Fortitude Gold Corp 10-Q for FY2024 Q2
Fortitude Gold Corp (FTCO)
About this 10-Q
Fortitude Gold Corp filed this 10-Q on July 30, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $9.55M
- down 50.3% from $19.22M a year earlier
- Net loss
- $138K
- compared with net income of $3.6M a year earlier
- Diluted EPS
- -$0.01
- compared with $0.15 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) |
EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices)
(
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading symbol | Name of Exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | |
Large accelerated filer | ◻ | Accelerated filer | ◻ | | |
| | | | | |
⌧ | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 29 2024, the registrant had
TABLE OF CONTENTS
| |
| Page | |
|---|---|---|---|---|
| | | | |
| | | ||
| | 1 | ||
| | Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023 | | 1 |
| | | 2 | |
| | | 3 | |
| | | 4 | |
| | Notes to Condensed Consolidated Financial Statements (Unaudited) | | 5 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 12 | |
| | 20 | ||
| | 20 | ||
| | | ||
| | 20 | ||
| | 20 | ||
| | 20 | ||
| | 20 | ||
| | 21 | ||
| | 22 | ||
| | | 23 |
PART I – FINANCIAL INFORMATION
ITEM 1. Financial Statements
FORTITUDE GOLD CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in thousands, except per share data)
| | June 30, | | December 31, | ||
|
| 2024 |
| 2023 | ||
| | (Unaudited) | |
| | |
ASSETS | | |
| | |
|
Current assets: | | |
| | |
|
Cash and cash equivalents | | $ | | | $ | |
Gold and silver rounds/bullion | | | | | | |
Accounts receivable | |
| | |
| |
Inventories | |
| | |
| |
Prepaid taxes | | | | | | |
Prepaid expenses and other current assets | |
| | |
| |
Total current assets | |
| | |
| |
Property, plant and mine development, net | |
| | |
| |
Operating lease assets, net | |
| — | |
| |
Deferred tax assets | | | | | | |
Leach pad inventories | | | | | | |
Other non-current assets | |
| | |
| |
Total assets | | $ | | | $ | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
|
| |
|
|
Current liabilities: | |
|
| |
|
|
Accounts payable | | $ | | | $ | |
Operating lease liabilities, current | |
| — | |
| |
Mining taxes payable | |
| | |
| |
Other current liabilities | |
| | |
| |
Total current liabilities | |
| | |
| |
Asset retirement obligations | |
| | |
| |
Total liabilities | |
| | |
| |
Shareholders' equity: | |
|
| |
|
|
Preferred stock - $ | |
| |
| ||
Common stock - $ | |
| | |
| |
Additional paid-in capital | |
| | |
| |
Retained earnings | |
| | |
| |
Total shareholders' equity | |
| | |
| |
Total liabilities and shareholders' equity | | $ | | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
FORTITUDE GOLD CORPORATION
Condensed Consolidated Statements of Operations
(U.S. Dollars in thousands, except per share data)
(Unaudited)
|
| Three months ended | | Six months ended | | ||||||||
| | June 30, | | June 30, | | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | | ||||
Sales, net | | $ | | | $ | | | $ | | | $ | | |
Mine cost of sales: | |
|
| |
|
| |
|
| |
|
| |
Production costs | |
| | |
| | |
| | |
| | |
Depreciation and amortization | |
| | |
| | |
| | |
| | |
Reclamation and remediation | |
| | |
| | |
| | |
| | |
Total mine cost of sales | |
| | |
| | |
| | |
| | |
Mine gross profit | |
| | |
| | |
| | |
| | |
Costs and expenses: | |
|
| |
|
| |
|
| |
|
| |
General and administrative expenses | |
| | |
| | |
| | |
| | |
Exploration expenses | |
| | |
| | |
| | |
| | |
Other (income), net | |
| ( | |
| ( | |
| ( | |
| ( | |
Total costs and expenses | |
| | |
| | |
| | |
| | |
(Loss) income before income and mining taxes | |
| ( | |
| | |
| ( | |
| | |
Mining and income tax expense (benefit) | |
| | |
| | |
| ( | |
| | |
Net (loss) income | | $ | ( | | $ | | | $ | ( | | $ | | |
Net (loss) income per common share: | |
|
| |
|
| |
|
| |
|
| |
Basic | | $ | ( | | $ | | | $ | ( | | $ | | |
Diluted | | $ | ( | | $ | | | $ | ( | | $ | | |
Weighted average shares outstanding: | |
|
| |
|
| |
|
| |
|
| |
Basic | | | | | | | | | | | | | |
Diluted | |
| | |
| | |
| | |
| | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
FORTITUDE GOLD CORPORATION
Condensed Consolidated Statements of Shareholders’ Equity
(U.S. Dollars in thousands)
(Unaudited)
|
| Three Months Ended June 30, 2024 and 2023 | ||||||||||||
| | | | Par | | | | | | | | | | |
| | Number of | | Value of | | | | | | | Total | |||
| | Common | | Common | | Additional Paid- | | | Retained | | Shareholders' | |||
|
| Shares |
| Shares |
| in Capital |
| | Earnings |
| Equity | |||
Balance, March 31, 2023 | | | | $ | | | $ | | | $ | | | $ | |
Stock-based compensation | | — | | | — | | | | |
| — | |
| |
Dividends | | — | | | — | | | — | |
| ( | |
| ( |
Net income | | — | | | — | | | — | | | | | | |
Balance, June 30, 2023 | | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | |
Balance, March 31, 2024 | | | | $ | | | $ | | | $ | | | $ | |
Stock-based compensation | | — | |
| — | |
| | |
| — | |
| |
Dividends | | — | |
| — | |
| — | |
| ( | |
| ( |
Common stock issued for vested restricted stock units | | | | | — | | | — | | | — | | | — |
Net (loss) | | — | |
| — | |
| — | |
| ( | |
| ( |
Balance, June 30, 2024 | | | | $ | | | $ | | | $ | | | $ | |
|
| Six Months Ended June 30, 2024 and 2023 | ||||||||||||
| | | | Par | | | | | | | | | | |
| | Number of | | Value of | | | | | | | Total | |||
| | Common | | Common | | Additional Paid- | | | Retained | | Shareholders' | |||
