UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 30, 2023March 31, 2024
or
☐ 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: 001-35455
SSR MINING INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
British Columbia (State or Other Jurisdiction of Incorporation or Organization) | | 98-0211014
(I.R.S. Employer Identification No.) |
| Suite 1300 - 6900 E. Layton Ave, Denver, Colorado, 80237 |
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code (303) 292-1299
Securities registered pursuant to Section 12(b) of the Act.
| | | | | | | | |
| Title of each class | Trading symbol | Name of each exchange on which registered |
| Common shares without par value | SSRM | The Nasdaq Stock Market LLC |
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 pursuant to Rule 405 of Regulation S-T 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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12-b2 of the Exchange Act.
| | | | | | | | | | | | | | |
| Large 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 the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). ☐ Yes ☒ No
There were 203,870,671202,089,818 common shares outstanding on JulyMarch 31, 2023.2024.
TABLE OF CONTENTS
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| PART I - FINANCIAL INFORMATION |
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| PART II - OTHER INFORMATION |
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FORWARD-LOOKING STATEMENTS
Certain statements contained in this report (including information incorporated by reference herein) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be covered by the safe harbor provided for under these sections. Forward looking statements can be identified with words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “intend,” “estimate,” “projects,” “predict,” “potential,” “continue” and similar expressions, as well as statements written in the future tense. When made, forward-looking statements are based on information known to management at such time and/or management’s good faith belief with respect to future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the Company's forward-looking statements. Many of these factors are beyond the Company's ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on forward-looking statements.
Forward-looking statements include, without limitation, the types of statements listed under the heading “Forward-Looking Statements” in Part I, Item 1. Business of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 27, 2024 (“Form 10-K”).
The forward-looking information and statements in this report are based on a number of material factors and assumptions, including, but not limited to the factors discussed in the Form 10-K, including those discussed in the “Business,” “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Form 10-K. Such factors are not exhaustive of the factors that may affect any of the Company’s forward-looking statements and information, and such statements and information will not be updated to reflect events or circumstances arising after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks and uncertainties discussed herein should be read in conjunction with the factors discussed in Part II, Item 1A., “Risk Factors” hereof, and Part I, Item IA., “Risk Factors” in the Form 10-K.
PART I - FINANCIAL INFORMATION
Çöpler Incident
On February 13, 2024, SSR Mining Inc. and its subsidiaries (collectively, “SSR Mining,” or the “Company”) suspended all operations at its Çöpler property as a result of a significant slip on the heap leach pad (the “Çöpler Incident”).
SECOND
Our primary focus at Çöpler continues to be the recovery and return of our five missing colleagues to their families. Currently, recovery efforts are targeted in the Sabırlı Valley, from which SSR Mining currently expects to complete the removal of all displaced heap leach material resulting from the Çöpler Incident into temporary storage locations by the end of the third quarter of 2024. Concurrently, containment efforts have been completed alongside the removal of the displaced material with the installation of grout curtains, coffer dams, buttresses, pumping systems and the ongoing installation of diversion channels in the Sabırlı Valley.
In parallel with the recovery and containment work, the Company is progressing a remediation plan following comprehensive consultation and evaluations with various Turkish government agencies, ministries, independent experts and external consultants. The remediation plan will be submitted for government approval in the second quarter of 2024 and will include, among other things, the construction of a permanent storage facility for the displaced heap leach material. Once constructed, the storage facility will be capable of containing the approximately 18 to 20 million tonnes of displaced material in an area referred to as the East Storage Facility. The remediation work is expected to cost between $250.0 to $300.0 million on a 100% basis, in addition to the approximately $25.0 million incurred to-date. The remediation efforts are expected to be implemented over a period of 24 to 36 months.
As part of the remediation work, the heap leach pad will be permanently closed and no further heap leach processing will take place at Çöpler. In order to restart operations, the Company will require the reinstatement of the Environmental Impact Assessment and necessary operating permits. At this time, we are not able to estimate or predict when and under what conditions we will resume operations at Çöpler.
For additional information on the Çöpler Incident, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 27, 2024 and the information provided herein.
FIRST QUARTER 2023 HIGHLIGHTS2024 SUMMARY (dollars, except per share, per ounce and per pound amounts): (1)
•Operating performance: results:The Company reported second First quarter 20232024 production of 156,625was 101,873 gold equivalent ounces. Production from Marigold was 34,680 ounces atand cost of sales of $1,155$1,331 per gold equivalent ounce sold and all-in sustaining costs (“AISC”) of $1,633$1,430 per gold-equivalent ounce. Year-to-date, the Company has deliveredounce sold. At Seabee, production of 303,518 gold equivalentwas 23,773 ounces atand cost of sales of $1,224$859 per ounce sold and AISC of $1,416 per ounce sold. Puna produced 1,914,805 ounces of silver and cost of sales of $16.87 per ounce sold and AISC of $15.61 per ounce sold. An additional 21,827 ounces of gold equivalent ounce and all-in sustaining costs (“AISC”) of $1,663 per gold-equivalent ounce.
•Financial results: Attributable net loss in the first quarter of 2024 was $287.1 million, or $1.42 per diluted share, inclusive of the impairment of long-lived and other assets at Çöpler of $114.2 million and estimated future reclamation and remediation costs of approximately $250.0 million related to the Çöpler Incident, which represents the low end of the estimated preliminary cost range of $250.0 to $300.0 million. Adjusted attributable net income in the secondfirst quarter of 20232024 was $74.9$22.5 million, or $0.35 per diluted share, and adjusted attributable net income was $75.1 million, or $0.35$0.11 per diluted share. ForIn the six months ended June 30, 2023, attributable net income was $104.7 million, or $0.49 per diluted share, and adjusted attributable net income was $96.4 million, or $0.45 per diluted share. For the three months ended June 30, 2023,first quarter of 2024, operating cash flow was $80.3$24.6 million and free cash flow was $22.4$(9.4) million.
•Continued delivery of peer-leading capital returns: During the second quarter of 2023, the Company repurchased a total of $40.1 million of its outstanding common shares at an average share price of $14.97 per share. On June 16, 2023, the Company announced a new Normal Course Issuer Bid (“NCIB”) permitting SSR Mining to purchase for cancellation up to 10,200,000 common shares of the Company representing approximately 5.0% of SSR Mining’s total issuedCash and outstanding common shares. During the second quarter, the Board declared a quarterly cash dividend of $0.07 per share.
•Balance sheet and financial strength:liquidity position: As of June 30, 2023, the CompanyMarch 31, 2024, SSR Mining had a cash and cash equivalentsequivalent balance of $379.2 million, after returning $14.3 million to shareholders and making $17.5 million in debt repayments during$467.0 million. In addition, at the quarter.
•Acquired an up to 40% ownership interest and operatorship inend of the Hod Maden Gold-Copper project: In the secondfirst quarter of 2023,2024, the Company announced that it has acquired an up to 40% interest and immediate operational control in the Hod Maden gold-copper development project (“Hod Maden”) in northeastern Türkiye from Lidya Mines. Aggregate acquisition consideration totals $270had available borrowings of $399.1 million which includes a $120 million in upfront cash payment to acquire a 10% interest in Hod Maden, followed by $150 million in earn-in structured milestone payments to acquire an additional 30% interest, payable between the startunder its revolving credit facility. As of construction and the first anniversary of commercial production. The acquisition of Hod Maden will add one of the highest margin and lowest capital intensity development projects globally to SSR Mining’s robust portfolio of high-return growth projects and leverages SSR Mining’s significant experience in Türkiye.
•ESG and Sustainability Report: On April 14, 2023,March 31, 2024, the Company publishedhad no borrowings, exclusive of de minimus letters of credit, outstanding under the revolving credit facility and was in compliance with its fifth annual ESG and Sustainability Report, which is available on the Company’s website. The report provided a comprehensive overview of how the Company manages sustainability across the business, detailed specific achievements from 2022 and outlined commitments made for 2023. Information included in the Company’s ESG and Sustainability Report is not incorporated by reference into this Form 10-Q.
•Delivered strong exploration results at Copper Hill: The Company continued to showcase its global exploration platform with positive exploration results at the Copper Hill property in Türkiye. To-date, 77 diamond drill holes, totaling 24,600 meters, have been completed showcasing mineralization starting from surface over broad intercepts, suggesting potential for an open pit operation in the future.
(1) AISC, free cash flow, adjusted attributable net income (loss), and adjusted attributable net income (loss) per diluted share are non-GAAP financial measures. For explanations of these measures and reconciliations to the most comparable financial measure calculated under U.S. GAAP, please see the discussion under "Non-GAAP Financial Measures" in Part I, Item 2, Management’s Discussion and Analysis herein.
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SSR Mining Inc.
Condensed Consolidated Statements of Operations
(unaudited, in thousands except per share)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended
June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Revenue | $ | 301,026 | | | $ | 319,583 | | | $ | 615,640 | | | $ | 675,029 | |
| Operating costs and expenses: | | | | | | | | | | | |
Cost of sales (1) | | 170,640 | | | | 164,928 | | | | 369,937 | | | | 318,448 | |
| Depreciation, depletion, and amortization | | 44,641 | | | | 53,848 | | | | 91,736 | | | | 112,590 | |
| General and administrative expense | | 16,291 | | | | 19,468 | | | | 34,832 | | | | 35,707 | |
| Exploration, evaluation, and reclamation costs | | 16,148 | | | | 11,244 | | | | 28,846 | | | | 21,102 | |
| Other operating expenses, net | | 377 | | | | — | | | | 375 | | | | 1,217 | |
| Operating income (loss) | | 52,929 | | | | 70,095 | | | | 89,914 | | | | 185,965 | |
| Other income (expense): | | | | | | | | | | | |
| Interest expense | | (4,959) | | | | (4,273) | | | | (10,019) | | | | (8,568) | |
| Other income (expense) | | 12,369 | | | | (2,395) | | | | 25,421 | | | | (2,762) | |
| Foreign exchange gain (loss) | | (21,176) | | | | (4,869) | | | | (34,361) | | | | (8,156) | |
| Total other income (expense) | | (13,766) | | | | (11,537) | | | | (18,959) | | | | (19,486) | |
| Income (loss) before income and mining taxes | | 39,163 | | | | 58,558 | | | | 70,955 | | | | 166,479 | |
| Income and mining tax benefit (expense) | | 83,388 | | | | 8,979 | | | | 80,600 | | | | (22,583) | |
| Equity income (loss) of affiliates | | (175) | | | | (18) | | | | (175) | | | | (271) | |
| Net income (loss) | | 122,376 | | | | 67,519 | | | | 151,380 | | | | 143,625 | |
| Net loss (income) attributable to non-controlling interest | | (47,510) | | | | (9,031) | | | | (46,701) | | | | (17,574) | |
| Net income (loss) attributable to SSR Mining shareholders | $ | 74,866 | | | $ | 58,488 | | | $ | 104,679 | | | $ | 126,051 | |
| | | | | | | | | | | | |
| Net income (loss) per share attributable to SSR Mining shareholders | | | | | | | | | | | |
| Basic | $ | 0.37 | | | $ | 0.28 | | | $ | 0.51 | | | $ | 0.59 | |
| Diluted | $ | 0.35 | | | $ | 0.27 | | | $ | 0.49 | | | $ | 0.57 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
March 31, | | |
| 2024 | | 2023 | | | | |
| Revenue | $ | 230,234 | | | $ | 314,614 | | | | | | | |
| Operating costs and expenses: | | | | | | | | | | | |
Cost of sales (1) | | 125,901 | | | | 199,297 | | | | | | | |
| Depreciation, depletion, and amortization | | 38,398 | | | | 47,095 | | | | | | | |
| General and administrative expense | | 12,861 | | | | 18,541 | | | | | | | |
| Exploration and evaluation | | 10,231 | | | | 10,525 | | | | | | | |
| Reclamation and remediation costs | | 275,318 | | | | 2,173 | | | | | | | |
| Impairment charges | | 114,230 | | | | — | | | | | | | |
| Care and maintenance | | 14,409 | | | | — | | | | | | | |
| Other operating expenses, net | | 15,310 | | | | (2) | | | | | | | |
| | | | | | | | | | | |
| Operating income (loss) | | (376,424) | | | | 36,985 | | | | | | | |
| Other income (expense): | | | | | | | | | | | |
| Interest expense | | (4,655) | | | | (5,060) | | | | | | | |
| Other income (expense) | | 3,767 | | | | 13,052 | | | | | | | |
| Foreign exchange gain (loss) | | (913) | | | | (13,185) | | | | | | | |
| Total other income (expense) | | (1,801) | | | | (5,193) | | | | | | | |
| Income (loss) before income and mining taxes | | (378,225) | | | | 31,792 | | | | | | | |
| Income and mining tax benefit (expense) | | 20,237 | | | | (2,788) | | | | | | | |
| Equity income (loss) of affiliates | | (174) | | | | — | | | | | | | |
| Net income (loss) | | (358,162) | | | | 29,004 | | | | | | | |
| Net loss (income) attributable to non-controlling interest | | 71,080 | | | | 809 | | | | | | | |
| Net income (loss) attributable to SSR Mining shareholders | $ | (287,082) | | | $ | 29,813 | | | | | | | |
| | | | | | | | | | | | |
| Net income (loss) per share attributable to SSR Mining shareholders | | | | | | | | | | | |
| Basic | $ | (1.42) | | | $ | 0.14 | | | | | | | |
| Diluted | $ | (1.42) | | | $ | 0.14 | | | | | | | |
(1) Excludes depreciation, depletion, and amortization.
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
SSR Mining Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
| | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, |
| | 2023 | | 2022 |
| Operating activities | | | | | |
| Net income (loss) | $ | 151,380 | | | $ | 143,625 | |
| Adjustments for: | | | | | |
| Depreciation, depletion, and amortization | | 91,736 | | | | 112,590 | |
| Amortization of debt discount | | 490 | | | | 475 | |
| Reclamation accretion expense | | 4,346 | | | | 2,622 | |
| Deferred income taxes | | (90,599) | | | | (41,899) | |
| Stock-based compensation | | 3,521 | | | | 6,158 | |
| Equity (income) loss of affiliates | | 175 | | | | 271 | |
| Unrealized loss (gain) on derivative instruments | | 360 | | | | (116) | |
| Change in fair value of marketable securities | | (1,120) | | | | 3,799 | |
| Non-cash fair value adjustment on acquired inventories | | 10,736 | | | | 7,503 | |
| Loss (gain) on sale of mineral properties, plant and equipment | | 1,050 | | | | 1,341 | |
| Change in fair value of deferred consideration | | 2,025 | | | | — | |
| Loss (gain) on foreign exchange | | 21,034 | | | | — | |
| Net change in operating assets and liabilities | | (111,824) | | | | (141,344) | |
Net cash provided by operating activities | | 83,310 | | | | 95,025 | |
| | | | | | |
| Investing activities | | | | | |
Acquisitions, net (1) | | (119,925) | | | | (24,838) | |
| Additions to mineral properties, plant and equipment | | (117,177) | | | | (51,492) | |
| Purchases of marketable securities | | (2,484) | | | | (2,603) | |
| Net proceeds from sale of marketable securities | | 7,845 | | | | 12,830 | |
| Proceeds from repayment of note receivable | | — | | | | 8,358 | |
| | | | | |
| | | | | |
| | | | | |
| Net cash used in investing activities | | (231,741) | | | | (57,745) | |
| | | | | |
| Financing activities | | | | | |
| Repayment of debt, principal | | (35,336) | | | | (35,568) | |
| Repurchase of common shares | | (45,305) | | | | (14,667) | |
| Proceeds from exercise of stock options | | 208 | | | | 2,628 | |
| Principal payments on finance leases | | (1,913) | | | | (8,203) | |
| Non-controlling interest dividend | | — | | | | (30,773) | |
| Dividends paid | | (28,788) | | | | (30,100) | |
| | | | | |
| Net cash used in financing activities | | (111,134) | | | | (116,683) | |
| Effect of foreign exchange rate changes on cash and cash equivalents | | (16,738) | | | | 524 | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | | (276,303) | | | | (78,879) | |
| Cash, cash equivalents, and restricted cash beginning of period | | 689,106 | | | | 1,052,865 | |
| Cash, cash equivalents, and restricted cash end of period | $ | 412,803 | | | $ | 973,986 | |
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SSR Mining Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
| | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2023 | | 2022 |
| Reconciliation of cash, cash equivalents, and restricted cash: | | | | | |
| Cash and cash equivalents | $ | 379,243 | | | $ | 938,599 | |
| Restricted cash | | 33,560 | | | | 35,387 | |
| Total cash, cash equivalents, and restricted cash | $ | 412,803 | | | $ | 973,986 | |
(1) Acquisitions, net for the six months ended June 30, 2023 is comprised of $120.0 million cash paid in the acquisition of Hod Maden Project, net of cash and cash equivalents acquired. Acquisitions, net for the six months ended June 30, 2022 is comprised of $24.8 million cash paid in the acquisition of Taiga Gold Corp., net of $4.7 million of cash and cash equivalents acquired. | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2024 | | 2023 |
| Operating activities | | | | | |
| Net income (loss) | $ | (358,162) | | | $ | 29,004 | |
| Adjustments for: | | | | | |
| Depreciation, depletion, and amortization | | 38,398 | | | | 47,095 | |
| | | | | |
| Reclamation and remediation costs | | 252,851 | | | | 2,173 | |
| Deferred income taxes | | (22,817) | | | | (1,977) | |
| Stock-based compensation | | (3,942) | | | | 2,047 | |
| Equity (income) loss of affiliates | | 174 | | | | — | |
| | | | | |
| Change in fair value of marketable securities | | (2,817) | | | | (1,866) | |
| Non-cash fair value adjustment on acquired inventories | | 2,830 | | | | 3,623 | |
| | | | | |
| | | | | |
| Loss (gain) on sale of mineral properties, plant and equipment | | 657 | | | | 240 | |
| Impairment charges | | 114,230 | | | | — | |
| Change in fair value of deferred consideration | | (630) | | | | 2,085 | |
| Loss (gain) on foreign exchange | | 3,528 | | | | 8,210 | |
| Non-cash care and maintenance | | 6,731 | | | | — | |
| Other operating activities | | 1,226 | | | | 235 | |
| Net change in operating assets and liabilities | | (7,626) | | | | (87,902) | |
Net cash provided by operating activities | | 24,631 | | | | 2,967 | |
| | | | | | |
| Investing activities | | | | | |
| Additions to mineral properties, plant and equipment | | (34,035) | | | | (59,242) | |
| | | | | |
| Purchases of marketable securities | | (6,338) | | | | (484) | |
| Net proceeds from sale of marketable securities | | 3,717 | | | | 7,845 | |
| | | | | |
| | | | | |
| Contributions to equity method investments | | (122) | | | | — | |
| | | | | |
| Net cash used in investing activities | | (36,778) | | | | (51,881) | |
| | | | | |
| Financing activities | | | | | |
| Repayment of debt, principal | | — | | | | (17,802) | |
| | | | | |
| Repurchase of common shares | | (9,825) | | | | (5,197) | |
| Proceeds from exercise of stock options | | — | | | | 208 | |
| Principal payments on finance leases | | (995) | | | | (950) | |
| | | | | |
| Dividends paid | | — | | | | (14,448) | |
| | | | | |
| Net cash used in financing activities | | (10,820) | | | | (38,189) | |
| Effect of foreign exchange rate changes on cash and cash equivalents | | (2,415) | | | | (6,191) | |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | | (25,382) | | | | (93,294) | |
| Cash, cash equivalents, and restricted cash beginning of period | | 492,494 | | | | 689,106 | |
| Cash, cash equivalents, and restricted cash end of period | $ | 467,112 | | | $ | 595,812 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| |
| | | |
| Reconciliation of cash, cash equivalents, and restricted cash: | | | | | |
| Cash and cash equivalents | $ | 467,010 | | | $ | 561,783 | |
| Restricted cash | | 102 | | | | 34,029 | |
| Total cash, cash equivalents, and restricted cash | $ | 467,112 | | | $ | 595,812 | |
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
SSR Mining Inc.
Condensed Consolidated Balance Sheets
(unaudited, in thousands)
| | June 30, 2023 | | December 31, 2022 |
| March 31, 2024 | | | March 31, 2024 | | December 31, 2023 |
| ASSETS | ASSETS | | | | | | ASSETS | | | | | |
| Cash and cash equivalents | Cash and cash equivalents | $ | 379,243 | | | $ | 655,453 | |
| Marketable securities | Marketable securities | | 32,866 | | | 40,280 | |
| Trade and other receivables | Trade and other receivables | | 125,207 | | | 117,675 | |
| Inventories | Inventories | | 561,495 | | | 501,607 | Inventories | | 465,109 | | | | 515,143 | | | 515,143 |
| Restricted cash | Restricted cash | | 33,560 | | | 33,653 | Restricted cash | | 102 | | | | 101 | | | 101 |
| Prepaids and other current assets | Prepaids and other current assets | | 23,009 | | | 27,767 | |
| Total current assets | Total current assets | | 1,155,380 | | | | 1,376,435 | Total current assets | | 1,081,870 | | | | 1,196,476 | | | 1,196,476 |
| | | | |
| Mineral properties, plant and equipment, net | Mineral properties, plant and equipment, net | | 4,249,441 | | | 3,549,446 |
| Mineral properties, plant and equipment, net | |
| Mineral properties, plant and equipment, net | | | 3,824,778 | | | | 3,872,886 |
| Inventories | Inventories | | 215,640 | | | 218,999 | |
| Equity method investments | |
| | Goodwill | | 49,786 | | | 49,786 |
| Deferred income tax assets | |
| Deferred income tax assets | |
| Deferred income tax assets | Deferred income tax assets | | — | | | 1,915 | |
| Other non-current assets | Other non-current assets | | 69,232 | | | 58,076 | Other non-current assets | | 77,816 | | | | 74,169 | | | 74,169 |
| Total assets | Total assets | $ | 5,739,479 | | | $ | 5,254,657 | |
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| LIABILITIES | LIABILITIES | | |
| LIABILITIES | |
| LIABILITIES | |
| Accounts payable | |
| Accounts payable | |
| Accounts payable | Accounts payable | $ | 56,268 | | | $ | 78,929 | |
| Accrued liabilities and other | Accrued liabilities and other | | 107,957 | | | 124,654 | |
| Reclamation and remediation liabilities | |
| Finance lease liabilities | Finance lease liabilities | | 3,944 | | | 3,872 | |
| Current portion of debt | Current portion of debt | | 35,508 | | | 71,797 | |
| Total current liabilities | Total current liabilities | | 203,677 | | | | 279,252 | |
| | | | |
| Debt | Debt | | 227,000 | | | 226,510 | |
| Debt | |
| Debt | |
| | Finance lease liabilities | Finance lease liabilities | | 100,401 | | | 102,434 | |
| Reclamation liabilities | | 161,513 | | | 153,972 | |
| Finance lease liabilities | |
| Finance lease liabilities | |
| Reclamation and remediation liabilities | |
| Deferred income tax liabilities | Deferred income tax liabilities | | 385,826 | | | 342,401 | |
| Other non-current liabilities | Other non-current liabilities | | 49,334 | | | 23,889 | |
| Total liabilities | Total liabilities | | 1,127,751 | | | | 1,128,458 | |
| | | | |
| EQUITY | EQUITY | | |
| Common shares – unlimited authorized common shares with no par value; 203,871 and 206,653 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | | 3,016,844 | | | 3,057,920 | |
| EQUITY | |
| EQUITY | |
| Common shares – unlimited authorized common shares with no par value; 202,090 and 202,952 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | |
| Common shares – unlimited authorized common shares with no par value; 202,090 and 202,952 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | |
| Common shares – unlimited authorized common shares with no par value; 202,090 and 202,952 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | |
| Retained earnings (deficit) | Retained earnings (deficit) | | 596,843 | | | 521,817 | |
| SSR Mining’s shareholders’ equity | SSR Mining’s shareholders’ equity | | 3,613,687 | | | | 3,579,737 | |
| Non-controlling interest | Non-controlling interest | | 998,041 | | | 546,462 | |
| Total equity | Total equity | | 4,611,728 | | | | 4,126,199 | |
| Total liabilities and equity | Total liabilities and equity | $ | 5,739,479 | | | $ | 5,254,657 | |
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
SSR Mining Inc.
