Ssr Mining Inc 10-Q for FY2022 Q3
Ssr Mining Inc. (SSRM)
10-Q
2022-11-08
For: 2022-09-30
View Original
Added on
April 10, 2026
About this 10-Q
Ssr Mining Inc filed this 10-Q on November 8, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $166.63M
- down 48.4% from $322.85M a year earlier
- Net loss
- $25.79M
- compared with net income of $57.06M a year earlier
- Diluted EPS
- -$0.12
- compared with $0.26 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
For the Quarterly Period Ended September 30, 2022
or
For the transition period from __________to__________
Commission File Number: 001-35455
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
(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 | ||||||
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.
| ☒ | 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 206,607,962 common shares outstanding on October 31, 2022.
TABLE OF CONTENTS
| Page | |||||
| PART I - FINANCIAL INFORMATION | |||||
| PART II - OTHER INFORMATION | |||||
1
PART I - FINANCIAL INFORMATION
THIRD QUARTER 2022 HIGHLIGHTS (dollars, except per share, per ounce and per pound amounts)
•Operating performance: Delivered third quarter production of 106,919 gold equivalent ounces, and year-to date production of 441,164 gold equivalent ounces. Third quarter production costs were $1,099 per gold equivalent ounce and AISC was $1,901 per gold-equivalent ounce, with year-to-date production costs of $955 per gold equivalent ounce and AISC of $1,331 per gold equivalent ounce. (1)
•Çöpler production restarted late September: At the end of the second quarter of 2022, Türkiye’s Ministry of Environment, Urbanization and Climate Change (“Ministry of Environment”) temporarily suspended operations at the Çöpler mine pending implementation of improvement initiatives requested as a result of a leak of leach solution on June 21, 2022. The Company completed these initiatives and received the required regulatory approvals from Türkiye’s Government authorities on September 22, 2022 and all operations were subsequently restarted at the Çöpler mine.
•Financial results: Attributable net loss in the third quarter was $25.8 million, or $0.12 per diluted share, and adjusted attributable net loss was $13.5 million, or $0.07 per diluted share. For the nine months ending September 30, 2022, operating cash flow was $42.8 million and free cash flow was $(73.4) million. (1)
•Capital returns: At the end of the third quarter, SSR Mining had returned $144.4 million to shareholders in 2022, including $44.4 million in dividends and $100.0 million in share repurchases through the cancellation of 6,053,126 shares. In addition, the Board declared a quarterly cash dividend of $0.07 per share to be payable on December 19, 2022.
•Balance sheet and financial strength: At the end of the third quarter, the Company had a cash and cash equivalents balance of $748.5 million, after $17.8 million in scheduled debt repayments, $85.4 million in share repurchases, and $14.3 million in dividends to shareholders during the quarter.
•Completed the sale of the Pitarrilla project: On July 6, 2022 the Company announced the closing of the sale of the Pitarrilla project to Endeavour Silver following receipt of all required regulatory approvals and satisfaction of customary closing conditions. As consideration for the sale, SSR Mining received $35.0 million in cash, $35.0 million(2) in common shares of Endeavour Silver, and a 1.25% net smelter return royalty on the Pitarrilla property. The sale was originally announced on January 13, 2022.
•Consolidated ownership of the Çöpler District: Subsequent to the quarter, the Company announced an agreement to acquire an additional 30% ownership interest in the Kartaltepe Mining Joint Venture at the Çöpler District from partner Lidya Mining for total consideration of $150.0 million in cash, streamlining operating, financial and exploration activities across the Ҫӧpler District while creating tangible synergies. The transaction is expected to be completed in the fourth quarter of 2022. Upon completion of the transaction, SSR Mining will own 80% of the entirety of the Çöpler District.
(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.
(2) The fair value of the common shares of Endeavour Silver on July 6, 2022 was $25.6 million. See Note 3 to the Condensed Consolidated Financial Statements for more information.
2
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
3
SSR Mining Inc.
Condensed Consolidated Statements of Operations
(unaudited, in thousands except per share)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Operating Costs and Expenses: | |||||||||||||||||||||||||||||||||||
Production costs | |||||||||||||||||||||||||||||||||||
Depreciation, depletion, and amortization | |||||||||||||||||||||||||||||||||||
General and administrative expense | |||||||||||||||||||||||||||||||||||
Exploration, evaluation, and reclamation costs | |||||||||||||||||||||||||||||||||||
| Care and maintenance | |||||||||||||||||||||||||||||||||||
Impairment of long-lived and other assets | |||||||||||||||||||||||||||||||||||
| Other operating expenses, net | |||||||||||||||||||||||||||||||||||
| Gain on sale of assets | ( | ( | |||||||||||||||||||||||||||||||||
Operating income (loss) | ( | ||||||||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Other income (expense) | ( | ( | |||||||||||||||||||||||||||||||||
| Foreign exchange gain (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Total other income (expense) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Income (loss) before income and mining taxes | ( | ||||||||||||||||||||||||||||||||||
| Income and mining tax benefit (expense) | ( | ( | ( | ||||||||||||||||||||||||||||||||
Equity income (loss) of affiliates | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Net income (loss) | ( | ||||||||||||||||||||||||||||||||||
| Net loss (income) attributable to non-controlling interest | ( | ( | ( | ||||||||||||||||||||||||||||||||
Net income (loss) attributable to SSR Mining shareholders | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||
Net income (loss) per share attributable to SSR Mining shareholders | |||||||||||||||||||||||||||||||||||
| Basic | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||
| Diluted | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
4
SSR Mining Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
| Nine Months Ended September 30, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
Operating activities | |||||||||||||||||
| Net income | $ | $ | |||||||||||||||
| Adjustments for: | |||||||||||||||||
Depreciation, depletion, and amortization | |||||||||||||||||
Amortization of debt discount | |||||||||||||||||
Reclamation costs | |||||||||||||||||
Deferred income taxes | ( | ( | |||||||||||||||
Stock-based compensation | |||||||||||||||||
Equity (income) loss of affiliates | |||||||||||||||||
Unrealized loss (gain) on derivative instruments | ( | ||||||||||||||||
Change in fair value of marketable securities | |||||||||||||||||
Non-cash fair value adjustment on acquired inventories | |||||||||||||||||
Loss (gain) on sale of mineral properties, plant and equipment | ( | ||||||||||||||||
Impairment of long-lived and other assets | |||||||||||||||||
Non-cash care and maintenance | |||||||||||||||||
Net change in operating assets and liabilities | ( | ( | |||||||||||||||
Net cash provided by operating activities | |||||||||||||||||
| Investing activities | |||||||||||||||||
Additions to mineral properties, plant and equipment | ( | ( | |||||||||||||||
Purchases of marketable securities | ( | ( | |||||||||||||||
Proceeds from sale of marketable securities | |||||||||||||||||
Proceeds from repayment of note receivable | |||||||||||||||||
Proceeds from sale of mineral properties, plant and equipment | |||||||||||||||||
Other investing activities | ( | ||||||||||||||||
Net cash used in investing activities | ( | ( | |||||||||||||||
Financing activities | |||||||||||||||||
Repayment of debt, principal | ( | ( | |||||||||||||||
Repurchase of common shares | ( | ( | |||||||||||||||
Proceeds from exercise of stock options | |||||||||||||||||
Principal payments on finance leases | ( | ( | |||||||||||||||
Non-controlling interest dividend | ( | ( | |||||||||||||||
Dividends paid | ( | ( | |||||||||||||||
Other financing activities | ( | ||||||||||||||||
Net cash used in financing activities | ( | ( | |||||||||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | ( | ( | |||||||||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ||||||||||||||||
Cash, cash equivalents, and restricted cash beginning of period | |||||||||||||||||
Cash, cash equivalents, and restricted cash end of period | $ | $ | |||||||||||||||
5
SSR Mining Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
| Nine Months Ended September 30, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
| Restricted cash | |||||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
6
SSR Mining Inc.
Condensed Consolidated Balance Sheets
(unaudited, in thousands)
| September 30, 2022 | December 31, 2021 | ||||||||||||||||
| ASSETS | |||||||||||||||||
Cash and cash equivalents | $ | $ | |||||||||||||||
Marketable securities | |||||||||||||||||
Trade and other receivables | |||||||||||||||||
Inventories | |||||||||||||||||
Prepaids and other current assets | |||||||||||||||||
Total current assets | |||||||||||||||||
Mineral properties, plant and equipment, net | |||||||||||||||||
Inventories | |||||||||||||||||
Restricted cash | |||||||||||||||||
Equity method investments | |||||||||||||||||
Goodwill | |||||||||||||||||
Deferred income tax assets | |||||||||||||||||
Other non-current assets | |||||||||||||||||
Total assets | $ | $ | |||||||||||||||
| LIABILITIES | |||||||||||||||||
Accounts payable | $ | $ | |||||||||||||||
Accrued liabilities and other | |||||||||||||||||
Finance lease liabilities | |||||||||||||||||
Current portion of debt | |||||||||||||||||
Total current liabilities | |||||||||||||||||
Debt | |||||||||||||||||
Finance lease liabilities | |||||||||||||||||
Reclamation liabilities | |||||||||||||||||
Deferred income tax liabilities | |||||||||||||||||
Other non-current liabilities | |||||||||||||||||
Total liabilities | |||||||||||||||||
| EQUITY | |||||||||||||||||
Common shares – unlimited authorized common shares with no par value; | |||||||||||||||||
| Retained earnings (deficit) | |||||||||||||||||
SSR Mining’s shareholders’ equity | |||||||||||||||||
| Non-controlling interest | |||||||||||||||||
| Total equity | |||||||||||||||||
Total liabilities and equity | $ | $ | |||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
7
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 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of restricted share units (RSUs) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to equity holders of SSR Mining | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to non-controlling interest | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of RSUs | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Equity-settled stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to equity holders of SSR Mining | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Settlement of RSUs | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Equity-settled stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to equity holders of SSR Mining | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to non-controlling interest | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Contributions from non-controlling interest | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||
8
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 | Contingently redeemable shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of RSUs and PSUs | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transfer of cash-settled RSUs | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of contingently redeemable shares | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to equity holders of SSR Mining | — | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to non-controlling interest | — | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2021 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | ( | ( | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of RSUs | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity-settled stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to equity holders of SSR Mining | — | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other | — | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2021 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | ( | ( | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of RSUs and PSUs | — | ( | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transfer of equity-settled RSUs | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
9
SSR Mining Inc.
Condensed Consolidated Statement of Changes in Equity
(unaudited, in thousands)
| Equity-settled share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to equity holders of SSR Mining | — | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to non-controlling interest | — | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | ( | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
10
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1.THE COMPANY
SSR Mining Inc. and its subsidiaries (collectively, "SSR Mining," or the "Company”) 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" and the Australian Securities Exchange (ASX) in Australia under the symbol "SSR."
SSR Mining 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 gold and silver production from its Çöpler Gold Mine ("Çöpler") in Erzincan, Türkiye, Marigold mine ("Marigold") in Nevada, USA, Seabee Gold Operation ("Seabee") in Saskatchewan, Canada, and Puna Operations ("Puna") in Jujuy, Argentina, and to advance, as market and project conditions permit, its principal development projects and commercial production.
In December 2021, Türkiye began the move to change its internationally recognized official name in English from Turkey to Türkiye. In June 2022, the United Nations announced it would recognize the new name. The Company is pleased to adopt the new name.
At the end of the second quarter of 2022, Türkiye’s Ministry of Environment, Urbanization and Climate Change (“Ministry of Environment”) temporarily suspended operations at the Çöpler mine pending implementation of improvement initiatives requested as a result of a leak of leach solution on June 21, 2022. The Company completed these initiatives and received the required regulatory approvals from Türkiye’s Government authorities on September 22, 2022 and all operations were subsequently restarted at the Çöpler mine. During the temporary suspension, Care and maintenance expense was recorded in the Statements of Operations which represents direct costs and depreciation incurred at Çöpler.
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; 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.
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, 2021 filed on February 23, 2022. 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 nine month period ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
11
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Reclassifications
Certain amounts and disclosures in prior years have been reclassified to conform to the current year presentation.
Recently Issued Accounting Pronouncements
In September 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-04, “Liabilities - Supplier Finance Programs: Disclosure of Supplier Finance Program Obligations,” which makes changes to add certain disclosure requirements for a buyer in a supplier finance program. The amendments require a buyer that uses supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period, and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The amendments are effective for all entities for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is permitted upon issuance of the update. The provisions of this new pronouncement are being reviewed, but it is not expected this guidance will have a material impact on the Consolidated Financial Statements.
3.ACQUISITIONS AND DIVESTITURES
Acquisitions
On April 14, 2022, the Company completed the purchase of all the issued and outstanding common shares of Taiga Gold Corporation (“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 accounted 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 $4.7 million, exploration and evaluation assets of $27.8 million, and a related deferred tax liability of $7.5 million.
Divestitures
12
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
4.OPERATING SEGMENTS
The Company currently has four producing mines and a portfolio of precious and base metal dominant projects. Each individual operating mine site and the Company's exploration, evaluation and development properties are considered reportable segments. Operating results of operating segments are reviewed by the Company's chief operating decision maker ("CODM") to make decisions about resources to be allocated to the segments and to assess their performance.
The following tables provide a summary of financial information related to the Company's segments (in thousands):
| Three Months Ended September 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | Exploration, evaluation and development properties | Corporate and other (1) | Total | ||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Production costs | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Depletion, depreciation, and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Exploration, evaluation, and reclamation costs | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Care and maintenance expense (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Operating income | $ | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | |||||||||||||||||||||||||||||||||||||||||||
Total assets as of September 30, 2022 | $ | |||||||||||||||||||||||||||||||||||||||||||
(1) Corporate and other consists of business activities that are not included within the reportable segments and provided for reconciliation purposes.
(2) Care and maintenance expense represents direct costs and depreciation incurred at Çöpler during the temporary suspension of operations.
13
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
| Three Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | Exploration, evaluation and development properties | Corporate and other (1) | Total | ||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Production costs | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Depletion, depreciation, and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Exploration, evaluation, and reclamation costs | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Impairment of long-lived and other assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Operating income | $ | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Total assets as of September 30, 2021 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
(1) Corporate and other consists of business activities that are not included within the reportable segments and provided for reconciliation purposes.
14
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
| Nine Months Ended September 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | Exploration, evaluation and development properties | Corporate and other (1) | Total | ||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Production costs | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Depletion, depreciation, and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Exploration, evaluation, and reclamation costs | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Care and maintenance expense (2) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | |||||||||||||||||||||||||||||||||||||||||||
Total assets as of September 30, 2022 | $ | |||||||||||||||||||||||||||||||||||||||||||
(1) Corporate and other consists of business activities that are not included within the reportable segments and provided for reconciliation purposes.
(2) Care and maintenance expense represents direct costs and depreciation incurred at Çöpler during the temporary suspension of operations.
| Nine Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | Exploration, evaluation and development properties | Corporate and other (1) | Total | ||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Production costs | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Depletion, depreciation, and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Exploration, evaluation, and reclamation costs | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Impairment of long-lived and other assets | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Total assets as of September 30, 2021 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
(1) Corporate and other consists of business activities that are not included within the reportable segments and provided for reconciliation purposes.