|
| Shares |
| Shares |
| in Capital |
| | Earnings |
| Equity | |||
Balance, December 31, 2022 | | | | $ | | | $ | | | $ | | | $ | |
Stock-based compensation | | — | |
| — | |
| | |
| — | |
| |
Dividends | | — | | | — | | | — | | | ( | | | ( |
Stock options exercised | | | | | | | | | | | — | | | |
Net income | | — | | | — | | | — | | | | | | |
Balance, June 30, 2023 | | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | |
Balance, December 31, 2023 | | | | $ | | | $ | | | $ | | | $ | |
Stock-based compensation | | — | |
| — | |
| | |
| — | |
| |
Dividends | | — | |
| — | |
| — | |
| ( | |
| ( |
Stock options exercised | | | | | | | | | | | — | | | |
Common stock issued for vested restricted stock units | | | | | — | | | — | | | — | | | — |
Net (loss) | | — | |
| — | |
| — | |
| ( | |
| ( |
Balance, June 30, 2024 | | | | $ | | | $ | | | $ | | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
FORTITUDE GOLD CORPORATION
Condensed Consolidated Statements of Cash Flows
(U.S. Dollars in thousands)
(Unaudited)
| | Six months ended | ||||
| | June 30, | ||||
|
| 2024 |
| 2023 | ||
Cash flows from operating activities: |
| |
|
| |
|
Net (loss) income | | $ | ( | | $ | |
Adjustments to reconcile net income to net cash from operating activities: | |
|
| |
|
|
Depreciation and amortization | |
| | |
| |
Stock-based compensation | | | | | | |
Deferred taxes | | | | | | ( |
Reclamation and remediation accretion | | | | | | |
Unrealized (gain) loss on gold and silver rounds/bullion | | | ( | | | |
Other operating adjustments | |
| — | |
| ( |
Changes in operating assets and liabilities: | |
|
| |
|
|
Accounts receivable | |
| ( | |
| — |
Inventories | |
| ( | |
| ( |
Prepaid expenses and other current assets | |
| ( | |
| ( |
Other non-current assets | |
| ( | |
| — |
Accounts payable and other accrued liabilities | |
| ( | |
| |
Income and mining taxes payable | |
| ( | |
| ( |
Net cash (used in) provided by operating activities | |
| ( | |
| |
| | | | | | |
Cash flows from investing activities: | |
|
| |
|
|
Capital expenditures | |
| ( | |
| ( |
Purchase of gold and silver rounds/bullion | | | — | | | ( |
Net cash used in investing activities | |
| ( | |
| ( |
| | | | | | |
Cash flows from financing activities: | |
|
| |
|
|
Dividends paid | | | ( | | | ( |
Proceeds from exercise of stock options | | | | | | |
Repayment of loans payable | |
| ( | |
| ( |
Repayment of capital leases | |
| — | |
| ( |
Net cash used in financing activities | |
| ( | |
| ( |
| | | | | | |
Net (decrease) increase in cash and cash equivalents | |
| ( | |
| |
Cash and cash equivalents at beginning of period | |
| | |
| |
Cash and cash equivalents at end of period | | $ | | | $ | |
| | | | | | |
Supplemental Cash Flow Information | |
|
| |
|
|
Income and mining taxes paid | | $ | | | $ | |
Non-cash investing and financing activities: | |
|
| |
|
|
Change in capital expenditures in accounts payable | | $ | | | $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
FORTITUDE GOLD CORPORATION
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, unless otherwise stated)
(Unaudited)
1. Basis of Presentation of Financial Statements
These interim Condensed Consolidated Financial Statements (“interim financial statements”) of Fortitude Gold Corporation and its subsidiaries (collectively, the “Company”) are unaudited and have been prepared in accordance with the rules of the Securities and Exchange Commission for interim statements. Certain information and footnote disclosures required by United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been condensed or omitted as permitted by such rules, although the Company believes that the disclosures included are adequate to make the information presented not misleading. The interim financial statements included herein are expressed in United States dollars and in the opinion of management, include all adjustments (all of which are of a normal recurring nature) and disclosures necessary for a fair presentation. The results reported in these interim financial statements are not necessarily indicative of the results that may be reported for the entire year. These interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s annual report on Form 10-K. The year-end balance sheet data were derived from the audited financial statements. Unless otherwise noted, there have been no material changes to the footnotes from the audited consolidated financial statements contained in the Company’s annual report on Form 10-K. All intercompany accounts and transactions have been eliminated in consolidation.
Certain items in the prior period’s Condensed Consolidated Financial Statements have been reclassified to conform to the current presentation.
Refer to Note 2 to the financial statements included in the Company’s 10-K report for the year ended December 31, 2023 for a description of our Significant Accounting Policies.
2. Revenue
The following table presents the Company’s net sales:
|
| Three months ended |
| Six months ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
| | (in thousands) | | (in thousands) | ||||||||
Sales, net | |
| | |
| | |
| | |
| |
Gold sales | | $ | | | $ | | | $ | | | $ | |
Less: Refining charges | |
| ( | |
| ( | |
| ( | |
| ( |
Total sales, net | | $ | | | $ | | | $ | | | $ | |
5
3. Gold and Silver Rounds/Bullion
The Company periodically purchases gold and silver rounds/bullion on the open market for treasury diversification and investment purposes.
