8-K
Fortitude Gold Corp (FTCO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of the earliest event reported): May 11, 2021
Commission file number: 333-249533
FORTITUDE GOLD CORPORATION
(Exact name of registrant as specified in its charter)
| Colorado | 85-2602691 |
|---|---|
| (State of Other Jurisdiction of incorporation or Organization) | (I.R.S. Employer Identification No.) |
| | |
| 2886 Carriage Manor Point , Colorado Springs , CO **** | 80906 |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: ( 719 ) 717-9825
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | ||
|---|---|---|---|---|
| Title of Each Class | | Trading Symbol(s) | | Name Of Each Exchange<br><br>On Which Registered |
| N/A | | N/A | | N/A |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
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. ☒
Item 2.02 Results of Operations and Financial Condition.
On May 11, 2021, Fortitude Gold Corporation issued a news release reporting its financial results for the quarter ended March 31, 2021. A copy of the news release is attached as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any of the Company’s filings or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished with this report:
99.1
News Release dated May 11, 2021
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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|---|---|---|
| Date: May 11, 2021 | FORTITUDE GOLD CORPORATION | |
| | | |
| | | |
| | By: | /s/ Jason D. Reid |
| | | Jason D. Reid, Chief Executive Officer |
FOR IMMEDIATE RELEASE NEWS
May 11, 2021 OTCQB: FTCO
FORTITUDE GOLD REPORTS PROFITABLE FIRST QUARTERINCREASING TREASURY BY $7M,MAINTAINS 2021 PRODUCTION OUTLOOK
COLORADO SPRINGS – May 11, 2021 - Fortitude Gold Corp. (OTCQB: FTCO) (the “Company”) reported results for the first quarter ended March 31, 2021 of 11,536 ounces of gold produced at $575 per ounce all-in sustaining cost, $20.7 million net sales, $7.4 million increase in treasury to $35.2 million, and maintains its 2021 production outlook. Fortitude Gold is a gold producer, developer, and explorer with operations in Nevada, U.S.A.
Q1 2021 FINANCIAL RESULTS AND HIGHLIGHTS
| ● | $7.3 million cash from operating activities |
|---|---|
| ● | $35.2 million cash balance on March 31, 2021; an increase of 27%, or $7.4 million from December 31, 2020 |
| --- | --- |
| ● | $20.7 million net sales |
| --- | --- |
| ● | 11,536 gold ounces produced |
| --- | --- |
| ● | 5.03 grams per tonne average gold grade mined |
| --- | --- |
| ● | $55.6 million working capital, an increase of 33% from December 31, 2020 |
| --- | --- |
| ● | $10.9 million mine gross profit |
| --- | --- |
| ● | $575 per ounce total all-in sustaining cost |
| --- | --- |
| ● | $2.4 million net earnings or $0.10 per share |
| --- | --- |
| ● | Completed staffing up post spin-off |
| --- | --- |
Overview of Q1 2021 Results
Fortitude Gold sold 11,572 gold equivalent ounces at a total cash cost of $534 per ounce (after by-product credits). Realized metal prices during the quarter averaged $1,804 per ounce gold*. The Company recorded net income of $2.4 million, or $0.10 per share. Cash and cash equivalents at quarter end totaled $35.2 million. The Company produced 11,536 ounces of gold during the quarter. The Company maintains its 2021 Annual Outlook, targeting 40,000 gold ounces (a range of 36,000 to 40,000 ounces).
*Average realized metal prices include final settlement adjustments for previously unsettled provisional sales. Provisional sales may remain unsettled from one quarter into the next. Realized prices will therefore vary from average spot metal market prices upon final settlement.