Condensed Consolidated Statement of Changes in Equity
(unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common shares | | | | | | | | | | | | |
| | Number of shares | | Amount | | Retained earnings (accumulated deficit) | | Total equity attributable to SSR Mining shareholders | | Non-controlling interest | | Total equity |
| Balance as of December 31, 2023 | 202,952 | | | $ | 3,005,015 | | | $ | 368,065 | | | $ | 3,373,080 | | | $ | 931,123 | | | $ | 4,304,203 | |
| Repurchase of common shares | (1,117) | | | | (16,402) | | | | 6,577 | | | | (9,825) | | | | — | | | | (9,825) | |
| | | | | | | | | | | | | | | | |
| Settlement of restricted share units (RSUs) | 255 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Equity-settled stock-based compensation | — | | | | 2,612 | | | | — | | | | 2,612 | | | | — | | | | 2,612 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Net income (loss) | — | | | | — | | | | (287,082) | | | | (287,082) | | | | (71,080) | | | | (358,162) | |
| Balance as of March 31, 2024 | 202,090 | | | $ | 2,991,225 | | | $ | 87,560 | | | $ | 3,078,785 | | | $ | 860,043 | | | $ | 3,938,828 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common shares | | | | | | | | | | | | |
| | Number of shares | | Amount | | Retained earnings (accumulated deficit) | | Total equity attributable to equity holders of SSR Mining | | Non-controlling interest | | Total equity |
| Balance as of December 31, 2022 | 206,653 | | | $ | 3,057,920 | | | $ | 521,817 | | | $ | 3,579,737 | | | $ | 546,462 | | | $ | 4,126,199 | |
| Repurchase of common shares | (348) | | | | (5,111) | | | | (86) | | | | (5,197) | | | | | | | (5,197) | |
| Exercise of stock options | 17 | | | | 216 | | | | — | | | | 216 | | | | — | | | | 216 | |
| Settlement of restricted share units (RSUs) | 198 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Equity-settled stock-based compensation | — | | | | 2,037 | | | | — | | | | 2,037 | | | | — | | | | 2,037 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Dividends declared to equity holders of SSR Mining | — | | | | — | | | | (14,448) | | | | (14,448) | | | | — | | | | (14,448) | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Net income (loss) | — | | | | — | | | | 29,813 | | | | 29,813 | | | | (809) | | | | 29,004 | |
| Balance as of March 31, 2023 | 206,520 | | | $ | 3,055,062 | | | $ | 537,096 | | | $ | 3,592,158 | | | $ | 545,653 | | | $ | 4,137,811 | |
| Repurchase of common shares | (2,679) | | | | (39,329) | | | | (779) | | | | (40,108) | | | | — | | | | (40,108) | |
| | | | | | | | | | | | | | | | |
| Settlement of RSUs | 30 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Equity-settled stock-based compensation | — | | | | 1,111 | | | | — | | | | 1,111 | | | | — | | | | 1,111 | |
| Dividends paid to equity holders of SSR Mining | — | | | | — | | | | (14,340) | | | | (14,340) | | | | — | | | | (14,340) | |
| Acquisition of non-controlling interest | — | | | | — | | | | — | | | | — | | | | 404,878 | | | | 404,878 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Net income (loss) | — | | | | — | | | | 74,866 | | | | 74,866 | | | | 47,510 | | | | 122,376 | |
| Balance as of June 30, 2023 | 203,871 | | | $ | 3,016,844 | | | $ | 596,843 | | | $ | 3,613,687 | | | $ | 998,041 | | | $ | 4,611,728 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
SSR Mining Inc.
Condensed Consolidated Statement of Changes in Equity
(unaudited, in thousands)
| | | | Common shares | | | | | | | | | | | | | |
| | | Number of shares | | Amount | | Retained earnings (accumulated deficit) | | Total equity attributable to equity holders of SSR Mining | | Non-controlling interest | | Total equity | |
| Balance as of December 31, 2021 | 211,879 | | | $ | 3,140,189 | | | $ | 397,667 | | | $ | 3,537,856 | | | $ | 514,661 | | | $ | 4,052,517 | | |
| Exercise of stock options | 166 | | | 2,433 | | | — | | | 2,433 | | | — | | | 2,433 | | |
| Settlement of RSUs and PSUs | 512 | | | — | | | — | | | — | | | — | | | — | | |
| Equity-settled stock-based compensation | — | | | 823 | | | — | | | 823 | | | — | | | 823 | | |
| | Dividends paid to equity holders of SSR Mining | — | | | — | | | (15,015) | | | (15,015) | | | — | | | (15,015) | | |
| Dividends paid to non-controlling interest | — | | | — | | | — | | | — | | | (30,773) | | | (30,773) | | |
| | |
| | |
| Balance as of December 31, 2022 | |
| Balance as of December 31, 2022 | |
| Balance as of December 31, 2022 | |
| Repurchase of common shares | |
| Repurchase of common shares | |
| Repurchase of common shares | |
| Exercise of stock options | |
| Exercise of stock options | |
| Exercise of stock options | |
| Settlement of RSUs | |
| Settlement of RSUs | |
| Settlement of RSUs | |
| Equity-settled stock-based compensation | |
| Equity-settled stock-based compensation | |
| Equity-settled stock-based compensation | |
| Dividends paid to SSR Mining shareholders | |
| Dividends paid to SSR Mining shareholders | |
| Dividends paid to SSR Mining shareholders | |
| | | Net income (loss) | Net income (loss) | — | | | — | | | 67,563 | | | 67,563 | | | 8,543 | | | 76,106 | | |
| Balance as of March 31, 2022 | 212,557 | | | $ | 3,143,445 | | | $ | 450,215 | | | $ | 3,593,660 | | | $ | 492,431 | | | $ | 4,086,091 | | |
| Repurchase of common shares | (798) | | | | (11,711) | | | | (2,956) | | | | (14,667) | | | | — | | | | (14,667) | | |
| Exercise of stock options | 14 | | | 242 | | | — | | | 242 | | | — | | | 242 | | |
| Settlement of RSUs | 69 | | | — | | | — | | | — | | | — | | | — | | |
| Equity-settled stock-based compensation | — | | | 1,033 | | | — | | | 1,033 | | | — | | | 1,033 | | |
| Dividends paid to equity holders of SSR Mining | — | | | — | | | (15,085) | | | (15,085) | | | — | | | (15,085) | | |
| | | Net income (loss) | Net income (loss) | — | | | — | | | 58,488 | | | 58,488 | | | 9,031 | | | 67,519 | | |
| Balance as of June 30, 2022 | 211,842 | | | $ | 3,133,009 | | | $ | 490,662 | | | $ | 3,623,671 | | | $ | 501,462 | | | $ | 4,125,133 | | |
| | Net income (loss) | |
| Balance as of March 31, 2023 | |
| Balance as of March 31, 2023 | |
| Balance as of March 31, 2023 | |
| |
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1.THE COMPANY
SSR Mining Inc. and its subsidiaries (collectively, "SSR Mining,"“SSR Mining” or the "Company”“Company”) is a precious metals mining company with four producing assets located in the United States, Türkiye, Canada and Argentina. The Company is principally engaged in the operation, acquisition, exploration and development of precious metal resource properties located in Türkiye and the Americas. The Company produces gold doré as well as copper, silver, lead and zinc concentrates. The Company’s diversified asset portfolio is comprised of high-margin, long-life assets located in some of the world's most prolific metal districts. The Company’s focus is on safe, profitable production from itsproperties include Çöpler Gold Mine ("(“Çöpler"pler”) in Erzincan, Türkiye, Marigold mine ("Marigold"(“Marigold”) in Nevada, USA, Seabee Gold Operation ("Seabee"(“Seabee”) in Saskatchewan, Canada, and Puna Operations ("Puna"(“Puna”) in Jujuy, Argentina, andArgentina. The Company also has development projects that it seeks to advance, as market and project conditions permit, its principal development projects.
SSR Mining is incorporated under the laws of the Province of British Columbia, Canada. The Company's common shares are listed on the Toronto Stock Exchange (“TSX”) in Canada and the Nasdaq Global Select Market (“Nasdaq”) in the U.S. under the symbol "SSRM"“SSRM” and the Australian Securities Exchange (“ASX”) in Australia under the symbol "SSR."“SSR.”
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Risks and Uncertainties
As a mining company, the revenue, profitability and future rate of growth of the Company are substantially dependent on the prevailing prices for gold, silver, lead and zinc. The prices of these metals are volatile and affected by many factors beyond the Company’s control, and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital and the quantities of reserves that the Company can economically produce. The carrying value of the Company’s Mineral properties, plant and equipment; Inventories; and Deferred income tax assets; and Goodwill are sensitive to the outlook for commodity prices. A decline in the Company’s price outlook could result in material impairment charges related to these assets. In addition, the Company maintains cash balances at banking institutions in various jurisdictions which may or may not have deposit insurance. The Company mitigates potential cash risk by maintaining bank accounts with credit-worthy financial institutions. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.
The Company's business may be impacted by adverse macroeconomic and geopolitical conditions. These conditions include inflation, interest rate and foreign currency fluctuations and slowdown of economic activity around the world. The Company maintains its cash and cash equivalents primarily in United States dollars (“USD”). Any fluctuation in the exchange rate of the Turkish Lira (“TRY”), Canadian Dollar (“CAD”), Argentine Peso (“ARS”), or the currency of any other country in which the Company operates, against the USD could result in a loss on the Company’s books to the extent the Company holds funds or net monetary or non-monetary assets denominated in those currencies, and any fluctuations of currency prices generally may result in volatility. Certain of the Company's operations are located in countries that have in the past and are currently experiencing high rates of inflation. It is possible that in the future, high inflation in the countries in which we operate may result in an increase in operational costs in local currencies (without a concurrent devaluation of the local currency of operations against the dollar or an increase in the dollar price of gold, silver, copper, zinc or lead). Maintaining operating costs in currencies subject to significant inflation could expose us to risks relating to devaluation and high domestic inflation.
The Company's business may also be impacted by physical risks that can impact each of its properties, such as those experienced in connection with the Çöpler Incident.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Basis of Presentation
The Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and disclosures required by generally accepted accounting principles in the United States. Therefore, this information should be read in conjunction with SSR Mining Inc.’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 20222023 filed on February 22, 2023, as amended on Form 10-K/A filed on March 17, 2023, solely to correct a typographical error related to the date of the audit opinion (together, “Form 10-K”).27, 2024. The information furnished herein reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods reported. All such adjustments are, in the opinion of management, of a normal recurring nature. The results for the sixthree month period ended June 30, 2023,March 31, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.2024.
Recently Issued Accounting Pronouncements
In March 2024, the U.S. Securities and Exchange Commission (“SEC”) issued Final Rule 33-11275 "The Enhancement and Standardization of Climate-Related Disclosures for Investors" (“Final Rule”). The Final Rule requires disclosures regarding information about a registrant's climate-related risks that have a material impact on, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. In addition, certain disclosures related to capitalized costs, expenditures, and losses incurred as a result of severe weather events and other natural conditions will be required to be disclosed in the footnotes to the audited financial statements. The Final Rule is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. On April 4, 2024, the SEC stayed the rules pending the resolution of certain legal challenges. The Company is currently evaluating the impact on the consolidated financial statements.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The standard is effective beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact on the consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and interim disclosures of a reportable segment’s profit or loss and assets. The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company does not expect the adoption to have a material impact on the consolidated financial statements or disclosures.
On February 13, 2024, the Company suspended all operations at Çöpler as a result of the Çöpler Incident. The Company is not, at this time, able to estimate or predict when and under what conditions it will resume operations at Çöpler. During the suspension, Care and maintenance was recorded in the Statements of Operations which represents direct costs of $7.7 million and depreciation of $6.7 million.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Reclassifications
Certain amounts and disclosures in prior years have been reclassified to conform toFinancial impacts of the current year presentation.
Changes to operating segments
During the first quarter of 2023 the Company changed the way management internally reviews and evaluates operating performance and manages the business. The Company determined it has four reportable segments: Çöpler Marigold, Seabee and Puna. The Company’s previous exploration, evaluation and development properties are now managed by the nearest or adjacent reportable segment except for greenfield standalone prospects, which are included in Corporate and other.Incident
Prior period segment information has been recast to conform with current period presentation.
Recently Issued Accounting Pronouncements
AsStatement of June 30, 2023, there were no recently issued accounting pronouncements that are expected to have a material effect on the Company’s Condensed Consolidated Financial Statements.
3.ACQUISITIONS AND DIVESTITURES
Acquisitions
Acquisition of an up to 40% ownership and operatorship in the Hod Maden Project
On May 8, 2023, the Company, through its wholly owned subsidiary Alacer Gold Corporation, reached an agreement to acquire from Lidya Madencilik Sanayi ve Ticaret A.Ş (“Lidya Mines”) an up to 40% interest in, and operational control of, the Hod Maden gold-copper development project, located in northeastern Turkiye (the "Transaction"). Hod Maden is owned by Artmin Madencilik Sanayi Ve Ticaret A.Ş (“Artmin”), a joint venture owned 70% by Lidya Mines and 30% by Horizon Copper Corp. (“Horizon”) prior to the closing of the Transaction. Upon closing of the Transaction, the Company made a $120.0 million cash payment to Lidya Mines to acquire a 10% interest in Artmin. The Company has the option to acquire an additional 30% interest in Artmin from Lidya Mines for $120.0 million in structured payments tied to the completion of project construction spending milestones. Additionally, the Company will make contingent payments to Lidya Mines including $30.0 million in milestone payments payable in accordance with an agreed upon schedule beginning at the start of construction and ending on the first anniversary of commercial production and $84.0 million payable upon the delineation of an additional 500,000 gold equivalent ounces of mineral reserves at the Hod Maden project in excess of the project’s current mineral reserves and mineral resources.
The acquisition date fair value of the consideration paid is as follows (in thousands):
| | | | | | | | | | | | | | |
| Cash paid to Lidya Mines for 10% interestThree Months Ended
March 31, | | |
| 2024 | | | | |
| Reclamation and remediation costs | | | | | | | | |
Incurred remediation costs (1) | $ | (22,466) | | | | | | | |
| Estimated future reclamation and remediation costs | | (250,437) | | | | | | | |
| | (272,903) | | | | | | | |
| Impairment charges | | | | | | | | |
| Leach pad inventory | | (76,023) | | | | | | | |
| Mineral properties, plant and equipment, net | | (38,207) | | | | | | | |
| | (114,230) | | | | | | | |
| | | | | | | | |
| Contingencies and other legal matters | | (15,310) | | | | | | | |
| | | | | | | | |
| Total operating loss | $ | 120,000 (402,443) | | | | | | | |
| Contingent consideration tied to completion of operational milestones (1)
| | 24,300 | | | | | |
| Contingent consideration tied to delineation of new reserves (1)
| | 4,300 | | | | | |
| Total consideration | $ | 148,600 | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(1)Represents cash outflows included in Reclamation and remediation costs in the Condensed Consolidated Statements of Operations.
(1) Balance Sheet
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2024 |
| Current | | Non-current | | Total |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Liabilities | | | | | | | | |
| Reclamation and remediation liabilities | $ | 182,625 | | | $ | 67,812 | | | $ | 250,437 | |
| Accrued liabilities and other | | 15,310 | | | | — | | | | 15,310 | |
| Total liabilities | $ | 197,935 | | | $ | 67,812 | | | $ | 265,747 | |
Remediation and reclamation liabilities
The fair valueCompany estimated a preliminary cost range of $250.0 to $300.0 million for future reclamation and remediation costs related to the Çöpler Incident. The Company accrued approximately $250.0 million, which represents the low end of the two elements of contingent consideration are based on a discounted cash flow model. The contingent consideration is considered a Level 3 fair value measurement due to certain assumptions that are not based on observable market data (refer to Note 9 for more information). The significant assumptions include estimates of timing of completion of project milestones, probability of delineation of additional reserves, and discount rates. The contingent consideration is included within Other non-current liabilities on the Condensed Consolidated Balance Sheets.estimated cost range.
The Company determined that Artmin is a variable interest entity (“VIE”) for which it isReclamation
During the primary beneficiary and is consolidated under ASC 810 asthree months ended March 31, 2024, the Company hasrecorded an $11.2 million revision to the powerreclamation liability to directreflect changes in the significant activitiestiming and the right to receive benefits and obligation to absorb losses of Artmin. The assets of Artmin can only be used to settle the obligations of Artmin and not the obligationsextent of the Company. The creditors of Artmin do not have recourse to the assets or general creditclosure of the Company to satisfy its liabilities.heap leach pad as a result of the Çöpler Incident. The Company concluded that Artminrevision was not a business based on its assessment under ASC 805recorded in Reclamation and accounted forremediation costs in the acquisition as an initial consolidationCondensed Consolidated Statements of aOperations.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
VIE that is notRemediation
During the three months ended March 31, 2024, the Company recorded a business under ASC 810. There was no gain or loss recognized upon initial consolidationremediation liability of $261.7 million as a result of the VIE as the sumÇöpler Incident. The remediation activities include movement of the fair valuedebris out of the consideration paidSabırlı Valley and non-controlling interest equaled the fair valueManganese pit, sloping and stabilization of the net assets onheap leach pad in preparation for permanent closure, construction of a permanent storage facility for the acquisition date.debris, and management of surface and ground water in the Sabırlı Valley. The Company incurred transaction$22.5 million of remediation costs during the first quarter of approximately $0.4 million2024 in connection with the Transaction included Çöpler Incident. The costs incurred and the remediation liability were recorded in Reclamation and remediation costs in the Condensed Consolidated Statements of Operations. As of March 31, 2024, the remediation liability of $239.2 million consists of $178.5 million classified as current and $60.7 million classified as non-current.
Impairment charges
As a result of the Çöpler Incident, the Company plans to permanently close the heap leach pad; therefore, the Company fully impaired the heap leach pad inventory and related heap leach pad processing facilities. Accordingly, during the three months ended March 31, 2024, the Company recorded non-cash impairment charges of $76.0 million related to Inventories and $38.2 million related to Mineral properties, plant and equipment, net, for a total non-cash impairment charge of $114.2 million. No impairment charges were recognized for the three months ended March 31, 2023.
Contingencies and other legal matters
The Company may be subject to additional legal costs and expenses due to the Çöpler Incident. As of March 31, 2024, the Company has recorded $15.3 million of contingencies related to the Çöpler Incident in Other operating expenses, net in the Condensed Consolidated Statements of Operations.
The Company retained a third-party appraiser to determine the fair value of the consideration paid, assets acquired, liabilities assumed,Operations and non-controlling interest as of the acquisition date. The fair value estimates were based on income and market valuation methods. The following table summarizes the fair value of the assets acquired and liabilities assumed on the acquisition date (in thousands):
| | | | | | | | |
ASSETS | | |
Cash and cash equivalents | $ | 11 | |
Trade and other receivables | | 36 | |
Inventories | | 3 | |
Prepaids and other current assets | | 24 | |
Mineral properties, plant and equipment, net (1)
| | 688,611 | |
Other non-current assets | | 1,690 | |
Total assets acquired | $ | 690,375 | |
| | |
LIABILITIES | | |
Accounts payable | $ | 315 | |
Accrued liabilities and other | | 643 | |
Deferred income tax liabilities (2)
| | 135,939 | |
Total liabilities assumed | | 136,897 | |
Net assets acquired and liabilities assumed | | 553,478 | |
Non-controlling interest | | (404,878) | |
| $ | 148,600 | |
(1) The fair value of mineral properties, plant and equipment is based on applying the income and market valuation methods. The significant assumptions include future metal prices, estimated quantities of mineral reserves and mineral resources, future capital and operating expenditures, and discount rates.
(2) Deferred income tax liabilities represent the future tax expense associated with the differences between the fair value allocated to assets and liabilities and the historical carryover tax basis of these assets and liabilities.
other
The assets acquired are included in the Corporate and other operating segment. The non-controlling interest is representative of Lidya Mines and Horizon’s combined 90% interest and is inclusive of the 30% redeemable interest. As the redemption features are solely within the control of the Company, the redeemable non-controlling interest in Artmin is classified within permanent equity under ASC 480.
Acquisition of Taiga Gold Corp.
On April 14, 2022, the Company completed the purchase of all the issued and outstanding common shares of Taiga Gold Corp. (“Taiga Gold”), which holds the exploration and evaluation stage resources in Saskatchewan, Canada in proximity to the Company’s Seabee mine and Fisher project. The transaction was accountedCondensed Consolidated Balance Sheets. See Note 18 for as an asset acquisition for total consideration of $24.8 million. The total consideration was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, which consisted primarily of cash and cash equivalents of $24.8 million, exploration and evaluation assets of $27.8 million, and a related deferred tax liability of $7.5 million. The assets are included in the Seabee mine operating segment.additional information.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
4.OPERATING SEGMENTS
The Company currently has four producing mines which represent the Company’s reportable and operating segments. The results of operating segments are reviewed by management to make decisions about resources to be allocated to the segments and to assess their performance.All operations at Çöpler ceased on February 13, 2024, following the Çöpler Incident.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following tables provide a summary of financial information related to the Company's segments (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2024 |
| Çöpler | | Marigold | | Seabee | | Puna | | Segment Total | | | Corporate and other (1) | | Consolidated |
| Revenue | $ | 48,571 | | | $ | 76,685 | | | $ | 59,128 | | | $ | 45,850 | | | $ | 230,234 | | | $ | — | | | $ | 230,234 | |
Cost of sales (2) | $ | 24,423 | | | $ | 49,071 | | | $ | 24,433 | | | $ | 27,974 | | | $ | 125,901 | | | $ | — | | | $ | 125,901 | |
| Depreciation, depletion, and amortization | $ | 9,831 | | | $ | 7,439 | | | $ | 15,213 | | | $ | 5,915 | | | $ | 38,398 | | | $ | — | | | $ | 38,398 | |
| Exploration and evaluation | $ | 774 | | | $ | 4,095 | | | $ | 3,546 | | | $ | 335 | | | $ | 8,750 | | | $ | 1,481 | | | $ | 10,231 | |
| | | | | | | | | | | | | | | | | | | | |
Care and maintenance expenses (3) | $ | 14,409 | | | $ | — | | | $ | — | | | $ | — | | | $ | 14,409 | | | $ | — | | | $ | 14,409 | |
| | | | | | | | | | | | | | | | | | | | |
| Operating income (loss) | $ | (403,803) | | | $ | 15,356 | | | $ | 15,602 | | | $ | 10,763 | | | $ | (362,082) | | | $ | (14,342) | | | $ | (376,424) | |
| Capital expenditures | $ | 6,541 | | | $ | 2,432 | | | $ | 15,773 | | | $ | 3,359 | | | $ | 28,105 | | | $ | 8,132 | | | $ | 36,237 | |
| Total assets as of March 31, 2024 | $ | 2,763,672 | | | $ | 793,179 | | | $ | 491,153 | | | $ | 287,833 | | | $ | 4,335,837 | | | $ | 915,945 | | | $ | 5,251,782 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2023 |
| Çöpler | | Marigold | | Seabee | | Puna | | Corporate and other (1) | | Total |
| Revenue | $ | 97,856 | | | $ | 117,806 | | | $ | 30,058 | | | $ | 55,306 | | | $ | — | | | $ | 301,026 | |
Cost of sales (2) | $ | 54,949 | | | $ | 63,965 | | | $ | 18,272 | | | $ | 33,454 | | | $ | — | | | $ | 170,640 | |
| Depletion, depreciation, and amortization | $ | 20,099 | | | $ | 9,982 | | | $ | 8,360 | | | $ | 6,200 | | | $ | — | | | $ | 44,641 | |
| Exploration, evaluation, and reclamation costs | $ | 1,738 | | | $ | 3,807 | | | $ | 5,565 | | | $ | 3,064 | | | $ | 1,974 | | | $ | 16,148 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Operating income (loss) | $ | 19,744 | | | $ | 40,053 | | | $ | (2,139) | | | $ | 12,552 | | | $ | (17,281) | | | $ | 52,929 | |
| Capital expenditures | $ | 13,719 | | | $ | 33,677 | | | $ | 12,027 | | | $ | 1,901 | | | $ | — | | | $ | 61,324 | |
| Total assets as of June 30, 2023 | $ | 3,261,738 | | | $ | 730,579 | | | $ | 521,586 | | | $ | 314,706 | | | $ | 910,870 | | | $ | 5,739,479 | |
(1)Corporate and other consists of business activities that are not included within the reportable segments and is provided for reconciliation purposes.
(2) Excludes depreciation, depletion, and amortization.