At June 30, 2024 and December 31, 2023, the Company’s holdings of rounds/bullion, using quoted market prices, consisted of the following:
| | June 30, |
| December 31, | ||||||||||||
| | 2024 |
| 2023 | ||||||||||||
| | Ounces | | | Per Ounce | | | Amount | | Ounces | | | Per Ounce | | | Amount |
| | | | | | | | (in thousands) | | | | | | | | (in thousands) |
Gold | | | | $ | | | $ | | | | | $ | | | $ | |
Silver | | | | $ | | | $ | | | | | $ | | | $ | |
Total holdings | | | | | | | $ | | | | | | | | $ | |
4. Inventories
On June 30, 2024 and December 31, 2023, current inventories consisted of the following:
|
| June 30, |
| December 31, | ||
|
| 2024 |
| 2023 | ||
|
| (in thousands) | ||||
Stockpiles | | $ | | | $ | |
Leach pad | |
| | |
| |
Doré | |
| | |
| |
Subtotal - product inventories | |
| | |
| |
Materials and supplies | |
| | |
| |
Total | | $ | | | $ | |
In addition to the inventories above, as of June 30, 2024 and December 31, 2023, the Company had $
5. Income Taxes
The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), on a tax jurisdictional basis. The Company files a consolidated U.S. income tax return and at the federal level its income and losses are taxed at
The Company evaluates the evidence available to determine whether a valuation allowance is required on the deferred tax assets. The Company determined that its deferred tax assets were “more likely than not” to be realized as of June 30, 2024 and December 31, 2023, thus
As of June 30, 2024, the Company believes that it has
6
6. Prepaid Expenses and Other Current Assets
At June 30, 2024 and December 31, 2023, prepaid expenses and other current assets consisted of the following:
|
| June 30, |
| December 31, | ||
|
| 2024 |
| 2023 | ||
|
| (in thousands) | ||||
Contractor advances | | $ | | | $ | |
Prepaid insurance | | | | | | |
Interest receivable | |
| | |
| |
Other current assets | |
| | |
| |
Total | | $ | | | $ | |
7. Property, Plant and Mine Development, net
At June 30, 2024 and December 31, 2023, property, plant and mine development consisted of the following:
|
| June 30, |
| December 31, | ||
|
| 2024 |
| 2023 | ||
|
| (in thousands) | ||||
Asset retirement costs | | $ | | | $ | |
Construction-in-progress | |
| | |
| |
Furniture and office equipment | |
| | |
| |
Leach pad and ponds | |
| | |
| |
Land | |
| | |
| |
Light vehicles and other mobile equipment | |
| | |
| |
Machinery and equipment | |
| | |
| |
Process facilities and infrastructure | |
| | |
| |
Mineral interests and mineral rights | |
| | |
| |
Mine development | |
| | |
| |
Software and licenses | |
| | |
| |
Subtotal (1) | |
| | |
| |
Accumulated depreciation and amortization | |
| ( | |
| ( |
Total | | $ | | | $ | |
| (1) | Includes capital expenditures in accounts payable of $ |
For the three months ended June 30, 2024 and 2023, the Company recorded depreciation and amortization expense of $
8. Other Current Liabilities
At June 30, 2024 and December 31, 2023, other current liabilities consisted of the following:
|
| June 30, |
| December 31, | ||
|
| 2024 |
| 2023 | ||
|
| (in thousands) | ||||
Accrued royalty payments | | $ | | | $ | |
Accrued property and excise taxes | |
| | |
| |
Other accrued expenses | | | | | | |
Total | | $ | | | $ | |
7
9. Asset Retirement Obligation
The following table presents the changes in the Company’s asset retirement obligation for the six months ended June 30, 2024 and year ended December 31, 2023:
|
| June 30, |
| December 31, | ||
|
| 2024 |
| 2023 | ||
|
| (in thousands) | ||||
Asset retirement obligation – balance at beginning of period | | $ | | | $ | |
Changes in estimate | |
| — | |
| |
Payments | | | — | | | ( |
Accretion | |
| | |
| |
Asset retirement obligation – balance at end of period | | $ | | | $ | |
As of June 30, 2024, the Company had a $
10. Commitments and Contingencies
On June 30, 2024, the Company entered into a contract mining agreement with a new mining contractor relating to mining activities at its Isabella Pearl Mine (“2024 Contract Mining Agreement”). The Company pays the contract miner operational costs in the normal course of business. These costs represent the remaining future contractual payments for the 2024 Contract Mining Agreement over its term. The contractual payments are determined by rates within the 2024 Contract Mining Agreement, estimated tonnes moved and bank cubic yards for drilling and blasting. As of June 30, 2024, total estimated contractual payments remaining are $
11. Leases
Operating Leases
Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases as incurred over the lease term. The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from the non-lease components (e.g., common-area maintenance costs).
The Company had an embedded lease in its Contract Mining Agreement with its previous mining contractor. In November 2022, the Company extended the Contract Mining Agreement for a
On June 1, 2024, the Company entered into the 2024 Contract Mining agreement for a term of
8
Supplemental cash flow information related to the Company’s operating lease is as follows for the six months ended June 30, 2024 and 2023:
|
| Six months ended | ||||
| | June 30, | ||||
|
| 2024 |
| 2023 | ||
|
| (in thousands) | ||||
Cash paid for amounts included in the measurement of lease liabilities: | |
| | |
| |
Operating cash flows from operating leases | | $ | | | $ | |
12. Other (Income), Net
For the three and six months ended June 30, 2024 and 2023, other income, net consisted of the following:
|
| Three months ended | | Six months ended | | ||||||||
| | June 30, | | June 30, | | ||||||||
|
| 2024 |
| 2023 | | 2024 |
| 2023 | | ||||
|
| (in thousands) | | (in thousands) | | ||||||||
Interest (income) | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
Charitable contributions | | | | | | | | | | | | | |
Unrealized (gain) loss from gold and silver rounds/bullion (1) | | | ( | | | | | | ( | | | | |
Other (income) | | | ( | | | ( | | | ( | | | ( | |
Total other (income) | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
| (1) | Gains and losses due to changes in fair value are non-cash in nature until such time that they are realized through cash transactions. For additional information regarding the Company’s fair value measurements and investments, please see Note 14. |
13. Net (Loss) Income per Common Share
Basic earnings per common share is calculated based on the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated based on the assumption that stock options and other dilutive securities outstanding, which have an exercise price less than the average market price of the Company’s common shares during the period, would have been exercised on the later of the beginning of the period or the date granted and that the funds obtained from the exercise were used to purchase common shares at the average market price during the period.
The effect of the Company’s dilutive securities is calculated using the treasury stock method and only those instruments that result in a reduction in net income per common share are included in the calculation. As of June 30, 2024, potentially dilutive securities representing
9
Basic and diluted net (loss) income per common share is calculated as follows:
|
| Three months ended | | Six months ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2024 |
| 2023 | | 2024 |
| 2023 | ||||
Net (loss) income (in thousands) | | $ | ( | | $ | | | $ | ( | | $ | |
Basic weighted average shares of common stock outstanding | | | | | | | | | | | | |
Diluted effect of share-based awards | | | — | | | | | | — | | | |
Diluted weighted average common shares outstanding | | | | | | | | | | | | |
Net (loss) income per share: | | | | | | | | | | | | |
Basic | | $ | ( | | $ | | | $ | ( | | $ | |
Diluted | | $ | ( | | $ | | | $ | ( | | $ | |
| | | | | | | | | | | | |
14. Fair Value Measurement
Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 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, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; 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). |
As required by accounting guidance, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth certain of the Company’s assets measured at fair value by level within the fair value hierarchy as of June 30, 2024 and December 31, 2023:
|
| June 30, | | December 31, | | | ||
|
| 2024 |
| 2023 |
| Input Hierarchy Level | ||
|
| (in thousands) |
| | ||||
Cash and cash equivalents | | $ | | | $ | | | Level 1 |
Gold and silver rounds/bullion | | | | | | | | Level 1 |
Accounts receivable | |
| | |
| | | Level 2 |
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and cash equivalents consist primarily of cash deposits with an original maturity of 3 months or less and are valued at cost, which approximates fair value. Gold and silver rounds/bullion consist of precious metals used for investment purposes which are valued using quoted market prices. Please see Note 3 for additional information. Accounts receivable includes amounts due to the Company for deliveries of doré sold to customers, which approximates fair value.