Mr. Jason Reid, CEO and President of Fortitude Gold, stated, “We are very excited to report Fortitude Gold’s first quarterly results as a standalone public company. Our cash balance grew by $7.4 million over year-end 2020, or 27%, while our all-in sustaining cash cost dropped to $575 per gold ounce. The Company successfully completed staffing up as a one hundred percent standalone entity post spin-off which required non-recurring stock-based and onboard incentive compensation. Had we not sustained these one-time quarterly expenses, our net earnings would have been substantially higher. The Isabella Pearl Mine today is generating a substantial amount of cash for the Company, with production costs projected to drop even further in subsequent years. These sizeable cash flows are expected to fund significant Company exploration and development projects as well as monthly dividend distributions to shareholders. This strong quarterly performance allowed the Company’s Board of Directors to initiate a $0.02 monthly dividend in April 2021 and increase it by fifty percent in May 2021 to $0.03 per month, or $0.36 annually.”
The following Production Statistics table summarizes certain information about our Isabella Pearl Mine for three months ended March 31, 2021 and 2020:
| | | | | |
|---|---|---|---|---|
| | Three Months Ended | |||
| | | March 31, | ||
| | **** | 2021 | **** | 2020 |
| Ore mined | ||||
| Ore (tonnes)^(1)^ | 156,222 | 158,754 | ||
| Gold grade (g/t) | 5.03 | 1.15 | ||
| Low-grade stockpile (tonnes) | ||||
| Ore (tonnes) | — | 18,490 | ||
| Gold grade (g/t) | — | 0.57 | ||
| Pre-strip waste | — | 1,346,316 | ||
| Waste (tonnes) | 1,375,199 | 444,732 | ||
| Metal production (before payable metal deductions)^(2)^ | ^^ | ^^ | ^^ | ^^ |
| Gold (ozs.) | 11,536 | 3,692 | ||
| Silver (ozs.) | 7,133 | 5,083 |
The following Sales Statistics table summarizes certain information about our Isabella Pearl Mine for three months ended March 31, 2021 and 2020:
| | | | | | | |
|---|---|---|---|---|---|---|
| | Three Months Ended | |||||
| | | March 31, | ||||
| | **** | 2021 | **** | 2020 | ||
| Metal sold | | | | | ||
| Gold (ozs.) | | | 11,472 | | 3,755 | |
| Silver (ozs.) | | | 6,895 | | 5,579 | |
| Average metal prices realized ^(1)^ | | | ^^ | ^^ | | ^^ |
| Gold ($per oz.) | | | 1,804 | | 1,575 | |
| Silver ($per oz.) | | | 26.23 | | 16.63 | |
| Precious metal gold equivalent ounces sold | | | | | | |
| Gold Ounces | | | 11,472 | | | 3,755 |
| Gold Equivalent Ounces from Silver | | | 100 | | | 59 |
| | | | 11,572 | | | 3,814 |
| | | | | | | |
| Total cash cost before by-product credits per gold ounce sold | | $ | 550 | | $ | 1,352 |
| Total cash cost after by-product credits per gold ounce sold | | $ | 534 | | $ | 1,327 |
| Total all-in sustaining cost per gold ounce sold | | $ | 575 | | $ | 1,330 |
See Accompanying Tables
The following information summarizes the results of operations for Fortitude Gold Corporation for the three months ended March 31, 2021 and 2020, its financial condition at March 31, 2021 and December 31, 2020, and its cash flows for the three months ended March 31, 2021 and 2020. The summary data as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 is unaudited; the summary data as of December 31, 2020 is derived from our audited financial statements contained in our annual report on Form 10-K for the year ended December 31, 2020, but do not include the footnotes and other information that is included in the complete financial statements. Readers are urged to review the Company’s Form 10-K in its entirety, which can be found on the SEC's website at www.sec.gov.
The calculation of its cash cost before by-product credits per gold ounce sold, total cash cost after by-product credits per gold ounce sold and total all-in sustaining cost per gold ounce sold contained in this press release are non-GAAP financial measures. Please see "Management's Discussion and Analysis and Results of Operations" contained in the Company’s most recent Form 10-K for a complete discussion and reconciliation of the non-GAAP measures.