15
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 September 30, 2022 and December 31, 2021 (in thousands):
| September 30, 2022 | December 31, 2021 | ||||||||||||||||
| Türkiye | $ | $ | |||||||||||||||
| Canada | |||||||||||||||||
| United States | |||||||||||||||||
| Argentina | |||||||||||||||||
| Mexico | |||||||||||||||||
| Peru | |||||||||||||||||
Total | $ | $ | |||||||||||||||
The following is revenue information by geographic area based on the location for the three and nine months ended September 30 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||||||
| Türkiye | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Canada | |||||||||||||||||||||||||||||||||||
| United States | |||||||||||||||||||||||||||||||||||
| Argentina | |||||||||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
5.REVENUE
The following table represents revenues by product (in thousands):
| Three Months Ended September 30, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Gold doré sales | |||||||||||||||||
Çöpler | $ | $ | |||||||||||||||
| Marigold | |||||||||||||||||
| Seabee | |||||||||||||||||
| Concentrate sales | |||||||||||||||||
| Puna | |||||||||||||||||
Other (1) | |||||||||||||||||
| Çöpler | ( | ||||||||||||||||
| Marigold | |||||||||||||||||
| Seabee | |||||||||||||||||
| Puna | ( | ( | |||||||||||||||
| Total | $ | $ | |||||||||||||||
16
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
| Nine Months Ended September 30, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Gold doré sales | |||||||||||||||||
| Çöpler | $ | $ | |||||||||||||||
| Marigold | |||||||||||||||||
| Seabee | |||||||||||||||||
| Concentrate sales | |||||||||||||||||
| Puna | |||||||||||||||||
Other (1) | |||||||||||||||||
| Çöpler | |||||||||||||||||
| Marigold | |||||||||||||||||
| Seabee | |||||||||||||||||
| Puna | ( | ( | |||||||||||||||
| Total | $ | $ | |||||||||||||||
(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 nine months ended September 30 are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||||||
| Gold | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Silver | |||||||||||||||||||||||||||||||||||
| Lead | |||||||||||||||||||||||||||||||||||
| Zinc | |||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Provisional metal sales
For the three months ended September 30, 2022 and 2021, the change in the fair value of the Company's embedded derivatives relating to provisional concentrate metal sales was an increase (decrease) of $1.3 million and $(2.8 ) million, respectively, and for the nine months ended September 30, 2022 and 2021, was an increase (decrease) of $2.6 million and $(2.5 ) million, respectively. The changes in fair value have been recorded in Revenue.
6.INCOME AND MINING TAXES
17
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Unrecognized Tax Benefits
The Company records uncertain tax positions on the basis on 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):
| Nine Months Ended September 30, | ||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||
| Balance as of January 1 | $ | $ | ||||||||||||||||||
| Increase associated with tax positions taken during the current year | ||||||||||||||||||||
Increase (decrease) associated with tax positions taken during a prior year (1) | ||||||||||||||||||||
| Settlements | ||||||||||||||||||||
| Decrease associated with lapses in statutes of limitation | ||||||||||||||||||||
| Balance as of September 30 | $ | $ | ||||||||||||||||||
(1) Of the gross unrecognized tax benefits, $
As of September 30, 2022 and December 31, 2021, $9.2 million and $0 , respectively, represent the amount of unrecognized tax benefits, inclusive of interest and penalties that, if recognized, would impact the Company’s effective income tax rate.
As of September 30, 2022, the total amount of accrued income-tax-related interest and penalties included in the Condensed Consolidated Balance Sheets was $5.2 million. The Company believes it is reasonably possible that total amount of the unrecognized tax benefit of $9.2 million will be settled in the next 12 months. During the nine months ended September 30, 2022, the Company recorded $6.6 million of interest and penalties in Income and mining tax benefit (expense) in the Condensed Consolidated Statements of Operations. No amounts were accrued during the nine months ended September 30, 2021.
7.OTHER OPERATING EXPENSES, NET
The following table includes the components of Other operating expenses, net:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||||||
| Alacer transaction and integration costs | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Pitarrilla transaction costs | |||||||||||||||||||||||||||||||||||
| SEC conversion costs | |||||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
18
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
8.OTHER INCOME (EXPENSE)
The following table includes the components of Other income (expense):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Change in fair value of marketable securities | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Gain (loss) on sale of mineral properties, plant, and equipment | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
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”), RSU Replacement Units, and convertible notes for periods in which the Company has reported net income (loss).
19
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The calculations of basic and diluted net income (loss) per share attributable to stockholders of the Company for the three and nine months ended September 30, 2022 and 2021 are based on the following (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||
Net (income) loss attributable to non-controlling interest | ( | ( | ( | ||||||||||||||||||||||||||||||||
Net income (loss) attributable to shareholders of SSR Mining | ( | ||||||||||||||||||||||||||||||||||
Interest saving on convertible notes, net of tax | |||||||||||||||||||||||||||||||||||
Net income (loss) used in the calculation of diluted net income per share | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||
| Weighted average number of common shares issued | |||||||||||||||||||||||||||||||||||
Adjustments for dilutive instruments: | |||||||||||||||||||||||||||||||||||
Stock options | |||||||||||||||||||||||||||||||||||
Restricted share units | |||||||||||||||||||||||||||||||||||
Convertible notes | |||||||||||||||||||||||||||||||||||
Diluted weighted average number of shares outstanding | |||||||||||||||||||||||||||||||||||
| Net income (loss) per share attributable to common shareholders | |||||||||||||||||||||||||||||||||||
Basic | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||
Diluted | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||
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
20
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
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 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 September 30, 2022 | |||||||||||||||||||||||||||||||||||
Level 1 (1) | Level 2 (2) | Level 3 (3) | Total | ||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Cash | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||||||||||||||
| Marketable securities | |||||||||||||||||||||||||||||||||||
| Trade receivables | |||||||||||||||||||||||||||||||||||
| Derivative asset | |||||||||||||||||||||||||||||||||||
| Deferred consideration | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Fair value at December 31, 2021 | |||||||||||||||||||||||||||||||||||
Level 1 (1) | Level 2 (2) | Level 3 (3) | Total | ||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Cash | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||||||||||||||
| Marketable securities | |||||||||||||||||||||||||||||||||||
| Trade receivables | |||||||||||||||||||||||||||||||||||
| Derivative asset | |||||||||||||||||||||||||||||||||||
| Deferred consideration | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(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)The Company manages a portion of its exposure to fluctuation in diesel prices and foreign currency exchange rates through hedges. The Company’s 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 receivables 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 items of deferred consideration are included in Level 3, as certain assumptions used in the calculation of the fair value are not based on observable market data.
21
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):
| Nine Months Ended September 30, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Balance as of January 1 | $ | $ | |||||||||||||||
| Revaluations | |||||||||||||||||
| Acquisition of deferred consideration | |||||||||||||||||
| Deferred consideration moved to held for sale | ( | ||||||||||||||||
Balance as of September 30 | $ | $ | |||||||||||||||
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):
| September 30, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||
| Level | Carrying amount | Fair value | Carrying amount | Fair value | |||||||||||||||||||||||||||||||||||||
2019 Notes (1) | 1 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
Term Loan (2) | 2 | ||||||||||||||||||||||||||||||||||||||||
| Total borrowings | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
(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.
11.TRADE AND OTHER RECEIVABLES
Trade and other receivables was composed of the following (in thousands):
| September 30, 2022 | December 31, 2021 | ||||||||||||||||
| Trade receivables | $ | $ | |||||||||||||||
| Value added tax receivables | |||||||||||||||||
| Income tax receivable | |||||||||||||||||
| Other taxes receivable | |||||||||||||||||
| Other | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
22
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
12.INVENTORIES
The components of Inventories for the periods ended September 30, 2022 and December 31, 2021 are as follows (in thousands):
| September 30, 2022 | December 31, 2021 | ||||||||||||||||
| Materials and supplies | $ | $ | |||||||||||||||
| Stockpiled ore | |||||||||||||||||
| Leach pad inventory | |||||||||||||||||
| Work-in-process | |||||||||||||||||
| Finished goods | |||||||||||||||||
Total current inventories | $ | $ | |||||||||||||||
| Stockpiled ore | |||||||||||||||||
| Materials and supplies | |||||||||||||||||
Total non-current inventories | $ | $ | |||||||||||||||
13.MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET
The components of Mineral properties, plant and equipment, net are as follows (in thousands):
| September 30, 2022 | December 31, 2021 | ||||||||||||||||
Plant and equipment (1) | $ | $ | |||||||||||||||
Construction in process | |||||||||||||||||
Mineral properties subject to depletion | |||||||||||||||||
Mineral properties not yet subject to depletion | |||||||||||||||||
Exploration and evaluation assets | |||||||||||||||||
| Total mineral properties, plant, and equipment | |||||||||||||||||
Accumulated depreciation, plant and equipment | ( | ( | |||||||||||||||
| Accumulated depreciation, mineral properties | ( | ( | |||||||||||||||
| Mineral properties, plant, and equipment, net | $ | $ | |||||||||||||||
(1) As of September 30, 2022 and December 31, 2021, plant and equipment includes finance lease right-of-use assets with a carrying amount of $103.0 million and $114.9 million, respectively.
23
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
14.ACCRUED LIABILITIES AND OTHER
Accrued liabilities and other are comprised of the following items (in thousands):
| September 30, 2022 | December 31, 2021 | ||||||||||||||||
| Accrued liabilities | $ | $ | |||||||||||||||
| Royalties payable | |||||||||||||||||
| Stock-based compensation liabilities | |||||||||||||||||
| Income taxes payable | |||||||||||||||||
| Other | |||||||||||||||||
| Total accrued liabilities and other | $ | $ | |||||||||||||||
15.DEBT
The following tables summarize the Company’s debt balances (in thousands):
| September 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
2019 Notes (1) | $ | $ | |||||||||||||||||||||
| Term Loan | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
Total carrying amount | $ | $ | |||||||||||||||||||||
Current Portion | $ | $ | |||||||||||||||||||||
Non-Current Portion | $ | $ | |||||||||||||||||||||
(1) Amount is net of discount and debt issuance costs of $3.7 million and $4.5 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.
The Company had a conversion price change on its 2019 Notes during the quarter ended September 30, 2022. As a result of ongoing dividends and in accordance with the 2019 Notes Agreement, the conversion price for the 2019 Notes was adjusted to 55.4018 common shares per $1,000 principal amount of the 2019 Notes effective on August 11, 2022.
Prior to April 1, 2023, the Company may not redeem the 2019 Notes, except in the event of certain changes in Canadian tax law. On or after April 1, 2023 and 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.
24
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 September 30, 2022 and December 31, 2021, $33.2 million and $32.9 million of restricted cash relates to the Term Loan, respectively. Restricted cash is classified as a non-current asset in the Consolidated Balance Sheets.
As a result of the temporarily suspended operations at the Çöpler mine during most of the third quarter of 2022, the Company was not in compliance with certain financial covenants in relation to the Term Loan as of September 30, 2022. The Company is in discussions with the lenders to obtain a waiver for the non-compliance event. If the Company is unable to obtain a waiver, the lenders may accelerate the repayment schedule and the entire balance of the Term Loan would become due, at which time the Company would use available cash to repay the outstanding borrowings in full. All future remaining principal and interest payment amounts under the Term Loan remain unchanged. As of September 30, 2022, the Company reclassified $17.5 million of the Term Loan, which is scheduled to be repaid in the fourth quarter of 2023, to Current portion of debt as a result of the noncompliance with financial covenants. With this reclassification, the entire balance of the Term Loan is included in Current portion of debt.
Amended Credit Agreement
On June 7, 2021, the Company amended its existing Credit Agreement 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 to variable interest rates at LIBOR plus an applicable margin ranging from 2 % to 3 %, based on the Company's net leverage ratio. As of September 30, 2022, the Company was in compliance with its covenants. As of September 30, 2022, no borrowings were outstanding on the Amended Credit Agreement, $199.1 million of borrowing capacity was available and outstanding letters of credit totaled $0.9 million.
The Company was in compliance with its externally imposed financial covenants in relation to the Amended Credit Agreement.
16.EQUITY
Repurchase of common shares
On June 20, 2022, the Company received approval of its Normal Course Issuer Bid (the "NCIB") 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 beginning June 20, 2022 and ending June 19, 2023.
During the three months ended September 30, 2022, the Company purchased 5,255,284 of its outstanding common shares pursuant to the NCIB at an average share price of $16.25 per share for total consideration of $85.4 million. All shares were cancelled upon purchase. The difference of $8.2 million between the total amount paid and the amount deducted from common shares of $77.1 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.
During the nine months ended September 30, 2022, the Company purchased 6,053,126 of its outstanding common shares pursuant to the NCIB at an average share price of $16.53 per share for total consideration of $100.0 million. All shares were cancelled upon purchase. The difference of $11.2 million between the total amount paid and the
25
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
17.SUPPLEMENTAL CASH FLOW INFORMATION
Net change in operating assets and liabilities during the nine months ended September 30 were as follows (in thousands):
| Nine Months Ended September 30, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Decrease (increase) in operating assets: | |||||||||||||||||
| Trade and other receivables | $ | ( | $ | ( | |||||||||||||
| Inventories | ( | ( | |||||||||||||||
| Other operating assets | |||||||||||||||||
| Increase (decrease) in operating liabilities: | |||||||||||||||||
| Accounts payable | ( | ||||||||||||||||
| Accrued liabilities | ( | ( | |||||||||||||||
| Reclamation liabilities | ( | ||||||||||||||||
| Other operating liabilities | ( | ( | |||||||||||||||
| $ | ( | $ | ( | ||||||||||||||
Other cash information during the nine months ended September 30 were as follows (in thousands):
| Nine Months Ended September 30, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Interest paid | $ | ( | $ | ( | |||||||||||||
| Interest received | $ | $ | |||||||||||||||
| Income taxes paid | $ | ( | $ | ( | |||||||||||||
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 September 30, 2022 and December 31, 2021, the Company had surety bonds totaling $117.3 million and $117.0 million outstanding, respectively.
Other Commitments and Contingencies
26
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
19.SUBSEQUENT EVENTS
27
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, 2021 filed with the Securities and Exchange Commission (“SEC”) on February 23, 2022, as amended on July 12, 2022, solely to reorganize information included in Part I, Item 2.
Business Overview
SSR Mining is a precious metals mining company with four producing assets 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 “Third Quarter Highlights”, “Consolidation Results of Operations”, “Results of Operations”, “Liquidity and Capital Resources” and Non-GAAP Financial Measures” for quarterly information for the nine months ended September 30, 2022.
At the end of the second quarter of 2022, Türkiye’s Ministry of Environment, Urbanization and Climate Change (“Ministry of Environment”) temporarily suspended operations at the Çöpler mine pending implementation of improvement initiatives requested as a result of a leak of leach solution on June 21, 2022. The Company completed these initiatives and received the required regulatory approvals from Türkiye’s Government authorities on September 22, 2022 and all operations were subsequently restarted at the Çöpler mine. During the temporary suspension, Care and maintenance expense was recorded in the Statements of Operations which represents direct costs and depreciation incurred at Çöpler.
On July 6, 2022, the Company completed the sale of the Pitarrilla project in Durango, Mexico to Endeavour Silver Corp. ("Endeavour Silver") for consideration consisting of $35.0 million(1) in common shares of Endeavor Silver, $35.0 million in cash, and a 1.25% net smelter returns royalty on the Pitarrilla property. For further information, see Note 3 to the Condensed Consolidated Financial Statements.
The Company acquired all of the issued and outstanding common shares of Taiga Gold Corporation (“Taiga Gold”) at a price of CAD $0.265 per Taiga Gold share on April 14, 2022, representing total consideration of $24.8 million. The transaction materially expands the Company’s presence in Saskatchewan, Canada, a core jurisdiction, by adding five new properties, which provide new exploration targets stretching south from the Seabee mine to the Company’s 100%-owned Amisk property. Further, the acquisition consolidates a 100% interest in the Fisher property contiguous to the Seabee mine. The Company will leverage its existing teams and infrastructure to advance the exploration of these assets.
(1) The fair value of the common shares of Endeavour Silver on July 6, 2022 was $25.6 million. See Note 3 to the Condensed Consolidated Financial Statements for more information.