10
Gains and losses related to changes in the fair value of these financial instruments were included in the Company’s Condensed Consolidated Statements of Operations as shown in the following table:
| | Three months ended | | Six months ended | | | ||||||||
| | June 30, | | June 30, | | Statement of | ||||||||
| | 2024 |
| 2023 | | 2024 |
| 2023 | | Operations Classification | ||||
| | (in thousands) | | (in thousands) | | | ||||||||
Unrealized (gain) loss from gold and silver rounds/bullion | | $ | ( | | $ | | | $ | ( | | $ | | | Other income, net |
15. Stock-Based Compensation
The Fortitude Gold Corporation 2020 Equity Incentive Plan (the “Incentive Plan”) allows for the issuance of up to
During the three and six months ended June 30, 2024, the Company granted RSUs of
During the three and six months ended June 30, 2024, a total of
During the six months ended June 30, 2024, stock options to purchase an aggregate of
Stock-based compensation is included in general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. Stock-based compensation expense for stock options and RSUs is as follows:
| | Three months ended June 30, | | Six months ended June 30, | | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | | ||||
| | (in thousands) | | (in thousands) | | ||||||||
Stock options | | $ | | | $ | | | $ | | | $ | | |
Restricted stock units | | | | | | | | | | | | | |
Total | | $ | | | $ | | | $ | | | $ | | |
16. Shareholders’ Equity
During the three and six months ended June 30, 2024, the Company declared and paid dividends of $
See Note 15 for information concerning shares and options granted pursuant to the Company's Equity Incentive Plan.
11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a Colorado corporation and our subsidiaries are GRC Nevada Inc. (“GRCN”), Walker Lane Minerals Corp. (“WLMC”), County Line Holdings Inc. (“CLH”), County Line Minerals Corp. (“CLMC”), and Golden Mile Minerals Corp. (“GMMC”). WLMC, CLH, CLMC and GMMC are wholly-owned subsidiaries of GRCN. We are a mining company which pursues gold and silver projects that are expected to have both low operating costs and high returns on capital. We are presently focused on mineral production from our Isabella Pearl Mine in Nevada. The ore mined at Isabella Pearl is processed on site at our processing facilities and sold to a refiner as doré, which contains precious metals of gold and silver. We also continue exploration and evaluation work on our portfolio of other precious metal properties in Nevada and continue to evaluate other properties for possible acquisition.
In February 2021, we began trading on the OTC Market “pink sheets” operated by the OTC Markets Group and subsequently up listed to the OTCQB on March 5, 2021 with a symbol change to “FTCO”.
The following discussion summarizes our results of operations for the three and six months ended June 30, 2024 and 2023. It also analyzes our financial condition at June 30, 2024. This discussion should be read in conjunction with the management’s discussion and analysis and the audited consolidated financial statements and footnotes for the year ended December 31, 2023 contained in our annual report on Form 10-K for the year ended December 31, 2023.
The discussion also presents certain financial measures that are not prepared in accordance with U.S. Generally Accepted Accounting Principles (“Non-GAAP”) but which are important to management in its evaluation of our operating results and are used by management to compare our performance with what we perceive to be peer group mining companies and are relied on as part of management’s decision-making process. Management believes these measures may also be important to investors in evaluating our performance. For a detailed description of each of the non-GAAP financial measures, please see the discussion below under Non-GAAP Measures.
See Forward-Looking Statements at the end of this Item 2 for important information regarding statements contained herein.
Second Quarter 2024 Financial Results and Highlights
| ● | $9.6 million net sales |
| ● | $32.9 million cash balance on June 30, 2024 |
| ● | 4,150 gold ounces produced |
| ● | $48.4 million working capital at June 30, 2024 |
| ● | $4.8 million mine gross profit |
| ● | $4.3 million exploration expenditures |
| ● | $782 total cash cost after by-product credits per gold ounce sold |
| ● | $1,013 per ounce total all-in sustaining cost |
| ● | $2.9 million dividends paid |
12
Operating Data: The following tables summarize certain information about our operations at our Isabella Pearl Mine for the periods indicated:
|
| | | |
| | | |
| | Three months ended June 30, | | Six months ended June 30, | ||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 |
Ore mined |
|
|
|
|
|
|
|
|
Ore (tonnes) |
| 120,270 |
| 112,834 |
| 186,766 |
| 219,309 |
Gold grade (g/t) |
| 0.53 |
| 3.36 |
| 0.59 |
| 3.71 |
Low-grade stockpile |
|
|
|
|
|
|
| |
Ore (tonnes) |
| — |
| — |
| — |
| 61,854 |
Gold grade (g/t) |
| — |
| — |
| — |
| 0.47 |
Waste (tonnes) |
| 348,488 |
| 312,614 |
| 799,997 |
| 530,741 |
Metal production (before payable metal deductions)(1) | | | | | | | | |
Gold (ozs.) |
| 4,150 |
| 9,684 |
| 8,133 |
| 21,171 |
Silver (ozs.) |
| 16,178 |
| 13,611 |
| 37,293 |
| 31,260 |
| (1) | The difference between what we report as “metal production” and “metal sold” is attributable to the difference between the quantities of metals contained in the doré we produce versus the portion of those metals actually paid for according to the terms of our sales contracts. Differences can also arise from inventory changes incidental to shipping schedules, or variances in ore grades and recoveries which impact the amounts of metals contained in doré produced and sold. |
During the three months ended June 30, 2024 and 2023, we produced 4,150 and 9,684 ounces of gold, respectively. The decreased production in 2024 is primarily due to lower leach pad recoveries due to overall lower-grade ore mined. Mining and placement of ore on the heap leach pad continues to be limited to lower grade ore being mined from the Civit Cat area of the Isabella Pearl deposit and the utilization of the low-grade ore stockpile as we continue to await permit approval to mine deeper in the Pearl pit.
During the six months ended June 30, 2024 and 2023, we produced 8,133 and 21,171 ounces of gold, respectively. The decreased production in 2024 is primarily due to lower leach pad recoveries due to overall lower-grade ore mined. Mining and placement of ore on the heap leach pad continues to be limited to lower grade ore being mined from the Civit Cat area of the Isabella Pearl deposit and the utilization of the low-grade ore stockpile as we continue to await permit approval to mine deeper in the Pearl pit.
