0.1 million and $5.5 million, respectively, as compared to $3.1 million and $7.0 million for the three and nine months ended September 30, 2017, respectively. The decrease in 2018 is commensurate with our decrease in income as compared to 2017. Please see Note 6 to the Condensed Consolidated Financial Statements for additional information.

 

Net (loss) income.  For the three months ended September 30, 2018, we recorded net loss of $0.8 million as compared to net income of $4.6 million for the corresponding period in 2017.  For the nine months ended September 30, 2018 and 2017, we recorded net income of $8.4 million and $9.8 million, respectively. 

 

Non-GAAP Measures

 

Throughout this report, we have provided information prepared or calculated according to U.S. GAAP and have referenced some non-GAAP performance measures which we believe will assist in understanding the performance of our business. These measures are based on precious metal gold equivalent ounces sold and include cash cost before by-product credits per ounce, total cash cost (credit) after by-product credits per ounce, total all-in sustaining cost per ounce (“AISC”) and all-in cost per ounce (“AIC”). Because the non-GAAP performance measures do not have any standardized meaning prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation, or as a substitute for, measures of performance prepared in accordance with U.S. GAAP. These non-GAAP measures are not necessarily indicative of operating profit or loss or cash flow from operations as determined under GAAP, nor are they indicative of future performance.

 

Total cash cost, after by-product credits, is a measure developed by the Gold Institute in an effort to provide a uniform standard of calculating production costs for comparison purposes. The guidance was first issued in 1996 and revised in November 1999. AISC and AIC are calculated based on guidance from the World Gold Council issued in June 2013.

 

Total cash cost before by-product credits includes all direct and indirect production costs related to our production of metals (including mining, milling and other plant facility costs, smelter treatment and refining charges, royalties, and site general and administrative costs) less stock-based compensation allocated to production costs plus treatment and refining costs.

 

Total cash cost after by-product credits includes total cash cost before by-product credits less by-product credits, or revenues earned from base metals.

 

AISC includes total cash cost after by-product credits plus other costs related to sustaining production, including sustaining allocated general and administrative expenses and sustaining capital expenditures. We determined sustaining

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capital expenditures as those capital expenditures that are necessary to maintain current production and execute the current mine plan.

 

AIC includes all-in sustaining costs plus non-sustaining capital expenditures and exploration expense related to the Oaxaca Mining Unit.  Exploration and capital expenditures to develop new properties outside of Mexico are excluded from this calculation.

 

Cash cost before by-product credits per ounce, total cash cost after by-product credits per ounce, AISC and AIC are calculated by dividing the relevant costs, as determined using the cost elements described above, by precious metal gold equivalent ounces sold for the periods presented.

 

Reconciliations to U.S. GAAP

 

The following table provides a reconciliation of total cash cost after by-product credits to total mine cost of sales (a U.S. GAAP measure) as presented in the Condensed Consolidated Statements of Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

September 30, 

 

Nine months ended

September 30, 

 

    

2018

    

2017

 

2018

    

2017

 

 

(in thousands)

Total cash cost after by-product credits

 

$

5,507

 

$

30

 

$

3,140

 

$

5,985

Treatment and refining charges

 

  

(1,164)

 

 

(1,988)

 

  

(4,322)

 

 

(4,997)

By-product credits

 

  

12,989

 

 

18,043

 

  

51,616

 

 

38,580

Depreciation and amortization

 

  

3,515

 

 

3,762

 

  

10,587

 

 

10,271

Reclamation and remediation

 

  

87

 

 

37

 

  

379

 

 

101

Share-based compensation allocated to production costs

 

 

31

 

 

37

 

 

43

 

 

66

Total mine cost of sales

 

$

20,965

 

$

19,921

 

$

61,443

 

$

50,006

 

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The following table presents a reconciliation of the non-GAAP measures of total cash cost before by-product credits, total cash cost after by-product credits and AISC to AIC:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

September 30, 

 

Nine months ended

September 30, 

 

    

2018

    

2017

 

2018

    

2017

 

 

(in thousands, except ounces sold and cost per precious metal gold equivalent ounce sold)

Total cash cost before by-product credits (1)

 

$

18,496

 

$

18,073

 

$

54,756

 

$

44,565

By-product credits (2)

 

  

(12,989)

 

 

(18,043)

 

  

(51,616)

 

 

(38,580)

Total cash cost after by-product credits

 

 

5,507

 

 

30

 

 

3,140

 

 

5,985

Sustaining capital expenditures 

 