28
Operating Statistics
The following tables summarize operating statistics related to production for the three and nine months ended September 30, 2022 and 2021:
| Three Months Ended September 30, 2022 | |||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | ||||||||||||||||||||
| Gold produced (oz) | 3,733 | 52,236 | 20,493 | — | |||||||||||||||||||
| Gold sold (oz) | 2,591 | 49,744 | 19,700 | — | |||||||||||||||||||
| Silver produced ('000 oz) | — | — | — | 2,738 | |||||||||||||||||||
| Silver sold ('000 oz) | — | — | — | 2,234 | |||||||||||||||||||
| Lead produced ('000 lb) | — | — | — | 11,390 | |||||||||||||||||||
| Lead sold ('000 lb) | — | — | — | 9,169 | |||||||||||||||||||
| Zinc produced ('000 lb) | — | — | — | 1,590 | |||||||||||||||||||
| Zinc sold ('000 lb) | — | — | — | 1,050 | |||||||||||||||||||
| Ore mined (kt) | 70 | 4,279 | 108 | 544 | |||||||||||||||||||
| Waste removed (kt) | 406 | 15,922 | 73 | 2,228 | |||||||||||||||||||
| Total material mined (kt) | 476 | 20,201 | 181 | 2,772 | |||||||||||||||||||
| Ore stacked - oxide (kt) | — | 4,279 | — | — | |||||||||||||||||||
| Gold grade stacked - oxide (g/t) | — | 0.59 | — | — | |||||||||||||||||||
| Ore milled (kt) | 64 | — | 101 | 431 | |||||||||||||||||||
| Gold mill feed grade (g/t) | 2.27 | — | 6.07 | — | |||||||||||||||||||
| Gold recovery (%) | 86.0 | — | 97.3 | — | |||||||||||||||||||
| Silver mill feed grade (g/t) | — | — | — | 206.5 | |||||||||||||||||||
| Lead mill feed grade (%) | — | — | — | 1.29 | |||||||||||||||||||
| Zinc mill feed grade (%) | — | — | — | 0.43 | |||||||||||||||||||
| Silver recovery (%) | — | — | — | 95.8 | |||||||||||||||||||
| Lead recovery (%) | — | — | — | 92.7 | |||||||||||||||||||
| Zinc recovery (%) | — | — | — | 38.9 | |||||||||||||||||||
29
| Three Months Ended September 30, 2021 | |||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | ||||||||||||||||||||
| Gold produced (oz) | 82,975 | 52,049 | 22,589 | — | |||||||||||||||||||
| Gold sold (oz) | 80,054 | 53,339 | 22,950 | — | |||||||||||||||||||
| Silver produced ('000 oz) | — | — | — | 2,184 | |||||||||||||||||||
| Silver sold ('000 oz) | — | — | — | 1,486 | |||||||||||||||||||
| Lead produced ('000 lb) | — | — | — | 10,571 | |||||||||||||||||||
| Lead sold ('000 lb) | — | — | — | 6,843 | |||||||||||||||||||
| Zinc produced ('000 lb) | — | — | — | 3,420 | |||||||||||||||||||
| Zinc sold ('000 lb) | — | — | — | 1,964 | |||||||||||||||||||
| Ore mined (kt) | 2,194 | 4,052 | 101 | 437 | |||||||||||||||||||
| Waste removed (kt) | 4,065 | 21,346 | 76 | 2,519 | |||||||||||||||||||
| Total material mined (kt) | 6,259 | 25,398 | 177 | 2,956 | |||||||||||||||||||
| Ore stacked - oxide (kt) | 333 | 4,052 | |||||||||||||||||||||
| Gold grade stacked - oxide (g/t) | 0.87 | 0.39 | |||||||||||||||||||||
| Ore milled (kt) | 613 | — | 91 | 422 | |||||||||||||||||||
| Gold mill feed grade (g/t) | 3.81 | — | 7.70 | — | |||||||||||||||||||
| Gold recovery (%) | 90.7 | — | 98.0 | — | |||||||||||||||||||
| Silver mill feed grade (g/t) | — | — | — | 167.00 | |||||||||||||||||||
| Lead mill feed grade (%) | — | — | — | 1.20 | |||||||||||||||||||
| Zinc mill feed grade (%) | — | — | — | 0.54 | |||||||||||||||||||
| Silver recovery (%) | — | — | — | 96.3 | |||||||||||||||||||
| Lead recovery (%) | — | — | — | 94.4 | |||||||||||||||||||
| Zinc recovery (%) | — | — | — | 67.9 | |||||||||||||||||||
30
| Nine Months Ended September 30, 2022 | |||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | ||||||||||||||||||||
| Gold produced (oz) | 125,763 | 131,793 | 111,416 | — | |||||||||||||||||||
| Gold sold (oz) | 132,862 | 132,681 | 110,000 | — | |||||||||||||||||||
| Silver produced ('000 oz) | — | — | — | 6,008 | |||||||||||||||||||
| Silver sold ('000 oz) | — | — | — | 5,766 | |||||||||||||||||||
| Lead produced ('000 lb) | — | — | — | 27,582 | |||||||||||||||||||
| Lead sold ('000 lb) | — | — | — | 28,255 | |||||||||||||||||||
| Zinc produced ('000 lb) | — | — | — | 4,940 | |||||||||||||||||||
| Zinc sold ('000 lb) | — | — | — | 5,546 | |||||||||||||||||||
| Ore mined (kt) | 1,754 | 13,200 | 307 | 1,396 | |||||||||||||||||||
| Waste removed (kt) | 11,715 | 56,286 | 201 | 6,617 | |||||||||||||||||||
| Total material mined (kt) | 13,469 | 69,486 | 508 | 8,013 | |||||||||||||||||||
| Ore stacked - oxide (kt) | 210 | 13,200 | — | — | |||||||||||||||||||
| Gold grade stacked - oxide (g/t) | 0.87 | 0.54 | — | — | |||||||||||||||||||
| Ore milled (kt) | 1,320 | — | 295 | 1,223 | |||||||||||||||||||
| Gold mill feed grade (g/t) | 2.91 | — | 11.84 | — | |||||||||||||||||||
| Gold recovery (%) | 87.1 | — | 98.2 | — | |||||||||||||||||||
| Silver mill feed grade (g/t) | — | — | — | 159.9 | |||||||||||||||||||
| Lead mill feed grade (%) | — | — | — | 1.11 | |||||||||||||||||||
| Zinc mill feed grade (%) | — | — | — | 0.42 | |||||||||||||||||||
| Silver recovery (%) | — | — | — | 95.6 | |||||||||||||||||||
| Lead recovery (%) | — | — | — | 92.5 | |||||||||||||||||||
| Zinc recovery (%) | — | — | — | 43.7 | |||||||||||||||||||
31
| Nine Months Ended September 30, 2021 | |||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | ||||||||||||||||||||
| Gold produced (oz) | 237,207 | 177,877 | 83,318 | — | |||||||||||||||||||
| Gold sold (oz) | 239,428 | 178,351 | 85,416 | — | |||||||||||||||||||
| Silver produced ('000 oz) | — | — | — | 5,966 | |||||||||||||||||||
| Silver sold ('000 oz) | — | — | — | 5,349 | |||||||||||||||||||
| Lead produced ('000 lb) | — | — | — | 26,377 | |||||||||||||||||||
| Lead sold ('000 lb) | — | — | — | 20,630 | |||||||||||||||||||
| Zinc produced ('000 lb) | — | — | — | 10,434 | |||||||||||||||||||
| Zinc sold ('000 lb) | — | — | — | 5,896 | |||||||||||||||||||
| Ore mined (kt) | 7,480 | 15,521 | 287 | 1,051 | |||||||||||||||||||
| Waste removed (kt) | 10,891 | 58,664 | 209 | 7,165 | |||||||||||||||||||
| Total material mined (kt) | 18,370 | 74,185 | 496 | 8,216 | |||||||||||||||||||
| Ore stacked - oxide (kt) | 1,691 | 15,521 | — | — | |||||||||||||||||||
| Gold grade stacked - oxide (g/t) | 1.25 | 0.41 | — | — | |||||||||||||||||||
| Ore milled (kt) | 1,716 | — | 269 | 1,214 | |||||||||||||||||||
| Gold mill feed grade (g/t) | 3.56 | — | 9.75 | — | |||||||||||||||||||
| Gold recovery (%) | 91.0 | — | 98.2 | — | |||||||||||||||||||
| Silver mill feed grade (g/t) | — | — | — | 160.00 | |||||||||||||||||||
| Lead mill feed grade (%) | — | — | — | 1.07 | |||||||||||||||||||
| Zinc mill feed grade (%) | — | — | — | 0.60 | |||||||||||||||||||
| Silver recovery (%) | — | — | — | 95.7 | |||||||||||||||||||
| Lead recovery (%) | — | — | — | 92.4 | |||||||||||||||||||
| Zinc recovery (%) | — | — | — | 64.9 | |||||||||||||||||||
32
Consolidated Results of Operations
A summary of the Company's consolidated financial and operating results for the three and nine months ended September 30, 2022 and 2021 are presented below (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | Change (%) | 2022 | 2021 | Change (%) | |||||||||||||||||||||||||||||||||||||||||||||
| Financial Results | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 166,627 | $ | 322,846 | (48.4) | % | $ | 841,656 | $ | 1,066,280 | (21.1) | % | ||||||||||||||||||||||||||||||||||||||
Production costs | $ | 106,452 | $ | 154,521 | (31.1) | % | $ | 424,900 | $ | 483,330 | (12.1) | % | ||||||||||||||||||||||||||||||||||||||
| Operating income | $ | (35,064) | $ | 92,659 | (137.8) | % | $ | 150,901 | $ | 325,559 | (53.6) | % | ||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ | (28,372) | $ | 64,179 | (144.2) | % | $ | 115,251 | $ | 269,423 | (57.2) | % | ||||||||||||||||||||||||||||||||||||||
Net income (loss) attributable to equity holders of SSR Mining | $ | (25,793) | $ | 57,060 | (145.2) | % | $ | 100,256 | $ | 240,641 | (58.3) | % | ||||||||||||||||||||||||||||||||||||||
Basic net income (loss) per share attributable to equity holders of SSR Mining | $ | (0.12) | $ | 0.27 | (144.4) | % | $ | 0.48 | $ | 1.11 | (56.8) | % | ||||||||||||||||||||||||||||||||||||||
Adjusted attributable net income (loss) (1) | $ | (13,533) | $ | 88,265 | (115.3) | % | $ | 119,234 | $ | 303,498 | (60.7) | % | ||||||||||||||||||||||||||||||||||||||
Adjusted basic attributable net income (loss) per share (1) | $ | (0.07) | $ | 0.41 | (117.1) | % | $ | 0.57 | $ | 1.40 | (59.3) | % | ||||||||||||||||||||||||||||||||||||||
Adjusted diluted attributable net income (loss) per share (1) | $ | (0.07) | $ | 0.40 | (117.5) | % | $ | 0.55 | $ | 1.34 | (59.0) | % | ||||||||||||||||||||||||||||||||||||||
| Operating Results | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Gold produced (oz) | 76,462 | 157,613 | (51.5) | % | 368,972 | 498,402 | (26.0) | % | ||||||||||||||||||||||||||||||||||||||||||
| Gold sold (oz) | 72,035 | 156,343 | (53.9) | % | 375,543 | 503,195 | (25.4) | % | ||||||||||||||||||||||||||||||||||||||||||
| Silver produced ('000 oz) | 2,738 | 2,184 | 25.4 | % | 6,008 | 5,966 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||||||
| Silver sold ('000 oz) | 2,234 | 1,486 | 50.3 | % | 5,766 | 5,349 | 7.8 | % | ||||||||||||||||||||||||||||||||||||||||||
Lead produced ('000 lb) (2) | 11,390 | 10,571 | 7.7 | % | 27,582 | 26,377 | 4.6 | % | ||||||||||||||||||||||||||||||||||||||||||
Lead sold ('000 lb) (2) | 9,169 | 6,843 | 34.0 | % | 28,255 | 20,630 | 37.0 | % | ||||||||||||||||||||||||||||||||||||||||||
Zinc produced ('000 lb) (2) | 1,590 | 3,420 | (53.5) | % | 4,940 | 10,434 | (52.7) | % | ||||||||||||||||||||||||||||||||||||||||||
Zinc sold ('000 lb) (2) | 1,050 | 1,964 | (46.5) | % | 5,546 | 5,896 | (5.9) | % | ||||||||||||||||||||||||||||||||||||||||||
Gold equivalent produced (oz) (3) | 106,919 | 186,941 | (42.8) | % | 441,164 | 583,316 | (24.4) | % | ||||||||||||||||||||||||||||||||||||||||||
Gold equivalent sold (oz) (3) | 96,885 | 176,299 | (45.0) | % | 444,827 | 579,331 | (23.2) | % | ||||||||||||||||||||||||||||||||||||||||||
| Average realized gold price ($/oz sold) | $ | 1,710 | $ | 1,792 | (4.6) | % | $ | 1,871 | $ | 1,804 | 3.7 | % | ||||||||||||||||||||||||||||||||||||||
| Average realized silver price ($/oz sold) | $ | 18.98 | $ | 24.06 | (21.1) | % | $ | 22.99 | $ | 25.67 | (10.4) | % | ||||||||||||||||||||||||||||||||||||||
Production cost per gold equivalent ounce sold | $ | 1,099 | $ | 876 | 25.5 | % | $ | 955 | $ | 834 | 14.5 | % | ||||||||||||||||||||||||||||||||||||||
Cash cost per gold equivalent ounce sold (1, 3) | $ | 1,051 | $ | 713 | 47.4 | % | $ | 891 | $ | 698 | 27.7 | % | ||||||||||||||||||||||||||||||||||||||
AISC per gold equivalent ounce sold (1, 3) | $ | 1,901 | $ | 948 | 100.5 | % | $ | 1,331 | $ | 952 | 39.8 | % | ||||||||||||||||||||||||||||||||||||||
(1)The Company reports non-GAAP financial measures including adjusted attributable net income (loss), adjusted basic attributable net income (loss) per share, cash costs and 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) and production costs, which are the comparable GAAP financial measures.
(2)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.
(3)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.
33
Revenue
For the three months ended September 30, 2022, revenue decreased by $156.2 million, or 48.4%, to $166.6 million, as compared to $322.8 million for the three months ended September 30, 2021. The decrease was mainly due to a decrease in gold ounces sold of 53.9%, and a 4.6% decrease in average realized gold prices. At Çöpler, gold sales decreased by $135.6 million, or 97.0%, due to the temporary suspension of operations. At Marigold, gold sales decreased by $11.4 million, or 11.9%, due to fewer gold ounces sold and a 4.5% decrease in the average realized gold price. Marigold’s gold ounces produced remained consistent; however, ounces sold was lower due to the timing of sales. At Seabee, gold sales decreased by $7.6 million, or 18.6%, due to a lower feed grade, accounting for 14.2% of the reduction and a 4.0% decrease in the average realized gold price. At Puna, sales increased by $3.8 million, or 9.2%, primarily due to 50.3% more ounces of silver sold partially offset by a 21.1% lower average realized silver price. The increase in silver ounces sold was due to higher silver mill feed grade.
For the nine months ended September 30, 2022, revenue decreased by $224.6 million, or 21.1%, to $841.7 million as compared to $1,066.3 million for the nine months ended September 30, 2021. The decrease was mainly due to a reduction in total gold equivalent ounces sold of 23.2%, partially offset by a 3.7% increase in average realized gold prices. At Çöpler, gold sales decreased by $183.9 million, or 42.6%, due to the temporary suspension of operations. At Marigold, gold sales decreased by $82.6 million, or 25.7%, due to 25.6% fewer gold ounces sold, offset partially by a 3.3% increase in the average realized gold price. Marigold’s gold ounces sold decreased as a result of fewer tonnes stacked in the nine months prior to production and fewer ounces leached as the result of slower leaching due to fines in the ore from the north pits. At Seabee, gold sales increased by $49.5 million, or 32.2%, due to a 4.5% increase in the average realized gold price and 28.8% more gold ounces sold. Seabee gold ounces sold increased as the result of high mill feed grade. At Puna, sales were in line with the prior period as Puna sold 7.8% more ounces of silver at a 10.4% lower realized silver price.