13
|
| | | | | |
| | | | | |
| | Three months ended June 30, | | Six months ended June 30, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Metal sold | |
| | |
| | |
| | |
| |
Gold (ozs.) | | | 4,123 |
| | 9,702 | | | 8,093 |
| | 21,131 |
Silver (ozs.) | | | 15,806 |
| | 13,464 | | | 36,672 |
| | 30,944 |
Average metal prices realized (1) | | | | | | | | | | | | |
Gold ($per oz.) | | | 2,341 |
| | 1,990 | | | 2,209 |
| | 1,935 |
Silver ($per oz.) | | | 29.11 |
| | 24.46 | | | 25.80 |
| | 23.42 |
Precious metal gold equivalent ounces sold | | | | | | | | | | | | |
Gold Ounces | | | 4,123 | | | 9,702 | | | 8,093 | | | 21,131 |
Gold Equivalent Ounces from Silver | | | 197 | | | 165 | | | 428 | | | 375 |
| | | 4,320 | | | 9,867 | | | 8,521 | | | 21,506 |
| | | | | | | | | | | | |
Total cash cost before by-product credits per gold ounce sold | | $ | 894 | | $ | 561 | | $ | 840 | | $ | 546 |
Total cash cost after by-product credits per gold ounce sold | | $ | 782 | | $ | 527 | | $ | 723 | | $ | 512 |
Total all-in sustaining cost per gold ounce sold | | $ | 1,013 | | $ | 680 | | $ | 898 | | $ | 625 |
| (1) | Average metal prices realized vary from the market metal prices due to final settlement adjustments from our provisional invoices when they are settled. Our average metal prices realized will therefore differ from the market average metal prices in most cases. |
Cash cost after by-product credit increased due mainly to lower sales volumes.
Consolidated Results of Operations – Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023
Sales, net. For the three months ended June 30, 2024, consolidated sales, net were $9.6 million as compared to $19.2 million for the same period in 2023. The decrease is attributable to lower sales volumes, partially offset by higher average sales price. Second quarter 2024 gold sales volumes decreased 58%, while the average realized price for gold increased 18%, from the same period in 2023.
Lower sales volumes during the three months ended June 30, 2024 were the result of decreased production which was primarily due to lower leach pad recoveries due to overall lower-grade ore mined. Mining and placement of ore on the heap leach pad continues to be limited to lower grade ore being mined from the Civit Cat area of the Isabella Pearl deposit and the utilization of the low-grade ore stockpile as we continue to await permit approval to mine deeper in the Pearl pit.
Mine gross profit. For the three months ended June 30, 2024, we recorded $4.8 million mine gross profit compared to $11.2 million mine gross profit for the same period in 2023. The decrease is primarily attributable to lower sales, as discussed above, and increased cost per ounce due to lower-grade ore mined.
General and administrative. For the three months ended June 30, 2024, general and administrative expenses of $1.2 million did not materially change from $1.1 million in the same period in 2023.
Exploration expenses. For the three months ending June 30, 2024, property exploration expenses of $4.3 million as compared to $6.1 million for the same period of 2023. The decrease is primarily due to decreased drilling at the Golden Mile property. Exploration spending in 2024 primarily related to the East Camp Douglas, County Line and the Isabella Pearl trend Scarlet target properties.
Other income, net. For the three months ending June 30, 2024, other income totaled $0.5 million as compared to $0.4 million for the same period of 2023. The change is due to an increase in unrealized gains on our gold and silver bullion/rounds as a result of increasing gold and silver prices.
14
Income and mining tax expense. For the three months ended June 30, 2024, income and mining tax expense was $0.1 million as compared to $0.9 million for the same period in 2023. The decrease is the result of our lower income before income and mining taxes. See Note 5 to the Condensed Consolidated Financial Statements.
Net (loss) income. For the three months ended June 30, 2024, we recorded a net loss of $0.1 million as compared to net income of $3.6 million in the corresponding period for 2023. The decrease is due to lower sales volumes during the three months ended June 30, 2024 resulting from decreased production.
Consolidated Results of Operations – Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
Sales, net. For the six months ended June 30, 2024, consolidated sales, net were $17.7 million as compared to $40.8 million for the same period in 2023. The decrease is attributable to lower sales volumes, partially offset by higher average sales price. For the six months ending June 30, 2024, gold sales volumes decreased 62% in 2024, while the average realized price for gold increased 14%, from the same period in 2023.
Lower sales volumes during the six months ended June 30, 2024 were the result of decreased production which was primarily due to lower leach pad recoveries due to overall lower-grade ore mined. Mining and placement of ore on the heap leach pad continues to be limited to lower grade ore being mined from the Civit Cat area of the Isabella Pearl deposit and the utilization of the low-grade ore stockpile as we continue to await permit approval to mine deeper in the Pearl pit.
Mine gross profit. For the six months ended June 30, 2024, we recorded $9.0 million mine gross profit compared to $23.6 million mine gross profit for the same period in 2023. The decrease is primarily attributable to lower sales, as discussed above, and increased cost per ounce due to lower-grade ore mined.
General and administrative. For the six months ended June 30, 2024, general and administrative expenses of $2.4 million compared to $2.1 million for the same period in 2023. The increase is primarily attributable to an increase in employee compensation, including stock-based compensation.
Exploration expenses. For the six months ending June 30, 2024, property exploration expenses were $7.9 million as compared to $9.7 million for the same period of 2023. The decrease is primarily due to decreased drilling at the Golden Mile property. Exploration spending in 2024 primarily related to the East Camp Douglas, County Line and the Isabella Pearl trend Scarlet target properties.
Other income, net. For the six months ending June 30, 2024, other income totaled $1.2 million as compared to $0.8 million for the same period of 2023. The change is due to an increase in unrealized gains on our gold and silver bullion/rounds as a result of increasing gold and silver prices and an increase in interest income.
Income and mining tax (benefit) expense. For the six months ended June 30, 2024, income and mining tax (benefit) was $18.0 thousand as compared to $2.5 million income and mining tax expense for the same period in 2023. The decrease is the result of our lower income before income and mining taxes. See Note 5 to the Condensed Consolidated Financial Statements.
Net (loss) income. For the six months ended June 30, 2024, we recorded a net loss of $0.1 million as compared to net income of $10.0 million in the corresponding period for 2023. The decrease is due to lower sales volumes during the six months ended June 30, 2024 resulting from decreased production.
15
Non-GAAP Measures
Throughout this report, we have provided information prepared or calculated according to U.S. GAAP and have referenced some non-GAAP performance measures which we believe will assist with understanding the performance of our business. These measures are based on precious metal gold equivalent ounces sold and include cash cost before by-product credits per ounce, total cash cost after by-product credits per ounce, and total all-in sustaining cost per ounce (“AISC”). Because the non-GAAP performance measures do not have any standardized meaning prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with U.S. GAAP. These non-GAAP measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP.
Revenue generated from the sale of silver is considered a by-product of our gold production for the purpose of our total cash cost after by-product credits for our Isabella Pearl Mine. We periodically review our revenues to ensure that our reporting of primary products and by-products is appropriate. Because we consider silver to be a by-product of our gold production, the value of silver continues to be applied as a reduction to total cash costs in our calculation of total cash cost after by-product credits per precious metal gold equivalent ounce sold. Likewise, we believe the identification of silver as by-product credits is appropriate because of its lower individual economic value compared to gold and since gold is the primary product we produce.