 

6,413

 

 

6,737

 

 

18,110

 

 

15,908

Sustaining general and administrative expenses

 

 

744

 

 

789

 

 

2,232

 

 

2,367

Total all-in sustaining cost

 

 

12,664

 

 

7,556

 

 

23,482

 

 

24,260

Non-sustaining capital expenditures

 

 

 9

 

 

 -

 

 

 9

 

 

 9

Non-sustaining exploration expenses

 

 

630

 

 

447

 

 

1,616

 

 

1,052

Total all-in cost

 

$

13,303

 

$

8,003

 

$

25,107

 

$

25,321

 

 

 

 

 

 

 

 

 

 

 

 

 

Precious metal gold equivalent ounces sold (3)

 

  

9,466

 

 

10,573

 

  

32,454

 

 

32,932

 

 

 

 

 

 

 

 

 

 

 

 

 

Total cash cost before by-product credits per precious metal gold equivalent ounce sold

 

$

1,954

 

$

1,709

 

$

1,687

 

$

1,353

By-product credits per precious metal gold equivalent ounce sold

 

 

(1,372)

 

 

(1,707)

 

 

(1,590)

 

 

(1,172)

Total cash cost after by-product credits per precious metal gold equivalent ounce sold

 

 

582

 

 

 2

 

 

97

 

 

181

Other sustaining expenditures per precious metal gold equivalent ounce sold

 

 

756

 

 

712

 

 

627

 

 

555

Total all-in sustaining cost per precious metal gold equivalent ounce sold

 

 

1,338

 

 

714

 

 

724

 

 

736

Non-sustaining expenditures per precious metal gold equivalent ounce sold

 

 

68

 

 

42

 

 

50

 

 

32

Total all-in cost per precious metal gold equivalent ounce sold

 

$

1,406

 

$

756

 

$

774

 

$

768


(1)

Production cost less stock-based compensation allocated to production cost plus treatment and refining charges.

(2)

Please see the tables below for a summary of our by-product revenue and by-product credit per precious metal equivalent ounces sold.

(3)

Gold ounces sold, plus gold equivalent silver ounces sold converted to gold ounces using our realized gold price per ounce to silver price per ounce ratio.

 

The following tables summarize our by-product revenue and by-product credit per precious metal gold equivalent ounce sold:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

September 30, 

 

Nine months ended

September 30, 

 

    

2018

    

2017

    

2018

    

2017

 

 

(in thousands)

By-product credits by dollar value:

 

  

 

 

 

 

 

  

 

 

 

 

Copper sales

 

$

2,115

 

$

2,080

 

$

7,186

 

$

4,646

Lead sales

 

  

3,678

 

 

3,263

 

  

11,018

 

 

7,565

Zinc sales

 

  

7,196

 

 

12,700

 

  

33,412

 

 

26,369

Total sales from by-products (1)

 

$

12,989

 

$

18,043

 

$

51,616

 

$

38,580


(1)

Amounts include realized gain (loss) on embedded derivative.  Please see Note 18 to the Condensed Consolidated Financial Statements for additional information.

 

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Three months ended

September 30, 

 

Nine months ended

September 30, 

 

    

2018

    

2017

    

2018

    

2017

By-product credits per precious metal gold equivalent ounce sold:

 

  

 

 

 

 

 

  

 

 

 

 

Copper sales

 

$

223

 

$

197

 

$

221

 

$

141

Lead sales

 

  

389

 

  

309

 

  

339

 

  

230

Zinc sales

 

  

760

 

  

1,201

 

  

1,030

 

  

801

Total by-product credits per precious metal gold ounces sold

 

$

1,372

 

$

1,707

 

$

1,590

 

$

1,172

 

Liquidity and Capital Resources

 

As of September 30, 2018, we had working capital of $17.7 million, consisting of current assets of $37.3 million and current liabilities of $19.6 million. This represents a decrease of $9.8 million from the working capital balance of $27.5 million at December 31, 2017. Our working capital balance fluctuates as we use cash to fund our operations, financing and investing activities, including exploration, mine development, income taxes and shareholder dividends.

 

Cash and cash equivalents decreased $5.8 million to $16.6 million during the first nine months of 2018.

 

Net cash provided by operating activities of $20.8 million decreased by $2.7 million for the first nine months of 2018 compared to the same period in 2017, primarily due to a decrease in net income and changes in operating assets and liabilities.