Production costs
Production costs decreased by $48.1 million, or 31.1%, to $106.5 million for the three months ended September 30, 2022, as compared to $154.5 million for the three months ended September 30, 2021. During the three months ended September 30, 2022, 53.9% fewer ounces of gold were sold and 50.3% higher ounces of silver were sold compared to the same period in 2021. Production costs decreased $65.5 million, or 99.5%, at Çöpler due to the temporary suspension of operations. Production costs at Marigold increased $3.4 million, or 6.8%, due to higher fuel and reagent costs. Production costs at Seabee increased $2.8 million, or 18.7%, due to higher operational costs resulting from inflationary pressures. At Puna, production costs increased $11.2 million, or 47.8%, primarily due to increased cost pressures for fuel, electricity, and reagents in Argentina.
Production costs decreased by $58.4 million, or 12.1%, to $424.9 million for the nine months ended September 30, 2022, as compared to $483.3 million for the nine months ended September 30, 2021. During the nine months ended September 30, 2022, 25.4% fewer ounces of gold were sold and 7.8% more ounces of silver were sold compared to the same period in 2021. Çöpler production costs decreased $75.9 million, or 37.6%, due to the temporary suspension of operations during the third quarter of 2022. Production costs at Marigold decreased $12.7 million, or 8.2%, due to 25.6% fewer ounces sold, partially offset by higher fuel costs. Production costs at Seabee increased $6.2 million, or 13.2%, due to a 28.8% increase in gold ounces sold, higher operational and equipment maintenance costs and inflationary pressures. At Puna, production costs increased $24.0 million, or 30.5%, primarily due to increased cost pressures for fuel, electricity, and reagents in Argentina.
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Depreciation, depletion and amortization
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | Change (%) | 2022 | 2021 | Change (%) | ||||||||||||||||||||||||||||||||||||||||||
Depreciation, depletion, and amortization ($000s) | $ | 21,555 | $ | 51,958 | (58.5) | % | $ | 134,145 | $ | 161,731 | (17.1) | % | |||||||||||||||||||||||||||||||||||
| Gold equivalent ounces sold | 96,885 | 176,299 | (45.0) | % | 444,827 | 579,331 | (23.2) | % | |||||||||||||||||||||||||||||||||||||||
Depreciation, depletion, and amortization per gold equivalent ounce sold | $ | 222 | $ | 295 | (24.7) | % | $ | 302 | $ | 279 | 8.2 | % | |||||||||||||||||||||||||||||||||||
Depreciation, depletion, and amortization (“DD&A”) expense decreased by $30.4 million, or 58.5%, to $21.6 million for the three months ended September 30, 2022, as compared to $52.0 million for the three months ended September 30, 2021, primarily due to a decrease in gold equivalent ounces sold as a result of the temporary suspension of operations at Çöpler. DD&A expense during the temporary suspension of operations at Çöpler were included in Care and maintenance.
DD&A expense decreased by $27.6 million, or 17.1%, to $134.1 million for the nine months ended September 30, 2022, as compared to $161.7 million for the nine months ended September 30, 2021, primarily due to lower DD&A at Çöpler as a result of the temporary suspension of operations during the third quarter of 2022.
General and administrative expense
General and administrative expense for the three months ended September 30, 2022 was consistent with the three months ended September 30, 2021.
General and administrative expense for the nine months ended September 30, 2022 was $48.4 million as compared to $34.9 million for the nine months ended September 30, 2021. General and administrative expenses increased primarily due to a $9.0 million increase in wage and benefit expenses and consulting expenses, and a $4.2 million increase in office, travel, and insurance expenses.
Exploration, evaluation and reclamation costs
Exploration, evaluation, and reclamation costs increased by $7.3 million for the three months ended September 30, 2022 and by $7.1 million for the nine months ended September 30, 2022 compared to the same periods in 2021. For the three months ended September 30, 2022, the year over year increase was primarily due to a $5.1 million increase in exploration drilling compared to the same period in 2021. For the nine months ended September 30, 2022, the increases are due to $3.1 million increase for more exploration drilling, and a $3.5 million increase in accretion expense compared to the same period in 2021.
Care and maintenance
Care and maintenance expense was $41.8 million for the three and nine months ended September 30, 2022. Care and maintenance expense represents direct costs and depreciation incurred at Çöpler during the temporary suspension of operations in place for the majority of the quarter ended September 30, 2022.
Impairment of long-lived and other assets
No impairment was recognized for the three and nine months ended September 30, 2022. Impairment loss for the nine months ended September 30, 2021 was $22.4 million. During 2021, the Company recognized an impairment loss related to the Royalty Portfolio sold on October 21, 2021, based on the difference between the carrying amount of the assets within the Royalty Portfolio, and the estimated net transaction price.
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Other operating expenses, net
Other operating expenses, net for the three months ended September 30, 2022 were $1.5 million as compared to $0.7 million for the three months ended September 30, 2021. The expenses incurred during the third quarter of 2022 were transaction costs related to the sale of the Pitarrilla project. The expenses incurred during the third quarter of 2021 related to the integration activities related to the merger with Alacer and as the result of the Company's transition from a foreign private issuer to a domestic filer under SEC reporting requirements.
Other operating expenses, net for the nine months ended September 30, 2022 were $2.7 million as compared to $6.1 million for the nine months ended September 30, 2021. The expenses incurred during the nine months ended September 30, 2022 were related to transaction costs incurred for the sale of the Pitarrilla project and the Company’s transition from a foreign private issuer to a domestic filer under SEC reporting requirements that occurred earlier in 2022. The expenses incurred during the nine months ended September 30, 2021 were associated with the integration activities related to the merger with Alacer and charges for transition from a foreign private issuer to a domestic filer under SEC reporting requirements, which began in 2021.
Gain on sale of assets
Gain on sale of assets for the three and nine months ended September 30, 2022 was $0.6 million, which is the result of the disposal of the Pitarrilla project. There was no gain on sale of assets recognized in 2021.
Interest expense
Interest expense for the three months ended September 30, 2022 and 2021 remained consistent. Interest expense for the nine months ended September 30, 2022 was $13.1 million as compared to $14.6 million for the nine months ended September 30, 2021 due to less interest incurred on the Term Loan at Çöpler as repayments were made on the principal balance throughout 2021 and 2022.
Other income (expense)
Other income for the three months ended September 30, 2022 was $9.2 million as compared to an expense of $6.9 million for the three months ended September 30, 2021. The change is primarily due to an increase in interest income of $4.8 million and the fluctuation on other gains (losses) of $4.7 million. Additionally, for the three months ended September 30, 2022 and 2021, the Company recognized a loss on marketable securities of $37.0 thousand and a gain of $4.5 million, respectively.
Other income for the nine months ended September 30, 2022 was $6.4 million as compared to an expense of $8.6 million for the nine months ended September 30, 2021. The change is mainly due to an increase in interest income of $7.7 million during 2022 and the fluctuation of other gains (losses) of $2.4 million. Additionally, for the nine months ended September 30, 2022 and 2021, the Company recognized a loss on marketable securities of $3.8 and $6.5 million, respectively.
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Foreign exchange gain (loss)
Foreign exchange loss for the three months ended September 30, 2022 was $11.6 million compared to a loss of $1.6 million for the three months ended September 30, 2021. The Company's main foreign exchange exposures are related to net monetary assets and liabilities denominated in TRY, ARS and CAD. During the three months ended September 30, 2022 and 2021, 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.
Foreign exchange loss for the nine months ended September 30, 2022 was $19.7 million compared to a loss of $2.9 million for the nine months ended September 30, 2021. The Company's main foreign exchange exposures are related to net monetary assets and liabilities denominated in TRY, ARS and CAD. During the nine months ended September 30, 2022 and 2021, 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, partially offset by a weakening of the TRY against the USD and its impact on TRY-denominated liabilities at Çöpler.
Income and mining tax benefit (expense)
Income and mining tax benefit for the three months ended September 30, 2022 was $13.8 million as compared to an expense of $14.3 million for the three months ended September 30, 2021. The decrease in tax expense was primarily as a result of the devaluation of the ARS and TRY relative to the USD, partially offset by an uncertain tax position.
Income and mining tax expense for the nine months ended September 30, 2022 was $8.8 million as compared to $27.5 million for the nine months ended September 30, 2021. The decrease in tax expense was primarily as a result of the devaluation of the ARS and TRY relative to the USD, partially offset by increased withholding taxes on dividends and an uncertain tax position.
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Results of Operations
Çöpler, Türkiye
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating Data | 2022 | 2021 | Change (%) | 2022 | 2021 | Change (%) | |||||||||||||||||||||||||||||||||||||||||
Gold produced (oz) | 3,733 | 82,975 | (95.5) | % | 125,763 | 237,207 | (47.0) | % | |||||||||||||||||||||||||||||||||||||||
| Gold sold (oz) | 2,591 | 80,054 | (96.8) | % | 132,862 | 239,428 | (44.5) | % | |||||||||||||||||||||||||||||||||||||||
Average realized gold price ($/oz sold) | $ | 1,641 | $ | 1,793 | (8.5) | % | $ | 1,869 | $ | 1,805 | 3.5 | % | |||||||||||||||||||||||||||||||||||
Production costs | $ | 306 | $ | 65,773 | (99.5) | % | $ | 125,985 | $ | 201,927 | (37.6) | % | |||||||||||||||||||||||||||||||||||
Production costs ($/oz gold sold) | $ | 118 | $ | 822 | (85.6) | % | $ | 948 | $ | 843 | 12.5 | % | |||||||||||||||||||||||||||||||||||
Cash costs ($/oz gold sold) (1) | $ | 160 | $ | 589 | (72.8) | % | $ | 928 | $ | 619 | 49.9 | % | |||||||||||||||||||||||||||||||||||
AISC ($/oz gold sold) (1) | $ | 14,972 | $ | 724 | 1968.0 | % | $ | 1,351 | $ | 761 | 77.5 | % | |||||||||||||||||||||||||||||||||||
(1)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 Financial Measures" for an explanation of these financial measures and a reconciliation to production costs, which are the comparable GAAP financial measure. For the three and nine months ended September 30, 2022, cash costs and AISC per ounce of gold sold include the impact of any fair value adjustment on acquired inventories. For the three and nine months ended September 30, 2021, cash costs and AISC per ounce of gold sold exclude the impact of any fair value adjustment on acquired inventories.
Production and Production Costs
For the three months ended September 30, 2022 and 2021, Çöpler produced 3,733 and 82,975 ounces of gold, respectively. For the nine months ended September 30, 2022 and 2021, Çöpler produced 125,763 and 237,207 ounces of gold, respectively. Further, production costs for the three and nine months ended September 30, 2022 were $0.3 million and $126.0 million, decreases of 99.5% and 37.6%, respectively, compared to the three and nine months ended September 30, 2021. Lower production and production costs for the three and nine months ended September 30, 2022, are due to the temporary suspension of operations that occurred through the third quarter.
Cash Costs
For the three months ended September 30, 2022 and 2021, cash costs per ounce of gold sold were $160 and $589, respectively. The decrease is due the reduction in production costs for the period given the suspension of operations through September 22, 2022.
For the nine months ended September 30, 2022 and 2021, cash costs per ounce of gold sold were $928 and $619, respectively. The increase is mainly due to 44.5% fewer gold ounces sold due to lower sulfide grades mined and fewer oxide ounces stacked on the leach pad, in addition to higher reagent unit prices during the nine months ended September 30, 2022 compared to the same period in 2021.
AISC
For the three months ended September 30, 2022 and 2021, AISC per ounce of gold sold were $14,972 and $724, respectively. The increase in 2022 is due to lower ounces sold due to the temporary suspension of operations. For the nine months ended September 30, 2022 and 2021, AISC per ounce of gold sold were $1,351 and $761, respectively. The increases are due to 44.5% fewer gold ounces sold during the nine months ended September 30, 2022, compared to the same periods in 2021 due to the temporary suspension of operations that occurred for the majority of the third quarter of 2022.
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Marigold, USA
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating Data | 2022 | 2021 | Change (%) | 2022 | 2021 | Change (%) | |||||||||||||||||||||||||||||||||||||||||
Gold produced (oz) | 52,236 | 52,049 | 0.4 | % | 131,793 | 177,877 | (25.9) | % | |||||||||||||||||||||||||||||||||||||||
| Gold sold (oz) | 49,744 | 53,339 | (6.7) | % | 132,681 | 178,351 | (25.6) | % | |||||||||||||||||||||||||||||||||||||||
Average realized gold price ($/oz sold) | $ | 1,712 | $ | 1,793 | (4.5) | % | $ | 1,862 | $ | 1,802 | 3.3 | % | |||||||||||||||||||||||||||||||||||
Production costs | $ | 53,684 | $ | 50,281 | 6.8 | % | $ | 142,841 | $ | 155,582 | (8.2) | % | |||||||||||||||||||||||||||||||||||
Production costs ($/oz gold sold) | $ | 1,079 | $ | 943 | 14.4 | % | $ | 1,077 | $ | 872 | 23.5 | % | |||||||||||||||||||||||||||||||||||
Cash costs ($/oz gold sold) (1) | $ | 1,081 | $ | 943 | 14.6 | % | $ | 1,078 | $ | 870 | 23.9 | % | |||||||||||||||||||||||||||||||||||
AISC ($/oz gold sold) (1) | $ | 1,444 | $ | 1,127 | 28.1 | % | $ | 1,482 | $ | 1,140 | 30.0 | % | |||||||||||||||||||||||||||||||||||
(1)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 production costs, which are the comparable GAAP financial measure.
Production and Production Costs
The ounces of gold produced remained consistent for the three months ended September 30, 2022 and 2021. For the nine months ended September 30, 2022 and 2021, Marigold produced 131,793 and 177,877 ounces of gold, respectively. The production decrease in 2022 was primarily the result of fewer tonnes stacked in the nine months prior to production.
Production costs for the three months ended September 30, 2022 were $53.7 million, an increase of 6.8% compared to the three months ended September 30, 2021. Production costs per ounce increased primarily due to higher fuel and reagent costs.
Production costs for the nine months ended September 30, 2022 were $142.8 million, a decrease of 8.2% compared to the nine months ended September 30, 2021. Production costs were lower due to fewer ounces produced, partially offset by higher production costs per ounce. Production costs per ounce sold were 23.5% higher due to higher fuel and reagent costs as well as fewer gold ounces leached as the result of slower leaching due to fines in the ore from the north pits.
Cash Costs
For the three months ended September 30, 2022 and 2021, cash costs per ounce of gold sold were $1,081 and $943, respectively. For the nine months ended September 30, 2022 and 2021, cash costs per ounce of gold sold were $1,078 and $870, respectively. The increases in cash costs per ounce are the result of increases in production costs per ounce.
AISC
For the three months ended September 30, 2022 and 2021, AISC per ounce of gold sold was $1,444 and $1,127, respectively. The increase is due to increases in cash cost per ounce as well as higher sustaining capital due to componentization, leach pad construction, and dewatering costs.
For the nine months ended September 30, 2022 and 2021, AISC per ounce of gold sold was $1,482 and $1,140, respectively. The increase is mainly due to the increase in cash costs per ounce as well as higher sustaining capital related to dewatering and leach pad construction costs, partially offset by lower componentization costs.