(3)Care and maintenance expense represents direct costs not associated with the environmental reclamation and remediation costs of $7.7 million and depreciation of $6.7 million during the suspension of operations at Çöpler starting in the first quarter of 2024.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2022 |
| Çöpler | | Marigold | | Seabee | | Puna | | Corporate and other (1) | | Total |
| Revenue | $ | 108,743 | | | $ | 85,425 | | | $ | 79,110 | | | $ | 46,305 | | | $ | — | | | $ | 319,583 | |
Cost of sales (2) | $ | 63,095 | | | $ | 50,422 | | | $ | 19,015 | | | $ | 32,396 | | | $ | — | | | $ | 164,928 | |
| Depletion, depreciation, and amortization | $ | 27,081 | | | $ | 8,395 | | | $ | 14,370 | | | $ | 4,002 | | | $ | — | | | $ | 53,848 | |
| Exploration, evaluation, and reclamation costs | $ | 749 | | | $ | 4,046 | | | $ | 2,972 | | | $ | 2,131 | | | $ | 1,346 | | | $ | 11,244 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Operating income (loss) | $ | 17,087 | | | $ | 22,562 | | | $ | 42,745 | | | $ | 7,764 | | | $ | (20,063) | | | $ | 70,095 | |
| Capital expenditures | $ | 3,915 | | | $ | 15,331 | | | $ | 8,852 | | | $ | 2,262 | | | $ | — | | | $ | 30,360 | |
| Total assets as of June 30, 2022 | $ | 2,951,865 | | | $ | 635,283 | | | $ | 583,523 | | | $ | 302,530 | | | $ | 694,750 | | | $ | 5,167,951 | |
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 |
| Çöpler | | Marigold | | Seabee | | Puna | | Segment Total | | Corporate and other (1) | | Consolidated |
| Revenue | $ | 110,513 | | | $ | 98,168 | | | $ | 32,093 | | | $ | 73,840 | | | $ | 314,614 | | | $ | — | | | $ | 314,614 | |
Cost of sales (2) | $ | 74,646 | | | $ | 54,541 | | | $ | 23,265 | | | $ | 46,845 | | | $ | 199,297 | | | $ | — | | | $ | 199,297 | |
| Depreciation, depletion, and amortization | $ | 22,651 | | | $ | 8,574 | | | $ | 8,987 | | | $ | 6,883 | | | $ | 47,095 | | | $ | — | | | $ | 47,095 | |
| Exploration and evaluation | $ | 557 | | | $ | 3,077 | | | $ | 3,869 | | | $ | 1,072 | | | $ | 8,575 | | | $ | 1,950 | | | $ | 10,525 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Operating income (loss) | $ | 11,496 | | | $ | 31,284 | | | $ | (4,318) | | | $ | 18,223 | | | $ | 56,685 | | | $ | (19,700) | | | $ | 36,985 | |
| Capital expenditures | $ | 10,069 | | | $ | 29,592 | | | $ | 8,445 | | | $ | 2,577 | | | $ | 50,683 | | | $ | — | | | $ | 50,683 | |
| Total assets as of March 31, 2023 | $ | 3,278,695 | | | $ | 697,817 | | | $ | 585,557 | | | $ | 326,660 | | | $ | 4,888,729 | | | $ | 346,074 | | | $ | 5,234,803 | |
(1)Corporate and other consists of business activities that are not included within the reportable segments and provided for reconciliation purposes. During the first quarter of 2023, the Company determined it has four reportable segments: Çöpler, Marigold, Seabee and Puna. The exploration, evaluation and development properties are no longer considered a reportable segment and the portfolio of prospective exploration tenures, near or adjacent to the existing operations (near-mine) are included in the respective reportable segment and thesegment. The greenfield standalone prospects and development projects are included in Corporate and other.
(2)Excludes depreciation, depletion, and amortization.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2023 | |
| Çöpler | | Marigold | | Seabee | | Puna | | Corporate and other (1) | | | Total |
| Revenue | $ | 208,369 | | | $ | 215,974 | | | $ | 62,151 | | | $ | 129,146 | | | $ | — | | | $ | 615,640 | | |
Cost of sales (2) | $ | 129,595 | | | $ | 118,506 | | | $ | 41,537 | | | $ | 80,299 | | | $ | — | | | $ | 369,937 | | |
| Depletion, depreciation, and amortization | $ | 42,750 | | | $ | 18,556 | | | $ | 17,347 | | | $ | 13,083 | | | $ | — | | | $ | 91,736 | | |
| Exploration, evaluation, and reclamation costs | $ | 2,722 | | | $ | 7,575 | | | $ | 9,724 | | | $ | 4,901 | | | $ | 3,924 | | | $ | 28,846 | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Operating income (loss) | $ | 31,240 | | | $ | 71,337 | | | $ | (6,457) | | | $ | 30,775 | | | $ | (36,981) | | | $ | 89,914 | | |
| Capital expenditures | $ | 23,788 | | | $ | 63,269 | | | $ | 20,472 | | | $ | 4,478 | | | $ | — | | | $ | 112,007 | | |
| Total assets as of June 30, 2023 | $ | 3,261,738 | | | $ | 730,579 | | | $ | 521,586 | | | $ | 314,706 | | | $ | 910,870 | | | $ | 5,739,479 | | |
(1) Corporate and other consists of business activities that are not included within the reportable segments and provided for reconciliation purposes.
(2) Excludes depreciation, depletion, and amortization.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2022 |
| Çöpler | | Marigold | | Seabee | | Puna | | Corporate and other (1) | | Total |
| Revenue | $ | 246,150 | | | $ | 154,318 | | | $ | 169,967 | | | $ | 104,594 | | | $ | — | | | $ | 675,029 | |
Cost of sales (2) | $ | 125,679 | | | $ | 89,157 | | | $ | 35,425 | | | $ | 68,187 | | | $ | — | | | $ | 318,448 | |
| Depletion, depreciation, and amortization | $ | 57,594 | | | $ | 15,283 | | | $ | 29,749 | | | $ | 9,964 | | | $ | — | | | $ | 112,590 | |
| Exploration, evaluation, and reclamation costs | $ | 1,837 | | | $ | 7,887 | | | $ | 5,346 | | | $ | 2,612 | | | $ | 3,420 | | | $ | 21,102 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Operating income (loss) | $ | 59,585 | | | $ | 41,990 | | | $ | 99,436 | | | $ | 23,670 | | | $ | (38,716) | | | $ | 185,965 | |
| Capital expenditures | $ | 10,786 | | | $ | 33,566 | | | $ | 21,766 | | | $ | 4,475 | | | $ | — | | | $ | 70,593 | |
| Total assets as of June 30, 2022 | $ | 2,951,865 | | | $ | 635,283 | | | $ | 583,523 | | | $ | 302,530 | | | $ | 694,750 | | | $ | 5,167,951 | |
(1) Corporate and other consists of business activities that are not included within the reportable segments and provided for reconciliation purposes. During the first quarter of 2023, the Company determined it has four reportable segments: Çöpler, Marigold, Seabee and Puna. The exploration, evaluation and development properties are no longer considered a reportable segment and the portfolio of prospective exploration tenures, near or adjacent to the existing operations (near-mine) are included in the respective reportable segment and the greenfield standalone prospects are included in Corporate and other.
(2) Excludes depreciation, depletion, and amortization.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Geographic Area
The following are non-current assets, excluding Goodwill, Restricted cash and Deferred income taxes, by location as of June 30, 2023 and December 31, 2022 (in thousands):
| | | | | | | | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
| Türkiye | $ | 3,725,669 | | | $ | 3,064,482 | |
| Canada | | 324,684 | | | | 311,937 | |
| United States | | 363,428 | | | | 321,423 | |
| Argentina | | 119,556 | | | | 127,661 | |
| Mexico | | 495 | | | | 536 | |
| Peru | | 481 | | | | 482 | |
| Total | $ | 4,534,313 | | | $ | 3,826,521 | |
The following is revenue information by geographic area based on the location for the three and six months ended June 30 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Türkiye | $ | 97,856 | | | $ | 108,743 | | | $ | 208,369 | | | $ | 246,150 | |
| Canada | | 30,058 | | | | 79,110 | | | | 62,151 | | | | 169,967 | |
| United States | | 117,806 | | | | 85,425 | | | | 215,974 | | | | 154,318 | |
| Argentina | | 55,306 | | | | 46,305 | | | | 129,146 | | | | 104,594 | |
| Total | $ | 301,026 | | | $ | 319,583 | | | $ | 615,640 | | | $ | 675,029 | |
5.REVENUE
The following table represents revenues by product (in thousands):
| | Three Months Ended June 30, |
| Three Months Ended March 31, | | | Three Months Ended March 31, |
| | | 2023 | | 2022 | | 2024 | | 2023 |
| Gold doré sales | Gold doré sales | | | |
| Çöpler | |
| Çöpler | |
| Çöpler | Çöpler | $ | 97,356 | | | $ | 107,999 | |
| Marigold | Marigold | | 117,769 | | | 85,403 | |
| Seabee | Seabee | | 30,043 | | | 79,069 | |
| Concentrate sales | Concentrate sales | | | | |
| Puna | Puna | | 51,211 | | | 47,055 | |
| Puna | |
| Puna | |
Other (1) | Other (1) | | | | |
| Çöpler | |
| Çöpler | |
| Çöpler | Çöpler | | 500 | | | 744 | |
| Marigold | Marigold | | 37 | | | 22 | |
| Seabee | Seabee | | 15 | | | 41 | |
| Puna | Puna | | 4,095 | | | (750) | |
| Total | Total | $ | 301,026 | | | $ | 319,583 | |
(1)Other revenue includes changes in the fair value of concentrate trade receivables due to changes in silver and base metal prices; and silver and copper by-product revenue arising from the production and sale of gold doré.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
| | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| | 2023 | | 2022 |
| Gold doré sales | | | | | |
| Çöpler | $ | 207,002 | | | $ | 243,943 | |
| Marigold | | 215,900 | | | | 154,255 | |
| Seabee | | 62,127 | | | | 169,890 | |
| Concentrate sales | | | | | |
| Puna | | 117,559 | | | | 101,186 | |
Other (1) | | | | | |
| Çöpler | | 1,367 | | | | 2,207 | |
| Marigold | | 74 | | | | 63 | |
| Seabee | | 24 | | | | 77 | |
| Puna | | 11,587 | | | | 3,408 | |
| Total | $ | 615,640 | | | $ | 675,029 | |
(1) Other revenue includes changes in the fair value of concentrate trade receivables due to changes in silver and base metal prices; and silver and copper by-product revenue arising from the production and sale of gold doré.Revenue by metal
Revenue by metal type for the three and six months ended June 30months ended March 31 are as follows (in thousands):
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| 2024 | |
| 2024 | |
| 2024 | |
| Gold | |
| Gold | |
| Gold | Gold | $ | 245,168 | | | $ | 272,471 | | | $ | 485,029 | | | $ | 568,088 | |
| Silver | Silver | | 40,932 | | | 38,739 | | | | 90,047 | | | 72,703 | |
| Silver | |
| Silver | |
| Lead | |
| Lead | |
| Lead | Lead | | 9,255 | | | 6,170 | | | | 22,031 | | | 20,028 | |
| Zinc | Zinc | | 1,024 | | | 2,146 | | | | 5,481 | | | 8,455 | |
| Zinc | |
| Zinc | |
Other (1) | |
Other (1) | |
Other (1) | Other (1) | | 4,647 | | | 57 | | | 13,052 | | | 5,755 | |
| Total | Total | $ | 301,026 | | | $ | 319,583 | | | $ | 615,640 | | | $ | 675,029 | |
| Total | |
| Total | |
(1)Other revenue includes changes in the fair value of concentrate trade receivables due to fluctuations in silver and base metal prices; and silver and copper by-product revenue arising from the production and sale of gold doré.
Provisional metal sales
For the three months ended June 30,March 31, 2024 and 2023, and 2022, the change in the fair value of the Company's embedded derivatives relating to provisional concentrate metal sales was an increase (decrease) of $4.1 of $(2.5) million and $(3.0) million, respectively, and for the six months ended June 30, 2023 and 2022, was an increase of $11.6 million and $1.3 $7.5 million, respectively. The changes in fair value have been recorded in Revenue.
At June 30, 2023,March 31, 2024, the Company had silver sales of 3.484.5 million ounces at an average price of $24.04$23.57 per ounce, lead sales of 18.9221.81 million pounds at an average price of $0.95 per pound, and zinc sales of 3.152.5 million pounds at an average price of $1.09$1.22 per pound, subject to normal course final pricing over the next several months.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
6.INCOME AND MINING TAXES
The Company’s consolidated effective income tax rate was (113.6)%5.4% for the first sixthree months of 20232024 compared to 13.6%8.8% for the first sixthree months of 2022.2023. The primary drivers of the change in the effective rate were due to foreign currency fluctuations particularly with the devaluation of the Turkish Lira relative to the USD, as well asand a decline in year-to-date operating income compared to 2022. 2023.
The Company’s statutory tax rate for the period is 27.0%. The effective rate differs from the statutory rate primarily due to foreign currency fluctuations, particularly with the devaluation of the Turkish Lira relative to the USD, as well as the release of uncertain tax positions.
Unrecognized Tax Benefits
The Company records uncertain tax positions on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions meeting the “more-likely-than-not” recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, inclusive of interest and penalties, is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, |
| | 2023 | | 2022 |
| Balance as of January 1 | | $ | 8,574 | | | $ | — | |
| Increase associated with tax positions taken during the current year | | | — | | | | — | |
Increase (decrease) associated with tax positions taken during a prior year (1) | | | (6,594) | | | | — | |
| Settlements | | | — | | | | — | |
| Decrease associated with lapses in statutes of limitation | | | — | | | | — | |
Balance as of June 30 (1) | | $ | 1,980 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2024 | | 2023 |
| Balance as of January 1 | | $ | — | | | $ | 8,574 | |
| | | | | | |
Increase (decrease) associated with tax positions taken during a prior year (1) | | | — | | | | (6,594) | |
| | | | | | |
| | | | | | |
Balance as of March 31 (1) | | $ | — | | | $ | 1,980 | |
(1) Of the gross unrecognized tax benefits, $2.0 millionnil were recognized as current liabilities in Condensed Consolidated Balance Sheet as of June, 30, 2023.March 31, 2024.
As of June 30, 2023March 31, 2024 and December 31, 2022, $2.0 million and $8.6 million, respectively, represent the amount of2023, there were no unrecognized tax benefits, inclusive of interest and penalties that, if recognized, would impact the Company’s effective income tax rate. As of March 31, 2024 and December 31, 2023, there were no accrued income-tax-related interest and penalties.
On March 12, 2023, Türkiye enacted Tax Amnesty legislation, which allowed taxpayers to voluntarily pay tax on uncertain tax positions and waived assessed interest, penalties up to 50.0% of tax and risk of audit if paid in accordance with the process outlined in the legislation. As of June 30, 2023 anda result, during the year ended December 31, 2022, the total amount of accrued income-tax-related interest and penalties included in the Condensed Consolidated Balance Sheets were nil and $5.2 million. The Company believes it is reasonably possible that total amount of the unrecognized tax benefit of $2.0 million will be settled in the next 12 months. During the six months ended June 30, 2023, the Company released $6.6$7.2 million of tax, interest, and penalties in Income and mining tax benefit (expense) in the Condensed Consolidated Statements of Operations. On March 12, 2023, Türkiye enacted Tax Amnesty legislation, which allows taxpayers to voluntarily payOperations and paid $1.4 million in a cash tax on uncertain tax positions and waives assessed interest, penalties and up to 50.0% of tax and risk of audit if paidpayment in accordance with the process outlined inTax Amnesty agreement. As of March 31, 2024 and December 31, 2023, the legislation.Company no longer maintains a provision for uncertain tax positions as there are no positions that meet the criteria.
On December 20, 2023, Pillar Two minimum tax legislation was enacted in Luxembourg, a jurisdiction in which the Company operates. The legislation is effective for the Company’s financial year beginning January 1, 2024. Furthermore, Canada has Pillar Two legislation in draft form that, if enacted, would take retroactive effect from January 1, 2024. Pillar Two is a global corporate tax framework developed by the Organization for Economic Cooperation and Development (“OECD”) aimed at establishing a minimum tax floor of 15% on multinational corporate profits.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
7.OTHER OPERATING EXPENSE, NET
The following table includes the components of Other operating expense, net:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2024 | | 2023 | | | | |
| Contingencies related to the Çöpler Incident | $ | 15,310 | | | $ | — | | | | | | | |
| Other | | — | | | | (2) | | | | | | | |
| Total | $ | 15,310 | | | $ | (2) | | | | | | | |
8.OTHER INCOME (EXPENSE)
The following table includes the components of Other income (expense):
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| 2024 | |
| 2024 | |
| 2024 | |
| Interest income | Interest income | $ | 7,271 | | | $ | 2,234 | | | $ | 14,917 | | | $ | 3,799 | |
| Gain (loss) on investments and marketable securities sales | | 6,550 | | | 3,929 | | | 11,402 | | | 5,586 | |
| Interest income | |
| Interest income | |
| Gain (loss) on investments and on marketable security sales | |
| Gain (loss) on investments and on marketable security sales | |
| Gain (loss) on investments and on marketable security sales | |
| Change in fair value of marketable securities | |
| Change in fair value of marketable securities | |
| Change in fair value of marketable securities | Change in fair value of marketable securities | | (746) | | | (2,876) | | | 1,120 | | | (3,799) | |
| Gain (loss) on sale of mineral properties, plant, and equipment | Gain (loss) on sale of mineral properties, plant, and equipment | | (810) | | | (757) | | | (1,050) | | | (1,341) | |
| Gain (loss) on sale of mineral properties, plant, and equipment | |
| Gain (loss) on sale of mineral properties, plant, and equipment | |
| | Other | |
| | Other | |
| | Other | Other | | 104 | | | (4,925) | | | (968) | | | (7,007) | |
| Total | Total | $ | 12,369 | | | $ | (2,395) | | | $ | 25,421 | | | $ | (2,762) | |
| Total | |
| Total | |
8.9.INCOME (LOSS) PER SHARE
The Company calculates basic net income (loss) per share using, as the denominator, the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share uses, as its denominator, the weighted average number of common shares outstanding during the period plus the effect of potential dilutive shares during the period.
Potential dilutive common shares include stock options, Restricted Share Units (“RSUs”), and convertible notes for periods in which the Company has reported net income (loss).
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The calculations of basic and diluted net income (loss) per share attributable to SSR Mining shareholders of the Company for the three and six months ended June 30,months ended March 31, 2024 and 2023 and 2022 are based on the following (in thousands):
| | Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| 2024 | |
| 2024 | |
| 2024 | |
| Net income (loss) | |
| Net income (loss) | |
| Net income (loss) | |
| Net (income) loss attributable to non-controlling interest | |
| Net (income) loss attributable to non-controlling interest | |
| Net (income) loss attributable to non-controlling interest | |
| Net income (loss) attributable to SSR Mining shareholders | |
| Net income (loss) attributable to SSR Mining shareholders | |
| Net income (loss) attributable to SSR Mining shareholders | |
| Interest saving on 2019 Notes, net of tax | |
| Interest saving on 2019 Notes, net of tax | |
| Interest saving on 2019 Notes, net of tax | |
| Net income (loss) used in the calculation of diluted net income per share | |
| Net income (loss) used in the calculation of diluted net income per share | |
| Net income (loss) used in the calculation of diluted net income per share | |
| | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| Net income (loss) | $ | 122,376 | | | $ | 67,519 | | | $ | 151,380 | | | $ | 143,625 | |
| Net (income) loss attributable to non-controlling interest | | (47,510) | | | (9,031) | | | (46,701) | | | (17,574) | |
| Net income (loss) attributable to SSR Mining shareholders | | 74,866 | | | | 58,488 | | | | 104,679 | | | | 126,051 | |
| Interest saving on 2019 Notes, net of tax | | 1,236 | | | 1,230 | | | 2,456 | | | 2,446 | |
| Net income (loss) used in the calculation of diluted net income per share | $ | 76,102 | | | $ | 59,718 | | | $ | 107,135 | | | $ | 128,497 | |
| Weighted average number of common shares issued | |
| Weighted average number of common shares issued | |
| Weighted average number of common shares issued | |
| Adjustments for dilutive instruments: | |
| Adjustments for dilutive instruments: | |
| Adjustments for dilutive instruments: | |
| | | | | | | | | |
| Weighted average number of common shares outstanding | | 204,680 | | | 212,600 | | | 205,723 | | | 212,512 | |
| Adjustments for dilutive instruments: | |
| Stock options | | — | | | 7 | | | — | | | 6 | |
| Restricted share units | |
| | Restricted share units | |
| | Restricted share units | Restricted share units | | 16 | | | 110 | | | 13 | | | 91 | |
| 2019 Notes | 2019 Notes | | 12,624 | | | 12,367 | | | 12,611 | | | 12,353 | |
| 2019 Notes | |
| 2019 Notes | |
| Diluted weighted average number of shares outstanding | |
| Diluted weighted average number of shares outstanding | |
| Diluted weighted average number of shares outstanding | Diluted weighted average number of shares outstanding | $ | 217,320 | | | $ | 225,084 | | | $ | 218,347 | | | $ | 224,962 | |
| | | | | | | | | |
| | |
| | |
| Net income (loss) per share attributable to SSR Mining shareholders | |
| Net income (loss) per share attributable to SSR Mining shareholders | |
| Net income (loss) per share attributable to SSR Mining shareholders | Net income (loss) per share attributable to SSR Mining shareholders | |
| Basic | Basic | $ | 0.37 | | | $ | 0.28 | | | $ | 0.51 | | | $ | 0.59 | |
| Basic | |
| Basic | |
| Diluted | Diluted | $ | 0.35 | | | $ | 0.27 | | | $ | 0.49 | | | $ | 0.57 | |
| Diluted | |
| Diluted | |
9.10.FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS
Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 - Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth the Company’s assets and liabilities measured at fair value on a recurring (at least annually) and nonrecurring basis by level within the fair value hierarchy (in thousands):
| | Fair value at June 30, 2023 | |
| Level 1 (1) | | Level 2 (2) | | Level 3 (3) | | Total | |
| Fair value at March 31, 2024 | |
| Fair value at March 31, 2024 | |
| Fair value at March 31, 2024 | |
| Level 1 (1) | |
| Level 1 (1) | |
| Level 1 (1) | |
| Assets: | |
| Assets: | |
| Assets: | Assets: | | | | | | | | |
| Cash | Cash | $ | 379,243 | | | $ | — | | | $ | — | | | $ | 379,243 | | |
| Cash | |
| Cash | |
| Restricted cash | |
| Restricted cash | |
| Restricted cash | Restricted cash | | 33,560 | | | — | | | — | | | 33,560 | | |
| Marketable securities | Marketable securities | | 38,765 | | | — | | | — | | | 38,765 | | |
| Marketable securities | |
| Marketable securities | |
| Trade receivables from provisional sales, net | Trade receivables from provisional sales, net | | — | | | 53,766 | | | — | | | 53,766 | | |
| Trade receivables from provisional sales, net | |
| Trade receivables from provisional sales, net | |
| | Deferred consideration | Deferred consideration | | — | | | — | | | 22,344 | | | 22,344 | | |
| | $ | 451,568 | | | $ | 53,766 | | | $ | 22,344 | | | $ | 527,678 | | |
| Deferred consideration | |
| | Deferred consideration | |
| $ | |
| $ | |
| $ | |
| | Liabilities: | Liabilities: | | |
| | Derivative liabilities | | — | | | 356 | | | — | | | 356 | | |
| Liabilities: | |
| Contingent consideration (4) | | — | | | — | | | 28,600 | | | 28,600 | | |
| Liabilities: | |
| Contingent consideration | |
| Contingent consideration | |
| Contingent consideration | |
Option liability - EMX shares (3) | |
Option liability - EMX shares (3) | |
Option liability - EMX shares (3) | |
| $ | |
| $ | |
| $ | |
| | $ | — | | | $ | 356 | | | $ | 28,600 | | | $ | 28,956 | | |
|
| | Fair value at December 31, 2022 |
| Level 1 (1) | | Level 2 (2) | | Level 3 (3) | | Total |
| Fair value at December 31, 2023 | | | Fair value at December 31, 2023 |
| Level 1 (1) | | | Level 1 (1) | | Level 2 (2) | | Level 3 | | Total |
| Assets: | Assets: | | | | | | | |
| Cash | |
| Cash | |
| Cash | Cash | $ | 655,453 | | | $ | — | | | $ | — | | | $ | 655,453 | |
| Restricted cash | Restricted cash | | 33,653 | | | — | | | — | | | 33,653 | |
| Marketable securities | Marketable securities | | 44,841 | | | — | | | — | | | 44,841 | |
| Trade receivables from provisional sales, net | Trade receivables from provisional sales, net | | — | | | 49,897 | | | — | | | 49,897 | |
| Deferred consideration | Deferred consideration | | — | | | — | | | 24,369 | | | 24,369 | |
| $ | |
| Liabilities: | |
| Contingent consideration | |
| Contingent consideration | |
| Contingent consideration | |
Option liability - EMX shares (3) | |
| $ | |
| | $ | 733,947 | | | $ | 49,897 | | | $ | 24,369 | | | $ | 808,213 | |
(1)Marketable securities of publicly quoted companies, consisting of investments, are valued using a market approach based upon unadjusted quoted prices in an active market obtained from securities exchanges.