Total cash cost, after by-product credits, is a measure developed by the World Gold Institute to provide a uniform standard for comparison purposes. AISC is calculated based on the current guidance from the World Gold Council.
Total cash cost before by-product credits includes all direct and indirect production costs related to our production of metals (including mining, crushing and conveying and other plant facility costs, royalties, and site general and administrative costs) plus treatment and refining costs.
Total cash cost after by-product credits includes total cash cost before by-product credits less by-product credits, or revenues earned from silver.
AISC includes total cash cost after by-product credits plus other costs related to sustaining production, including sustaining allocated general and administrative expenses and sustaining capital expenditures. We determined sustaining capital expenditures as those capital expenditures that are necessary to maintain current production and execute the current mine plan.
Cash cost before by-product credits per ounce, total cash cost after by-product credits per ounce and AISC are calculated by dividing the relevant costs, as determined using the cost elements noted above, by gold ounces sold for the periods presented.
Reconciliations to U.S. GAAP
The following table provides a reconciliation of total cash cost after by-product credits to total mine cost of sales (a U.S. GAAP measure) as presented in the Consolidated Statements of Operations:
| | Three months ended June 30, | | Six months ended June 30, | ||||||||
|
| 2024 |
| 2023 | | 2024 |
| 2023 | ||||
| | (in thousands) | | (in thousands) | ||||||||
Total cash cost after by-product credits | | $ | 3,227 | | $ | 5,109 | | $ | 5,849 | | $ | 10,810 |
Treatment and refining charges | |
| (97) | | | (89) | |
| (142) | | | (137) |
Depreciation and amortization | |
| 1,547 | | | 2,905 | |
| 2,938 | | | 6,384 |
Reclamation and remediation | | | 59 | | | 68 | | | 107 | | | 140 |
Total consolidated mine cost of sales | | $ | 4,736 | | $ | 7,993 | | $ | 8,752 | | $ | 17,197 |
16
The following table presents the non-GAAP measures of total cash cost and AISC:
| | Three months ended June 30, | | Six months ended June 30, | ||||||||
|
| 2024 |
| 2023 | | 2024 |
| 2023 | ||||
| | (in thousands, except ounces sold and cost per gold ounce sold) | ||||||||||
Total cash cost before by-product credits (1) | | $ | 3,687 | | $ | 5,439 | | $ | 6,795 | | $ | 11,537 |
By-product credits (2) | |
| (460) | | | (330) | |
| (946) | | | (727) |
Total cash cost after by-product credits | | $ | 3,227 | | $ | 5,109 | | $ | 5,849 | | $ | 10,810 |
Sustaining capital expenditures | | | 449 | | | 509 | | | 451 | | | 621 |
Sustaining exploration expenses | | | 504 | | | 974 | | | 962 | | | 1,764 |
Total all-in sustaining cost | | $ | 4,180 | | $ | 6,592 | | $ | 7,262 | | $ | 13,195 |
| | | | | | | | | | | | |
Gold ounces sold | |
| 4,123 | | | 9,702 | |
| 8,093 | | | 21,131 |
| | | | | | | | | | | | |
Total cash cost before by-product credits per gold ounce sold | | $ | 894 | | $ | 561 | | $ | 840 | | $ | 546 |
By-product credits per gold ounce sold (2) | | | (112) | | | (34) | | | (117) | | | (34) |
Total cash cost after by-product credits per gold ounce sold | | | 782 | | | 527 | | | 723 | | | 512 |
Other sustaining expenditures per gold ounce sold (3) | | | 231 | | | 153 | | | 175 | | | 113 |
Total all-in sustaining cost per gold ounce sold | | $ | 1,013 | | $ | 680 | | $ | 898 | | $ | 625 |
| (1) | Production cost plus treatment and refining charges. |
| (2) | Please see the tables below for a summary of our by-product revenue and by-product credit per precious metal equivalent ounces sold. |
| (3) | Sustaining capital expenditures and sustaining exploration expenses divided by gold ounces sold. |
The following tables summarize our by-product revenue and by-product credit gold ounce sold:
| | Three months ended June 30, | | Six months ended June 30, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
| | (in thousands) | | (in thousands) | ||||||||
By-product credits by dollar value: | |
| | | | | |
| | | | |
Silver sales | | $ | 460 | | $ | 330 | | $ | 946 | | $ | 727 |
Total sales from by-products | | $ | 460 | | $ | 330 | | $ | 946 | | $ | 727 |
| | Three months ended June 30, | | Six months ended June 30, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
By-product credits per gold pounce sold: | |
| | | | | |
| | | | |
Silver sales | | $ | 112 | | $ | 34 | | $ | 117 | | $ | 34 |
Total by-product credits per gold ounce sold | | $ | 112 | | $ | 34 | | $ | 117 | | $ | 34 |
Liquidity and Capital Resources
As of June 30, 2024, we had a cash position of $32.9 million compared to $48.7 million at December 31, 2023. The change is primarily due to decreased cash from operations.
As of June 30, 2024, we had working capital of $48.4 million compared to $67.3 million at December 31, 2023. Our working capital balance fluctuates as we use cash to fund our operations, financing and investing activities, including exploration, mine development and income taxes. With our working capital balance as of June 30, 2024, we believe that our liquidity and capital resources are adequate to fund our operations, exploration, capital, and corporate activities for the next twelve months.
17
Net cash used in operating activities for the six months ended June 30, 2024 was $7.9 million, compared to $12.8 million net cash provided by operating activities for six months ended June 30, 2023. The decrease is primarily due to lower net income and changes in inventory, depreciation and amortization and accounts payable.
Net cash used in investing activities for the six months ended June 30, 2024 was $2.2 million compared to $4.2 million during the same period in 2023. The decrease is primarily due to less capital expenditures.
Net cash used in financing activities for the six months ended June 30, 2024 was $5.7 million compared to $6.7 million for the same period in 2023. The decrease is primarily attributable to lower dividends due to the special dividend paid in May 2023.
Development and Exploration Activities
Isabella Pearl Mine: During the second quarter, operations continued at the Isabella Pearl Mine open-pit and heap leach operations. Exploration reverse circulation (“RC”) drilling continued on pre-existing disturbance in the Scarlet area, which is located 700 meters northwest of the Isabella Pearl heap leach and process facility. The focus of this exploration drilling program was to identify areas with oxide extractable gold. Mapping and sampling programs continued in the Prospect Mountain area and Copper Cliffs areas, which are located directly to the north of Scarlet. Very Low Frequency Electromagnetic (“VLF-EM”) and ground magnetic geophysical surveys were completed over these areas to further target covered mineralized faults that may intersect at depth. Piezometer wells were also installed in the Scarlet North area to start collecting water level baseline information.