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Seabee, Canada
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating Data | 2022 | 2021 | Change (%) | 2022 | 2021 | Change (%) | |||||||||||||||||||||||||||||||||||||||||
Gold produced (oz) | 20,493 | 22,589 | (9.3) | % | 111,416 | 83,318 | 33.7 | % | |||||||||||||||||||||||||||||||||||||||
| Gold sold (oz) | 19,700 | 22,950 | (14.2) | % | 110,000 | 85,416 | 28.8 | % | |||||||||||||||||||||||||||||||||||||||
Average realized gold price ($/oz sold) | $ | 1,714 | $ | 1,786 | (4.0) | % | $ | 1,884 | $ | 1,803 | 4.5 | % | |||||||||||||||||||||||||||||||||||
Production costs | $ | 17,894 | $ | 15,077 | 18.7 | % | $ | 53,319 | $ | 47,105 | 13.2 | % | |||||||||||||||||||||||||||||||||||
Production costs ($/oz gold sold) | $ | 908 | $ | 657 | 38.2 | % | $ | 485 | $ | 551 | (12.0) | % | |||||||||||||||||||||||||||||||||||
Cash costs ($/oz gold sold) (1) | $ | 910 | $ | 606 | 50.2 | % | $ | 486 | $ | 513 | (5.3) | % | |||||||||||||||||||||||||||||||||||
AISC ($/oz gold sold) (1) | $ | 1,304 | $ | 914 | 42.7 | % | $ | 735 | $ | 830 | (11.4) | % | |||||||||||||||||||||||||||||||||||
(1)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 production costs, which are the comparable GAAP financial measure.
Production and Production Costs
For the three months ended September 30, 2022 and 2021, Seabee produced 20,493 and 22,589 ounces of gold, respectively. The 9.3% decrease is due to the lower mill feed grade. For the nine months ended September 30, 2022 and 2021, Seabee produced 111,416 and 83,318 ounces of gold, respectively. The 33.7% increase was the result of higher mill feed grade and increased mine and mill productivity levels.
Production costs for the three and nine months ended September 30, 2022 were $17.9 million and $53.3 million, increases of 18.7% and 13.2%, respectively, compared to the three and nine months ended September 30, 2021. The cost increases are due to inflationary pressures on operational and equipment maintenance costs and increased utilization of contractors for higher production. Production costs per ounce sold for the three months ended were $908 as compared to $657 for the three months ended September 30, 2021 due to lower mill feed grade. Production costs per ounce sold was 12.0% lower for the nine months ended September 30, 2022 as compared to 2021 due to higher mill feed grade.
Cash Costs
For the three months ended September 30, 2022 and 2021, cash costs per ounce of gold sold were $910 and $606, respectively. The increase is primarily due to higher production costs per ounce and a 14.2% decrease in gold ounces sold during the three months ended September 30, 2022. For the nine months ended September 30, 2022 and 2021, cash costs per ounce of gold sold were $486 and $513, respectively. The decrease is mainly due to a 28.8% increase in gold ounces sold during the nine months ended September 30, 2022 compared to the same period in 2021 as the result of higher mill feed grade and productivity improvements achieved during 2022.
AISC
For the three months ended September 30, 2022 and 2021, AISC per ounce of gold sold were $1,304 and $914, respectively. The increase is primarily due to the higher cash costs per ounce.
For the nine months ended September 30, 2022 and 2021, AISC per ounce of gold sold were $735 and $830, respectively. The decrease is mainly due to lower cash costs per ounce and more gold ounces sold as the result of higher mill feed grade and productivity improvements achieved during 2022.
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Puna, Argentina
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating Data | 2022 | 2021 | Change (%) | 2022 | 2021 | Change (%) | |||||||||||||||||||||||||||||||||||||||||
| Silver produced ('000 oz) | 2,738 | 2,184 | 25.4 | % | 6,008 | 5,966 | 0.7 | % | |||||||||||||||||||||||||||||||||||||||
| Silver sold ('000 oz) | 2,234 | 1,486 | 50.3 | % | 5,766 | 5,349 | 7.8 | % | |||||||||||||||||||||||||||||||||||||||
| Lead produced ('000 lb) | 11,390 | 10,571 | 7.7 | % | 27,582 | 26,377 | 4.6 | % | |||||||||||||||||||||||||||||||||||||||
| Lead sold ('000 lb) | 9,169 | 6,843 | 34.0 | % | 28,255 | 20,630 | 37.0 | % | |||||||||||||||||||||||||||||||||||||||
| Zinc produced ('000 lb) | 1,590 | 3,420 | (53.5) | % | 4,940 | 10,434 | (52.7) | % | |||||||||||||||||||||||||||||||||||||||
| Zinc sold ('000 lb) | 1,050 | 1,964 | (46.5) | % | 5,546 | 5,896 | (5.9) | % | |||||||||||||||||||||||||||||||||||||||
Gold equivalent sold ('000 oz) (2) | 24,850 | 19,956 | 24.5 | % | 69,284 | 76,136 | (9.0) | % | |||||||||||||||||||||||||||||||||||||||
| Average realized silver price ($/oz) | 18.98 | 24.06 | (21.1) | % | 22.99 | 25.67 | (10.4) | % | |||||||||||||||||||||||||||||||||||||||
Production costs | $ | 34,568 | $ | 23,390 | 47.8 | % | $ | 102,755 | $ | 78,716 | 30.5 | % | |||||||||||||||||||||||||||||||||||
| Production costs ($/oz silver sold) | $ | 15.47 | $ | 15.74 | (1.7) | % | $ | 17.82 | $ | 14.72 | 21.1 | % | |||||||||||||||||||||||||||||||||||
Production costs ($/oz gold equivalent sold)(2) | $ | 1,391 | $ | 1,172 | 18.7 | % | $ | 1,483 | $ | 1,034 | 43.4 | % | |||||||||||||||||||||||||||||||||||
Cash costs ($/oz silver sold) (1) | $ | 13.33 | $ | 9.65 | 38.1 | % | $ | 13.31 | $ | 10.68 | 24.6 | % | |||||||||||||||||||||||||||||||||||
Cash costs ($/oz gold equivalent sold)(1)(2) | $ | 1,199 | $ | 718 | 67.0 | % | $ | 1,108 | $ | 750 | 47.7 | % | |||||||||||||||||||||||||||||||||||
AISC ($/oz silver sold) (1) | $ | 15.91 | $ | 11.65 | 36.6 | % | $ | 15.32 | $ | 12.73 | 20.3 | % | |||||||||||||||||||||||||||||||||||
AISC ($/oz gold equivalent sold)(1)(2) | $ | 1,431 | $ | 868 | 64.9 | % | $ | 1,275 | $ | 894 | 42.6 | % | |||||||||||||||||||||||||||||||||||
(1)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 production costs, which are the comparable GAAP financial measure.
(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.
Production and Production Costs
For the three months ended September 30, 2022, Puna produced 2.7 million ounces of silver, an increase of 25.4% as compared to the three months ended September 30, 2021. This was primarily due to the higher silver grade. For the nine months ended September 30, 2022 and 2021, silver ounces produced remained consistent.
Production costs for the three months ended September 30, 2022 were $34.6 million, an increase of 47.8% as compared to the three months ended September 30, 2021. The increase in production costs was primarily due to an increase in silver ounces sold. Production costs per silver ounce sold were consistent year over year.
Production costs for the nine months ended September 30, 2022 were $102.8 million, an increase of 30.5%, as compared to the nine months ended September 30, 2021. The increase in production costs was primarily due to a rise in the inflation rate in Argentina, causing overall costs to increase.
Cash Costs
For the three months ended September 30, 2022 and 2021, cash costs per ounce of silver sold were $13.33 and $9.65, respectively. For the nine months ended September 30, 2022 and 2021, cash costs per ounce of silver sold were $13.31 and $10.68, respectively. The increases in cash cost per ounce of silver sold for the three and nine
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months ended September 30, 2022 compared to the same periods of 2021 were primarily due to increased production costs, increased transportation costs due to higher international transport prices, and lower by-product credits.
AISC
For the three months ended September 30, 2022 and 2021, AISC per ounce of silver sold were $15.91 and $11.65, respectively. The increase in AISC per ounce of silver was primarily due to the higher cash costs per ounce as well as higher sustaining capital expenditures and higher sustaining exploration expense related to an increase in exploration drilling.
For the nine months ended September 30, 2022 and 2021, AISC per ounce of silver sold were $15.32 and $12.73, respectively. The increases in AISC per ounce of silver sold as well as higher sustaining exploration expense related to an increase in exploration drilling.
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Liquidity and Capital Resources
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, and maintain balance sheet strength and flexibility.
In assessing capital structure, the Company includes the components of shareholders’ equity, the 2019 Notes, the Term Loan and the Amended Credit Agreement. In order to facilitate the management of capital requirements, the Company prepares annual budgets and continuously monitors and reviews actual and forecasted cash flows. The annual budget is monitored and approved by the Company's Board of Directors. To maintain or adjust the capital structure, 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 Dividends
During the three and nine months ended September 30, 2022, the Company declared quarterly cash dividends of $0.07 during each quarter, for total dividends of $14.3 million during the three months ended September 30, 2022 and $44.4 million for the nine months ended September 30, 2022.
During the three and nine months ended September 30, 2021, the Company paid quarterly cash dividends of $0.05 and $0.15 per common share, respectively, for total dividends of $10.7 million during the three months ended September 30, 2021 and $32.7 million for the nine months ended September 30, 2021.
Share Repurchase Plan/ Normal Course Issuer Bid
On April 20, 2022, the Normal Course Issuer Bid established as of April 21, 2021 (the “2021 NCIB”) expired. Under the 2021 NCIB, the Company was authorized the purchase of up to 10,000,000 common shares. Under the 2021 plan, the Company purchased and cancelled 8,800,700 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 $16.82 and a total repurchase value of $148.1 million.
The Board of Directors authorized a new NCIB (the “2022 NCIB”) on June 20, 2022, to repurchase up to an aggregate of 10,600,000 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. In connection with the 2022 NCIB, the Company entered into an automated share purchase plan. During the three and nine months ended September 30, 2022, the Company repurchased and cancelled common shares of 5,255,284 and 6,053,126, for $85.4 million and $100.0 million, respectively, at a weighted average price paid per common share of $16.53.
Cash and Cash Equivalents
At September 30, 2022, the Company had $748.5 million of cash and cash equivalents, a decrease of $269.1 million from December 31, 2021, 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 $695.3 million of its cash and cash equivalents balance in USD. Additionally, the Company held cash and cash equivalents of $40.1 million, $9.9 million and $1.1 million in ARS, CAD and TRY, respectively. 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.
43
Debt
There were no material changes to the Company’s debt and revolving credit facilities since December 31, 2021, except as noted in Note 15 to the Condensed Consolidated Financial Statements.
The Company's working capital at September 30, 2022, 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 nine months ended September 30:
| Nine Months Ended September 30, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
Net cash provided by operating activities | $ | 42,799 | $ | 424,380 | |||||||||||||
Cash used in investing activities | (69,983) | (130,499) | |||||||||||||||
Cash used in financing activities | (238,634) | (290,389) | |||||||||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | (3,002) | (1,102) | |||||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (268,820) | 2,390 | |||||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 1,052,865 | 895,921 | |||||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 784,045 | $ | 898,311 | |||||||||||||
Cash provided by operating activities
For the nine months ended September 30, 2022, cash provided by operating activities was $42.8 million compared to $424.4 million for the nine months ended September 30, 2021. The decrease in cash provided by operating activities is mainly due to the impact of lower gold sales at Çöpler, due to the temporary suspension of operations, and Marigold.
Cash used in investing activities
For the nine months ended September 30, 2022, cash used in investing activities was $70.0 million compared to $130.5 million for the nine months ended September 30, 2021. The decrease in cash used in investing activities is mainly due to proceeds from the sale of the Pitarrilla project of $35.0 million and $8.4 million from the repayment of the EMX note receivable. Additionally, the Company received net proceeds of $10.7 million from the sale of marketable securities offset by the purchase of marketable securities in the amount of $8.0 million during the nine months ended September 30, 2022 as compared to $4.6 million in net proceeds during the same period in 2021. Capital expenditures decreased by $12.8 million.
Cash used in financing activities
For the nine months ended September 30, 2022, cash used in financing activities was $238.6 million compared to $290.4 million for the same period in 2021. The decrease in cash used in financing activities was primarily due to a $48.0 million reduction of repurchases and cancellations of common shares in addition to a $20.9 million reduction in non-controlling interest dividends, partially offset by an increase of dividends paid of $11.7 million for the nine months ended September 30, 2022 compared to 2021.
Contractual Obligations
As of September 30, 2022, there have been no material changes in the Company’s contractual obligations since December 31, 2021 to the Condensed Consolidated Financial Statements. Refer to Part II, Item 7 in the Annual Report on Form 10-K, for the year ended December 31, 2021 for information regarding the Company’s contractual obligations.
44
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
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 production costs. The Company believes these measures provide 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 are relevant metrics used to understand its operating profitability and ability to generate cash flow. When deriving the production costs associated with an ounce of precious metal, the Company includes by-product credits. Thereby allowing 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 production costs incurred at the Company'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, expansionary capital and non-sustaining expenditures are excluded. Certain other cash expenditures, including tax payments and financing costs are also excluded.
The Company believes that AISC represents the total costs of producing gold and silver from current operations and provides the Company and 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.
When 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.
45
The following tables provide a reconciliation of production costs to cash costs and AISC:
| Three Months Ended September 30, 2022 | ||||||||||||||||||||||||||||||||||||||
(in thousands, unless otherwise noted) | Çöpler | Marigold | Seabee | Puna | Corporate | Total | ||||||||||||||||||||||||||||||||
| Production costs (GAAP) | $ | 306 | $ | 53,684 | $ | 17,894 | $ | 34,568 | $ | — | $ | 106,452 | ||||||||||||||||||||||||||
| By-product credits | 5 | (33) | (21) | (8,448) | — | (8,497) | ||||||||||||||||||||||||||||||||
| Treatment and refining charges | — | 123 | 56 | 3,663 | — | 3,842 | ||||||||||||||||||||||||||||||||
| Cash costs (non-GAAP) | 311 | 53,774 | 17,929 | 29,783 | — | 101,797 | ||||||||||||||||||||||||||||||||
| Sustaining capital expenditures | 6,299 | 15,881 | 7,055 | 3,445 | — | 32,680 | ||||||||||||||||||||||||||||||||
| Sustaining exploration and evaluation expense | 383 | 1,626 | — | 1,820 | — | 3,829 | ||||||||||||||||||||||||||||||||
Care and maintenance (3) | 31,067 | — | — | — | — | 31,067 | ||||||||||||||||||||||||||||||||
| Reclamation cost accretion and amortization | 415 | 526 | 703 | 432 | — | 2,076 | ||||||||||||||||||||||||||||||||
| General and administrative expense and stock-based compensation expense | 215 | — | — | 70 | 12,429 | 12,714 | ||||||||||||||||||||||||||||||||
| Total AISC (non-GAAP) | $ | 38,690 | $ | 71,807 | $ | 25,687 | $ | 35,550 | $ | 12,429 | $ | 184,163 | ||||||||||||||||||||||||||
| Gold sold (oz) | 2,591 | 49,744 | 19,700 | — | — | 72,035 | ||||||||||||||||||||||||||||||||
| Silver sold (oz) | — | — | — | 2,234,323 | — | 2,234,323 | ||||||||||||||||||||||||||||||||
Gold equivalent sold (oz) (1)(2) | 2,591 | 49,744 | 19,700 | 24,850 | — | 96,885 | ||||||||||||||||||||||||||||||||
Production cost per gold equivalent ounce sold(1) | $ | 118 | $ | 1,079 | $ | 908 | $ | 1,391 | N/A | $ | 1,099 | |||||||||||||||||||||||||||
| Cash cost per gold ounce sold | $ | 160 | $ | 1,081 | $ | 910 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| Cash cost per silver ounce sold | N/A | N/A | N/A | $ | 13.33 | N/A | N/A | |||||||||||||||||||||||||||||||
Cash cost per gold equivalent ounce sold(1) | $ | 160 | $ | 1,081 | $ | 910 | $ | 1,199 | N/A | $ | 1,051 | |||||||||||||||||||||||||||
| AISC per gold ounce sold | $ | 14,972 | $ | 1,444 | $ | 1,304 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| AISC per silver ounce sold | N/A | N/A | N/A | $ | 15.91 | N/A | N/A | |||||||||||||||||||||||||||||||
AISC per gold equivalent ounce sold(1) | $ | 14,972 | $ | 1,444 | $ | 1,304 | $ | 1,431 | N/A | $ | 1,901 | |||||||||||||||||||||||||||
(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)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.