(2)At times, the Company manages a portion of its exposure to fluctuation in diesel prices and foreign currency exchange rates through hedges. In periods when the Company has open hedge positions, the derivative asset and liabilities are valued using pricing models with inputs derived from observable market data, including quoted prices in active markets. The Company’s provisional metal sales contracts, included in Trade and other receivablesreceivables in the Consolidated Balance Sheets, are valued using inputs derived from observable market data, including quoted commodity forward prices. The inputs do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.
(3)Certain itemsThe fair value of deferredthe option liability, which represents the option of the holder to acquire an EMX common share from SSR, was determined using the Black-Scholes model. The inputs to the Black-Scholes model included the EMX stock price of CAD $2.34 per share, exercise price of CAD $2.27 per unit, one-year maturity, one-year risk-free rate of 5.0%, and annualized volatility of 34.9%.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Deferred and contingent consideration are included in Level 3 as certain assumptions used in the calculation of the fair value are not based on observable market data.
(4)The contingent consideration related to the Transaction are included in Level 3, as certain assumptions used in the calculation of the fair value are not based on observable market data. The fair value of the contingent consideration tied to completion of operational milestones was determined using a discounted cash flow model. The significant assumptions include estimates of timing of completion of milestones and a discount rate of 6.0%. The fair value of the contingent consideration tied to delineation of new reserves was determined using a probability-weighted discounted cash flow model. The significant assumptions include estimates of timing of delineation of new reserves, a 10.0% probability of delineation of new reserves and a discount rate of 6.0%.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table reconciles the beginning and ending balances for financial instruments that are recognized at fair value using significant unobservable inputs (Level 3) in the consolidated financial statements (in thousands):
| | Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| 2024 | |
| 2024 | |
| 2024 | |
| Deferred consideration assets: | |
| Deferred consideration assets: | |
| Deferred consideration assets: | |
| Balance as of January 1 | |
| Balance as of January 1 | |
| Balance as of January 1 | |
| Revaluations | |
| Revaluations | |
| Revaluations | |
| | | Six Months Ended June 30, | |
| Balance as of March 31 | |
| | 2023 | | 2022 | |
| Deferred consideration assets: | | | | |
| Balance as of January 1 | $ | 24,369 | | | $ | 22,610 | | |
| Revaluations | | (1,551) | | | 853 | | |
| Receipt of deferred consideration | | (474) | | | — | | |
| | Balance as of June 30 | $ | 22,344 | | | $ | 23,463 | | |
| Balance as of March 31 | |
| | Balance as of March 31 | |
| | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | |
| 2023 | | 2022 | |
| Deferred consideration liabilities: | | | | | |
| Balance as of January 1 | $ | — | | | $ | — | | |
| | | | | | |
| Assumption of deferred consideration | | 28,600 | | | | — | | |
| | | | | | |
| | | | | | |
| Balance as of June 30 | $ | 28,600 | | | $ | — | | |
| | | | | | |
| | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2024 | | 2023 | |
| Contingent consideration liabilities: | | | | | |
| Balance as of January 1 | $ | 29,648 | | | $ | — | | |
| | | | | | |
| Revaluations | | (662) | | | | — | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Balance as of March 31 | $ | 28,986 | | | $ | — | | |
| | | | | | |
Fair values of financial assets and liabilities not already measured at fair value
The fair value of the 2019 Notes and Term Loan as compared to the carrying amounts were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | June 30, 2023 | | December 31, 2022 |
| Level | | Carrying amount | | Fair value | | Carrying amount | | Fair value |
2019 Notes (1) | 1 | | $ | 227,000 | | | $ | 245,824 | | | $ | 226,510 | | | $ | 257,025 | |
Term Loan (2) | 2 | | | 35,000 | | | | 35,412 | | | | 70,000 | | | | 71,419 | |
| Total borrowings | | | $ | 262,000 | | | $ | 281,236 | | | $ | 296,510 | | | $ | 328,444 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | March 31, 2024 | | December 31, 2023 |
| Level | | Carrying amount | | Fair value | | Carrying amount | | Fair value |
2019 Notes (1) | 1 | | $ | 227,777 | | | $ | 205,275 | | | $ | 227,516 | | | $ | 216,545 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
(1)The fair value disclosed for the Company's 2019 Notes is included in Level 1 as the basis of valuation uses a quoted price in an active market.
(2)The fair value disclosed for the Company's Term Loan is included in Level 2 as the fair value is determined by an independent third-party pricing source.
10.11.TRADE AND OTHER RECEIVABLES
Trade and other receivables was composed of the following (in thousands):
| | June 30, 2023 | | December 31, 2022 |
| March 31, 2024 | | | March 31, 2024 | | December 31, 2023 |
| Trade receivables | Trade receivables | $ | 64,398 | | | $ | 62,563 | |
| Value added tax receivables | Value added tax receivables | | 35,429 | | | | 30,893 | |
| Income tax receivable | Income tax receivable | | 17,082 | | | | 14,316 | |
| Other taxes receivable | Other taxes receivable | | 4,998 | | | | 6,750 | |
| Other | Other | | 3,300 | | | | 3,153 | |
| Total | Total | $ | 125,207 | | | $ | 117,675 | |
No provision for credit loss was recognized as of June 30, 2023March 31, 2024 or December 31, 2022.2023. All trade receivables are expected to be settled within twelve months.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
11.12.INVENTORIES
The components of Inventories for the periods ended June 30, 2023March 31, 2024 and December 31, 20222023 are as follows (in thousands):
| | June 30, 2023 | | December 31, 2022 |
| March 31, 2024 | | | March 31, 2024 | | December 31, 2023 |
| Materials and supplies | Materials and supplies | $ | 123,421 | | | $ | 103,380 | |
| Stockpiled ore | Stockpiled ore | | 63,639 | | | 54,504 | |
| Leach pad inventory | Leach pad inventory | | 333,883 | | | 300,715 | |
| Work-in-process | Work-in-process | | 9,067 | | | 7,549 | |
| Finished goods | Finished goods | | 31,485 | | | 35,459 | |
| Total current inventories | Total current inventories | | 561,495 | | | | 501,607 | |
| | Stockpiled ore | Stockpiled ore | | 213,455 | | | 217,154 | |
| Stockpiled ore | |
| Stockpiled ore | |
| Materials and supplies | Materials and supplies | | 2,185 | | | 1,845 | |
| Total non-current inventories | Total non-current inventories | $ | 215,640 | | | $ | 218,999 | |
No write-down of inventory was recognized duringDuring the three months ended June 30, 2023.March 31, 2024, following the Çöpler Incident, the Company recognized an impairment of leach pad inventory at Çöpler of $76.0 million classified as a component of Impairment charges. See Note 3 for further information relating to the impairment of inventories.
During the sixthree months ended June 30, 2023.March 31, 2023, the Company recognized write-downs of leach pad inventory at Çöpler of $2.0 million, with $1.3 million classified as a component of Cost of sales and $0.7 million classified as a component of Depreciation, depletion and amortization. No write-downin the Consolidated Statements of inventory was recognized during the year ended December 31, 2022.
12.13.MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET
The components of Mineral properties, plant and equipment, net are as follows (in thousands):
| | June 30, 2023 | | December 31, 2022 |
| March 31, 2024 | | | March 31, 2024 | | December 31, 2023 |
Plant and equipment (1) | Plant and equipment (1) | $ | 1,845,326 | | | $ | 1,793,914 | |
| Construction in process | Construction in process | | 95,394 | | | 58,704 | |
| Mineral properties subject to depletion | Mineral properties subject to depletion |
| 1,467,028 | | | 1,452,850 | |
| Mineral properties not yet subject to depletion | Mineral properties not yet subject to depletion | | 1,536,367 | | | 848,281 | |
| Exploration and evaluation assets | Exploration and evaluation assets |
| 517,993 | | | 515,070 | |
| Total mineral properties, plant, and equipment | Total mineral properties, plant, and equipment | | 5,462,108 | | | | 4,668,819 | |
| Accumulated depreciation, plant and equipment | Accumulated depreciation, plant and equipment |
| (664,452) | | | | (621,323) | |
| Accumulated depletion, mineral properties | Accumulated depletion, mineral properties | | (548,215) | | | (498,050) | |
| Mineral properties, plant, and equipment, net | Mineral properties, plant, and equipment, net | $ | 4,249,441 | | | $ | 3,549,446 | |
(1)As of June 30, 2023March 31, 2024 and December 31, 2022,2023, plant and equipment includes finance lease right-of-use assets with a carrying amount of $99.0$83.5 million and $101.7$84.7 million, respectively.
During the three months ended March 31, 2024, the Company concluded that certain mineral properties, plant and equipment at Çöpler was impaired and recorded a non-cash impairment. See Note 3 for further details relating to impairment of mineral properties, plant and equipment. No impairment was recognized for the three and six months ended June 30, 2023 and 2022.March 31, 2023.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
13.14.ACCRUED LIABILITIES AND OTHER
Accrued liabilities and other are comprised of the following items (in thousands):
| | | | | | | | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
| Accrued liabilities | $ | 64,907 | | | $ | 68,254 | |
| Royalties payable | | 13,529 | | | | 16,012 | |
| Stock-based compensation liabilities | | 10,606 | | | | 10,493 | |
| | | | | |
| Income taxes payable | | 8,931 | | | | 16,374 | |
| Lease liabilities | | 2,329 | | | | 1,976 | |
| Reclamation liabilities | | 5,829 | | | | 10,075 | |
| Other | | 1,826 | | | | 1,470 | |
| Total accrued liabilities and other | $ | 107,957 | | | $ | 124,654 | |
| | | | | | | | | | | | | | | | | |
| March 31, 2024 | | December 31, 2023 |
| Accrued liabilities | $ | 84,895 | | | $ | 66,478 | |
| Royalties payable | | 21,751 | | | | 28,550 | |
| Stock-based compensation liabilities | | 3,373 | | | | 9,048 | |
| | | | | |
| Income taxes payable | | 14,786 | | | | 16,392 | |
| Lease liabilities | | 1,566 | | | | 1,545 | |
| | | | | |
| Other | | 4,445 | | | | 2,626 | |
| Total accrued liabilities and other | $ | 130,816 | | | $ | 124,639 | |
14.15.DEBT
The following tables summarize the Company’s debt balances (in thousands):
| | March 31, 2024 | |
| March 31, 2024 | |
| March 31, 2024 | | | December 31, 2023 |
2019 Notes (1) | |
| | | June 30, 2023 | | December 31, 2022 |
2019 Notes (1) | $ | 227,000 | | | | $ | 226,510 | |
| Term Loan | | 35,000 | | | | | 70,000 | |
| Other | |
| | Other | |
| | Other | Other | | 508 | | | | | 1,797 | |
| Total carrying amount | Total carrying amount | $ | 262,508 | | | | $ | 298,307 | |
| | | | | | | | |
| Current Portion | Current Portion | $ | 35,508 | | | | $ | 71,797 | |
| Current Portion | |
| Current Portion | |
| Non-Current Portion | Non-Current Portion | $ | 227,000 | | | | $ | 226,510 | |
(1)Amount is net of discount and debt issuance costs of $3.0$2.2 million and $3.5$2.5 million, respectively.
Convertible Debt
2019 Notes
On March 19, 2019, the Company issued $230.0 million of 2.50% convertible senior notes due in 2039 (the “2019 Notes”) for net proceeds of $222.9 million after payment of commissions and expenses related to the offering of $7.1 million. The 2019 Notes mature on April 1, 2039 and bear an interest rate of 2.50% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. The 2019 Notes are convertible into the Company's common shares at a fixed conversion rate, subject to certain anti-dilution adjustments. In addition, if certain fundamental changes occur, holders of the 2019 Notes may be entitled to an increased conversion rate.
As a result of ongoing dividends paid in 2023 and in accordance with the 2019 Notes Agreement, during the fourth quarter of 20222023 the conversion rate was adjusted to 55.675056.7931 common shares per $1,000 principal amount of the 2019 Notes converted.
Prior to April 1, 2026, the Company may redeem all or part of the 2019 Notes for cash, but only if the last reported sales price of its common shares for 20 or more trading days in a period of 30 consecutive trading days exceeds 130% of the conversion price in effect on each such trading day. On or after April 1, 2026, the Company may redeem the 2019 Notes in full or in part, for cash.
Holders of the 2019 Notes have the right to require the Company to repurchase all or part of their 2019 Notes on April 1 of each of 2026, 2029 and 2034, or upon certain fundamental corporate changes. The repurchase price will be equal to par plus accrued and unpaid interest.
The Company does not have any financial covenants in relation to the 2019 Notes, however it does contain a cross default provision with the Second Amended Credit Agreement.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company does not have any financial covenants in relation to the 2019 Notes.
Term Loan
On September 16, 2020, in connection with the acquisition of the Çöpler mine, the Company assumed a term loan (the "Term Loan"), with a fair value of $245.0 million as of the date of acquisition, with a syndicate of lenders (BNP Paribas (Suisse) SA, ING Bank NV, Societe Generale Corporate & Investment Banking and UniCredit S.P.A.). The Term Loan bears interest at the London Inter-bank Offered Rate ("LIBOR") plus a fixed interest rate margin in the range of 3.50% to 3.70% depending on the tranche. The Term Loan has no mandatory hedging or cash sweep requirements, no prepayment penalties, and final repayment is scheduled in the fourth quarter of 2023.
Restricted cash accounts must be maintained while the Term Loan is outstanding. As of June 30, 2023 and December 31, 2022, $33.6 million and $33.7 million of restricted cash relates to the Term Loan, respectively. Restricted cash is classified as a current asset in the Condensed Consolidated Balance Sheets.
The Company is in compliance with all financial covenants in relation to the Term Loan.
Amended Credit Agreement
On June 7, 2021,August 15, 2023, the Company amended its existing Credit Agreemententered into a further amendment to extend the maturity to June 8, 2025 and increase the Credit Agreement to $200.0 million with a $100.0 million accordion feature (the "Amended Credit Agreement"). Amounts drawn under the Amended Credit Agreement are subject(the “Second Amended Credit Agreement”) with the Bank of Nova Scotia, as administrative agent, and along with Canadian Imperial Bank of Commerce, as co-lead arrangers and joint bookrunners, the lenders party thereto and certain subsidiary guarantors named therein. The amendment, among other things, (i) extends the maturity to variable interest rates atAugust 15, 2027, (ii) increases the credit agreement to $400.0 million with an additional accordion feature of $100.0 million and (iii) modifies the reference rate from LIBOR to an adjusted SOFR plus an applicable margin ranging from 2% to 3%,varying based on the Company's netCompany’s consolidated leverage ratio. ratio and amounts drawn on the credit facility ranging from 2.00% to 2.75%. The adjusted SOFR includes a credit spread adjustment of 0.10% for all interest periods
As of June 30, 2023,March 31, 2024, the Company was in compliance with its covenants. As of June 30, 2023,March 31, 2024, no borrowings were outstanding on the Second Amended Credit Agreement, $199.1$399.1 million of borrowing capacity was available and outstanding letters of credit totaled $0.9 million.
The Company is in compliance with all financial covenants in relation to the Amended Credit Agreement.
15.16.EQUITY
Repurchase of common shares
On June 16, 2023, the Company received approval of its Normal Course Issuer Bid ("2023 NCIB") to purchase for cancellation up to 10.2 million of its common shares through the facilities of the TSX, Nasdaq or other Canadian and U.S. marketplaces over a twelve month period beginning June 20, 2023 and ending June 19, 2024.On November 27, 2023, in connection with the 2023 NCIB, the Company entered into an automatic share purchase plan with its broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to regulatory restrictions and customary self-imposed blackout periods. Following the Çöpler Incident, the Company terminated the automatic share purchase plan effective March 1, 2024.
On June 19, 2023, the Normal Course Issuer Bid established as of June 20, 2022 (the “2022 NCIB”), expired. Under the 2022 NCIB, the Company was authorized to purchase for cancellation up to 10.6 million of its common shares through the facilities of the TSX, Nasdaq or other Canadian and U.S. marketplaces over a twelve month period.
During the three and six months ended June 30, 2023,March 31, 2024, and prior to the Çöpler Incident, the Company purchased 2,678,822 and 3,026,9931,117,100 of its outstanding common shares at an average share price of $14.97 and $14.97$8.79 per share respectively, for total consideration of $40.1$9.8 million. All shares were cancelled upon purchase. The difference of $6.6 million reflects the difference between the total amount paid and $45.3the amount deducted from common shares of $16.4 million was recorded as an increase to retained earnings. The amount deducted from common shares was determined based on the average paid in capital per common share outstanding prior to the repurchase date.
During the three months ended March 31, 2023, the Company purchased 348,171 of its outstanding common shares at an average share price of $14.92 per share for total consideration of $5.2 million. All shares were cancelled upon purchase. During the three and six months ended March 31, 2023, the difference of $0.8 million and $0.9$0.1 million between the total amount paid and the amount deducted from common shares of $39.3 million and $44.4$5.1 million was recorded as a direct charge to retained earnings. The amount deducted from common shares was determined based on the average paid in capital per common share outstanding prior to the repurchase date.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
16.17.SUPPLEMENTAL CASH FLOW INFORMATION
Net change in operating assets and liabilities during the sixthree months ended June 30,March 31, 20232024 and 20222023 were as follows (in thousands):
| | Six Months Ended June 30, |
| Three Months Ended March 31, | | | Three Months Ended March 31, |
| | | 2023 | | 2022 | | 2024 | | 2023 |
| Decrease (increase) in operating assets: | Decrease (increase) in operating assets: | | | | |
| Trade and other receivables | |
| Trade and other receivables | |
| Trade and other receivables | Trade and other receivables | $ | (9,532) | | | $ | (5,515) | $ | 37,794 | | | $ | | $ | (45,705) |
| Inventories | Inventories | | (56,371) | | | (56,843) | |
| Other operating assets | Other operating assets | | (911) | | | 7,193 | |
| Increase (decrease) in operating liabilities: | Increase (decrease) in operating liabilities: | |
| Accounts payable | Accounts payable | | (22,700) | | | 7,101 | |
| Accounts payable | |
| Accounts payable | |
| Accrued liabilities | Accrued liabilities | | (17,488) | | | (66,056) | |
| Reclamation liabilities | | (791) | | | 62 | |
| Reclamation and remediation liabilities | |
| Other operating liabilities | Other operating liabilities | | (4,031) | | | (27,286) | |
| $ | (111,824) | | | $ | (141,344) | |
| $ | |
Other cash information during the sixthree months ended June 30,March 31, 20232024 and 20222023 were as follows (in thousands):
| | Six Months Ended June 30, |
| Three Months Ended March 31, | | | Three Months Ended March 31, |
| | | 2023 | | 2022 | | 2024 | | 2023 |
| Interest paid | Interest paid | $ | (9,260) | | | $ | (5,897) | |
| Interest received | Interest received | $ | 9,475 | | $ | 3,799 | Interest received | $ | 4,913 | | $ | 3,205 |
| Income taxes paid | Income taxes paid | $ | (21,643) | | | $ | (110,423) | |
|
17.18.COMMITMENTS AND CONTINGENCIES
General
Estimated losses from loss contingencies are accrued by a charge to income when information is available prior to the issuance of the financial statements that indicates it is probable that a liability could be incurred, and the amount of the loss can by reasonably estimated. Legal expenses associated with the loss contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.
Environmental matters
The Company uses surety bonds to support certain environmental bonding obligations. As of June 30, 2023March 31, 2024 and December 31, 2022,2023, the Company had surety bonds totaling $117.5$142.0 million and $117.4$142.7 million outstanding, respectively.
Other Commitments and Contingencies
TheAs of March 31, 2024, the Company is involved in legal proceedingshas recorded $15.3 million of contingencies related to itsthe Çöpler Incident in Other operating expenses, net in the Condensed Consolidated Statements of Operations and Accrued liabilities and other in the Condensed Consolidated Balance Sheets.
Following the Çöpler Incident, the Company has been named as a defendant in six securities class actions and is subject to various risks and contingencies arising in the normal course of business. Management does not believe that these legal cases will have a material effectBased on the Company’s financial condition or results ofinformation currently available to the operations.Company, no liability has been recorded for these lawsuits because the Company believes that any such liability is not probable and reasonably estimable at this time. See Note 3 for further details.
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
18.SUBSEQUENT EVENTS
Term Loan amendment
On July 26, 2023, the Company entered into an amendment to the Term Loan. The amendment amends the Term Loan to replace LIBOR-based benchmark rates with secured overnight financing rate ("SOFR")-based benchmark rates. After giving effect to this amendment, borrowings under the Term Loan will generally bear interest at adjusted term SOFR plus an applicable interest rate margin ranging from 3.5% to 3.7% depending on the tranche. Adjusted term SOFR for the Term Loan is the SOFR benchmark plus a credit spread adjustment ranging from approximately 0.0064% to 0.71513% depending on the applicable interest period selected.
Türkiye income tax rate change
On July 15, 2023, the Republic of Türkiye enacted an increase in the corporate income tax rate. The corporate income tax rate of 20% increased to 25% for 2023 and subsequent years. The increase is effective on July 15, 2023 with retroactive application to January 1, 2023. The tax rate change will affect the Company’s current and deferred income taxes and will be recorded subsequent to June 30, 2023 when the increase was enacted.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of SSR Mining Inc. and its subsidiaries (collectively, the “Company”). The Company uses certain non-GAAP financial measures in this MD&A; for a description of each of these measures, please see the discussion under "Non-GAAP Financial Measures" in Part I, Item 2, Management’s Discussion and Analysis herein.
This item should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto included in this quarterly report. Additionally, the following discussion and analysis should be read in conjunction with the Consolidated Financial Statements, the related Management’s Discussion and Analysis of Financial Condition and Results of Operations and the discussion of Business Properties included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20222023 filed with the Securities and Exchange Commission (“SEC”) on February 22, 2023, as amended with 27, 2024 (“Form 10-K/A filed on March 17, 2023, solely to correct a typographical error related to the date of the audit opinion (together, “Form 10-K”).
Business Overview
SSR Mining Inc. and its subsidiaries (collectively, “SSR Mining,” or “Company”) is a precious metals mining company with four producing assetsproperties located in the United States, Türkiye, Canada and Argentina. The Company is primarily engaged in the operation, acquisition, exploration and development of precious metal resource properties located in Türkiye and the Americas. The Company produces gold doré as well as copper, silver, lead and zinc concentrates. The Company’s diversified asset portfolio is comprised of high-margin, long-life assets located in some of the world's most prolific metal districts.
Refer to the “Second“Çöpler Incident and First Quarter Highlights”2024 Summary”, “Consolidation Results of Operations”, “Results of Operations”, “Liquidity and Capital Resources” and “Non-GAAP Financial Measures” for quarterly information for the sixthree months ended June 30, 2023.