County Line property: RC and air track drilling continued in the second quarter to further delineate gold mineralization in and surrounding the East Pit, located 500 meters to the east of the County Line Pit. Seven sonic core holes were drilled on old waste dump piles around the County Line Pit to retrieve samples for environmental material characterization studies. In addition, VLF-EM and magnetic geophysical surveys were initiated over the East Pit area as well as to the south and east. The purpose of these surveys is to aid in further delineating the mineralized faults in the area and to identify additional drill targets. Following the completion and interpretation of these geophysical surveys, a modified Notice of Intent (“NOI”) is planned to be submitted later in 2024 to the U.S. Department of the Interior Bureau of Land Management (“BLM”) so that another drilling campaign can commence later in the year.
Golden Mile property: Technical studies were advanced and additional interpretation was completed on the Golden Mile property in the second quarter of 2024.
East Camp Douglas property: RC drilling continued in the northern portions of the property. RC drilling continued in the project’s northern White Rock Springs area, as was VLF-EM and magnetic geophysical surveys. Sampling and mapping campaigns advanced in the project’s southern Lithocap Area. Nine sonic core holes were drilled in the White Rock Springs area for a metallurgical program. Field work and pre-fieldwork preparations for biological and cultural resources were initiated in the second quarter. Biological and cultural resources are the main baseline studies required to establish the existing conditions for the pending Plan of Operations application and are the primary references to evaluate potential effects of the proposed exploration activities during analysis under the National Environmental Policy Act.
Dauntless property: Drilling commenced in the second quarter of 2024 and assisted with further understanding the extent of the structural corridor to the North, as well as the extension of mineralization directly to the east of the Weepah Pit. Shortwave Infrared Studies (“SWIR”) was completed on historic core and RC chips from the project collected during previous drill campaigns. A Leapfrog model was initiated for the Dauntless project.
Intrepid property: Surface sampling, RC drilling, and additional staking was completed in the second quarter of 2024. An NOI is being submitted to the BLM in 2024 to complete additional drilling to further assess gold mineralization that was identified in the second quarter.
Accounting Developments
Recently issued accounting pronouncements have been evaluated and do not presently impact our financial statements and supplemental data.
18
Forward-Looking Statements
This report contains or incorporates by reference “forward-looking statements,” as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:
| ● | statements about our future exploration, permitting, production, development, and plans for development of our properties |
| ● | statements concerning the benefits that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as receipt of proceeds, decreased expenses and prevented expenses and expenditures |
| ● | statements of our expectations, beliefs, future plans and strategies, our targets, exploration activities, anticipated developments and other matters that are not historical facts |
These statements may be made expressly in this document or may be incorporated by reference from other documents that we will file with the SEC. You can find many of these statements by looking for words such as “believes,” “expects,” “targets,” “anticipates,” “estimates,” “proposes,” or similar expressions used in this report or incorporated by reference in this report.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, which may change at any time and without notice, based on changes in such facts or assumptions.
Risk Factors Impacting Forward-Looking Statements
The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in other reports we have filed with the SEC, including our Form 10-K for the year ended December 31, 2023, and the following:
| ● | The Biden/Harris administration’s stance on mining and mine development |
| ● | The BLM and Nevada Division of Environmental Protection staffing shortages and permit review timelines |
| ● | Changes in the worldwide price for gold and/or silver |
| ● | Inflationary pressures and supply chain disruptions, with particular consideration on the outlook for increased costs specific to labor, materials, consumables and fuel and energy on operations |
| ● | Government freezes on issuing resource permits |
| ● | Political and regulatory risks |
| ● | Untimely permit issuance |
| ● | Volatility in the equities markets |
| ● | Adverse results from our exploration or production efforts |
| ● | Producing at rates lower than those targeted |
| ● | Global pandemics such as COVID-19 and governmental responses designed to control the pandemic |
| ● | Weather conditions, including unusually heavy rains |
| ● | Earthquakes or other unforeseen ground movements impacting mining or processing |
| ● | Failure to meet our revenue or profit goals or operating budget |
| ● | Technological innovations by competitors or in competing technologies |
19
| ● | Cybersecurity threats |
| ● | Investor perception of our industry or our prospects |
| ● | Lawsuits |
| ● | General economic trends |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Smaller Reporting Companies are not required to provide the information required by this item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 15d-15 under the 1934 Act, as of June 30, 2024, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer). Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2024.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the 1934 Act) during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II – OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Smaller Reporting Companies are not required to provide the information for this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 4. Mine Safety Disclosures
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report.
20
Item 5. Other Information
21
Item 6. Exhibits
The following exhibits are filed or furnished herewith.
Exhibit Number |
| Description |
| | |
3.1 | | |
3.2 | | |
4.1.1 | | |
4.1.2 | | |
4.1.3 | | |
4.2 | | |
10.3 | | Reserved |
10.5 | | |
10.6 | | |
10.9 | | |
10.10 | | |
10.11* | | |
14 | | |
21 | | |
31.1* | | Certification of Chief Executive Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e) |
31.2* | | Certification of Chief Financial Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e) |
32* | | |
95* | | |
101* | | Financial statements from the Quarterly Report on Form 10-Q of Fortitude Gold Corporation for the three months ended June 30, 2024, formatted in inline XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to the Condensed Consolidated Financial Statements. |
104 | | Cover Page Interactive Data File (embedded within the XBRL document) |
(1) Incorporated by reference to the same exhibit filed with the Company's registration statement on Form S-1 (File No. 333-249533).
(2) Incorporated by reference to same exhibit filed with the Company's 8-K report dated March 1, 2021 (File No. 333-249533).
(3) Incorporated by reference to same exhibit filed with the Company's 10-K/A report dated December 15, 2022 (File No. 333-249533).
(4) | Incorporated by reference to same exhibit filed with the Company's 8-K report dated June 3, 2024 (File No. 333-249533). |
*Filed with this Quarterly Report on Form 10-Q.