 

Net cash used in investing activities of $26.1 million increased $5.5 million for the first nine months of 2018 compared to the same period in 2017 due to increased mine development in our Arista Mine, the development and construction of our Isabella Pearl project, and the purchase of the County Line property.

 

Net cash used in financing activities of $0.3 million decreased $0.6 million from the same period in 2017 due to a full nine months of loan and capital lease payments in 2018 which were offset by the cash proceeds received from stock option exercises. 

 

We believe that our liquidity and capital resources are adequate to fund our operations and corporate activities for the foreseeable future.  At September 30, 2018, we have paid or financed $15.3 million, with approximately $20 million of total expenditures remaining, for Isabella Pearl development.  To fund the remaining capital requirements, if cash and future cash flow are not sufficient, we are currently evaluating the use of equity financing, debt financing, or a combination thereof.  There can be no assurances that any such financing will be available when or if needed upon acceptable terms, or at all.

 

 

Accounting Developments

 

For a discussion of Recently Adopted and Recently Issued Accounting Pronouncements, please see Note 2 to the Condensed Consolidated Financial Statements.

 

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Contractual Obligations

 

The following table represents a summary of our contractual obligations at September 30, 2018, except short-term purchase order commitments arising in the ordinary course of business:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments due by Period

 

    

Total

    

2018

    

2019

    

2020

    

2021

    

2022 and
Thereafter

 

 

(in thousands)

On-balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan payable

 

$

2,315

 

$

172

 

$

765

 

$

797

 

$

581

 

$

 -

Capital lease obligation

 

 

1,333

 

 

98

 

 

410

 

 

432

 

 

393

 

 

 -

 

 

 

3,648

 

 

270

 

 

1,175

 

 

1,229

 

 

974

 

 

 -

Off-balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on loan payable

 

 

147

 

 

22

 

 

75

 

 

41

 

 

 9

 

 

 -

Interest on capital lease obligation

 

 

119

 

 

18

 

 

57

 

 

34

 

 

10

 

 

 -

Operating lease obligations

 

 

310

 

 

51

 

 

113

 

 

74

 

 

72

 

 

 -

Equipment purchase obligations

 

 

536

 

 

536

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 

1,112

 

 

627

 

 

245

 

 

149

 

 

91

 

 

 -

 

 

$

4,760

 

$

897

 

$

1,420

 

$

1,378

 

$

1,065

 

$

 -

 

Critical Accounting Estimates

 

There have been no changes in our critical accounting estimates since December 31, 2017.

 

Forward-Looking Statements

 

This report contains or incorporates by reference “forward-looking statements,” as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others: 

 

·

statements about our future exploration, permitting, production, and plans for development of our properties;

·

statements concerning the benefits that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as receipt of proceeds, decreased expenses and avoided expenses and expenditures; and

·

statements of our expectations, beliefs, future plans and strategies, our targets, exploration activities, anticipated developments and other matters that are not historical facts.

 

These statements may be made expressly in this document or may be incorporated by reference from other documents that we will file with the SEC. You can find many of these statements by looking for words such as “believes,” “expects,” “targets,” “anticipates,” “estimates,” or similar expressions used in this report or incorporated by reference in this report.

 

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, which may change at any time and without notice, based on changes in such facts or assumptions.

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Risk Factors Impacting Forward-Looking Statements

 

The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in other reports we have filed with the SEC, including our Form 10-K for the year ended December 31, 2017, and the following:

 

·

Changes in the worldwide price for gold and/or silver;

·

Volatility in the equities markets;

·

Adverse results from our exploration or production efforts;

·

Producing at rates lower than those targeted;

·

Political and regulatory risks;

·

Weather conditions, including unusually heavy rains;

·

Earthquakes or other unforeseen ground movements impacting mining or processing;

·

Failure to meet our revenue or profit goals or operating budget;

·

Decline in demand for our common stock;

·

Downward revisions in securities analysts’ estimates or changes in general market conditions;

·

Technological innovations by competitors or in competing technologies;

·

Investor perception of our industry or our prospects;

·

Lawsuits;

·

Actions by government central banks; and

·

General economic trends.

 

We undertake no responsibility or obligation to update publicly these forward-looking statements, but may do so in the future in written or oral statements. Investors should take note of any future statements made by us or on our behalf.

 

ITEM 3: Quantitative and Qualitative Disclosures about Market Risk

 

Our exposure to market risks includes, but is not limited to, the following risks: changes in commodity prices, foreign currency exchange rates, provisional sales contract risks, changes in interest rates, and equity price risks. We do not use derivative financial instruments as part of an overall strategy to manage market risk; however, we may consider such arrangements in the future as we evaluate our business and financial strategy.