(3)Care and maintenance expense in the AISC calculation only includes direct costs, as depreciation is not included in the calculation of AISC.
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| Three Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||||||||
(in thousands, unless otherwise noted) | Çöpler | Marigold | Seabee | Puna | Corporate | Total | ||||||||||||||||||||||||||||||||
| Production costs (GAAP) | $ | 65,773 | $ | 50,281 | $ | 15,077 | $ | 23,390 | $ | — | $ | 154,521 | ||||||||||||||||||||||||||
| By-product credits | (1,487) | (14) | (18) | (10,784) | — | (12,303) | ||||||||||||||||||||||||||||||||
| Treatment and refining charges | — | 65 | 49 | 2,962 | — | 3,076 | ||||||||||||||||||||||||||||||||
Incremental COVID-19 related costs(1) | — | (46) | (1,204) | (1,231) | — | (2,481) | ||||||||||||||||||||||||||||||||
| Fair value adjustment on acquired inventories | (17,161) | — | — | — | — | (17,161) | ||||||||||||||||||||||||||||||||
| Cash costs (non-GAAP) | 47,125 | 50,286 | 13,904 | 14,337 | — | 125,652 | ||||||||||||||||||||||||||||||||
| Sustaining capital expenditures | 9,155 | 8,996 | 6,932 | 2,385 | — | 27,468 | ||||||||||||||||||||||||||||||||
| Sustaining exploration and evaluation expense | 147 | 217 | — | 36 | — | 400 | ||||||||||||||||||||||||||||||||
| Reclamation cost accretion and amortization | 527 | 616 | 152 | 406 | — | 1,701 | ||||||||||||||||||||||||||||||||
| General and administrative expense and stock-based compensation expense | 1,032 | — | (8) | 154 | 10,791 | 11,969 | ||||||||||||||||||||||||||||||||
| Total AISC (non-GAAP) | $ | 57,986 | $ | 60,115 | $ | 20,980 | $ | 17,318 | $ | 10,791 | $ | 167,190 | ||||||||||||||||||||||||||
| Gold sold (oz) | 80,054 | 53,339 | 22,950 | — | — | 156,343 | ||||||||||||||||||||||||||||||||
| Silver sold (oz) | — | — | — | 1,486,272 | — | 1,486,272 | ||||||||||||||||||||||||||||||||
Gold equivalent sold (oz) (2)(3) | 80,054 | 53,339 | 22,950 | 19,956 | — | 176,299 | ||||||||||||||||||||||||||||||||
Production cost per gold equivalent ounce sold(2) | $ | 822 | $ | 943 | $ | 657 | $ | 1,172 | N/A | $ | 876 | |||||||||||||||||||||||||||
| Cash cost per gold ounce sold | $ | 589 | $ | 943 | $ | 606 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| Cash cost per silver ounce sold | N/A | N/A | N/A | $ | 9.65 | N/A | N/A | |||||||||||||||||||||||||||||||
Cash cost per gold equivalent ounce sold(2) | $ | 589 | $ | 943 | $ | 606 | $ | 718 | N/A | $ | 713 | |||||||||||||||||||||||||||
| AISC per gold ounce sold | $ | 724 | $ | 1,127 | $ | 914 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| AISC per silver ounce sold | N/A | N/A | N/A | $ | 11.65 | N/A | N/A | |||||||||||||||||||||||||||||||
AISC per gold equivalent ounce sold(2) | $ | 724 | $ | 1,127 | $ | 914 | $ | 868 | N/A | $ | 948 | |||||||||||||||||||||||||||
(1)COVID-19 related costs include direct, incremental costs associated with COVID-19.
(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.
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| Nine Months Ended September 30, 2022 | ||||||||||||||||||||||||||||||||||||||
(in thousands, unless otherwise noted) | Çöpler | Marigold | Seabee | Puna | Corporate | Total | ||||||||||||||||||||||||||||||||
| Production costs (GAAP) | $ | 125,985 | $ | 142,841 | $ | 53,319 | $ | 102,755 | $ | — | $ | 424,900 | ||||||||||||||||||||||||||
| By-product credits | (2,726) | (96) | (97) | (37,017) | — | (39,936) | ||||||||||||||||||||||||||||||||
| Treatment and refining charges | — | 301 | 262 | 11,029 | — | 11,592 | ||||||||||||||||||||||||||||||||
| Cash costs (non-GAAP) | 123,259 | 143,046 | 53,484 | 76,767 | — | 396,556 | ||||||||||||||||||||||||||||||||
| Sustaining capital expenditures | 20,778 | 45,431 | 26,316 | 8,085 | — | 100,610 | ||||||||||||||||||||||||||||||||
| Sustaining exploration and evaluation expense | 2,111 | 6,577 | — | 1,984 | — | 10,672 | ||||||||||||||||||||||||||||||||
Care and maintenance(3) | 31,067 | — | — | — | — | 31,067 | ||||||||||||||||||||||||||||||||
| Reclamation cost accretion and amortization | 677 | 1,596 | 1,053 | 1,295 | — | 4,621 | ||||||||||||||||||||||||||||||||
| General and administrative expense and stock-based compensation expense | 1,670 | 1 | 11 | 233 | 46,507 | 48,422 | ||||||||||||||||||||||||||||||||
| Total AISC (non-GAAP) | $ | 179,562 | $ | 196,651 | $ | 80,864 | $ | 88,364 | $ | 46,507 | $ | 591,948 | ||||||||||||||||||||||||||
| Gold sold (oz) | 132,862 | 132,681 | 110,000 | — | — | 375,543 | ||||||||||||||||||||||||||||||||
| Silver sold (oz) | — | — | — | 5,766,165 | — | 5,766,165 | ||||||||||||||||||||||||||||||||
Gold equivalent sold (oz) (1)(2) | 132,862 | 132,681 | 110,000 | 69,284 | — | 444,827 | ||||||||||||||||||||||||||||||||
Production cost per gold equivalent ounce sold(1) | $ | 948 | $ | 1,077 | $ | 485 | $ | 1,483 | N/A | $ | 955 | |||||||||||||||||||||||||||
| Cash cost per gold ounce sold | $ | 928 | $ | 1,078 | $ | 486 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| Cash cost per silver ounce sold | N/A | N/A | N/A | $ | 13.31 | N/A | N/A | |||||||||||||||||||||||||||||||
Cash cost per gold equivalent ounce sold(1) | $ | 928 | $ | 1,078 | $ | 486 | $ | 1,108 | N/A | $ | 891 | |||||||||||||||||||||||||||
| AISC per gold ounce sold | $ | 1,351 | $ | 1,482 | $ | 735 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| AISC per silver ounce sold | N/A | N/A | N/A | $ | 15.32 | N/A | N/A | |||||||||||||||||||||||||||||||
AISC per gold equivalent ounce sold(1) | $ | 1,351 | $ | 1,482 | $ | 735 | $ | 1,275 | N/A | $ | 1,331 | |||||||||||||||||||||||||||
(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)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.
(3)Care and maintenance expense in the AISC calculation only includes direct costs, as depreciation is not included in the calculation of AISC.
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| Nine Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||||||||
(in thousands, unless otherwise noted) | Çöpler | Marigold | Seabee | Puna | Corporate | Total | ||||||||||||||||||||||||||||||||
| Production costs (GAAP) | $ | 201,927 | $ | 155,582 | $ | 47,105 | $ | 78,716 | $ | — | $ | 483,330 | ||||||||||||||||||||||||||
| By-product credits | (4,494) | (74) | (79) | (29,066) | — | (33,713) | ||||||||||||||||||||||||||||||||
| Treatment and refining charges | — | 327 | 308 | 10,442 | — | 11,077 | ||||||||||||||||||||||||||||||||
Incremental COVID-19 related costs(1) | — | (649) | (3,526) | (2,985) | — | (7,160) | ||||||||||||||||||||||||||||||||
| Fair value adjustment on acquired inventories | (49,205) | — | — | — | — | (49,205) | ||||||||||||||||||||||||||||||||
| Cash costs (non-GAAP) | 148,228 | 155,186 | 43,808 | 57,107 | — | 404,329 | ||||||||||||||||||||||||||||||||
| Sustaining capital expenditures | 25,728 | 44,902 | 26,594 | 7,906 | — | 105,130 | ||||||||||||||||||||||||||||||||
| Sustaining exploration and evaluation expense | 367 | 1,207 | — | 90 | — | 1,664 | ||||||||||||||||||||||||||||||||
| Reclamation cost accretion and amortization | 1,911 | 2,055 | 469 | 1,218 | — | 5,653 | ||||||||||||||||||||||||||||||||
| General and administrative expense and stock-based compensation expense | 6,021 | (103) | 19 | 1,776 | 27,223 | 34,936 | ||||||||||||||||||||||||||||||||
| Total AISC (non-GAAP) | $ | 182,255 | $ | 203,247 | $ | 70,890 | $ | 68,097 | $ | 27,223 | $ | 551,712 | ||||||||||||||||||||||||||
| Gold sold (oz) | 239,428 | 178,351 | 85,416 | — | — | 503,195 | ||||||||||||||||||||||||||||||||
| Silver sold (oz) | — | — | — | 5,349,386 | — | 5,349,386 | ||||||||||||||||||||||||||||||||
Gold equivalent sold (oz) (2)(3) | 239,428 | 178,351 | 85,416 | 76,136 | — | 579,331 | ||||||||||||||||||||||||||||||||
Production cost per gold equivalent ounce sold(2) | $ | 843 | $ | 872 | $ | 551 | $ | 1,034 | N/A | $ | 834 | |||||||||||||||||||||||||||
| Cash cost per gold ounce sold | $ | 619 | $ | 870 | $ | 513 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| Cash cost per silver ounce sold | N/A | N/A | N/A | $ | 10.68 | N/A | N/A | |||||||||||||||||||||||||||||||
Cash cost per gold equivalent ounce sold(2) | $ | 619 | $ | 870 | $ | 513 | $ | 750 | N/A | $ | 698 | |||||||||||||||||||||||||||
| AISC per gold ounce sold | $ | 761 | $ | 1,140 | $ | 830 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| AISC per silver ounce sold | N/A | N/A | N/A | $ | 12.73 | N/A | N/A | |||||||||||||||||||||||||||||||
AISC per gold equivalent ounce sold(2) | $ | 761 | $ | 1,140 | $ | 830 | $ | 894 | N/A | $ | 952 | |||||||||||||||||||||||||||
(1)COVID-19 related costs include direct, incremental costs associated with COVID-19.
(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.
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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's underlying operating performance. The most directly comparable financial measures prepared in accordance with GAAP are net income (loss) attributable to equity holders of SSR Mining and net income (loss) per share attributable to equity holders of SSR Mining. 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's underlying operations, including impairment charges; foreign exchange (gains) losses and inflationary impacts on tax balances; transaction, integration, and SEC conversion expenses; and other non-recurring items.
The following table provides a reconciliation of net income (loss) attributable to equity holders of SSR Mining to adjusted net income (loss) attributable to equity holders of SSR Mining:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
(in thousands, except per share) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||||
| Net income (loss) attributable to equity holders of SSR Mining (GAAP) | $ | (25,793) | $ | 57,060 | $ | 100,256 | $ | 240,641 | |||||||||||||||||||||||||||
| Interest saving on convertible notes, net of tax | — | 1,226 | 3,677 | 3,662 | |||||||||||||||||||||||||||||||
| Net income (loss) used in the calculation of diluted net income per share | $ | (25,793) | $ | 58,286 | $ | 103,933 | $ | 244,303 | |||||||||||||||||||||||||||
| Weighted-average shares used in the calculation of net income and adjusted net income (loss) per share | |||||||||||||||||||||||||||||||||||
| Basic | 207,983 | 213,426 | 210,986 | 217,392 | |||||||||||||||||||||||||||||||
| Diluted | 207,983 | 225,689 | 223,543 | 229,652 | |||||||||||||||||||||||||||||||
| Net income (loss) per share attributable to common stockholders (GAAP) | |||||||||||||||||||||||||||||||||||
| Basic | $ | (0.12) | $ | 0.27 | $ | 0.48 | $ | 1.11 | |||||||||||||||||||||||||||
| Diluted | $ | (0.12) | $ | 0.26 | $ | 0.46 | $ | 1.06 | |||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
Fair value adjustment on acquired assets(1) | — | 26,449 | $ | — | 75,928 | ||||||||||||||||||||||||||||||
COVID-19 related costs (2) | — | 2,480 | — | 7,160 | |||||||||||||||||||||||||||||||
| Foreign exchange loss (gain) | 11,577 | 1,595 | 19,733 | 2,904 | |||||||||||||||||||||||||||||||
| Alacer transaction and integration costs | — | 611 | — | 5,815 | |||||||||||||||||||||||||||||||
| Pitarrilla transaction costs | 1,561 | — | 1,561 | — | |||||||||||||||||||||||||||||||
| SEC conversion costs | — | 64 | 1,255 | 245 | |||||||||||||||||||||||||||||||
| Impairment of long-lived and other assets | — | 5 | — | 22,354 | |||||||||||||||||||||||||||||||
| Change in fair value of marketable securities | 37 | 4,524 | 3,836 | 6,472 | |||||||||||||||||||||||||||||||
| Loss (gain) on sale of mineral properties, plant and equipment | (128) | 1,152 | 1,213 | (462) | |||||||||||||||||||||||||||||||
| Income tax impact related to above adjustments | (382) | (8,607) | (2,045) | (25,448) | |||||||||||||||||||||||||||||||
| Foreign exchange (gain) loss and inflationary impacts on tax balances | (11,850) | (5,015) | (18,020) | (44,666) | |||||||||||||||||||||||||||||||
Other tax adjustments(3) | 11,445 | — | 11,445 | — | |||||||||||||||||||||||||||||||
| Impact of tax rate change on fair value adjustments | — | 7,947 | — | 12,555 | |||||||||||||||||||||||||||||||
| Adjusted net income (loss) attributable to equity holders of SSR Mining (Non-GAAP) | $ | (13,533) | $ | 88,265 | $ | 119,234 | $ | 303,498 | |||||||||||||||||||||||||||
| Adjusted net income (loss) per share attributable to SSR Mining shareholders (Non-GAAP) | |||||||||||||||||||||||||||||||||||
| Basic | $ | (0.07) | $ | 0.41 | $ | 0.57 | $ | 1.40 | |||||||||||||||||||||||||||
| Diluted | $ | (0.07) | $ | 0.40 | $ | 0.55 | $ | 1.34 | |||||||||||||||||||||||||||
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(1)Fair value adjustments on acquired assets relate to the acquisition of Alacer's inventories and mineral properties.
(2)COVID-19 related costs include direct, incremental costs associated with COVID-19 at all operations.
(3)Represents charges related to a tax settlement and an uncertain tax position.
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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'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's underlying operations, including impairment charges; foreign exchange gains (losses); transaction and integration expenses; unrealized gains (losses) on derivatives; and other non-recurring items.
The most directly comparable financial measure prepared in accordance with GAAP to EBITDA and Adjusted EBITDA is net income (loss) attributable to equity holders of SSR Mining.