Consolidated Results of Operations
A summary of the Company's consolidated financial and operating results for the three and six months ended June 30,months ended March 31, 2024 and 2023 and 2022 are presented below (in thousands):
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | Change (%) | | 2023 | | 2022 | | Change (%) |
| | Three Months Ended March 31, | |
| | Three Months Ended March 31, | |
| | Three Months Ended March 31, | |
| | 2024 | |
| | 2024 | |
| | 2024 | |
| Financial Results | |
| Financial Results | |
| Financial Results | Financial Results | | | | | | | | | | | | |
| Revenue | Revenue | | $ | 301,026 | | | $ | 319,583 | | | (5.8) | % | | $ | 615,640 | | | $ | 675,029 | | | (8.8) | % |
| Revenue | |
| Revenue | |
Cost of sales (1) | Cost of sales (1) | | $ | 170,640 | | | $ | 164,928 | | | 3.5 | % | | $ | 369,937 | | | $ | 318,448 | | | 16.2 | % |
Cost of sales (1) | |
Cost of sales (1) | |
| Depreciation, depletion, and amortization | |
| Depreciation, depletion, and amortization | |
| Depreciation, depletion, and amortization | |
| Reclamation and remediation costs | |
| Reclamation and remediation costs | |
| Reclamation and remediation costs | |
| Impairment charges | |
| Impairment charges | |
| Impairment charges | |
| Operating income | |
| Operating income | |
| Operating income | Operating income | | $ | 52,929 | | | $ | 70,095 | | | (24.5) | % | | $ | 89,914 | | | $ | 185,965 | | | (51.7) | % |
| Net income (loss) | Net income (loss) | | $ | 122,376 | | | $ | 67,519 | | | 81.2 | % | | $ | 151,380 | | | $ | 143,625 | | | 5.4 | % |
| Net income (loss) | |
| Net income (loss) | |
| Net income (loss) attributable to SSR Mining shareholders | |
| Net income (loss) attributable to SSR Mining shareholders | |
| Net income (loss) attributable to SSR Mining shareholders | Net income (loss) attributable to SSR Mining shareholders | | $ | 74,866 | | | $ | 58,488 | | | 28.0 | % | | $ | 104,679 | | | $ | 126,051 | | | (17.0) | % |
| Basic net income (loss) per share attributable to SSR Mining shareholders | Basic net income (loss) per share attributable to SSR Mining shareholders | | $ | 0.37 | | | $ | 0.28 | | | 32.1 | % | | $ | 0.51 | | | $ | 0.59 | | | (13.6) | % |
| Basic net income (loss) per share attributable to SSR Mining shareholders | |
| Basic net income (loss) per share attributable to SSR Mining shareholders | |
Adjusted attributable net income (loss) (2) | |
Adjusted attributable net income (loss) (2) | |
Adjusted attributable net income (loss) (2) | Adjusted attributable net income (loss) (2) | | $ | 75,103 | | | $ | 66,800 | | | 12.4 | % | | $ | 96,376 | | | $ | 132,742 | | | (27.4) | % |
Adjusted basic attributable net income (loss) per share (2) | Adjusted basic attributable net income (loss) per share (2) | | $ | 0.37 | | | $ | 0.31 | | | 19.4 | % | | $ | 0.47 | | | $ | 0.62 | | | (24.2) | % |
Adjusted basic attributable net income (loss) per share (2) | |
Adjusted basic attributable net income (loss) per share (2) | |
Adjusted diluted attributable net income (loss) per share (2) | |
Adjusted diluted attributable net income (loss) per share (2) | |
Adjusted diluted attributable net income (loss) per share (2) | Adjusted diluted attributable net income (loss) per share (2) | | $ | 0.35 | | | $ | 0.30 | | | 16.7 | % | | $ | 0.45 | | | $ | 0.60 | | | (25.0) | % |
| | Operating Results | Operating Results | |
| | Operating Results | |
| | Operating Results | |
| Gold produced (oz) | |
| Gold produced (oz) | |
| Gold produced (oz) | Gold produced (oz) | | 128,902 | | | 135,500 | | | (4.9) | % | | 251,723 | | | 292,510 | | | (13.9) | % |
| Gold sold (oz) | Gold sold (oz) | | 124,916 | | | 146,329 | | | (14.6) | % | | 251,027 | | | 303,508 | | | (17.3) | % |
| Gold sold (oz) | |
| Gold sold (oz) | |
| Silver produced ('000 oz) | |
| Silver produced ('000 oz) | |
| Silver produced ('000 oz) | Silver produced ('000 oz) | | 2,269 | | | 1,967 | | | 15.4 | % | | 4,284 | | | 3,270 | | | 31.0 | % |
| Silver sold ('000 oz) | Silver sold ('000 oz) | | 1,857 | | | 1,771 | | | 4.9 | % | | 4,238 | | | 3,532 | | | 20.0 | % |
| Silver sold ('000 oz) | |
| Silver sold ('000 oz) | |
Lead produced ('000 lb) (3) | |
Lead produced ('000 lb) (3) | |
Lead produced ('000 lb) (3) | Lead produced ('000 lb) (3) | | 10,193 | | | 8,889 | | | 14.7 | % | | 21,554 | | | 16,192 | | | 33.1 | % |
Lead sold ('000 lb) (3) | Lead sold ('000 lb) (3) | | 9,805 | | | 8,874 | | | 10.5 | % | | 23,175 | | | 19,087 | | | 21.4 | % |
Lead sold ('000 lb) (3) | |
Lead sold ('000 lb) (3) | |
Zinc produced ('000 lb) (3) | Zinc produced ('000 lb) (3) | | 1,748 | | | 1,507 | | | 16.0 | % | | 4,227 | | | 3,350 | | | 26.2 | % |
Zinc produced ('000 lb) (3) | |
Zinc produced ('000 lb) (3) | |
Zinc sold ('000 lb) (3) | |
Zinc sold ('000 lb) (3) | |
Zinc sold ('000 lb) (3) | Zinc sold ('000 lb) (3) | | 1,033 | | | 1,367 | | | (24.4) | % | | 4,720 | | | 4,495 | | | 5.0 | % |
| Gold equivalent produced (oz) (4) | Gold equivalent produced (oz) (4) | | 156,625 | | | 159,262 | | | (1.7) | % | | 303,518 | | | 333,201 | | | (8.9) | % |
| Gold equivalent produced (oz) (4) | |
| Gold equivalent produced (oz) (4) | |
Gold equivalent sold (oz) (4) | |
Gold equivalent sold (oz) (4) | |
Gold equivalent sold (oz) (4) | Gold equivalent sold (oz) (4) | | 147,705 | | | 167,201 | | | (11.7) | % | | 302,262 | | | 346,893 | | | (12.9) | % |
| | Average realized gold price ($/oz sold) | Average realized gold price ($/oz sold) | | $ | 1,963 | | | $ | 1,861 | | | 5.5 | % | | $ | 1,932 | | | $ | 1,870 | | | 3.3 | % |
| | Average realized gold price ($/oz sold) | |
| | Average realized gold price ($/oz sold) | |
| Average realized silver price ($/oz sold) | |
| Average realized silver price ($/oz sold) | |
| Average realized silver price ($/oz sold) | Average realized silver price ($/oz sold) | | $ | 24.61 | | | $ | 19.64 | | | 25.3 | % | | $ | 23.92 | | | $ | 21.75 | | | 10.0 | % |
| Cost of sales per gold equivalent ounce sold (1, 4) | Cost of sales per gold equivalent ounce sold (1, 4) | | $ | 1,155 | | | $ | 986 | | | 17.1 | % | | $ | 1,224 | | | $ | 918 | | | 33.3 | % |
| Cost of sales per gold equivalent ounce sold (1, 4) | |
| Cost of sales per gold equivalent ounce sold (1, 4) | |
Cash cost per gold equivalent ounce sold (2, 4) | |
Cash cost per gold equivalent ounce sold (2, 4) | |
Cash cost per gold equivalent ounce sold (2, 4) | Cash cost per gold equivalent ounce sold (2, 4) | | $ | 1,108 | | | $ | 933 | | | 18.8 | % | | $ | 1,157 | | | $ | 851 | | | 36.0 | % |
AISC per gold equivalent ounce sold (2, 4) | AISC per gold equivalent ounce sold (2, 4) | | $ | 1,633 | | | $ | 1,267 | | | 28.9 | % | | $ | 1,663 | | | $ | 1,177 | | | 41.3 | % |
AISC per gold equivalent ounce sold (2, 4) | |
AISC per gold equivalent ounce sold (2, 4) | |
(1)Excludes depreciation, depletion, and amortization.
(2)The Company reports non-GAAP financial measures including adjusted attributable net income (loss), adjusted basic attributable net income (loss) per share, cash costs and AISCall in sustaining costs (“AISC”) per ounce sold to manage and evaluate its operating performance at its mines. See "Non-GAAP Financial Measures" for an explanation of these financial measures and a reconciliation of these financial measures to Net income (loss) attributable to SSR Mining shareholders and Cost of sales, which are the comparable GAAP financial measures.
(3)Data for lead production and sales relate only to lead in lead concentrate. Data for zinc production and sales relate only to zinc in zinc concentrate.
(4)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average London Bullion Market Association (“LBMA”) prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.
Revenue
For the three months ended June 30, 2023,March 31, 2024, revenue decreased by $18.6$84.4 million, or 5.8%26.8%, to $301.0$230.2 million, as compared to $319.6$314.6 million for the three months ended June 30, 2022. The decrease was mainly due to 14.6% fewer ounces of gold sold, partially offset by a 5.5% increase in average realized gold prices and 4.9% more ounces of silver sold.
For the six months ended June 30, 2023, revenue decreased by $59.4 million, or 8.8%, to $615.6 million as compared to $675.0 million for the six months ended June 30, 2022.March 31, 2023. The decrease was mainly due to 17.3%29.2% fewer ounces of gold sold partially offset by a 3.3% increase inat an 8.4% higher average realized gold pricesprice and 20.0% more30.4% fewer ounces of silver sold. The decrease in gold ounces sold was primarily related to the suspension of operations at Çöpler following the Çöpler Incident. For a complete discussion of revenue, refer to the Results of Operations below.
Cost of sales
Cost of sales increaseddecreased by $5.7$73.4 million, or 3.5%36.8%, to $170.6$125.9 million for the three months ended June 30, 2023,March 31, 2024, as compared to $164.9$199.3 million for the three months ended June 30, 2022.March 31, 2023. This increasedecrease was mainly due to higher operating costs and inflationary pressure on costs, although 14.6%29.2% fewer ounces of gold were sold and 4.9% more ounces of silver were sold during the three months ended June 30, 2023, compared to the same period in 2022.
Cost of sales increased by $51.5 million, or 16.2%, to $369.9 million for the six months ended June 30, 2023 as compared to $318.4 million for the six months ended June 30, 2022. This increase was mainly due to higher operating costs and inflationary pressure on costs, although 17.3% fewer ounces of gold were sold and 20.0% more ounces of silver were sold during the six months ended June 30, 2023, comparedprimarily related to the same period in 2022.suspension of operations at Çöpler following the Çöpler Incident. For a complete discussion of costs of sales by site, refer to the Results of Operations below.
Depreciation, depletion, and amortization
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| 2023 | | 2022 | | Change (%) | | 2023 | | 2022 | | Change (%) |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| 2024 | |
| 2024 | |
| 2024 | |
| Depreciation, depletion, and amortization ($000s) | |
| Depreciation, depletion, and amortization ($000s) | |
| Depreciation, depletion, and amortization ($000s) | Depreciation, depletion, and amortization ($000s) | $ | 44,641 | | | $ | 53,848 | | | (17.1) | % | | $ | 91,736 | | | $ | 112,590 | | | (18.5) | % |
| Gold equivalent ounces sold | Gold equivalent ounces sold | | 147,705 | | | 167,201 | | | (11.7) | % | | 302,262 | | | 346,893 | | | (12.9) | % |
| Gold equivalent ounces sold | |
| Gold equivalent ounces sold | |
| Depreciation, depletion, and amortization per gold equivalent ounce sold | Depreciation, depletion, and amortization per gold equivalent ounce sold | $ | 302 | | | $ | 322 | | | (6.2) | % | | $ | 303 | | | $ | 325 | | | (6.8) | % |
| Depreciation, depletion, and amortization per gold equivalent ounce sold | |
| Depreciation, depletion, and amortization per gold equivalent ounce sold | |
Depreciation, depletion, and amortization (“DD&A”) expense decreased by $9.2$8.7 million, or 17.1%18.5%, to $44.6$38.4 million for the three months ended June 30, 2023,March 31, 2024, as compared to $53.8$47.1 million for the three months ended June 30, 2022,March 31, 2023, primarily due to fewer gold equivalent ounces sold.
DD&A expense decreased by $20.9 million, or 18.5%, to $91.7 million for the six months ended June 30, 2023, as compared to $112.6 million for the six months ended June 30, 2022, primarily due to fewer gold equivalent ounces sold.
General and administrative expense
General and administrative expense for the three months ended June 30, 2023March 31, 2024 was $16.3$12.9 million as compared to $19.5$18.5 million for the three months ended June 30, 2022.March 31, 2023. General and administrative expenses decreased primarilymainly due to lower stock-based compensation expense which was a decreaseresult of lower share price in consulting2024.
Exploration and professional fees.evaluation costs
GeneralExploration and administrative expenseevaluation costs for the sixthree months ended June 30, 2023March 31, 2024 were $10.2 million compared to $10.5 million for three months ended March 31, 2023. Evaluation and 2022exploration costs were consistent year over year.
Reclamation and remediation costs
Reclamation and remediation costs for the three months ended March 31, 2024 was consistent period over period.$275.3 million as compared to $2.2 million for the three months ended March 31, 2023. Reclamation and remediation costs increased by $273.1 million mainly due to $22.5 million of remediation costs incurred during the first quarter of 2024 in connection with the Çöpler Incident, as well as accrued remediation and reclamation liabilities of approximately $250.0 million related to estimated future Çöpler remediation and leach pad closures costs.
Care and maintenance costs for the three months ended March 31, 2024 was $14.4 million. Care and maintenance expense incurred during the first quarter of 2024 represents direct costs not associated with environmental reclamation and remediation costs of $7.7 million and depreciation of $6.7 million during the suspension of operations at Çöpler.
Impairment charges
Impairment charges for the three months ended March 31, 2024 were $114.2 million. The impairment charges were mainly due to non-cash impairment charges of heap leach pad inventory and related heap leach facilities due to the Çöpler Incident.
Exploration, evaluation and reclamation costsOther operating expense, net
Exploration, evaluation, and reclamation costs increased by $4.9 millionOther operating expense, net for for the three months ended June 30, 2023 and by $7.7March 31, 2024 was $15.3 million for the six months ended June 30, 2023as compared to the same periods in 2022. For($0.2 million) for the three months ended June 30, 2023, the year over year increase was primarilyMarch 31, 2023. The change is mainly due to estimated contingencies which were accrued during 2024 as a $5.6 million increase in exploration drilling, partially offset by a $1.6 million decrease in reclamation expenses compared toresult of the same period in 2022. For the six months ended June 30, 2023, the increase is due to a $7.6 million increase in exploration drilling compared to the same period in 2022. The Company has committed to additional exploration during the year to support growth and resource conversion across the portfolio.
Interest expense
Interest expense for the three months ended June 30, 2023March 31, 2024 was $5.0$4.7 million as compared to $4.3$5.1 million for the three months ended June 30, 2022.March 31, 2023. Interest expense for the six months ended June 30, 2023 was $10.0 million as compared to $8.6 million for the six months ended June 30, 2022. The increases are mainly due to increases in interest rates.consistent period over period.
Other income (expense)
Other income (expense) for the three months ended June 30, 2023March 31, 2024 was $12.4$3.8 million as compared to an expense of $2.4$13.1 million for the three months ended June 30, 2022.March 31, 2023. The change is primarilymainly due to an increasethe change of the fair value of marketable securities and a decrease in interest income of $5.0 million due to higher interest rates and gains on marketable securities of $4.8 million.
Other income for the six months ended June 30, 2023 was $25.4 million as compared to an expense of $2.8 million for the six months ended June 30, 2022. The change is primarily due to an increase in interest income of $11.1 million during 2023 due to higher interest rates and gains on marketable securities of $10.7 million.lower cash balances.
Foreign exchange gain (loss)
Foreign exchange loss for the three months ended June 30, 2023March 31, 2024 was $21.2$0.9 million compared to a loss of $4.9$13.2 million for the three months ended June 30, 2022. The Company's main foreign exchange exposures are related to net monetary assets and liabilities denominated in TRY, ARS and CAD. The increase inMarch 31, 2023. During the three months ended March 31, 2024, the foreign exchange loss was mainly due to the a weakening of the ARS against the USD and its impact on ARS-denominated assets at Puna partially. During the three months ended March 31, 2023, the foreign exchange loss was mainly due to the a weakening of the ARS against the USD and its impact on ARS-denominated assets at Puna and the weakening of the TRY against the USD and its impact on TRY-denominated assets at Çöpler.
Foreign exchange loss for the six months ended June 30, 2023 was $34.4 million compared to a loss of $8.2 million for the six months ended June 30, 2022. The Company's main foreign exchange exposures are related to net monetary assets and liabilities denominated in TRY, ARS and CAD. During the six months ended June 30, 2023 and 2022, the foreign exchange loss was mainly due to a weakening of the ARS against the USD and its impact on ARS-denominated assets at Puna and the weakening of the TRY against the USD and its impact on TRY-denominated assets at Çöpler.
Income and mining tax benefit (expense)
Income and mining tax benefit for the three months ended June 30, 2023March 31, 2024 was $83.4$20.2 million as compared to a benefitexpense of $9.0$2.8 million for the three months ended June 30, 2022.March 31, 2023. The increasechange in income tax benefitexpense was primarily as a result of the devaluation of the TRY relative to the USD, as well asforeign currency fluctuations and a decline in year-to-date operating income compared to 2022.
Income and mining tax benefit for the six months ended June 30, 2023 was $80.6 million as compared to a tax expense of $22.6 million for the six months ended June 30, 2022. The decrease in tax expense was primarily as a result of the devaluation of the TRY relative to the USD, the release of uncertain tax positions, and weaker operating results year-to-date, although these tax benefit drivers were partially offset by tax return adjustments, largely due to retroactive earthquake tax assessments.2023.
Results of Operations
Çöpler, Türkiye
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Operating Data | |
| Operating Data | |
| Operating Data | Operating Data | 2023 | | 2022 | | Change (%) | | 2023 | | 2022 | | Change (%) |
| Gold produced (oz) | Gold produced (oz) | | 52,031 | | | | 51,390 | | | 1.2 | % | | | 107,105 | | | | 122,030 | | | (12.2) | % |
| Gold produced (oz) | |
| Gold produced (oz) | |
| Gold sold (oz) | Gold sold (oz) | | 49,197 | | | 57,846 | | | (15.0) | % | | 107,211 | | | 130,271 | | | (17.7) | % |
| Gold sold (oz) | |
| Gold sold (oz) | |
| Average realized gold price ($/oz sold) | |
| Average realized gold price ($/oz sold) | |
Average realized gold price ($/oz sold) | Average realized gold price ($/oz sold) | $ | 1,979 | | | $ | 1,863 | | | 6.2 | % | | $ | 1,934 | | | $ | 1,869 | | | 3.5 | % |
| | Ore mined (kt) | Ore mined (kt) | | 1,184 | | | 674 | | | 75.7 | % | | 2,363 | | | 1,685 | | | 40.2 | % |
| | Ore mined (kt) | |
| | Ore mined (kt) | |
| Waste removed (kt) | Waste removed (kt) | | 4,841 | | | 6,173 | | | (21.6) | % | | 10,216 | | | 11,308 | | | (9.7) | % |
| Waste removed (kt) | |
| Waste removed (kt) | |
| Total material mined (kt) | |
| Total material mined (kt) | |
| Total material mined (kt) | Total material mined (kt) | | 6,025 | | | 6,847 | | | (12.0) | % | | 12,579 | | | 12,993 | | | (3.2) | % |
| | Ore milled (kt) | Ore milled (kt) | | 680 | | | 611 | | | 11.3 | % | | 1,404 | | | 1,256 | | | 11.8 | % |
| | Ore milled (kt) | |
| | Ore milled (kt) | |
| Gold mill feed grade (g/t) | Gold mill feed grade (g/t) | | 2.34 | | | 2.55 | | | (8.2) | % | | 2.40 | | | 2.95 | | | (18.6) | % |
| Gold mill feed grade (g/t) | |
| Gold mill feed grade (g/t) | |
| Gold recovery (%) | |
| Gold recovery (%) | |
| Gold recovery (%) | Gold recovery (%) | | 89.1 | | | 87.2 | | | 2.2 | % | | 88.4 | | | 87.1 | | | 1.5 | % |
| | Ore stacked (kt) | Ore stacked (kt) | | 154 | | | 148 | | | 4.1 | % | | 342 | | | 210 | | | 62.9 | % |
| | Ore stacked (kt) | |
| | Ore stacked (kt) | |
| Gold grade stacked (g/t) | |
| Gold grade stacked (g/t) | |
| Gold grade stacked (g/t) | Gold grade stacked (g/t) | | 1.46 | | | 0.90 | | | 62.2 | % | | 1.33 | | | 0.87 | | | 52.9 | % |
| Cost of sales (1) | $ | 54,949 | | | $ | 63,095 | | | (12.9) | % | | $ | 129,595 | | | $ | 125,679 | | | 3.1 | % |
Cost of sales ($/oz gold sold) (1) | $ | 1,117 | | | $ | 1,091 | | | 2.4 | % | | $ | 1,209 | | | $ | 965 | | | 25.3 | % |
Cash costs ($/oz gold sold) (2) | $ | 1,107 | | | $ | 1,078 | | | 2.7 | % | | $ | 1,196 | | | $ | 948 | | | 26.2 | % |
AISC ($/oz gold sold) (2) | $ | 1,384 | | | $ | 1,253 | | | 10.5 | % | | $ | 1,404 | | | $ | 1,087 | | | 29.2 | % |
Cost of sales (2) | |
| Cost of sales (2) | |
| Cost of sales (2) | |
Cost of sales ($/oz gold sold) (2) | |
Cost of sales ($/oz gold sold) (2) | |
Cost of sales ($/oz gold sold) (2) | |
Cash costs ($/oz gold sold) (3) | |
Cash costs ($/oz gold sold) (3) | |
Cash costs ($/oz gold sold) (3) | |
AISC ($/oz gold sold) (3) | |
AISC ($/oz gold sold) (3) | |
AISC ($/oz gold sold) (3) | |
(1)Operations at Çöpler were suspended on February 13, 2024, following the Çöpler Incident and have not restarted.
(1)(2)Excludes depreciation, depletion, and amortization.
(2)(3)The Company reports the non-GAAP financial measures of cash costs and AISC per ounce of gold sold to manage and evaluate operating performance at Çöpler. See "Non-GAAP“Non-GAAP Financial Measures"Measures” for an explanation of these financial measures and a reconciliation to Costcost of sales,, which isare the comparable GAAP financial measure.
Three months ended June 30, 2023March 31, 2024 compared to three months ended June 30, 2022March 31, 2023
Gold production remained consistent period over period. Gold soldOperations were suspended following the Çöpler Incident. During the suspension, care and maintenance expense was less than gold production duringrecorded which represents direct costs not associated with the three months ended June 30, 2023 as a result of timing of sales due to Turkish holiday closures during the last week of the quarter, which resulted in a build up of finished goods inventory. Revenue decreased by $10.9 million, or 10.0%, of which $16.6 million was the result of lower volume of gold sold partially offset by a $5.7 million increase as a result of higher average realized gold price. Cost of sales decreased by $8.1 million, or 12.9%, as a result of fewer gold ounces sold. Cost of sales per ounce of gold soldenvironmental reclamation and cash costs per ounce of gold sold increased 2.4% and 2.7%, respectively, due to fewer gold ounces sold and higher contracted miningremediation costs and employee-related costs. AISC per ounce of gold sold increased 10.5% due to fewer gold ounces sold, higher cash costs, and higher capital expenditures primarily related to the tailings storage facility.depreciation.
Six months endedJune 30, 2023 compared to six months ended June 30, 2022
Gold production decreased 12.2% due to lower grade sulfide ore milled. Revenue decreased by $37.8 million, or 15.3%, of which $44.5 million was the result of lower volume of gold sold partially offset by a $6.7 million increase as a result of higher average realized gold price. Cost of sales increased by $3.9 million, or 3.1%, as a result of higher contracted mining costs, community donations, and consumption and unit costs of oxygen, electricity and sulfuric acid. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold increased 25.3% and 26.2%, respectively, due to fewer gold ounces sold and higher cost of sales. AISC per ounce of gold sold increased 29.2% due to fewer gold ounces sold, higher cash costs, and higher capital expenditures primarily related to the tailings storage facility.
Marigold, USA
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Operating Data | |
| Operating Data | |
| Operating Data | Operating Data | 2023 | | 2022 | | Change (%) | | 2023 | | 2022 | | Change (%) |
| Gold produced (oz) | Gold produced (oz) | | 60,443 | | | | 45,769 | | | 32.1 | % | | | 112,422 | | | | 79,557 | | | 41.3 | % |
| Gold produced (oz) | |
| Gold produced (oz) | |
| Gold sold (oz) | Gold sold (oz) | | 60,389 | | | 45,983 | | | 31.3 | % | | 111,686 | | | 82,937 | | | 34.7 | % |
| Gold sold (oz) | |
| Gold sold (oz) | |
| Average realized gold price ($/oz sold) | |
| Average realized gold price ($/oz sold) | |
Average realized gold price ($/oz sold) | Average realized gold price ($/oz sold) | $ | 1,950 | | | $ | 1,857 | | | 5.0 | % | | $ | 1,933 | | | $ | 1,860 | | | 3.9 | % |
| | Ore mined (kt) | Ore mined (kt) | | 5,042 | | | 4,100 | | | 23.0 | % | | 10,409 | | | 8,920 | | | 16.7 | % |
| | Ore mined (kt) | |
| | Ore mined (kt) | |
| Waste removed (kt) | Waste removed (kt) | | 15,648 | | | 20,576 | | | (24.0) | % | | 32,678 | | | 40,364 | | | (19.0) | % |
| Waste removed (kt) | |
| Waste removed (kt) | |
| Total material mined (kt) | |
| Total material mined (kt) | |
| Total material mined (kt) | Total material mined (kt) | | 20,690 | | | 24,676 | | | (16.2) | % | | 43,086 | | | 49,284 | | | (12.6) | % |
| | Ore stacked (kt) | Ore stacked (kt) | | 5,042 | | | 4,100 | | | 23.0 | % | | 10,409 | | | 8,920 | | | 16.7 | % |
| | Ore stacked (kt) | |
| | Ore stacked (kt) | |
| Gold grade stacked (g/t) | |
| Gold grade stacked (g/t) | |
| Gold grade stacked (g/t) | Gold grade stacked (g/t) | | 0.52 | | | 0.67 | | | (22.4) | % | | 0.47 | | | 0.52 | | | (9.6) | % |
| Cost of sales (1) | Cost of sales (1) | $ | 63,965 | | | $ | 50,422 | | | 26.9 | % | | $ | 118,506 | | | $ | 89,157 | | | 32.9 | % |
| Cost of sales (1) | |
| Cost of sales (1) | |
Cost of sales ($/oz gold sold) (1) | |
Cost of sales ($/oz gold sold) (1) | |
Cost of sales ($/oz gold sold) (1) | Cost of sales ($/oz gold sold) (1) | $ | 1,059 | | | $ | 1,097 | | | (3.5) | % | | $ | 1,061 | | | $ | 1,075 | | | (1.3) | % |
| Cash costs ($/oz gold sold) (2) | Cash costs ($/oz gold sold) (2) | $ | 1,063 | | | $ | 1,099 | | | (3.3) | % | | $ | 1,065 | | | $ | 1,076 | | | (1.0) | % |
| Cash costs ($/oz gold sold) (2) | |
| Cash costs ($/oz gold sold) (2) | |
AISC ($/oz gold sold) (2) | AISC ($/oz gold sold) (2) | $ | 1,656 | | | $ | 1,458 | | | 13.6 | % | | $ | 1,659 | | | $ | 1,505 | | | 10.2 | % |
AISC ($/oz gold sold) (2) | |
AISC ($/oz gold sold) (2) | |
(1)Excludes depreciation, depletion, and amortization.