22
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, on July 30, 2024.
| FORTITUDE GOLD CORPORATION | |
| | |
| By: | /s/ Jason D. Reid |
| Name: | Jason D. Reid |
| Title: | Chief Executive Officer and President |
| | |
| By: | /s/ Janet H.N. Turner |
| Name: | Janet H.N. Turner |
| Title: | Chief Financial Officer |
| | |
| | |
23
Exhibit 10.11
| Remington Construction Company LLC. | | Walker Lane Minerals |
EXECUTION AND CONTROLS | | Document No. WL-Rem Const 6/24 Rev. 00 | |
Attention: | Mark Henry | | RFC No.: | |
Client Name: | Walker Lane Minerals Corp | | Date: | June 1, 2024 |
Project Name: | Isabella Pearl Mine | | Pricing Method: | Cost Plus |
Contract No.: | Contract Mining Agreement dated 6/1/2024 | | Rango Inc.: | |
| | | | |
RFC Title: | Three Month Mining Contract / Agreement (June thru August 2024) | |||
Description of Change |
Walker Lane Minerals Corp and Remington Construction Company LLC. agree to mine at the Isabella Pearl operation for a three-month period. The terms of which extend from June 01, 2024, through A u g 30 , 2024. Volumes are calculated using the maximum production rate of 1,200 tonnes/hr. This rate was selected to provide Walker Lane Minerals Corp with the volume of material needed for the lowest cost requested. Walker Lane Minerals Corp agrees to provide Remington Construction Company LLC. with a mine plan that will facilitate this production rate. Lower production rates will result in volumes below the contractual obligation. Remington Construction Company LLC. agrees to deliver deficiencies in ore tonnage in the mine plan from the rehandle stockpile at a cost of less than or no more than a $1.00/tonne. The mining schedule is based on 4, ten-hour shifts per week (4-day shifts) utilizing 1 crew. The pricing method of the Agreement is a “cost plus” model. Labor pricing is based on working a minimum of 40 hours per week schedule. A monthly charge of $82,666.67 will be charged to cover all OH costs. All other terms and conditions in theContract Mining Agreement remain unchanged. Understand, the below pricing is for the “mining” portion of work only; T&M rates will be provided for any work activities planned/scheduled outside of the mining agreement. Additional Provisions • Owner and/or Contractor can Terminate contact at any time with 30 Days’ Notice. • Extra shifts or days needed due to contractors failure to maintain production quotas is solely on the contractor. • Should owner terminate contract for failure to perform and remove contractor the owner is not liable for any demobilization costs. • Any Work Contractor performs that is not directly related to mining activities will be performed on T&M basis |
Contract Change Impact |
Impact to Cost: | | |
Equipment Cost: | $ | 853,150.00 |
Monthly Equipment Discount: | $ | 0.00 |
Blasting Materials / Cost: | $ | 85,000.00 |
Labor Cost: | $ | 472,000.00 |
Monthly Overheads Cost: | $ | 248,000.00 |
TOTAL: | $ | 1,659,000.00 |
Impact to Schedule: | |
Extension (or decrease) Calendar Days | 92 days |
Proposed Completion Date | 31-Aug-24 |
Description of Impact / Affected Schedule Activities |
No Impact |
|
|
Contract Agreement |
|
List any drawings, RFIs, LEMs, Estimates, etc. that will be included to support the relative information. |
Mining Contract Extension Pricing | |||
| |||
Authorization | |||
By signing this Contract, Walker Lane Minerals Corp. and Remington Construction Company LLC. agree to the above listed pricing and schedule.. The Contractor shall complete the works as outlined in this proposal according to the requirements set out in the Contract. This Contract Request does not account for the cumulative effect of individual changes on indirect costs or schedule. | |||
| |||
Contractor Representative | |||
Title | Name (Printed) | Signature | Date |
NV - Area Manager | Alfred “Choch” Zaga | /s/ Alfred “Choch” Zaga | 6/13/2024 |
| |||
Client Representative | |||
Title | Name (Printed) | Signature | Date |
General Manager | Mark Henry | /s/ Mark Henry | 6/1/2024 |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Jason D. Reid, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Fortitude Gold Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: July 30, 2024
| By: | /s/ Jason D. Reid |
| Name: | Jason D. Reid |
| Title: | Chief Executive Officer and President |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Janet H.N. Turner, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Fortitude Gold Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: July 30, 2024
| By: | /s/ Janet H.N. Turner |
| Name: | Janet H.N. Turner |
| Title: | Chief Financial Officer |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Fortitude Gold Corporation (the “Company”) on Form 10-Q for the three month period ended June 30, 2024 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, we, Jason D. Reid, Chief Executive Officer and President, and Janet H.N. Turner, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our knowledge:
(1) | The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: July 30, 2024
| | |
| By: | /s/ Jason D. Reid |
| Name: | Jason D. Reid |
| Title: | Chief Executive Officer and President |
| | |
| By: | /s/ Janet H.N. Turner |
| Name: | Janet H.N. Turner |
| Title: | Chief Financial Officer |
Exhibit 95
The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The disclosures reflect our U.S. mining operations only as the requirements of the Act and Item 104 of Regulation S-K do not apply to our mines operated outside the United States.
Mine Safety Information. Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the U.S. mining operator (e.g. our subsidiary, Walker Lane Minerals Corp.) must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the mine as well as by the MSHA inspector(s) assigned. In addition to civil penalties, the Mine Act also provides for criminal penalties for an operator who willfully violates a health or safety standard or knowingly violates or fails or refuses to comply with an order issued under Section 107(a) or any final decision issued under the Act.
The below table reflects citations and orders issued to us by MSHA during the three months ended June 30, 2024. The proposed assessments for the three months ended June 30, 2024 were taken from the MSHA data retrieval system as of July 22, 2024.
Additional information about the Act and MSHA references used in the table follows:
| ● | Section 104(a) S&S Citations: Citations received from MSHA under section 104(a) of the Mine Act for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard. |
| ● | Section 104(b) Orders: Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated. |
| ● | Section 104(d) S&S Citations and Orders: Citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory, significant and substantial health or safety standards. |
| ● | Section 110(b)(2) Violations: Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act. |
| ● | Section 107(a) Orders: Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed. |
| | |
| Mine or Operation (1) | |
| Isabella Pearl Mine | |
| MSHA ID #2602812 | |
Total # of "Significant and Substantial" Violations Under §104(a) | | - |
Total # of Orders Issued Under §104(b) | | - |
Total # of Citations and Orders Issued Under §104(d) | | - |
Total # of Flagrant Violations Under §110(b)(2) | | - |
Total # of Imminent Danger Orders Under §107(a) | | - |
Total Amount of Proposed Assessments from MSHA under the Mine Act | $ | - |
Total # of Mining-Related Fatalities | | - |
Received Notice of Pattern of Violations under Section 104(e) | | No |
Received Notice of Potential to have Patterns under Section 104(e) | | No |
Pending Legal Actions | | - |
Legal Actions Instituted | | - |
Legal Actions Resolved | | - |
| (1) | MSHA assigns an identification number to each mine or operation and may or may not assign separate identification numbers to related facilities. The definition of “mine” under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools, and minerals preparation facilities. |