The following is a reconciliation of net income (loss) attributable to equity holders of SSR Mining to EBITDA and adjusted EBITDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
(in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||||
| Net income (loss) attributable to equity holders of SSR Mining (GAAP) | $ | (25,793) | $ | 57,060 | $ | 100,256 | $ | 240,641 | |||||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interests | (2,579) | 7,119 | 14,995 | 28,782 | |||||||||||||||||||||||||||||||
| Depletion, depreciation and amortization | 21,555 | 51,958 | 134,145 | 161,731 | |||||||||||||||||||||||||||||||
| Interest expense | 4,541 | 4,732 | 13,109 | 14,567 | |||||||||||||||||||||||||||||||
| Income and mining tax expense (benefit) | (13,808) | 14,285 | 8,775 | 27,483 | |||||||||||||||||||||||||||||||
| EBITDA (non-GAAP) | (16,084) | 135,154 | 271,280 | 473,204 | |||||||||||||||||||||||||||||||
Fair value adjustment on acquired inventories (1) | — | 17,161 | — | 49,205 | |||||||||||||||||||||||||||||||
COVID-19 related costs (2) | — | 2,480 | — | 7,160 | |||||||||||||||||||||||||||||||
| Foreign exchange loss (gain) | 11,577 | 1,595 | 19,733 | 2,904 | |||||||||||||||||||||||||||||||
| Alacer transaction and integration costs | — | 611 | — | 5,815 | |||||||||||||||||||||||||||||||
| Pitarrilla transaction costs | 1,561 | — | 1,561 | — | |||||||||||||||||||||||||||||||
| SEC conversion costs | — | 64 | 1,255 | 245 | |||||||||||||||||||||||||||||||
| Impairment of long-lived and other assets | — | 5 | — | 22,354 | |||||||||||||||||||||||||||||||
| Change in fair value of marketable securities | 37 | 4,524 | 3,836 | 6,472 | |||||||||||||||||||||||||||||||
| Loss (gain) on sale of mineral properties, plant and equipment | (128) | 1,152 | 1,213 | (462) | |||||||||||||||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | (3,037) | $ | 162,746 | $ | 298,878 | $ | 566,897 | |||||||||||||||||||||||||||
(1)Fair value adjustments on acquired inventories relate to the acquisition of Alacer.
(2)COVID-19 related costs include direct, incremental costs associated with COVID-19 at all operations.
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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 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's cash resources. The Company calculates free cash flow by deducting cash capital spending from cash generated by operating activities.
The following table provides a reconciliation of cash provided by operating activities to free cash flow:
| Nine Months Ended September 30, | ||||||||||||||||||||
(in thousands) | 2022 | 2021 | ||||||||||||||||||
Cash provided by operating activities (GAAP) | $ | 42,799 | $ | 424,380 | ||||||||||||||||
| Expenditures on mineral properties, plant and equipment | (116,155) | (128,924) | ||||||||||||||||||
| Free cash flow (non-GAAP) | $ | (73,356) | $ | 295,456 | ||||||||||||||||
Critical Accounting Estimates
Refer to the Company’s Management’s Discussion and Analysis of Critical Accounting Estimates included in Part II of the Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 23, 2022.
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 Annual Report on Form 10-K for the year ended December 31, 2021.
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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 Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022, which was amended on July 12, 2022 solely to reorganize information included in Part I, Item 2, and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-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.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risks during the nine month period ended September 30, 2022.
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, 2021 filed with the SEC on February 23, 2022.
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 September 30, 2022.
Changes in Internal Control Over Financial Reporting
There were no changes in internal control over financial reporting that occurred during the three months ended September 30, 2022, 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 18 to the Condensed Consolidated Financial Statements contained in this Report and is incorporated herein by reference.
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, 2021. 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
Under the Normal Course Issuer Bid (the “2022 NCIB”), which commenced on June 20, 2022, the Company was authorized to purchase up to 10,600,000 common shares through June 19, 2023. The Company purchased and cancelled 6,053,126 common shares via open market purchases through the facilities of the TSX and Nasdaq at a weighted average price paid per common share of $16.63 for approximately $100.0 million.
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 September 30, 2022:
| 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) | ||||||||||
| July 1 - July 31 | 3,218,770 | $16.45 | 4,016,612 | 6,583,388 (1) | ||||||||||
| August 1 - August 31 | 2,036,514 | $15.92 | 6,053,126 | 4,546,874 | ||||||||||
September 1 - September 30(3) | - | - | - | 4,546,874 | ||||||||||
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(1) The total number of shares purchased (and the average price paid per share) reflects shares purchased pursuant to the 2022 NCIB.
(2) The Company's Board of Directors authorized the 2022 NCIB, under which the Company was authorized to repurchase up to 10,600,000 common shares. The program commenced June 20, 2022 and on August 16, 2022, the Company had repurchased the maximum value of shares authorized by the Board of Directors.
(3) No shares were purchased in September pursuant to the 2022 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
None.
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ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| Exhibit Number | ||||||||
| 10.1 +* | ||||||||
| 10.2 +* | ||||||||
| 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 XBRL Taxonomy Extension Labels XBRL Taxonomy Extension Presentation | ||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
| + | Filed herewith | |||||||
| ++ | Furnished herewith | |||||||
| * | Indicates a management contract or compensatory plan or arrangement. | |||||||
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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: November 8, 2022 | /s/ Alison White | ||||
Name: Alison White Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
Date: November 8, 2022 | /s/ Russell Farnsworth | ||||
Name: Russell Farnsworth Title: Vice President, Controller (Principal Accounting Officer) | |||||
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TRANSITION AGREEMENT AND GENERAL RELEASE
This Transition Agreement (this “Agreement”) is made effective as of August 1, 2022 (the “Effective Date”) and sets forth the terms and conditions of the separation of Stewart Beckman (“Employee”) from SSR Mining Inc. (“SSR Mining”), together with its wholly owned subsidiary, SSR Management Inc., a Colorado corporation (“SSR Management”) (collectively, SSR Mining and SSR Management are referred to herein as the “Company”).
WHEREAS, Employee is currently employed with the Company in the position of Executive Vice President, Chief Operating Officer pursuant to the Employment Agreement dated as of October 1, 2020 between Employee and the Company (the “Employment Agreement”);
WHEREAS, the decision has been made to restructure the Employee’s position in a way that gives rise to Employee’s right to terminate the Employment Agreement for Good Reason effective as of June 28, 2022 and entitles Employee to the payment of certain contractual severance benefits as of such termination as set forth in Section 4.2 of the Employment Agreement and Section 3 of this Agreement;
WHEREAS, to preserve the continuity of the Company’s business, Employee and the Company desire to enter into a written agreement embodying their mutual understanding and promises concerning resolution of any and all issues related to Employee’s employment, his separation therefrom, and the transition of his duties on the terms set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, Employee and the Company agree as follows:
1.Transition Period and Separation. Employee’s last day of work with the Company will be December 15, 2022 (the “Separation Date”). During the time period between the Effective Date and the Separation Date (the “Transition Period”), Employee will complete and transition previously assigned tasks and satisfactorily perform such other advisory duties as may be assigned to Employee by the Company (“Successful Transition”).
2.Final Pay, Paid Time Off and Other Compensation. When and as required by the Colorado Wage Act, the Company will deliver to Employee final pay in the amount of all accrued and unused vacation and all accrued and unpaid Base Salary earned through the Separation Date, subject to standard payroll deductions and withholdings. During the Transition Period, notwithstanding any Company policy or practice to the contrary, any vacation or other paid time off to be taken by Employee must be approved in advance by the President and Chief Executive Officer (or his designee) in his sole discretion.
3.Contractual Severance Benefits. Pursuant to the Employment Agreement, as of the date of this Agreement, Employee is entitled to certain monetary or other entitlements as set forth in Section 4.2 of the Employment Agreement in connection with a termination for Good Reason (collectively, the “Contractual Severance Benefits”). Payment of the Contractual Severance Benefits will be made in accordance with Section 6 hereof.
4.Transition Payment. In consideration of, and subject to, the terms and conditions set forth in this Agreement, upon a Successful Transition, the Company shall make the following additional payments to Executive (collectively, the “Transition Payment”):
(a)Base Salary. The Company will pay Employee his Base Salary through the Separation Date.
(b)2022 Bonus. In consideration of, and subject to, the terms and conditions set forth in this Agreement, Employee shall receive a bonus for the 2022 fiscal year (the “2022 Bonus”) calculated using Employee’s target bonus. The calculation of the 2022 Bonus will be made following the Company’s normal-course performance evaluation cycle in early 2023 and will be performance-based with such performance being measured using a combination of goals set in early 2022 and additional goals/metrics related to a Successful Transition. Payment of the 2022 Bonus is expected to be made no later than March 30, 2023.
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(c)Vesting of Non-Prorated Equity. In addition to the pro-rata vesting of Employee’s outstanding unvested equity grants associated with a resignation for Good Reason pursuant to the equity plan documents, the remainder of Employee’s non-prorated equity grants shall vest as follows:
(i)all remaining unvested Restricted Share Units shall immediately vest on the Separation Date and will be issued in common shares of the Company;
(ii)the Performance Share Units granted in January 2020 will vest in full and shall be redeemed in cash in March 2023, with the performance for such Performance Share Units being calculated based on the actual performance of such Performance Share Units through the grant period; and
(iii)all other remaining unvested Performance Share Units shall vest on the Separation Date and will be redeemed in cash within a reasonable time following the Separation Date, with the performance for such Performance Share Units being deemed to be at target.
5.Consulting Services. Following the Transition Period, and as further consideration for the Transition Payment, Employee agrees to provide up to 800 hours of consulting services to the Company free of charge during the 2023 calendar year. The Company and Employee will enter into a written Consulting Agreement documenting the specific consulting services to be provided.
6.Payments. The Transition Payment is conditioned on a Successful Transition and Employee’s execution of the second release specified in Section 17 below and, in respect of the Transition Payment, provision of the consulting services as set forth in Section 5. Except for those payments set forth in Section 3(d)(ii) and Section 4(b) to be made in March 2023, the Contractual Severance Benefits and the Transition Payment will be paid to Employee within a reasonable time following the Separation Date.
7.Equity Grants. Employee acknowledges that, other than as specifically set forth in this Agreement, any rights with respect to equity grants to which Employee may be entitled shall be governed by the terms of the applicable Equity Plans. For the avoidance of doubt, Employee will not receive any new equity grants following the Separation Date.
8.Expense Reimbursements. Employee agrees that, within thirty (30) days of the Separation Date, Employee will submit Employee’s final documented expense reimbursement statement reflecting all business expenses Employee incurred through the Separation Date, if any, for which Employee seeks reimbursement. The Company will reimburse Employee for these expenses pursuant to the Company’s regular business practice.
9.No Other Compensation or Benefits. Employee acknowledges and agrees that, except as expressly provided in this Agreement in the above sections, Employee will not receive any additional compensation, severance or benefits after the Separation Date with respect to Employee’s employment by the Company.
10.Return of Company Property. On the Separation Date, Employee agrees to return to the Company all Company documents (and all copies thereof) and other Company property that Employee has had in Employee’s possession at any time, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, computers), credit cards, entry cards, identification badges and keys, and any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof).
11.Confidential and Proprietary Information Obligations. Employee will refrain from any unauthorized use or disclosure for any purpose of the Company’s proprietary or confidential information or materials. Any breach of Employee’s proprietary information obligations may cause the Company substantial harm and Employee agrees that the Company is entitled to specific performance of such obligations and may seek injunctive relief to enforce such obligations.
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12.Confidentiality. The provisions of this Agreement will be held in strictest confidence by Employee, and will not be publicized or disclosed in any manner whatsoever; provided, however, that Employee may disclose this Agreement to (i) Employee’s immediate family; (ii) his attorneys, accountants, auditors, tax preparers, and financial advisors; and (iii) as necessary to enforce this Agreement or as otherwise required by law. In particular, and without limitation, Employee agrees not to disclose the terms of this Agreement to any current or former Company employee. Without affecting the comprehensive nature of the waivers and releases in Sections 16 and 17 below, Employee acknowledges that the severance payment described herein is not related to any allegations of sexual harassment or sexual abuse, and further acknowledges that he has not been subjected to any conduct that could constitute sexual harassment or sexual abuse at any time during Employee’s employment with the Company.
13.Non-Disparagement. Employee agrees not to disparage the Company, or the Company’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to the Company’s business or business reputation; provided that Employee will respond accurately and fully to any question, inquiry or request for information when required by legal process.
14.Non-Competition. The Employee shall not, for a period of twelve (12) months immediately following the Separation Date, for any reason, on the Employee’s own behalf or on behalf of any Entity (as such term is defined in the Employment Agreement), whether directly or indirectly, in any capacity whatsoever, alone, through or in connection with any Entity, carry on or be engaged in or have any financial or other interest in or be otherwise commercially involved in any endeavor, activity or business in all or part of the Territory (as such term is defined in the Employment Agreement) which is competitive, in any way, with the Business (as such term is defined in the Employment Agreement). The Employee shall, however, not be in default under this Section 14 by virtue of the Employee holding, strictly for portfolio purposes and as a passive investor, no more than one percent (1%) of the issued and outstanding shares of or any other interest in, any body corporate which is listed on any recognized stock exchange, the business of which body corporate is in competition, in whole or in part, with the Company.
15.Non-Solicitation of Employees. The Employee shall not, for a period of twenty-four (24) months immediately following the Separation Date, for any reason, on the Employee’s own behalf or on behalf of or in connection with any other Entity, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, alone through or in connection with any Entity:
(a)seek in any way to persuade or entice any employee of the Parent, Company or any of their affiliates with whom the Executive has dealt during his employment with the Company to leave his or her employment with the Parent, Company or any of their affiliates;
(b)seek in any way to persuade or entice any contractor engaged by the Parent or Company or any of their affiliates with whom the Executive has dealt during his employment with the Company to terminate his engagement with the Parent, Company or any of their affiliates.
16.Release.
(a)In exchange for the payment(s) and other consideration under this Agreement to which Employee would not otherwise be entitled, Employee hereby releases, acquits and forever discharges the Company, the Company’s affiliates and their respective officers, directors, agents, servants, employees, attorneys, stockholders, insurers, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of the Agreement, including, but not limited to: (i) all such claims and demands directly or indirectly arising out of or in any way connected with Employee’s employment with the Company or the termination of that employment; (ii) claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; (iii) claims pursuant to any federal, state or local law, statute, or cause of action, including, but not limited to, the federal Civil Rights Act of 1964, as amended, the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967, as
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amended (“ADEA”), the Colorado Anti-Discrimination Act, as amended, tort law, contract law, wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, and breach of the implied covenant of good faith and fair dealing; provided, however, that the scope of this release shall exclude rights and obligations arising under this Agreement, and any claims that cannot be lawfully waived, including claims for unemployment and/or workers’ compensation benefits for which Employee may be eligible.
(b)Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act of 1967, as amended. Employee also acknowledges that the consideration given for the waiver and release in the preceding subparagraph hereof is in addition to anything of value to which Employee was already entitled.
(c)EMPLOYEE UNDERSTANDS THAT THIS RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS ARISING FROM ACTS, OMISSIONS, OR EVENTS OCCURING ON OR BEFORE THE DATE THIS AGREEMENT IS SIGNED BY EMPLOYEE.
(d)Notwithstanding the above, Employee understands that he/she is not prohibited from participating in any statutorily authorized governmental investigation, including before the Equal Employment Opportunity Commission.
17.Second Release. Upon a Successful Transition, as a condition of, and prerequisite to, receiving the Contractual Severance Benefits and Transaction Payment, Employee shall execute and return to the Company a further waiver and release (the “Second Release”) covering any rights or claims that may have arisen during the Transition Period, up to and including the date of the execution of the Second Release.
18.Miscellaneous.
(c)Employee’s Acknowledgments. Employee acknowledges that he/she has been fully paid for all wages, compensation, payments, vacation pay and benefits to which Employee is entitled during Employee’s employment (excluding the additional consideration herein which is over and beyond what is owed to Employee). Employee further acknowledges that he/she has no known work-related injuries or occupational diseases for which Employee has not already filed a claim to the appropriate agency; and that he/she has no knowledge of any safety violations or corporate impropriety or fraud to support any allegation or complaint against the Company.
(d)Governing Law. All questions with respect to the construction of this Agreement and the rights and liabilities hereunder shall be governed by the laws of the State of Colorado, without regard to principles of conflict of laws, except to the extent such laws are preempted by applicable federal law.