(2)The Company reports the non-GAAP financial measures of cash costs and AISC per ounce of gold sold to manage and evaluate operating performance at Marigold. See "Non-GAAP Financial Measures" for an explanation of these financial measures and a reconciliation to Cost of sales, which is the comparable GAAP financial measure.
Three months ended June 30, 2023March 31, 2024 compared to three months ended June 30, 2022March 31, 2023
Gold production increased 32.1%decreased 33.3% due to more tonnes stacked as well as the timing of leach recoveries.lower grade ore stacked. Revenue increaseddecreased by $32.4$21.5 million or 37.9%21.9%, of which $26.8$27.4 million was the result of higher volume offewer gold ounces sold and $5.6partially offset by a $5.9 million was theincrease as a result of higher average realized gold price. Cost of sales increaseddecreased by $13.5$5.5 million, or 26.9%10.0%, due to morefewer gold ounces sold.sold offset by higher mining costs as a result of more waste tonnes mined. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold decreased 3.5%increased 25.2% and 3.3%25.0%, respectively, due to fewer waste tonnes mined.more lower grade ore stacked and a higher strip ratio. AISC per ounce of gold sold increased 13.6% primarilydecreased 14.0% as a result of higherlower sustaining capital expenditures relatedcompared to the three months ended March 31, 2023, which reflected the purchase of two haul trucks.
Six months ended June 30, 2023 compared to six months ended June 30, 2022
Gold production increased 41.3% due to more tonnes stacked as well as the timing of leach recoveries. Revenue increased by $61.7 million or 40.0%, of which $53.5 million was the result of higher volume of gold sold and $8.2 million was the result of higher average realized gold price. Cost of sales increased by $29.3 million, or 32.9%, due to more gold ounces sold. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold remained consistent. AISC per ounce of gold sold increased 10.2% primarily as a result of higher capital expenditures related to the purchase of four haul trucks.
Seabee, Canada
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Operating Data | |
| Operating Data | |
| Operating Data | Operating Data | 2023 | | 2022 | | Change (%) | | 2023 | | 2022 | | Change (%) |
| Gold produced (oz) | Gold produced (oz) | | 16,428 | | | | 38,341 | | | (57.2) | % | | | 32,196 | | | | 90,923 | | | (64.6) | % |
| Gold produced (oz) | |
| Gold produced (oz) | |
| Gold sold (oz) | Gold sold (oz) | | 15,330 | | | 42,500 | | | (63.9) | % | | 32,130 | | | 90,300 | | | (64.4) | % |
| Gold sold (oz) | |
| Gold sold (oz) | |
| Average realized gold price ($/oz sold) | |
| Average realized gold price ($/oz sold) | |
Average realized gold price ($/oz sold) | Average realized gold price ($/oz sold) | $ | 1,960 | | | $ | 1,862 | | | 5.3 | % | | $ | 1,931 | | | $ | 1,882 | | | 2.6 | % |
| | Ore mined (kt) | Ore mined (kt) | | 119 | | | 97 | | | 22.7 | % | | 218 | | | 199 | | | 9.5 | % |
| | Ore mined (kt) | |
| | Ore mined (kt) | |
| | Ore milled (kt) | |
| | Ore milled (kt) | |
| | Ore milled (kt) | Ore milled (kt) | | 105 | | | 99 | | | 6.1 | % | | 218 | | | 194 | | | 12.4 | % |
| Gold mill feed grade (g/t) | Gold mill feed grade (g/t) | | 5.25 | | | 12.06 | | | (56.5) | % | | 4.91 | | | 14.85 | | | (66.9) | % |
| Gold mill feed grade (g/t) | |
| Gold mill feed grade (g/t) | |
| Gold recovery (%) | |
| Gold recovery (%) | |
| Gold recovery (%) | Gold recovery (%) | | 96.9 | | | 98.0 | | | (1.1) | % | | 96.5 | | | 98.4 | | | (1.9) | % |
| Cost of sales (1) | Cost of sales (1) | $ | 18,272 | | | $ | 19,015 | | | (3.9) | % | | $ | 41,537 | | | $ | 35,425 | | | 17.3 | % |
| Cost of sales (1) | |
| Cost of sales (1) | |
Cost of sales ($/oz gold sold) (1) | |
Cost of sales ($/oz gold sold) (1) | |
Cost of sales ($/oz gold sold) (1) | Cost of sales ($/oz gold sold) (1) | $ | 1,192 | | | $ | 447 | | | 166.7 | % | | $ | 1,293 | | | $ | 392 | | | 229.8 | % |
| Cash costs ($/oz gold sold) (2) | Cash costs ($/oz gold sold) (2) | $ | 1,192 | | | $ | 449 | | | 165.5 | % | | $ | 1,294 | | | $ | 394 | | | 228.4 | % |
| Cash costs ($/oz gold sold) (2) | |
| Cash costs ($/oz gold sold) (2) | |
AISC ($/oz gold sold) (2) | AISC ($/oz gold sold) (2) | $ | 1,690 | | | $ | 628 | | | 169.1 | % | | $ | 1,960 | | | $ | 611 | | | 220.8 | % |
AISC ($/oz gold sold) (2) | |
AISC ($/oz gold sold) (2) | |
(1)Excludes depreciation, depletion, and amortization.
(2)The Company reports the non-GAAP financial measures of cash costs and AISC per ounce of gold sold to manage and evaluate operating performance at Seabee. See "Non-GAAP Financial Measures" for an explanation of these financial measures and a reconciliation to Cost of sales, which is the comparable GAAP financial measure.
Three months ended June 30, 2023March 31, 2024 compared to three months ended June 30, 2022March 31, 2023
Gold production decreased 57.2%increased 50.8% due to lower grade ore milled.higher mill feed grade. Gold sold exceeded gold production due to the timing of sales of finished goods inventory. Revenue decreasedincreased by $49.1$27.0 million, or 62.0%84.2%, of which $50.6$22.2 million was thea result of lower volume ofmore gold ounces sold partially offset by a $1.5and $4.6 million increase aswas a result of higher average realized gold price. Cost of sales decreasedincreased by $0.7$1.2 million, or 3.9%5.0%, as a result of lower volume ofmore ore tonnes milled and more gold sold, partially offset by higher contractor costs and equipment and repair costs.ounces sold. Cost of sales per ounce of gold sold, cash costs per ounce of gold sold, and AISC per ounceounces of gold sold increased 166.7%decreased 38.0%, 165.5%38.0%, and 169.1%35.8%, respectively, due to fewer gold ounces sold as a result of the lower mill feed grade.
Six months ended June 30, 2023 compared to six months ended June 30, 2022
Gold production decreased 64.6% due to lowerhigher grade ore milled. Revenue decreased by $107.8 million, or 63.4%, of which $109.4 million was the result of lower volume of gold sold partially offset by a $1.6 million increase as a result of higher average realized gold price. Cost of sales increased by $6.1 million, or 17.3%, as a result of higher employee-related costs, mobile maintenance costs, and utilization of contractors for winter road construction. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold increased 229.8% and 228.4%, respectively, due to fewer gold ounces sold and higher cost of sales. AISC per ounce of gold sold increased 220.8% due to fewer gold ounces sold, higher cash costs, and an increase in capital expenditures related to underground mine development and machinery and equipment purchases delivered over the winter road.
Puna, Argentina
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Operating Data | |
| Operating Data | |
| Operating Data | Operating Data | 2023 | | 2022 | | Change (%) | | 2023 | | 2022 | | Change (%) |
| Silver produced ('000 oz) | Silver produced ('000 oz) | | 2,269 | | | | 1,967 | | | 15.4 | % | | | 4,284 | | | | 3,270 | | | 31.0 | % |
| Silver produced ('000 oz) | |
| Silver produced ('000 oz) | |
| Silver sold ('000 oz) | |
| Silver sold ('000 oz) | |
| Silver sold ('000 oz) | Silver sold ('000 oz) | | 1,857 | | | 1,771 | | | 4.9 | % | | 4,238 | | | 3,532 | | | 20.0 | % |
| Lead produced ('000 lb) | Lead produced ('000 lb) | | 10,193 | | | 8,889 | | | 14.7 | % | | 21,554 | | | 16,192 | | | 33.1 | % |
| Lead produced ('000 lb) | |
| Lead produced ('000 lb) | |
| Lead sold ('000 lb) | |
| Lead sold ('000 lb) | |
| Lead sold ('000 lb) | Lead sold ('000 lb) | | 9,805 | | | 8,874 | | | 10.5 | % | | 23,175 | | | 19,087 | | | 21.4 | % |
| Zinc produced ('000 lb) | Zinc produced ('000 lb) | | 1,748 | | | 1,507 | | | 16.0 | % | | 4,227 | | | 3,350 | | | 26.2 | % |
| Zinc produced ('000 lb) | |
| Zinc produced ('000 lb) | |
| Zinc sold ('000 lb) | Zinc sold ('000 lb) | | 1,033 | | | 1,367 | | | (24.4) | % | | 4,720 | | | 4,495 | | | 5.0 | % |
Gold equivalent sold ('000 oz) (1) | | 22,789 | | | 20,872 | | | 9.2 | % | | 51,235 | | | 43,385 | | | 18.1 | % |
| Zinc sold ('000 lb) | |
| Zinc sold ('000 lb) | |
Gold equivalent sold (oz) (1) | |
Gold equivalent sold (oz) (1) | |
Gold equivalent sold (oz) (1) | |
| Average realized silver price ($/oz) | |
| Average realized silver price ($/oz) | |
| Average realized silver price ($/oz) | Average realized silver price ($/oz) | $ | 24.61 | | | $ | 19.64 | | | 25.3 | % | | $ | 23.92 | | | $ | 21.75 | | | 10.0 | % |
| | Ore mined (kt) | Ore mined (kt) | | 510 | | | 505 | | | 1.0 | % | | 859 | | | 852 | | | 0.8 | % |
| | Ore mined (kt) | |
| | Ore mined (kt) | |
| Waste removed (kt) | Waste removed (kt) | | 1,524 | | | 2,311 | | | (34.1) | % | | 3,508 | | | 4,389 | | | (20.1) | % |
| Waste removed (kt) | |
| Waste removed (kt) | |
| Total material mined (kt) | |
| Total material mined (kt) | |
| Total material mined (kt) | Total material mined (kt) | | 2,034 | | | 2,816 | | | (27.8) | % | | 4,367 | | | 5,241 | | | (16.7) | % |
| | Ore milled (kt) | Ore milled (kt) | | 419 | | | 419 | | | — | % | | 834 | | | 792 | | | 5.3 | % |
| | Ore milled (kt) | |
| | Ore milled (kt) | |
| Silver mill feed grade (g/t) | |
| Silver mill feed grade (g/t) | |
| Silver mill feed grade (g/t) | Silver mill feed grade (g/t) | | 175.53 | | | 152.39 | | | 15.2 | % | | 166.48 | | | 137.73 | | | 20.9 | % |
| Lead mill feed grade (%) | Lead mill feed grade (%) | | 1.18 | | | 1.01 | | | 16.8 | % | | 1.25 | | | 1.02 | | | 22.5 | % |
| Lead mill feed grade (%) | |
| Lead mill feed grade (%) | |
| Zinc mill feed grade (%) | |
| Zinc mill feed grade (%) | |
| Zinc mill feed grade (%) | Zinc mill feed grade (%) | | 0.36 | | | 0.33 | | | 9.1 | % | | 0.40 | | | 0.37 | | | 8.1 | % |
| Silver recovery (%) | Silver recovery (%) | | 96.1 | | | 95.6 | | | 0.5 | % | | 96.0 | | | 95.4 | | | 0.6 | % |
| Silver recovery (%) | |
| Silver recovery (%) | |
| Lead recovery (%) | Lead recovery (%) | | 93.4 | | | 92.9 | | | 0.5 | % | | 93.9 | | | 92.3 | | | 1.7 | % |
| Lead recovery (%) | |
| Lead recovery (%) | |
| Zinc recovery (%) | |
| Zinc recovery (%) | |
| Zinc recovery (%) | Zinc recovery (%) | | 52.7 | | | 41.7 | | | 26.4 | % | | 57.8 | | | 46.3 | | | 24.8 | % |
| Cost of sales (2) | Cost of sales (2) | $ | 33,454 | | | $ | 32,396 | | | 3.3 | % | | $ | 80,299 | | | $ | 68,187 | | | 17.8 | % |
| Cost of sales (2) | |
| Cost of sales (2) | |
Cost of sales ($/oz silver sold) (2) | Cost of sales ($/oz silver sold) (2) | $ | 18.02 | | | $ | 18.29 | | | (1.5) | % | | $ | 18.95 | | | $ | 19.31 | | | (1.9) | % |
Cost of sales ($/oz silver sold) (2) | |
Cost of sales ($/oz silver sold) (2) | |
Cost of sales ($/oz gold equivalent sold) (1, 2) | |
Cost of sales ($/oz gold equivalent sold) (1, 2) | |
Cost of sales ($/oz gold equivalent sold) (1, 2) | Cost of sales ($/oz gold equivalent sold) (1, 2) | $ | 1,468 | | | $ | 1,552 | | | (5.4) | % | | $ | 1,567 | | | $ | 1,572 | | | (0.3) | % |
| Cash costs ($/oz silver sold) (3) | Cash costs ($/oz silver sold) (3) | $ | 14.40 | | | $ | 13.54 | | | 6.4 | % | | $ | 14.41 | | | $ | 13.30 | | | 8.3 | % |
| Cash costs ($/oz silver sold) (3) | |
| Cash costs ($/oz silver sold) (3) | |
Cash costs ($/oz gold equivalent sold) (1, 3) | |
Cash costs ($/oz gold equivalent sold) (1, 3) | |
Cash costs ($/oz gold equivalent sold) (1, 3) | Cash costs ($/oz gold equivalent sold) (1, 3) | $ | 1,173 | | | $ | 1,150 | | | 2.0 | % | | $ | 1,192 | | | $ | 1,083 | | | 10.1 | % |
AISC ($/oz silver sold) (3) | AISC ($/oz silver sold) (3) | $ | 17.41 | | | $ | 15.23 | | | 14.3 | % | | $ | 16.84 | | | $ | 14.95 | | | 12.6 | % |
AISC ($/oz silver sold) (3) | |
AISC ($/oz silver sold) (3) | |
AISC ($/oz gold equivalent sold) (1, 3) | AISC ($/oz gold equivalent sold) (1, 3) | $ | 1,418 | | | $ | 1,293 | | | 9.7 | % | | $ | 1,393 | | | $ | 1,217 | | | 14.5 | % |
AISC ($/oz gold equivalent sold) (1, 3) | |
AISC ($/oz gold equivalent sold) (1, 3) | |
(1)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.
(2)Excludes depreciation, depletion, and amortization.
(3)The Company reports the non-GAAP financial measures of cash costs and AISC per ounce of silver sold to manage and evaluate operating performance at Puna. See "Non-GAAP Financial Measures" for an explanation of these financial measures and a reconciliation to Cost of sales, which is the comparable GAAP financial measure.
Three months ended June 30, 2023March 31, 2024 compared to three months ended June 30, 2022March 31, 2023
Silver production increased 15.4%decreased 5.0% due to higher mill feed grade.lower grade ore milled. Silver sold was less than silver production duringdecreased 30.4% due to the three months ended June 30, 2023 as a result of timing of sales dueattributable to transportation delays at the end of 2022, which resulted in a build up of finished goods inventory.inventory that was subsequently sold in the first quarter of 2023. During the three months ended Revenue increaseddecreased by $9.0$28.0 million, or 19.4%37.9%, of which $1.9$25.5 million was the result of higherlower volume of concentrate sold and $9.2$2.4 million was the result of higherlower average realized silver price, partially offsetand lead price. Cost of sales decreased by a $2.1$18.9 million, decreaseor 40.3%, as a result of lower average realized zinc price. Cost of sales increased by $1.1 million, or 3.3%,fuel costs, freight charges, and export duties as a result of morewell as fewer silver ounces sold. Cost of sales per ounce of silver sold remained consistent period over period. Cashand cash costs per ounce of silver sold increased 6.4%decreased by 14.3% and 14.7%, respectively, due to lower by-product revenue attributable to mark-to-market adjustments on silver-zinc concentrate, partially offset by more silver ounces sold.the decrease in cost of sales discussed above. AISC per ounce of silver sold increased 14.3%decreased 4.8% due to higherlower cash costs per silver ounce and sustaining exploration expense related to exploration drilling near Chinchillas, partially offset by more silver ounces sold.
Six months endedJune 30, 2023 compared to six months ended June 30, 2022
Silver production increased 31.0% due to more tonnes milleda reduction in by-product credits from lower lead and higher mill feed grade. Revenue increased by $24.6 million, or 23.5%, of which $19.9 million was the result of higher volume of concentrate sold and $9.2 million was the result of higher average realized silver price, partially offset by a $4.5 million decrease as a result of lower average realized zinc price. Cost of sales increased by $12.1 million, or 17.8%, as a result of more silver ounces sold. Cost of sales per ounce of silver sold remained consistent period over period. Cash costs per ounce of silver sold increased 8.3% due to higher treatment and refining costs, partially offset by more silver ounces sold. AISC per ounce of silver sold increased 12.6% due to higher cash costs and sustaining exploration expense related to exploration drilling near Chinchillas, partially offset by more silver ounces sold.
Liquidity and Capital Resources
The Company continues to analyze its liquidity position subsequent to the Çöpler Incident, taking into consideration its available cash and cash equivalents; expected revenues and operating and capital expenditures for the Company’s other three mines; potential penalties and fines, restitution, and legal obligations; estimates of reclamation and remediation related costs; and care and maintenance expenditures at Çöpler over the next twelve months. As of March 31, 2024, the Company had $467.0 million of cash and cash equivalents, and the Company has no borrowings outstanding on the Second Amended Credit Agreement at this time. Each of the Company’s three other mines operate independently and are not dependent on cash flows or operational synergies associated with Çöpler. Based on this analysis, the Company believes that its current liquidity position is sufficient to sustain the operational needs for the Company’s three other mines, as well as satisfy reclamation and remediation related costs, monitoring and care and maintenance efforts at Çöpler, for the next twelve months without needing to borrow under its Second Amended Credit Agreement. The Company may still elect to borrow under the Second Amended Credit Agreement or seek alternate sources of capital for any liquidity needs. All debts, liabilities and obligations under the Second Amended Credit Agreement are guaranteed by the Company’s material subsidiaries and secured by certain of the Company’s assets and material subsidiaries and pledges of the securities of the Company’s material subsidiaries, but does not include the Çöpler assets and subsidiaries and other Alacer entities.
To borrow under the Second Amended Credit Agreement, the Company will be required to satisfy certain financial ratios related to interest coverage and net leverage and make certain representations and warranties on a quarterly basis, including assessing financial ratios over a twelve-month period. Subject to the timing of any borrowings we may make under the Second Amended Credit Agreement, if any, we may be required to seek an amendment from the lenders to permit borrowings if we cannot meet the financial ratios or other requirements due to lower cash flows resulting from the Çöpler Incident or otherwise.
The Company manages its liquidity risk through a rigorous planning, budgeting and forecasting process, which is reviewed and updated on a regular basis, to help determine the funding requirements to support its current operations, expansion and development plans, and by managing its capital structure.
The Company's objectives when managing capital are to invest in strategic growth initiatives, return cash to shareholders,Cash and maintain balance sheet strength and flexibility.Cash Equivalents
In assessing capital structure,
At March 31, 2024, the Company includeshad $467.0 million of cash and cash equivalents, a decrease of $25.4 million from December 31, 2023, mainly due to cash used in the componentsCompany’s investing and financing activities and partially offset by cash flows generated by the Company's operations. The Company held $426.1 million of shareholders’ equity,its cash and cash equivalents balance in USD. Additionally, the 2019 Notes,Company held cash and cash equivalents of $20.9 million, $12.8 million and $6.7 million in ARS, CAD and TRY, respectively.
The Company maintains cash balances at banking institutions in various jurisdictions which may or may not have deposit insurance. The Company mitigates potential cash risk by maintaining bank accounts with credit-worthy financial institutions. All cash is invested in short-term investments or high interest savings accounts in accordance with the Term Loan andCompany’s investment policy with maturities of 90 days or less, providing the Company with sufficient liquidity to meet its foreseeable capital needs.
Debt
Credit Agreement
On August 15, 2023, the Company entered into amendment to the Amended Credit Agreement. In orderAgreement (the “Second Amended Credit Agreement”) with the Bank of Nova Scotia, as administrative agent, and along with Canadian Imperial Bank of Commerce, as co-lead arrangers and joint bookrunners, the lenders party thereto and certain subsidiary guarantors named therein. The amendment, among other things, (i) extends the maturity to facilitateAugust 15, 2027, (ii) increases the managementcredit agreement to $400.0 million with a $100.0 million accordion feature and (iii) modifies the reference rate from LIBOR to an adjusted SOFR plus applicable margin varying based on the Company’s consolidated leverage ratio and amounts drawn on the credit facility ranging from 2.00% to 2.75%.
Refer to Note 15 to the Condensed Consolidated Financial Statements for further details.
Cash Dividends
Following the Çöpler Incident, the Board of capital requirements,the Directors of the Company prepares annual budgets and continuously monitors and reviews actual and forecasted cash flows.has suspended dividends. The annual budget is monitored and approved byCompany does not know at this time when it may resume dividends. During the Company's Board of Directors. To maintain or adjust the capital structure,three months ended March 31, 2024, the Company may, from time to time, issue new shares or debt, repay debt, dispose of non-core assets, or buy back shares. The Company expects its current capital resources will be sufficient to meet its business requirements for a minimum of twelve months.
Cash Dividendsdeclared no dividends.
During the three and six months ended June 30,March 31, 2023, the Company declared quarterly cash dividends of $0.07 during each quarter,per common share for total dividends of $14.3 million during$14.4 million.
Share Repurchase Plan / Normal Course Issuer Bid
During the three months ended June 30, 2023March 31, 2024, and $28.8 million forprior to the six months ended June 30, 2023.
During the three and six months ended June 30, 2022,Çöpler Incident, the Company declared quarterly cash dividendspurchased 1,117,100 of $0.07 during each quarter, forits outstanding common shares at an average share price of $8.79 per share for total dividendsconsideration of $15.1million during $9.8 million. During the three months ended March 31, 2023, the Company purchased 348,171 of its outstanding common shares at an average share price of $14.92 per share for total consideration of $5.1 million.
The Board of Directors had authorized a new NCIB (the “2023 NCIB”) on June 30, 202216, 2023, to repurchase up to an aggregate of 10,200,000 common shares on the Nasdaq, the TSX and/or other exchanges and $30.1million alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules. On November 27, 2023, in connection with the 2023 NCIB, the Company entered into an automatic share purchase plan with its broker to allow for the six months ended June 30, 2022.
Share Repurchase Plan/ Normal Course Issuer Bidrepurchase of shares at times when the Company ordinarily would not be active in the market due to regulatory restrictions and customary self-imposed blackout periods. Following the Çöpler Incident, the Company terminated its automatic share purchase plan effective March 1, 2024. The Company does not know at this time when it may resume share repurchases.
On June 19, 2023, the Normal Course Issuer Bid established as of June 20, 2022 (the “2022 NCIB”), expired. Under the 2022 NCIB, the Company authorized the purchase of up to 10,600,000 common shares. The Company purchased and cancelled 9,080,119 common shares via open market purchases through the facilities of the TSX and the Nasdaq at a weighted average price paid per common share of $16.01 and a total repurchase value of $145.3 million.