 

Commodity Price Risk

 

The results of our operations depend in large part upon the market prices of gold, silver, and base metals of copper, lead and zinc. Gold and silver prices fluctuate widely and are affected by numerous factors beyond our control. The level of interest rates, the rate of inflation, the stability of exchange rates, the world supply of and demand for gold, silver and other metals, among other factors, can all cause significant fluctuations in commodity prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political developments. The price of gold and silver has fluctuated widely in recent years, and future price declines could cause a mineral project to become uneconomic, thereby having a material adverse effect on our business and financial condition. We have not entered into derivative contracts to protect the selling price for gold, silver, or any other metal. We may in the future more actively manage our exposure through derivative contracts or other commodity price risk management programs, although we have no intention of doing so in the near-term.

 

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In addition to adversely affecting our reserve estimates, results of operations and/or our financial condition, declining gold and silver prices could require a reassessment of the feasibility of a project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause delays in the implementation of a project.

 

Foreign Currency Risk

 

Foreign currency exchange rate fluctuations can increase or decrease our costs to the extent we pay costs in currencies other than the U.S. dollar. We are primarily impacted by Mexican peso rate changes relative to the U.S. Dollar, as we incur some costs in Mexican pesos. When the value of the peso rises in relation to the U.S. Dollar, some of our costs in Mexico may increase, thus affecting our operating results. Alternatively, when the value of the peso drops in relation to the US Dollar, peso-denominated costs in Mexico will decrease in U.S. Dollar terms.  These fluctuations do not impact our revenues since we sell our metals in U.S. dollars. Future fluctuations may give rise to foreign currency exposure, which may affect our financial results.

 

We have not utilized market-risk sensitive instruments to manage our exposure to foreign currency exchange rates but may in the future actively manage our exposure to such exchange rate risk.

 

Provisional Sales Contract Risk

 

We enter into concentrate sales contracts which, in general, provide for a provisional payment based upon provisional assays and prices. The provisionally priced sales contracts 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 concentrates determined at the quoted metal prices at the time of delivery. The embedded derivative, which does not qualify for hedge accounting, is adjusted to market through revenue each period prior to settlement.  Changes in the prices of metals between the delivery and final settlement date will result in adjustments to revenues from the sales of concentrate previously recorded upon delivery. Please see Note 14 to the Condensed Consolidated Financial Statements for additional information.

 

Interest Rate Risk

 

Our outstanding debt, at fixed rates, consisted of an equipment loan and leased equipment classified as capital leases. As the debt is at fixed rates, we consider our interest rate risk exposure to be insignificant at this time.

 

Equity Price Risk 

 

We have in the past sought and may in the future seek to acquire additional funding by sale of common stock and other equity. The price of our common stock has been volatile in the past and may also be volatile in the future. As a result, there is a risk that we may not be able to sell our common stock at an acceptable price should the need for new equity funding arise.

 

ITEM 4: Controls and Procedures

 

During the fiscal period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

 

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There were no changes that occurred during the three months ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

 

ITEM 4.  Mine Safety Disclosures

 

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report.

 

ITEM 6: Exhibits

 

The following exhibits are filed or furnished herewith:

 

 

 

 

Exhibit
Number

 

Descriptions

 

 

 

31.1

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Jason D. Reid.

 

 

 

31.2

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for John A. Labate.

 

 

 

32*

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Jason D. Reid and John A. Labate.

 

 

 

95

 

Mine safety information listed in Section 1503 of the Dodd-Frank Act. 

 

 

 

101

 

Financial statements from the Quarterly Report on Form 10-Q of Gold Resource Corporation for the three months ended September 30, 2018, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to the Condensed Consolidated Financial Statements.


*This document is not being “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Registration Statements or other documents filed with the SEC shall not incorporate this exhibit by reference, except as otherwise expressly stated in such filing.

 

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SIGNATURES 

 

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the Company has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

 

GOLD RESOURCE CORPORATION

 

 

 

 

Dated: October 30, 2018

 

 

/s/ Jason D. Reid

 

 

By:

Jason D. Reid,

 

 

 

Chief Executive Officer and President

 

 

 

 

 

 

 

 

 

 

 

 

 

Dated: October 30, 2018

 

 

/s/ John A. Labate

 

 

By:

John A. Labate,

 

 

 

Chief Financial Officer

 

 

30