FORTITUDE GOLD CORPORATIONCONSOLIDATED BALANCE SHEETS*(U.S. dollars in thousands, except share and per share amounts)*
| | | | | | | |
|---|---|---|---|---|---|---|
| | | March 31, | | December 31, | ||
| | **** | 2021 | **** | 2020 | ||
| | | (Unaudited) | | | ||
| ASSETS | | | | | ||
| Current assets: | | | | | ||
| Cash and cash equivalents | | $ | 35,171 | | $ | 27,774 |
| Accounts receivable | | 1,659 | | 145 | ||
| Inventories | | 27,377 | | 23,051 | ||
| Prepaid expenses and other current assets | | 2,142 | | 1,962 | ||
| Total current assets | | 66,349 | | 52,932 | ||
| Property, plant and mine development, net | | 45,011 | | 50,990 | ||
| Operating lease assets, net | | 4,569 | | 6,198 | ||
| Deferred tax assets | | | 986 | | | 959 |
| Other non-current assets | | 1,951 | | 1,946 | ||
| Total assets | | $ | 118,866 | | $ | 113,025 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | | | ||||
| Current liabilities: | | | ||||
| Accounts payable | | $ | 3,254 | | $ | 1,715 |
| Loans payable, current | | 461 | | 665 | ||
| Finance lease liabilities, current | | 288 | | 398 | ||
| Operating lease liabilities, current | | 4,569 | | 6,198 | ||
| Income taxes payable | | | 657 | | | — |
| Mining taxes payable | | 829 | | 1,001 | ||
| Other current liabilities | | 692 | | 1,092 | ||
| Total current liabilities | | 10,750 | | 11,069 | ||
| Asset retirement obligations | | 4,002 | | 3,844 | ||
| Loans payable, long-term | | 95 | | 117 | ||
| Finance lease liabilities, long-term | | 25 | | 27 | ||
| Total liabilities | | 14,872 | | 15,057 | ||
| Shareholders' equity: | | | ||||
| Preferred stock - $0.01 par value, 20,000,000 shares authorized and nil outstanding at March 31, 2021 and nil shares authorized and outstanding at December 31, 2020 | | — | | — | ||
| Common stock - $0.01 par value, 200,000,000 shares authorized and 23,931,208 shares outstanding at March 31, 2021 and 21,211,208 shares outstanding at December 31, 2020 | | 239 | | 212 | ||
| Additional paid-in capital | | 103,280 | | 99,682 | ||
| Retained earnings (accumulated deficit) | | 475 | | (1,926) | ||
| Total shareholders' equity | | 103,994 | | 97,968 | ||
| Total liabilities and shareholders' equity | | $ | 118,866 | | $ | 113,025 |
FORTITUDE GOLD CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS For the three months ended March 31, 2021 and 2020(U.S. dollars in thousands, except share and per share amounts)(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three months ended | ||||
| | | March 31, | ||||
| | **** | 2021 | **** | 2020 | ||
| Sales, net | | $ | 20,655 | | $ | 5,857 |
| Mine cost of sales: | | | ||||
| Production costs | | 6,086 | | 4,927 | ||
| Depreciation and amortization | | 3,647 | | 1,385 | ||
| Reclamation and remediation | | 29 | | (11) | ||
| Total mine cost of sales | | 9,762 | | 6,301 | ||
| Mine gross profit (loss) | | 10,893 | | (444) | ||
| Costs and expenses: | | | ||||
| General and administrative expenses | | 6,160 | | 594 | ||
| Exploration expenses | | 1,317 | | 177 | ||
| Other expense, net | | 37 | | 48 | ||
| Total costs and expenses | | 7,514 | | 819 | ||
| Income (loss) before income and mining taxes | | 3,379 | | (1,263) | ||
| Income and mining tax expense | | 978 | | 125 | ||
| Net income (loss) | | $ | 2,401 | | $ | (1,388) |
| Net income (loss) per common share: | | | ||||
| Basic | | $ | 0.10 | | $ | (139) |
| Diluted | | | 0.10 | | | (139) |
| Weighted average shares outstanding: | | | ||||
| Basic | | | 23,614,466 | | | 10,000 |
| Diluted | | 23,778,014 | | 10,000 |
FORTITUDE GOLD CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS *For the three months ended March 31, 2021 and 2020(U.S. dollars in thousands)(Unaudited)*
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three months ended | ||||
| | | March 31, | ||||
| | **** | 2021 | **** | 2020 | ||
| Cash flows from operating activities: | | | ||||