The Board of Directors authorized a new NCIB (the “2023 NCIB”) on June 16, 2023, to repurchase up to an aggregate of 10,200,000 common shares on the Nasdaq, the TSX and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules.
During the three and six months ended June 30, 2023, the Company repurchased and cancelled common shares of 2,678,822 and 3,026,993, for $40.1 million and $45.3 million, respectively, at a weighted average price paid per common share of $14.97.
Cash and Cash Equivalents
At June 30, 2023, the Company had $379.2 million of cash and cash equivalents, a decrease of $276.2 million from December 31, 2022, mainly due to cash used in the Company’s investing and financing activities, and partially offset by cash flows generated by the Company's operations. The Company held $327.0 million of its cash and cash equivalents balance in USD. Additionally, the Company held cash and cash equivalents of $43.6 million, $4.8 million and $1.3 million in ARS, CAD and TRY, respectively.
The Company maintains cash balances at banking institutions in various jurisdictions which may or may not have deposit insurance. The Company mitigates potential cash risk by maintaining bank accounts with credit-worthy financial institutions. All cash is invested in short-term investments or high interest savings accounts in accordance with the Company's investment policy with maturities of 90 days or less, providing the Company with sufficient liquidity to meet its foreseeable corporate needs.
Debt
On July 26, 2023, the Company entered into an amendment to the Term Loan. The amendment amends the Term Loan to replace LIBOR-based benchmark rates with secured overnight financing rate ("SOFR")-based benchmark rates.
There were no other material changes to the Company’s debt and revolving credit facilities since December 31, 2022.
The Company's working capital at June 30, 2023, together with future cash flows from operations, are expected to be sufficient to fund planned activities and commitments.
Cash Flows
The following table summarizes the Company's cash flow activity for sixthree months ended June 30: March 31:
| | Six Months Ended June 30, |
| 2023 | | 2022 |
| Three Months Ended March 31, | | | Three Months Ended March 31, |
| 2024 | | | 2024 | | 2023 |
| Net cash provided by operating activities | Net cash provided by operating activities | $ | 83,310 | | | $ | 95,025 | Net cash provided by operating activities | $ | 24,631 | | | $ | | $ | 2,967 |
| Cash used in investing activities | Cash used in investing activities | | (231,741) | | | (57,745) | |
| Cash used in financing activities | Cash used in financing activities | | (111,134) | | | (116,683) | |
| Effect of foreign exchange rate changes on cash and cash equivalents | Effect of foreign exchange rate changes on cash and cash equivalents | | (16,738) | | | 524 | |
| Increase (decrease) in cash, cash equivalents and restricted cash | Increase (decrease) in cash, cash equivalents and restricted cash | | (276,303) | | | | (78,879) | |
| Cash, cash equivalents, and restricted cash, beginning of period | Cash, cash equivalents, and restricted cash, beginning of period | | 689,106 | | | 1,052,865 | |
| Cash, cash equivalents, and restricted cash, end of period | Cash, cash equivalents, and restricted cash, end of period | $ | 412,803 | | | $ | 973,986 | Cash, cash equivalents, and restricted cash, end of period | $ | 467,112 | | | $ | | $ | 595,812 |
Cash provided by operating activities
For the sixthree months ended June 30, 2023,March 31, 2024, cash provided by operating activities was $83.3$24.6 million compared to $95.0$3.0 million for the sixthree months ended June 30, 2022.March 31, 2023. The decreaseincrease in cash provided by operating activities is mainly due to the impact of lowera favorable working capital change and a 8.4% higher average realized gold sales at Çöpler and Seabee.in 2024 as compared to 2023, offset by a 29.2% decrease in gold ounces sold.
Cash used in investing activities
For the sixthree months ended June 30, 2023,March 31, 2024, cash used in investing activities was $231.7$36.8 million compared to $57.7$51.9 million for the sixthree months ended June 30, 2022.March 31, 2023. The increasedecrease of $174.0$15.1 million of cash used in investing activities is primarilymainly due to spend of $120.0 million for the acquisition of the Hod Maden project in 2023 compared to $24.8 million for the acquisition of Taiga Gold in 2022, increasedlower capital expenditures of $25.2 million. This was partially offset by a $6.3 million increase in the amountpurchases of $65.7marketable securities and a $4.1 million and lower netdecrease in proceeds from marketable securities in the amount of $5.0 million.securities.
Cash used in financing activities
For the sixthree months ended June 30, 2023,March 31, 2024, cash used in financing activities was $111.1$10.8 million compared to $116.7$38.2 million for the same period in 2022.2023. The decrease in cash used in financing activities was primarilymainly due to a reduction in principallower cash payments on finance leasesfor debt in the amount of $6.3$17.8 million a decrease inand lower dividends paid for the year in the amount of $1.3$14.4 million, partially offset by a decreasean increase in proceeds from the exercisepurchases and cancellation of stock optionscommon shares in the amount of $2.4 million when compared to the six months ended June 30, 2022.$4.6 million.
Contractual Obligations
As of June 30, 2023,March 31, 2024, there have been no material changes in the Company’s contractual obligations since December 31, 20222023 to the Condensed Consolidated Financial Statements. Refer to Part II, Item 7 in the Annual Report on Form 10-K for information regarding the Company’s contractual obligations.
Non-GAAP Financial Measures
The Company has included certain non-GAAP financial measures to assist in understanding the Company's financial results. The non-GAAP financial measures are employed by the Company to measure its operating and economic performance and to assist in decision-making, as well as to provide key performance information to senior management. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors and other stakeholders will find this information useful to evaluate the Company's operating and financial performance; however, these non-GAAP performance measures do not have any standardized meaning. These performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. These non-GAAP measures should be read in conjunction with the Company's condensed consolidated financial statements.
Non-GAAP Measure - Cash Costs and AISC
Cash Costs and All-In Sustaining Costs (“AISC”) per payable ounce of gold and respective unit cost measures are non-U.S. GAAP metrics developed by the World Gold Council to provide transparency into the costs associated with producing gold and provide a standard for comparison across the industry. The World Gold Council is a market development organization for the gold industry.
The Company uses cash costs and cash costs per ounce of precious metals sold to monitor its operating performance internally. The most directly comparable measure prepared in accordance with GAAP is costCost of sales.sales. The Company believes these measures providethis measure provides investors and analysts with useful information about its underlying cash costs of operations and the impact of by-product credits on its cost structure. The Company also believes they areit is a relevant metricsmetric used to understand its operating profitability and ability to generate cash flow.profitability. When deriving the cost of sales associated with an ounce of precious metal, the Company includes by-product credits. Thereby allowingcredits, which allows management and other stakeholders to assess the net costs of gold and silver production. In calculating cash costs and cash costs per ounce, the Company also excludes the impact of specific items that are significant, but not reflective of its underlying operations.
AISC includes total costCost of sales incurred at the Company'sCompany’s mining operations, which forms the basis of cash costs. Additionally, the Company includes sustaining capital expenditures, sustaining mine-site exploration and evaluation costs, reclamation cost accretion and amortization, and general and administrative expenses. This measure seeks to reflect the ongoing cost of gold and silver production from current operations; therefore, expansionarygrowth capital is excluded. The Company determines sustaining capital to be capital expenditures that are necessary to maintain current production and non-sustaining expenditures are excluded. Certain other cash expenditures, including taxexecute the current mine plan. The Company determines growth capital to be those payments and financing costs are also excluded.used to develop new operations or related to projects at existing operations where those projects will materially benefit the operation.
The Company believes that AISC representsprovides additional information to management and stakeholders that provides visibility to better define the total costs associated with production and better understanding of producing gold and silver from currentthe economics of the Company's operations and provides the Company andperformance compared to other stakeholders with additional information about its operating performance and ability to generate cash flows. AISC allows the Company to assess its ability to support capital expenditures and to sustain future production from the generation of operating cash flows.producers.
WhenIn deriving the number of ounces of precious metal sold, the Company considers the physical ounces available for sale after the treatment and refining process, commonly referred to as payable metal, as this is what is sold to third parties.
The following tables provide a reconciliation of cost of sales to cash costs and AISC:
|
|
| | Three Months Ended June 30, 2023 |
| | Three Months Ended March 31, 2024 |
| (in thousands, unless otherwise noted) | (in thousands, unless otherwise noted) | | Çöpler | | Marigold | | Seabee | | Puna | | Corporate | | Total | (in thousands, unless otherwise noted) | | Çöpler | | Marigold | | Seabee | | Puna | | Corporate | | Total |
Cost of sales (GAAP)(1) | Cost of sales (GAAP)(1) | | $ | 54,949 | | $ | 63,965 | | $ | 18,272 | | $ | 33,454 | | $ | — | | $ | 170,640 | Cost of sales (GAAP) (1) | | $ | 24,423 | | $ | 49,071 | | $ | 24,433 | | $ | 27,974 | | $ | — | | $ | 125,901 |
| By-product credits | By-product credits | | (500) | | (37) | | (14) | | (10,462) | | — | | (11,013) | By-product credits | | (345) | | (1) | | (25) | | (9,065) | | — | | (9,436) |
| Treatment and refining charges | Treatment and refining charges | | — | | 276 | | 19 | | 3,749 | | — | | 4,044 | Treatment and refining charges | | 351 | | 73 | | 35 | | 1,482 | | — | | 1,941 |
| Cash costs (non-GAAP) | Cash costs (non-GAAP) | | 54,449 | | 64,204 | | 18,277 | | 26,741 | | — | | 163,671 | Cash costs (non-GAAP) | | 24,429 | | 49,143 | | 24,443 | | 20,391 | | — | | 118,406 |
| Sustaining capital expenditures | Sustaining capital expenditures | | 10,511 | | 31,312 | | 6,872 | | 2,477 | | — | | 51,172 | Sustaining capital expenditures | | 5,088 | | 2,305 | | 14,905 | | 3,359 | | — | | 25,657 |
| Sustaining exploration and evaluation expense | Sustaining exploration and evaluation expense | | 1,354 | | 3,829 | | — | | 2,299 | | — | | 7,482 | Sustaining exploration and evaluation expense | | — | | 354 | | — | | 354 |
Care and maintenance (4) | | Care and maintenance (4) | | 7,678 | | — | | 7,678 |
| Reclamation cost accretion and amortization | Reclamation cost accretion and amortization | | 427 | | 666 | | 761 | | 765 | | — | | 2,619 | Reclamation cost accretion and amortization | | 485 | | 935 | | 927 | | 2,148 | | — | | 4,495 |
| General and administrative expense and stock-based compensation expense | General and administrative expense and stock-based compensation expense | | 1,326 | | — | | — | | 37 | | 14,899 | | 16,262 | General and administrative expense and stock-based compensation expense | | — | | 12,861 |
| Total AISC (non-GAAP) | Total AISC (non-GAAP) | | $ | 68,067 | | $ | 100,011 | | $ | 25,910 | | $ | 32,319 | | $ | 14,899 | | $ | 241,206 | Total AISC (non-GAAP) | | $ | 37,680 | | $ | 52,737 | | $ | 40,275 | | $ | 25,898 | | $ | 12,861 | | $ | 169,451 |
| | Gold sold (oz) | Gold sold (oz) | | 49,197 | | | 60,389 | | | 15,330 | | | — | | | — | | | 124,916 | |
| Gold sold (oz) | |
| Gold sold (oz) | |
| Silver sold (oz) | Silver sold (oz) | | — | | | — | | | — | | | 1,856,600 | | | — | | | 1,856,600 | |
Gold equivalent sold (oz) (2)(3) | Gold equivalent sold (oz) (2)(3) | | 49,197 | | | 60,389 | | | 15,330 | | | 22,789 | | — | | | 147,705 | |
| Cost of sales per gold equivalent ounce sold(1) | | $ | 1,117 | | | $ | 1,059 | | | $ | 1,192 | | | $ | 1,468 | | | N/A | | $ | 1,155 | |
Cost of sales per gold equivalent ounce sold (1)(2) | |
Cost of sales per gold equivalent ounce sold (1)(2) | |
Cost of sales per gold equivalent ounce sold (1)(2) | |
| Cash cost per gold ounce sold | Cash cost per gold ounce sold | | $ | 1,107 | | | $ | 1,063 | | | $ | 1,192 | | | N/A | | N/A | | N/A | Cash cost per gold ounce sold | | $ | 1,020 | | | $ | | $ | 1,333 | | | $ | | $ | 859 | | | N/A | | N/A |
| Cash cost per silver ounce sold | Cash cost per silver ounce sold | | N/A | | N/A | | N/A | | $ | 14.40 | | | N/A | | N/A | Cash cost per silver ounce sold | | N/A | | $ | 12.29 | | | N/A | | N/A |
| Cash cost per gold equivalent ounce sold | | $ | 1,107 | | | $ | 1,063 | | | $ | 1,192 | | | $ | 1,173 | | | N/A | | $ | 1,108 | |
Cash cost per gold equivalent ounce sold (2) | |
| AISC per gold ounce sold | AISC per gold ounce sold | | $ | 1,384 | | | $ | 1,656 | | | $ | 1,690 | | | N/A | | N/A | | N/A | AISC per gold ounce sold | | $ | 1,573 | | | $ | | $ | 1,430 | | | $ | | $ | 1,416 | | | N/A | | N/A |
| AISC per silver ounce sold | AISC per silver ounce sold | | N/A | | N/A | | N/A | | $ | 17.41 | | | N/A | | N/A | AISC per silver ounce sold | | N/A | | $ | 15.61 | | | N/A | | N/A |
AISC per gold equivalent ounce sold(1) | | $ | 1,384 | | | $ | 1,656 | | | $ | 1,690 | | | $ | 1,418 | | | N/A | | $ | 1,633 | |
AISC per gold equivalent ounce sold (1)(2) | |
(1)Excludes depreciation, depletion, and amortization.
(2)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.
(3)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.
|
|
| | Three Months Ended June 30, 2022 |
| | Three Months Ended March 31, 2023 |
| (in thousands, unless otherwise noted) | (in thousands, unless otherwise noted) | | Çöpler | | Marigold | | Seabee | | Puna | | Corporate | | Total | (in thousands, unless otherwise noted) | | Çöpler | | Marigold | | Seabee | | Puna | | Corporate | | Total |
Cost of sales (GAAP)(1) | Cost of sales (GAAP)(1) | | $ | 63,095 | | $ | 50,422 | | $ | 19,015 | | $ | 32,396 | | $ | — | | $ | 164,928 | Cost of sales (GAAP) (1) | | $ | 74,646 | | $ | 54,541 | | $ | 23,265 | | $ | 46,845 | | — | | | $ | | $ | 199,297 |
| By-product credits | By-product credits | | (743) | | (22) | | (41) | | (11,836) | | — | | (12,642) | By-product credits | | (867) | | (36) | | (10) | | (18,014) | | — | | | (18,927) | | (18,927) |
| Treatment and refining charges | Treatment and refining charges | | — | | 142 | | 117 | | 3,433 | | — | | 3,692 | Treatment and refining charges | | — | | | 183 | | 183 | | 30 | | 5,498 | | — | | | 5,711 | | 5,711 |
| Cash costs (non-GAAP) | Cash costs (non-GAAP) | | 62,352 | | 50,542 | | 19,091 | | 23,993 | | — | | 155,978 | Cash costs (non-GAAP) | | 73,779 | | 54,688 | | 23,285 | | 34,329 | | — | | | 186,081 | | 186,081 |
| Sustaining capital expenditures | Sustaining capital expenditures | | 8,104 | | | 15,331 | | | 7,386 | | | 2,427 | | | — | | | 33,248 | |
| Sustaining exploration and evaluation expense | Sustaining exploration and evaluation expense | | 1,346 | | 618 | | — | | 115 | | — | | | 2,079 | Sustaining exploration and evaluation expense | | 761 | | 960 | | — | | 1,071 | | — | | | 2,792 | | 2,792 |
| | Reclamation cost accretion and amortization | |
| Reclamation cost accretion and amortization | |
| Reclamation cost accretion and amortization | Reclamation cost accretion and amortization | | (133) | | 557 | | 209 | | 432 | | — | | | 1,065 | | 427 | | 646 | | 655 | | 765 | | — | | | 2,493 | | 2,493 |
| General and administrative expense and stock-based compensation expense | General and administrative expense and stock-based compensation expense | | 800 | | 1 | | 8 | | 15 | | 18,644 | | 19,468 | General and administrative expense and stock-based compensation expense | | 736 | | — | | | — | | — | | | 52 | | 52 | | 17,753 | | 18,541 |
| Total AISC (non-GAAP) | Total AISC (non-GAAP) | | $ | 72,469 | | $ | 67,049 | | $ | 26,694 | | $ | 26,982 | | $ | 18,644 | | $ | 211,838 | Total AISC (non-GAAP) | | $ | 82,406 | | $ | 85,310 | | $ | 37,075 | | $ | 39,046 | | $ | 17,753 | | $ | 261,590 |
| | Gold sold (oz) | Gold sold (oz) | | 57,846 | | | 45,983 | | | 42,500 | | | — | | | — | | | 146,329 | |
| Gold sold (oz) | |
| Gold sold (oz) | |
| Silver sold (oz) | Silver sold (oz) | | — | | | — | | | — | | | 1,771,455 | | | — | | | 1,771,455 | |
Gold equivalent sold (oz) (2)(3) | Gold equivalent sold (oz) (2)(3) | | 57,846 | | | 45,983 | | | 42,500 | | | 20,872 | | — | | | 167,201 | |
| Cost of sales per gold equivalent ounce sold(1) | | $ | 1,091 | | | $ | 1,097 | | | $ | 447 | | | $ | 1,552 | | | N/A | | $ | 986 | |
Cost of sales per gold equivalent ounce sold (1)(2) | |
Cost of sales per gold equivalent ounce sold (1)(2) | |
Cost of sales per gold equivalent ounce sold (1)(2) | |
| Cash cost per gold ounce sold | Cash cost per gold ounce sold | | $ | 1078 | | | $ | 1099 | | | $ | 449 | | | N/A | | N/A | | N/A | Cash cost per gold ounce sold | | $ | 1,272 | | | $ | | $ | 1,066 | | | $ | | $ | 1,386 | | | N/A | | N/A |
| Cash cost per silver ounce sold | Cash cost per silver ounce sold | | N/A | | N/A | | N/A | | $ | 13.54 | | | N/A | | N/A | Cash cost per silver ounce sold | | N/A | | $ | 14.41 | | | N/A | | N/A |
| Cash cost per gold equivalent ounce sold | | $ | 1078 | | | $ | 1099 | | | $ | 449 | | | $ | 1,150 | | | N/A | | $ | 933 | |
Cash cost per gold equivalent ounce sold (2) | |
| AISC per gold ounce sold | AISC per gold ounce sold | | $ | 1,253 | | | $ | 1,458 | | | $ | 628 | | | N/A | | N/A | | N/A | AISC per gold ounce sold | | $ | 1,420 | | | $ | | $ | 1,663 | | | $ | | $ | 2,207 | | | N/A | | N/A |
| AISC per silver ounce sold | AISC per silver ounce sold | | N/A | | N/A | | N/A | | $ | 15.23 | | | N/A | | N/A | AISC per silver ounce sold | | N/A | | $ | 16.40 | | | N/A | | N/A |
AISC per gold equivalent ounce sold(2) | AISC per gold equivalent ounce sold(2) | | $ | 1,253 | | $ | 1,458 | | $ | 628 | | $ | 1,293 | | N/A | | $ | 1,267 | AISC per gold equivalent ounce sold (2) | | $ | 1,420 | | $ | 1,663 | | $ | 2,207 | | $ | 1,373 | | N/A | | $ | 1,693 |
(1)Excludes depreciation, depletion, and amortization.
(2)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.
(3)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2023 |
| (in thousands, unless otherwise noted) | | Çöpler | | Marigold | | Seabee | | Puna | | Corporate | | Total |
Cost of sales (GAAP)(1) | | $ | 129,595 | | $ | 118,506 | | $ | 41,537 | | $ | 80,299 | | $ | — | | $ | 369,937 |
| By-product credits | | (1,367) | | (74) | | (24) | | (28,476) | | — | | (29,941) |
| Treatment and refining charges | | — | | 459 | | 49 | | 9,247 | | — | | 9,755 |
| Cash costs (non-GAAP) | | 128,228 | | 118,891 | | 41,562 | | 61,070 | | — | | 349,751 |
| Sustaining capital expenditures | | 17,214 | | | 64,434 | | | 20,007 | | | 5,307 | | | — | | 106,962 | |
| Sustaining exploration and evaluation expense | | 2,115 | | 683 | | — | | 3,371 | | — | | 6,169 |
| Reclamation cost accretion and amortization | | 854 | | 1,311 | | 1,416 | | 1,530 | | — | | 5,111 |
| General and administrative expense and stock-based compensation expense | | 2,062 | | — | | — | | 89 | | 32,652 | | 34,803 |
| Total AISC (non-GAAP) | | $ | 150,473 | | $ | 185,319 | | $ | 62,985 | | $ | 71,367 | | $ | 32,652 | | $ | 502,796 |
| | | | | | | | | | | | |
| Gold sold (oz) | | 107,211 | | | 111,686 | | | 32,130 | | | — | | | — | | | 251,027 | |
| Silver sold (oz) | | — | | | — | | | — | | | 4,238,140 | | | — | | | 4,238,140 | |
Gold equivalent sold (oz) (2)(3) | | 107,211 | | | 111,686 | | | 32,130 | | | 51,235 | | — | | | 302,262 | |
| | | | | | | | | | | | |
Cost of sales per gold equivalent ounce sold(1) | | $ | 1,209 | | | $ | 1,061 | | | $ | 1,293 | | | $ | 1,567 | | | N/A | | $ | 1,224 | |
| Cash cost per gold ounce sold | | $ | 1,196 | | | $ | 1,065 | | | $ | 1,294 | | | N/A | | N/A | | N/A |
| Cash cost per silver ounce sold | | N/A | | N/A | | N/A | | $ | 14.41 | | | N/A | | N/A |
| Cash cost per gold equivalent ounce sold | | $ | 1,196 | | | $ | 1,065 | | | $ | 1,294 | | | $ | 1,192 | | | N/A | | $ | 1,157 | |
| AISC per gold ounce sold | | $ | 1,404 | | | $ | 1,659 | | | $ | 1,960 | | | N/A | | N/A | | N/A |
| AISC per silver ounce sold | | N/A | | N/A | | N/A | | $ | 16.84 | | | N/A | | N/A |
AISC per gold equivalent ounce sold(1) | | $ | 1,404 | | | $ | 1,659 | | | $ | 1,960 | | | $ | 1,393 | | | N/A | | $ | 1,663 | |
(1)Excludes depreciation, depletion, and amortization.
(2)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.
(3)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2022 |
| (in thousands, unless otherwise noted) | | Çöpler | | Marigold | | Seabee | | Puna | | Corporate | | Total |
Cost of sales (GAAP)(1) | | $ | 125,679 | | | $ | 89,157 | | | $ | 35,425 | | | $ | 68,187 | | | $ | — | | | $ | 318,448 | |
| By-product credits | | (2,207) | | | (63) | | | (77) | | | (28,569) | | | — | | | (30,916) | |
| Treatment and refining charges | | — | | | 177 | | | 207 | | | 7,366 | | | — | | | 7,750 | |
| Cash costs (non-GAAP) | | 123,472 | | | 89,271 | | | 35,555 | | | 46,984 | | | — | | | 295,282 | |
| Sustaining capital expenditures | | 14,479 | | | 33,566 | | | 19,261 | | | 4,640 | | | — | | | 71,946 | |
| Sustaining exploration and evaluation expense | | 1,728 | | | 935 | | | — | | | 165 | | | — | | | 2,828 | |
| Reclamation cost accretion and amortization | | 262 | | | 1,070 | | | 351 | | | 863 | | | — | | | 2,546 | |
| General and administrative expense and stock-based compensation expense | | 1,714 | | | 1 | | | 11 | | | 163 | | | 33,818 | | | 35,707 | |
| Total AISC (non-GAAP) | | $ | 141,655 | | | $ | 124,843 | | | $ | 55,178 | | | $ | 52,815 | | | $ | 33,818 | | | $ | 408,309 | |
| | | | | | | | | | | | |
| Gold sold (oz) | | 130,271 | | | 82,937 | | | 90,300 | | | — | | | — | | | 303,508 | |
| Silver sold (oz) | | — | | | — | | | — | | | 3,531,842 | | | — | | | 3,531,842 | |
Gold equivalent sold (oz) (2)(3) | | 130,271 | | | 82,937 | | | 90,300 | | | 43,385 | | — | | | 346,893 | |
| | | | | | | | | | | | |
Cost of sales per gold equivalent ounce sold(1) | | $ | 965 | | | $ | 1,075 | | | $ | 392 | | | $ | 1,572 | | | N/A | | $ | 918 | |
| Cash cost per gold ounce sold | | $ | 948 | | | $ | 1,076 | | | $ | 394 | | | N/A | | N/A | | N/A |
| Cash cost per silver ounce sold | | N/A | | N/A | | N/A | | $ | 13.30 | | | N/A | | N/A |
| Cash cost per gold equivalent ounce sold | | $ | 948 | | | $ | 1,076 | | | $ | 394 | | | $ | 1,083 | | | N/A | | $ | 851 | |
| AISC per gold ounce sold | | $ | 1,087 | | | $ | 1,505 | | | $ | 611 | | | N/A | | N/A | | N/A |
| AISC per silver ounce sold | | N/A | | N/A | | N/A | | $ | 14.95 | | | N/A | | N/A |
AISC per gold equivalent ounce sold(2) | | $ | 1,087 | | | $ | 1,505 | | | $ | 611 | | | $ | 1,217 | | | N/A | | $ | 1,177 | |
(1)Excludes depreciation, depletion, and amortization.