(e)Venue; Jurisdiction. The Company and the Employee agree that any action brought by any party under or in relation to this Agreement, including, without limitation, to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the exclusive jurisdiction and venue of, the state and/or federal courts located in Denver, Colorado. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which such party may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute.
(f)Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be deemed changed and/or interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement, all of which shall be severable, will continue in full force and effect.
(g)Legal Advice. Each of the parties warrants and represents that in executing this Agreement, such party has relied on legal advice from the attorney of such party’s choice.
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(h)Inurement. This Agreement will bind the heirs, personal representatives, successors and assigns of Employee and the Company, and inure to the benefit of both Employee and the Company, their heirs, successors and assigns.
(i)Entire Agreement. This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between the parties with regard to this subject matter. It is entered into without reliance on any promise, agreement or representation, written or oral, other than those expressly contained herein, and it supersedes any other such agreements (including, without limitation, the Employment Agreement other than provisions incorporated into this Agreement), promises, warranties or representations with respect to the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by both Employee and a duly authorized officer of the Company.
(j)Headings. Descriptive headings used herein are used for convenience only and shall not be deemed to affect the meaning or construction of any provisions hereof.
(k)Waiver of Terms. A waiver of any term or condition of this Agreement will not be deemed to be, and may not be construed as, a waiver of any other term or condition hereof.
(l)Neutral Construction. This Agreement will be construed neutrally, and will not be applied more strictly against one party than another.
(m)Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Executed counterparts delivered by facsimile or e-mail will be deemed executed and delivered originals.
(n)Attorneys’ Fees. In the event of any dispute between Employee and the Company arising out of or relating to this Agreement, the prevailing party in any resulting legal proceeding shall be entitled, in addition to any other award, to an award of its, her or their costs and reasonable attorneys’ fees incurred in such proceeding.
(o)Notice Provisions. Except as otherwise expressly provided herein, all notices relating to this Agreement shall be in writing and either delivered by hand, courier service or facsimile transmission and addressed as follows:
The Employee: Stewart Beckman
463 Detroit Street
Denver, CO 80206
The Company: SSR Mining Inc.
SSR Management Inc.
6900 East Layton Ave Suite 1300
Denver, CO 80237
Attention: Chief Legal and Administrative Officer
Any address referred to in this Subsection 18(m) may be changed by notice given in accordance with the provisions of this subsection. Any notice which is delivered by hand, courier service or facsimile transmission shall be effective when delivered.
[SIGNATURE PAGE FOLLOWS]
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..
IN WITHNESS WHEREOF, the parties have executed this Agreement as of the last date set forth below.
EMPLOYEE
/s/ Steward Beckman Date: August 1, 2022
Stewart Beckman
SSR MINING INC.
By: /s/ Rod P. Antal Date: August 1, 2022
Name: Rod P. Antal
Title: President and Chief Executive Officer
SSR MANAGEMENT INC.
By: /s/ Michael J. Sparks Date: August 1, 2022
Name: Michael J. Sparks
Title: Chief Legal & Administrative Officer
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SSR MINING INC.
SHORT-TERM INCENTIVE COMPENSATION PROGRAM PLAN
SECTION 1. PURPOSES
The purpose of the Short-Term Incentive Compensation Program Plan (the “Plan”) is to attract, retain and motivate selected employees of SSR Mining Inc. (the “Company”) and its subsidiaries and affiliates in order to promote the Company's long-term growth and profitability. Each subsidiary or affiliate of the Company that employs a Participant shall adopt this Plan (each, a “Participating Employer”).
SECTION 2. ADMINISTRATION
(a)The Plan shall be administered by the Compensation & Leadership Development Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), or such other committee appointed by the Board from time to time. Notwithstanding anything to the contrary contained in, this Plan, the Committee may allocate among its members and may delegate some or all of its authority or administrative responsibility to such individual or individuals who are not members of the Committee as it shall deem necessary or appropriate, including, but not limited to, the Executive Committee of the Company. Further, from time to time, the Board may assume, at its sole discretion, full or partial responsibility for administration of the Plan.
(b)The Committee or its delegates shall have complete control over the administration of the Plan, and shall have the authority in its sole and absolute discretion to: (i) exercise all of the powers granted to it under the Plan; (ii) construe, interpret and implement the Plan; (iii) prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations governing its own operations; (iv) make all determinations necessary or advisable in administering the Plan (including, without limitation, calculating the size of the Bonus (as defined below) payable to each Participant (as defined in Section 4)); and (v) correct any defect, supply any omission and reconcile any inconsistency in the Plan.
(c)The determination of the Committee or its delegates on all matters relating to the Plan and any amounts payable thereunder shall be final, binding, and conclusive on all parties.
(d)For each Performance Period (as defined below), the Company, in its sole discretion, shall determine the amount of the annual bonus pool (the “Bonus Pool”) available, and may allocate the Bonus Pool to sub-pools for specific locations and groups based upon actual performance against target performance objectives.
SECTION 3. PERFORMANCE PERIOD
The Plan shall operate for successive periods (each a “Performance Period”) equal to one full fiscal year and/or portions of fiscal years of the Company, as determined by the Committee.
SECTION 4. PARTICIPATION
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(a)The Company shall determine those individuals who shall participate in the Plan for each Performance Period (the “Participants”). Except as otherwise provided in this Plan, the Company shall have the authority at any time during the Performance Period to remove Participants from the Plan for that Performance Period and to add Participants to the Plan for a particular Performance Period.
(b)Generally, regular, full-time employees in a Bonus-eligible role will be eligible to be Participants. Employees covered by a collective bargaining agreement are not eligible to be Participants. Employees on a performance improvement plan, in a notice period, or in a documented non-compliance with Company policy are generally not eligible for a Bonus in the impacted Performance Period(s).
SECTION 5. BONUS AMOUNT DETERMINATION
(a)Each Participant shall be paid a bonus (each Participant’s bonus amount for each Performance Period, as so reduced or increased pursuant hereto, a “Bonus”) based upon the achievement of one or more performance measures selected by the Committee. Each Bonus shall be determined based on two components: the individual performance of the Participant and Company performance. The performance goals for individual performance and Company performance to be used by the Committee shall be determined by the Committee from time to time. Performance goals may be adjusted after their establishment in such manner as the Committee considers necessary or appropriate. If a Participant is subject to multiple performance goals or becomes eligible for a Bonus due to role changes within a Performance Period, calculation of such Participant’s Bonus may be adjusted and/or prorated as determined by the Committee in its sole discretion.
(b)Notwithstanding anything to the contrary in this Plan, the Committee may, in its sole discretion, reduce or increase the Bonus for any Participant for a particular Performance Period at any time prior to the payment of Bonuses to Participants pursuant to Section 6 without the consent of such Participant. The Committee may deduct any other awards received by a Participant during a Performance Period from any Bonus to be awarded for such Performance Period.
(c)Nothing in this Plan guarantees that any Bonus will be made to any Participant for any Performance Period. Receipt of a Bonus for one Performance Period does not guarantee eligibility or a particular amount of any Bonus for any future Performance Period. A Participant’s annual performance target percentage is a target only and not a guarantee of any particular Bonus amount for any Performance Period.
(d)Participants who are on approved leave, parental leave, sick leave, short-term disability, or not working because of a work-related injury during the applicable Performance Period will generally be eligible to receive a Bonus prorated for days actually worked during the applicable Performance Period. Participants who are hired through September 30 of a Performance Period will generally be eligible for a prorated Bonus based on hire date. Employees hired on or after October 1 of a Performance Period will generally not be eligible for a Bonus in such Performance Period but will become Participants for the next subsequent Performance Period.
(e)If a Participant's employment with the Company terminates for any reason before the end of a Performance Period, the Committee shall have the discretion to determine whether (i) such Participant shall be entitled to any Bonus at all, (ii) such Participant's Bonus shall be reduced on a pro-rata basis to reflect the portion of such Performance Period the Participant was employed by the Company or
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(iii) to make such other arrangements as the Committee deems appropriate in connection with the termination of such Participant's employment.
SECTION 6. PAYMENT; WITHHOLDING; OFFSET; CLAWBACK
(a)No Participant shall have any rights to payment of any amounts under this Plan unless and until the Committee determines the amount of such Participant's Bonus, that such Bonus shall be paid and the method and timing of its payment.
(b)Each Participant's Bonus shall be payable in cash by such Participant’s Participating Employer, or in the case of a Participant employed by more than one Participating Employer, by each such employer as determined by the Committee.
(c)Except as otherwise provided herein, to be eligible to receive payment of any Bonus, a Participant must be employed by the Company on the payment date for such Bonus. Unless the Committee expressly agrees otherwise in writing pursuant to Section 5(e) or a Participant is subject to a written plan or agreement with the Company that states otherwise, if a Participant ceases to be employed by the Company or the applicable Participating Employer, as applicable, before the date on which a Bonus is paid, such Participant will not be eligible to receive any such Bonus that would otherwise have been payable if such Participant had been employed on the payment date.
(d)In connection with any payments to a Participant or other event under the Plan that gives rise to a federal, state, local or other tax withholding obligation relating to the Plan, (i) the Company and any Participating Employer may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to such Participant whether or not pursuant to the Plan or (ii) the Committee shall be entitled to require that such Participant remit cash (through payroll deduction or otherwise), in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligation.
(e)The Company and any Participating Employer shall have the right to offset against the obligation to pay a Bonus to any Participant, any outstanding amounts such Participant then owes to the Company.
(f)All Bonuses granted under the Plan, shall be subject to clawback or recoupment as permitted or mandated by applicable law, rules, regulations, or Company policy as enacted, adopted or modified from time to time.
SECTION 7. GENERAL PROVISIONS
(a)Amendment, Termination, etc. The Board or the Committee may at any time and from time to time modify, alter, amend, suspend, discontinue, or terminate the Plan, including in any manner that adversely affects the rights of Participants.
(b)No Third-Party Beneficiaries; Nonassignability. The Plan shall not confer on any person other than the Company and any Participant any rights or remedies hereunder. The terms of this Plan shall be binding upon and inure to the benefit of the Company, each Participating Employer and their successors and assigns and each permitted successor or assign of each Participant as provided in Section 7(b). No rights of any Participant (or of any beneficiary pursuant to this Section 7(b)) under the Plan may
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be sold, exchanged, transferred, assigned, pledged, hypothecated, or otherwise disposed of (including through the use of any cash-settled instrument), either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent and distribution. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 7(b) shall be void. In the event of a Participant's death, any amounts payable under the Plan shall be paid in accordance with the Plan to a Participant's estate. A Participant's estate shall have no rights under the Plan to receive such amounts, if any, as may be payable under this Section 7(b), and all of the terms of this Plan shall be binding upon any such Participant's estate.
(c)Plan Creates No Employment Rights. Nothing in the Plan shall confer upon any Participant the right to continue in the employ of the Company for the Performance Period or thereafter or affect any right which the Company may have to terminate such employment.
(d)Governing Law; Venue. All rights and obligations under the Plan shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to principles of conflict of laws. Any dispute, controversy or claim between the Company and any Participant arising out of or relating to or concerning the provisions of the Plan shall be heard only in a United States federal court or a state court having subject matter jurisdiction located in Denver, Colorado.
(e)Severability; Entire Agreement. If any of the provisions of this Plan is finally held to be invalid, illegal, or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby. This Plan shall not supersede any other agreement, written or oral, pertaining to the matters covered herein, except to the extent of any inconsistency between this Plan and any prior agreement, in which case this Plan shall prevail.
(f)Headings; Construction. The headings in this Plan are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof. In the construction of this Plan, the singular shall include the plural, and vice versa, in all cases where such meanings would be appropriate. Nothing in this Plan shall preclude or limit the ability of the Company, its subsidiaries, and affiliates to pay any compensation to a Participant under any other plan or compensatory arrangement whether or not in effect on the date this Plan was adopted.
(g)Indemnification. No member of the Board or the Committee or any employee of the Company or any of its subsidiaries or affiliates (each such person a “Covered Person”) shall have any liability to any person (including, without limitation, any Participant) for any action taken or omitted to be taken or any determination made with respect to the Plan or any Bonus. Each Covered Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense (including attorneys’ fees, collectively “Losses”) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan and against and from any and all amounts paid by such Covered Person, except to the extent that such Losses result from such Covered Person’s bad faith, fraud or willful criminal act or omission. The Company shall have the right to assume and defend any such action, suit or proceeding and shall have sole control over such defense. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company's Bylaws, as a matter of law, or otherwise.
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Exhibit 31.1
SSR Mining Inc.
Certification of Chief Executive Officer Certification Pursuant to Rule 13a-14 or 15d-14 of The Securities Exchange Act Of 1934, as Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
I, Rodney P. Antal, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of SSR Mining Inc.;
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 control 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 function):
(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.
Dated: November 8, 2022
/s/ Rodney P. Antal
Rodney P. Antal
President and Chief Executive Officer
Exhibit 31.2
SSR Mining Inc.
Certification of Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of The Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
I, Alison White, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of SSR Mining Inc.;
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 control 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 function):
(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.
Dated: November 8, 2022
/s/ Alison White
Alison White
Executive Vice President, Chief Financial Officer
Exhibit 32.1
SSR Mining Inc.
Certification of Chief Executive Officer 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 on Form 10-Q of SSR Mining Inc. (the “Company”) for the quarter ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rodney P. Antal, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 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.
By: /s/ Rodney P. Antal
Rodney P. Antal
President and Chief Executive Officer
Rodney P. Antal
President and Chief Executive Officer
Dated: November 8, 2022
Exhibit 32.2
SSR Mining Inc.
Certification of Chief Financial Officer 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 on Form 10-Q of SSR Mining Inc. (the “Company”) for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alison White, Executive Vice President, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 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.
By: /s/ Alison White
Alison White
Executive Vice President, Chief Financial Officer
Alison White
Executive Vice President, Chief Financial Officer
Dated: November 8, 2022
Exhibit 95
Mine Safety Information
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 a U.S. mining operator 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 quarter ended September 30, 2022. The proposed assessments for the quarter ended September 30, 2022 were taken from the MSHA data retrieval system as of October 3, 2022.
Additional information about the Act and MSHA references used in the table follows.
•Section 104(a) Significant and Substantial ("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.
| Quarter Ended September 30, 2022 | |||||||||||||||||||||||
| Mine | Section 104(a) S&S Citations | Section 104(b) Orders | Section 104(d) S&S Citations and Orders | Section 110(b)(2) Violations | Section 107(a) Orders | ($ in thousands) Proposed MSHA Assessments | Fatalities | ||||||||||||||||
| Marigold Mine (MSHA ID# 2602081) | 0 | 0 | 0 | 0 | 0 | $— | 0 | ||||||||||||||||
Pattern or Potential Pattern of Violations. During the quarter ended September 30, 2022, none of the mines operated by the Company received written notice from MSHA of (a) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under section 104(e) of the Mine Act or (b) the potential to have such a pattern.
Pending Legal Actions. Legal actions pending before the Federal Mine Safety and Health Review Commission (the “Commission”), an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act, may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA or complaints of discrimination by miners under section 105 of the Mine Act. The following is a brief description of the types of legal actions that may be brought before the Commission.
•Contests of Citations and Orders. A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA.
•Contests of Proposed Penalties (Petitions for Assessment of Penalties): A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order. The validity of the citation may also be challenged in this proceeding as well.
•Complaints for Compensation: A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
•Complaints of Discharge, Discrimination or Interference: A discrimination proceeding is a case that involves a miner’s allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint.
•Applications for Temporary Relief: An application for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act.
•Appeals of Judges’ Decisions or Orders to the Commission: A filing with the Commission of a petition for discretionary review of a Judge’s decision or order by a person who has been adversely affected or aggrieved by such decision or order.
During the quarter ended September 30, 2022, none of the mines operated by the Company had any pending legal actions before the Commission, any legal actions instituted, or any legal actions resolved.