| Net income (loss) | | $ | 2,401 | | $ | (1,388) |
| Adjustments to reconcile net income (loss) to net cash from operating activities: | | | ||||
| Depreciation and amortization | | 3,677 | | 1,422 | ||
| Stock-based compensation | | | 3,125 | | | — |
| Deferred taxes | | | (27) | | | — |
| Other operating adjustments | | 17 | | (11) | ||
| Changes in operating assets and liabilities: | | | ||||
| Accounts receivable | | (1,514) | | (169) | ||
| Inventories | | (1,827) | | (603) | ||
| Prepaid expenses and other current assets | | (180) | | 82 | ||
| Other non-current assets | | (5) | | (251) | ||
| Accounts payable and other accrued liabilities | | 1,187 | | (1,155) | ||
| Mining and income taxes payable | | 485 | | 125 | ||
| Net cash provided by (used in) operating activities | | 7,339 | | (1,948) | ||
| | | | | | | |
| Cash flows from investing activities: | | | ||||
| Capital expenditures | | (104) | | (3,447) | ||
| Net cash used in investing activities | | (104) | | (3,447) | ||
| | | | | | | |
| Cash flows from financing activities: | | | ||||
| Contributions from GRC | | — | | 5,103 | ||
| Issuance of common stock | | | 500 | | | — |
| Repayment of loans payable | | (226) | | (216) | ||
| Repayment of capital leases | | (112) | | (107) | ||
| Net cash provided by financing activities | | 162 | | 4,780 | ||
| | | | | | | |
| Net increase (decrease) in cash and cash equivalents | | 7,397 | | (615) | ||
| Cash and cash equivalents at beginning of period | | 27,774 | | 866 | ||
| Cash and cash equivalents at end of period | | $ | 35,171 | | $ | 251 |
| | | | | | | |
| Supplemental Cash Flow Information | | | ||||
| Interest expense paid | | $ | 12 | | $ | 27 |
| Income and mining taxes paid | | $ | 520 | | $ | — |
| Non-cash investing activities: | | | ||||
| Change in capital expenditures in accounts payable | | $ | (47) | | $ | 516 |
| Change in estimate for asset retirement costs | | $ | 92 | | $ | 435 |
About Fortitude Gold Corporation
Fortitude Gold is a U.S. based gold producer targeting projects with low operating costs, high margins, and strong returns on capital. The Company’s strategy is to grow organically, remain debt-free and distribute substantial future dividends. The Company’s Nevada Mining Unit consists of five high-grade gold properties located in the Walker Lane Mineral Belt, with the Isabella Pearl gold mine in current production. Nevada, U.S.A. is among the world’s premier mining friendly jurisdictions.
Cautionary Statements: This press release contains forward-looking statements that involve risks and uncertainties. If you are risk-averse you should NOT buy shares in Fortitude Gold Corp. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this press release, the words “plan”, “target”, "anticipate," "believe," "estimate," "intend" and "expect" and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding the Company’s strategy, future plans for production, future expenses and costs, future liquidity and capital resources, and estimates of mineralized material are forward-looking statements. All forward-looking statements in this press release are based upon information available to the Company on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements.
Forward looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. The Company's actual results could differ materially from those discussed in this press release. In particular, the scope, duration, and impact of the COVID-19 pandemic on mining operations, Company employees, and supply chains as well as the scope, duration and impact of government action aimed at mitigating the pandemic may cause future actual results to differ materially from those expressed or implied by any forward-looking statements. Also, there can be no assurance that production will continue at any specific rate.
Contact: Greg Patterson 719-717-9825 greg.patterson@fortitudegold.com www.Fortitudegold.com