(2)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.
(3)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.
Non-GAAP Measure - Adjusted Attributable Net Income (Loss)
Adjusted attributable net income (loss) and adjusted attributable net income (loss) per share are used by management and investors to measure the Company'sCompany’s underlying operating performance. The most directly comparable financial measures prepared in accordance with GAAP are Net income (loss) attributable to SSR Mining shareholders and Net income (loss) per share attributable to SSR Mining shareholders. Adjusted attributable net income (loss) is defined as net income (loss) adjusted to exclude the after-tax impact of specific items that are significant, but not reflective of the Company'sCompany’s underlying operations, including impairment adjustments;charges; and inflationary impacts on tax balances; transaction, integration and SEC conversion costs; changes in tax rate for other non-recurring items. SEC conversion costs are the costs associated with the Company's transition in 2022 from being a foreign private issuer to a domestic reporting issuer for purposes of the SEC's reporting and other requirements.balances.
The following table provides a reconciliation of Net income (loss) attributable to SSR Mining shareholders to adjusted net income (loss) attributable to SSR Mining shareholders:
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| (in thousands, except per share) | |
| (in thousands, except per share) | |
| (in thousands, except per share) | (in thousands, except per share) | 2023 | | 2022 | | 2023 | | 2022 |
| Net income (loss) attributable to SSR Mining shareholders (GAAP) | Net income (loss) attributable to SSR Mining shareholders (GAAP) | $ | 74,866 | | | $ | 58,488 | | | $ | 104,679 | | | $ | 126,051 | |
| Net income (loss) attributable to SSR Mining shareholders (GAAP) | |
| Net income (loss) attributable to SSR Mining shareholders (GAAP) | |
| Interest saving on 2019 Notes, net of tax | |
| Interest saving on 2019 Notes, net of tax | |
| Interest saving on 2019 Notes, net of tax | Interest saving on 2019 Notes, net of tax | | 1,236 | | | 1,230 | | | 2,456 | | | 2,446 | |
| Net income (loss) used in the calculation of diluted net income per share | Net income (loss) used in the calculation of diluted net income per share | $ | 76,102 | | | $ | 59,718 | | | $ | 107,135 | | | $ | 128,497 | |
| Net income (loss) used in the calculation of diluted net income per share | |
| Net income (loss) used in the calculation of diluted net income per share | |
| | Weighted-average shares used in the calculation of net income and adjusted net income (loss) per share | |
| Weighted-average shares used in the calculation of net income | |
| | Weighted-average shares used in the calculation of net income | |
| | Weighted-average shares used in the calculation of net income | |
| Basic | Basic | | 204,680 | | | 212,600 | | | 205,723 | | | 212,512 | |
| Basic | |
| Basic | |
| Diluted | |
| Diluted | |
| Diluted | Diluted | | 217,320 | | | 225,084 | | | 218,347 | | | 224,962 | |
| | Net income (loss) per share attributable to SSR Mining shareholders (GAAP) | Net income (loss) per share attributable to SSR Mining shareholders (GAAP) | |
| | Net income (loss) per share attributable to SSR Mining shareholders (GAAP) | |
| | Net income (loss) per share attributable to SSR Mining shareholders (GAAP) | |
| Basic | Basic | $ | 0.37 | | | $ | 0.28 | | | $ | 0.51 | | | $ | 0.59 | |
| Basic | |
| Basic | |
| Diluted | |
| Diluted | |
| Diluted | Diluted | $ | 0.35 | | | $ | 0.27 | | | $ | 0.49 | | | $ | 0.57 | |
| | Adjustments: | Adjustments: | |
| | Adjustments: | |
| Foreign exchange loss (gain) (2) | | — | | | 4,869 | | | — | | | 8,156 | |
| Adjustments: | |
| | Artmin transaction and integration costs | | 377 | | | — | | | 377 | | | — | |
| SEC conversion costs | | — | | | — | | | — | | | 1,217 | |
| | Effects of the Çöpler Incident (1) | |
| Effects of the Çöpler Incident (1) | |
| Effects of the Çöpler Incident (1) | |
| Change in fair value of marketable securities | Change in fair value of marketable securities | | 746 | | | 2,876 | | | (1,120) | | | 3,799 | |
| Change in fair value of marketable securities | |
| Change in fair value of marketable securities | |
| Loss (gain) on sale of mineral properties, plant and equipment | |
| Loss (gain) on sale of mineral properties, plant and equipment | |
| Loss (gain) on sale of mineral properties, plant and equipment | Loss (gain) on sale of mineral properties, plant and equipment | | 810 | | | 757 | | | 1,050 | | | 1,341 | |
| | Income tax impact related to above adjustments | Income tax impact related to above adjustments | | (109) | | | (945) | | | 30 | | | (1,653) | |
Foreign exchange (gain) loss and inflationary impacts on tax balances (2) | | (1,587) | | | 755 | | | (10,741) | | | (6,169) | |
Other tax adjustments(1) | | — | | | — | | | 2,101 | | | — | |
| | Income tax impact related to above adjustments | |
| | Income tax impact related to above adjustments | |
| Inflationary impacts on tax balances | |
| Inflationary impacts on tax balances | |
| Inflationary impacts on tax balances | |
| Other tax adjustments (2) | |
| Other tax adjustments (2) | |
| Other tax adjustments (2) | |
| | Adjusted net income (loss) attributable to SSR Mining shareholders (Non-GAAP) | |
| | Adjusted net income (loss) attributable to SSR Mining shareholders (Non-GAAP) | |
| | Adjusted net income (loss) attributable to SSR Mining shareholders (Non-GAAP) | Adjusted net income (loss) attributable to SSR Mining shareholders (Non-GAAP) | $ | 75,103 | | $ | 66,800 | | $ | 96,376 | | $ | 132,742 |
| | Adjusted net income (loss) per share attributable to SSR Mining shareholders (Non-GAAP) | Adjusted net income (loss) per share attributable to SSR Mining shareholders (Non-GAAP) | |
| | Adjusted net income (loss) per share attributable to SSR Mining shareholders (Non-GAAP) | |
| | Adjusted net income (loss) per share attributable to SSR Mining shareholders (Non-GAAP) | |
| Basic | Basic | $ | 0.37 | | $ | 0.31 | | $ | 0.47 | | $ | 0.62 |
| Diluted | $ | 0.35 | | $ | 0.30 | | $ | 0.45 | | $ | 0.60 |
| Basic | |
| Basic | |
Diluted (3) | |
Diluted (3) | |
Diluted (3) | |
(1)The effects of the Çöpler Incident represent the following unusual and nonrecurring charges: (1) reclamation costs of $9.0 million and remediation costs of $209.3 million (amounts are presented net of pre-tax attributable to non-controlling interest of $50.1 million); (2) impairment charges of $91.4 million related to plans to permanently close the heap leach pad (amount is presented net of pre-tax attributable to non-controlling interest of $22.8 million); and (3) contingencies of $12.3 million (amount is presented net of pre-tax attributable to non-controlling interest of $3.0 million). Refer to Note 3 to the Condensed Consolidated Financial Statements for further details related to the impact of the Çöpler Incident.
(2)Represents charges related to a one-time tax imposed by Türkiye to fund earthquake recovery efforts, offset by a release of an uncertain tax position.
position during the three months ended March 31, 2023.
(2)(3)Effective January 1, 2023,Adjusted net income (loss) per diluted share attributable to SSR Mining shareholders is calculated using diluted common shares, which are calculated in accordance with GAAP. For the Company no longer adjuststhree months ended March 31, 2024, $1.2 million interest saving on 2019 Notes, net of tax, and potentially dilutive shares of approximately 12.9 million were excluded from the computation of diluted loss per common share attributable to SSR Mining shareholders in the Condensed Consolidated Statement of Operations as they were antidilutive. These interest savings and shares were included in the computation of adjusted net income (loss) per diluted share attributable to SSR Mining shareholders for the effects of foreign exchange gains and losses.three months ended March 31, 2024.
Non-GAAP Measure - Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") and Adjusted EBITDA
EBITDA represents net income (loss) before interest, taxes, depreciation, and amortization. EBITDA is an indicator of the Company'sCompany’s ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations, and fund capital expenditures.
Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, and amortization, adjusted to exclude the impact of specific items that are significant, but not reflective of the Company'sCompany’s underlying operations, including impairment charges; transaction, integration and SEC conversion costs; and other non-recurring items.charges.
The most directly comparable financial measure prepared in accordance with GAAP to EBITDA and Adjusted EBITDA is Net income (loss) attributable to SSR Mining shareholders.
The following is a reconciliation of Net income (loss) attributable to SSR Mining shareholders to EBITDA and adjusted EBITDA:
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
| Three Months Ended March 31, | |
(in thousands) | |
(in thousands) | |
(in thousands) | (in thousands) | 2023 | | 2022 | | 2023 | | 2022 |
| Net income (loss) attributable to SSR Mining shareholders (GAAP) | Net income (loss) attributable to SSR Mining shareholders (GAAP) | $ | 74,866 | | | $ | 58,488 | | | $ | 104,679 | | | $ | 126,051 | |
| Net income (loss) attributable to SSR Mining shareholders (GAAP) | |
| Net income (loss) attributable to SSR Mining shareholders (GAAP) | |
| Net income (loss) attributable to non-controlling interests | |
| Net income (loss) attributable to non-controlling interests | |
| Net income (loss) attributable to non-controlling interests | Net income (loss) attributable to non-controlling interests | | 47,510 | | | 9,031 | | | 46,701 | | | 17,574 | |
| Depletion, depreciation and amortization | Depletion, depreciation and amortization | | 44,641 | | | 53,848 | | | 91,736 | | | 112,590 | |
| Depletion, depreciation and amortization | |
| Depletion, depreciation and amortization | |
| Interest expense | |
| Interest expense | |
| Interest expense | Interest expense | | 4,959 | | | 4,273 | | | 10,019 | | | 8,568 | |
| Income and mining tax expense (benefit) | Income and mining tax expense (benefit) | | (83,388) | | | (8,979) | | | (80,600) | | | 22,583 | |
| Income and mining tax expense (benefit) | |
| Income and mining tax expense (benefit) | |
| EBITDA (non-GAAP) | |
| EBITDA (non-GAAP) | |
| EBITDA (non-GAAP) | EBITDA (non-GAAP) | | 88,588 | | | | 116,661 | | | | 172,535 | | | | 287,366 | |
| Effects of the Çöpler Incident (1) | |
| Foreign exchange loss (gain) (1) | | — | | | | 4,869 | | | | — | | | | 8,156 | |
Effects of the Çöpler Incident (1) | |
| | Artmin transaction and integration costs | | 377 | | | — | | | 377 | | | — | |
| SEC conversion costs | | — | | | — | | | — | | | 1,217 | |
| Effects of the Çöpler Incident (1) | |
| Change in fair value of marketable securities | |
| Change in fair value of marketable securities | |
| Change in fair value of marketable securities | Change in fair value of marketable securities | | 746 | | | 2,876 | | | (1,120) | | | 3,799 | |
| Loss (gain) on sale of mineral properties, plant and equipment | Loss (gain) on sale of mineral properties, plant and equipment | | 810 | | | 757 | | | 1,050 | | | 1,341 | |
| | Loss (gain) on sale of mineral properties, plant and equipment | |
| Loss (gain) on sale of mineral properties, plant and equipment | |
| Adjusted EBITDA (non-GAAP) | Adjusted EBITDA (non-GAAP) | $ | 90,521 | | | $ | 125,163 | | | $ | 172,842 | | | $ | 301,879 | |
| Adjusted EBITDA (non-GAAP) | |
| Adjusted EBITDA (non-GAAP) | |
(1)Effective January 1, 2023, the Company no longer adjusts for theThe effects of foreign exchange gainsthe Çöpler Incident represent the following unusual and losses.nonrecurring charges: (1) reclamation costs of $11.2 million and remediation costs of $261.7 million; (2) impairment charges of $114.2 million related to plans to permanently close the heap leach pad; and (3) contingencies of $15.3 million. Refer to Note 3 to the Condensed Consolidated Financial Statements for further details related to the impact of the Çöpler Incident.
Non-GAAP Measure - Free Cash Flow
The Company uses free cash flow to supplement information in its condensed consolidated financial statements. The most directly comparable financial measures prepared in accordance with GAAP is Cash provided by (used in) operating activities. The Company believes that in addition to conventional measures prepared in accordance with US GAAP, certain investors and analysts use this information to evaluate the ability of the Company to generate cash flow after capital investments and build the Company'sCompany’s cash resources. The Company calculates free cash flow by deducting cash capital spending from cash generated by operating activities. The Company does not deduct payments made for business acquisitions.
The following table provides a reconciliation of Cash provided by operating activities to free cash flow: | | Six Months Ended June 30, |
| | Three Months Ended March 31, | | | | Three Months Ended March 31, |
| (in thousands) | (in thousands) | | 2023 | | 2022 | (in thousands) | | 2024 | | 2023 |
| Cash provided by operating activities (GAAP) | Cash provided by operating activities (GAAP) | | $ | 83,310 | | $ | 95,025 | Cash provided by operating activities (GAAP) | | $ | 24,631 | | $ | 2,967 |
| Expenditures on mineral properties, plant and equipment | Expenditures on mineral properties, plant and equipment | | (117,177) | | | (51,492) | |
| Free cash flow (non-GAAP) | Free cash flow (non-GAAP) | | $ | (33,867) | | $ | 43,533 | Free cash flow (non-GAAP) | | $ | (9,404) | | $ | (56,275) |
Critical Accounting Estimates
Refer to the Company’s Management’s Discussion and Analysis of Critical Accounting Estimates included in Part II of Form 10-K.
New Accounting Pronouncements
For a discussion of Recently Issued Accounting Pronouncements, see Note 2 of the Condensed Consolidated Financial Statements.
Forward-Looking Statements
Certain statements contained in this report (including information incorporated by reference herein) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be covered by the safe harbor provided for under these sections. Forward looking statements can be identified with words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “intend,” “estimate,” “projects,” “predict,” “potential,” “continue” and similar expressions, as well as statements written in the future tense. When made, forward-looking statements are based on information known to management at such time and/or management’s good faith belief with respect to future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the Company's forward-looking statements. Many of these factors are beyond the Company's ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on forward-looking statements.
Forward-looking statements include, without limitation, the types of statements listed under the heading “Forward-Looking Statements” in Part I, Item 1. Business of the Form 10-K.
The forward-looking information and statements in this report are based on a number of material factors and assumptions, including, but not limited to the factors discussed in the Form 10-K, including those discussed in the ���Business,” “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of those reports. Such factors are not exhaustive of the factors that may affect any of the Company’s forward-looking statements and information, and such statements and information will not be updated to reflect events or circumstances arising after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risks during the sixthree month period ended June 30, 2023.March 31, 2024.
For additional information on market risks, refer to “Disclosures About Market Risks” included in Part II, Items 7A of the Annual Report on Form 10-K for the year ended December 31, 2022.2023.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s Management assessed the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based upon its assessment, Management concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2023.March 31, 2024.
Changes in Internal Control Over Financial Reporting
ThereAs of January 1, 2024, the Company’s management implemented a new enterprise resource planning (“ERP”) system, SAP, as part our plan to enhance functionality and to support our existing and future operations. As a result of this implementation, certain internal controls over financial reporting have been modified or implemented to address the new control environment associated with this ERP system. Other than the implementation of this ERP system, there were no changes in the Company’s internal control over financial reporting that occurred during the three months ended June 30, 2023,March 31, 2024, that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company and its subsidiaries have become involved in litigation relating to claims arising out of operations in the normal course of business. Information regarding legal proceedings is contained in Note 1718 to the Condensed Consolidated Financial Statements contained in this Report and is incorporated herein by reference.
On March 18, 2024 and March 22, 2024, two related putative securities class actions, Karam Akhras v. SSR Mining Inc., et. al., Case No. 24-cv-00739 and Eric Lindemann v. SSR Mining Inc., et. al., Case No. 24-cv-00808, were filed in the United States District Court for the District of Colorado (collectively, the “US Securities Actions”). The US Securities Actions assert claims for alleged violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against the Company, as well as certain of its current and former members of management (the “Individual Defendants”, and together with the Company, the “Defendants”) and for alleged violations of Section 20(a) of the Exchange Act against the Individual Defendants. The complaints allege that certain public statements made by the Defendants were rendered materially false and misleading with respect to, among other things, the adequacy of the Company’s internal controls relating to its safety practices and operational integrity at its Çöpler mining facility in Türkiye.
Additionally, two putative securities class actions, Glenna Padley v. SSR Mining Inc., et. al. and Abdurrazag Mutat v. SSR Mining Inc., et al., were filed on March 27, 2024 and April 23, 2024, respectively, in the Supreme Court of British Columbia (the “BC Actions”). Two additional putative securities class actions, Chao Liang v. SSR Mining Inc., et. al. and Michael Jones v. SSR Mining., et. al., were filed on April 5, 2024 and May 1, 2024, respectively, in the Ontario Superior Court of Justice (together with the BC Actions, the “Canadian Securities Actions”). The Canadian Securities Actions assert claims for alleged misrepresentations by the Defendants at common law and in contravention of applicable Provincial securities law disclosure obligations.
The US Securities Actions and Canadian Securities Actions seek unspecified compensatory damages on behalf of the putative class members. The Company, along with the Individual Defendants, are defending themselves against these claims.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item IA., “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.2023. The risks described in the Annual Report and herein are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that is deemed to be immaterial may also materially adversely affect the business, financial condition, cash flows and/or future results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company’s previous Normal Course Issuer bid, which commenced on June 20, 2022, expired on June 19, 2023 (the “2022 NCIB”). Under the 2022 NCIB, the Company was authorized to purchase for cancellation up to 10,600,000 common shares. The Company purchased and cancelled a total of 9,080,119 common shares under the 2022 NCIB via open market purchases through the facilities of the TSX and Nasdaq at a weighted average price paid per common share of $15.89 for approximately $145.3 million.
The Company’s Board of Directors authorized a new Normal Course Issuer Bid on June 16, 2023 (the “2023 NCIB”). Under the 2023 NCIB, the Company is authorized to purchase for cancellation up to 10,200,000 common shares through the facilities of the TSX, Nasdaq or other Canadian and U.S. marketplaces over a twelve month period beginning June 20, 2023 and ending June 19, 2024. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including trading volume, market conditions, legal requirements, business conditions and other factors. The 2023 NCIB may be discontinued at any time, and the program does not obligate the Company to acquire any specific number of shares of its common stock.
Following the Çöpler Incident, the Company delivered notice to its designated broker to terminate its automatic share purchase plan effective March 1, 2024 and the Company ceased all share repurchases under the 2023 NCIB. The Company does not know at this time when it may resume share repurchases.The following table summarizes purchases by the Company, or an affiliated purchaser, of the Company’s equity securities registered pursuant to Section 12 of the Exchange Act during the three months ended June 30, 2023:March 31, 2024, prior to the Çöpler Incident:
| | | | | | | | | | | | | | |
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share
(1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
| April 1 - April 30 | 1,564,065 | 15.18 | 7,965,362 | 2,634,638 |
| May 1 - May 31 | 890,157 | 14.71 | 8,855,519 | 1,744,481 |
June 1 - June 30(3) | 224,600 | 14.58 | 9,080,119 | 10,200,000(4) |
| | | | | | | | | | | | | | |
| Period | Total Number of Shares Purchased(1) | Average Price Paid Per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2) |
| January 1 - January 31 | 553,300 | $10.16 | 1,493,162 | 8,706,838 |
| February 1 - February 29 | 563,800 | $7.04 | 2,056,962 | 8,143,038 |
| March 1 - March 31 | - | - | 2,056,962 | 8,143,038 |
(1)The total number of shares purchased (and the average price paid per share) reflects shares purchased pursuant to the 20222023 NCIB. No shares were purchased in the quarter ended March 31, 2024 pursuant to the 2023 NCIB.
(2)The Company's Board of Directors previously authorized the 2022 NCIB, under which the Company was authorized to purchase up to 10,600,000 common shares. The program commenced June 20, 2022 and on March 27, 2023, the Board of Directors authorized the Company to make additional purchases under the 2022 NCIB up to an aggregate 10,600,000 common shares through June 19, 2023. The Company’s Board of Directors authorized the 2023 NCIB, under which the Company is authorized to repurchase up to 10,200,000 common shares during the period commencing June 20, 2023 and ending on June 19, 2024.
(3) All shares purchased in June were purchased pursuant to the 2022 NCIB. No shares were purchased in the quarterly period ended June 30, 2023 pursuant to the 2023 NCIB, which commenced on June 20, 2023.
(4) The 10,200,000 shares represent the maximum number of shares that may be purchased under the 2023 NCIB.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
The Company is required to report certain 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, and that required information is included in Exhibit 95 to this Quarterly Report, which is incorporated herein by reference.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements by our Directors and Officers
During the quarterly period covered by this report, ourthe following directors and officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) did not adopt, terminate or modifyadopted a Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as defined in Item 408 Regulation S-K). Each 10b5-1 trading arrangement was entered into in writing in good faith, has a term of one year, and is subject to a mandatory cooling off period of 90 days following adoption of the trading arrangement. Because of pricing and timing conditions in each 10b5-1 trading arrangement, it is not yet determinable how many shares actually will be sold under each plan prior to its expiration date.
On September 28, 2023, Rod Antal, the Company’s Executive Chairman, adopted a Rule 10b5-1 trading arrangement for the sale of up to 200,000 common shares, which was originally scheduled to expire on December 31, 2024. Following the Çöpler Incident, Mr. Antal terminated this 10b5-1 trading arrangement on March 18, 2024.
On September 28, 2023, Michael Sparks, the Company’s Executive Vice President, Chief Legal and Administrative Officer, adopted a Rule 10b5-1 trading arrangement for the sale and donation of up to 37,000 common shares, which was originally scheduled to expire on December 31, 2024. Following the Çöpler Incident, Mr. Sparks terminated this 19b5-1 trading arrangement on February 20, 2024.
On September 29, 2023, F. Edward Farid, the Company’s Executive Vice President, Chief Corporate Development Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 27,500 common shares, which was originally scheduled to expire on December 31, 2024. Following the Çöpler Incident, Mr. Farid terminated this 10b5-1 trading arrangement on February 20, 2024.
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| | | | | | | | |
| Exhibit Number | |
10.1 ++++* | |
| 10.2 +* | |
| 10.3 +* | Amendment and Restatementto Employment Agreement, made effective as of March 7, 2024, between SSR Deed, dated July 26, 2023,Management among Anagold Madencilik Sanayi ve Ticaret A.S.Inc., as Borrower, Alacer Gold Corp., as Parent, Lidya Madencilik Sanayi ve Ticaret A.S., Alacer Gold Madencilik A.S. and Banka Kombetare Tregtare SHA, as Shareholders, and ING Bank N.V., as Facility Agent and Security Holder (with the amended and restated Facility Agreement, originally dated September 21, 2015 attached as Schedule 1 thereto).Michael J. Sparks. |
| 31.1 + | |
| 31.2 + | |
| 32.1++ | |
| 32.2++ | |
| 95 + | |
| 101 | 101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE | XBRL Instance - XBRL tags are embedded within the Inline XBRL document
XBRL Taxonomy Extension Schema
XBRL Taxonomy Extension Calculation
XBRL Taxonomy Extension Definition
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XBRL Taxonomy Extension Presentation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Filed herewith | |
| ++ | Furnished herewith | |
+++ | Previously filed | |
| * | Indicates a management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | |
| SSR MINING INC.
Registrant |
Date: August 2, 2023May 8, 2024 | /s/ Alison WhiteMichael J. Sparks |
| Name: Alison WhiteMichael J. Sparks
Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
| |
Date: August 2, 2023May 8, 2024 | /s/ Russell Farnsworth |
| Name: Russell Farnsworth
Title: Vice President, Controller (Principal Accounting Officer) |