Ssr Mining Inc 10-K/A for FY2022
Ssr Mining Inc. (SSRM)
10-K/A
2023-03-17
For: 2022-12-31
View Original
Added on
April 10, 2026
About this 10-K/A
Ssr Mining Inc filed this 10-K/A on March 17, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.15B
- down 22.1% from $1.47B a year earlier
- Net income
- $194.14M
- down 47.3% from net income of $368.08M a year earlier
- Diluted EPS
- $0.89
- down 45.4% from $1.63 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A (Amendment No. 1)
(Mark One)
For the Fiscal Year Ended December 31 , 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 | ||||||
Securities registered pursuant to Section 12(g) of the Act. None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). ☐ Yes ☒ No
At June 30, 2022, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was $3,537,761,233 based on the closing sale price as reported on Nasdaq Global Market on that date. There were 206,762,854 common shares outstanding on January 31, 2023.
DOCUMENTS INCORPORATED BY REFERENCE
EXPLANATORY NOTE
This Amendment to the Annual Report on Form 10-K/A (this "Amendment") amends the original Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "Form 10-K") of SSR Mining Inc. (the "Company"), as filed with the Securities and Exchange Commission on February 22, 2023.
The Amendment is being filed solely to correct a typographical error related to the date of the audit opinion (the "Audit Opinion") included in the Form 10-K. The date of the Audit Opinion of PricewaterhouseCoopers LLP, entitled "Report of Independent Registered Public Accounting Firm," contained in Part II, Item 8 "Consolidated Financial Statements and Supplementary Date" of the Form 10-K, was incorrectly entered, solely in the Form 10-K, as February 23, 2023, instead of February 22, 2023.
The Company’s audited consolidated financial statements contained in Part II, Item 8 of the Form 10-K have not changed in any manner. A new currently dated consent of PricewaterhouseCoopers LLP is also included as Exhibit 23.1.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed or furnished with the Amendment as Exhibits 31.1, 31.2, 32.1 and 32.2.
Except as expressly set forth above, the Amendment does not, and does not purport to, amend, update, or restate any other information in the Form 10-K or reflect any events that have occurred after the filing of the Form 10-K. Accordingly, this Amendment should be read in conjunction with the Form 10-K.
TABLE OF CONTENTS
| Page | |||||
| PART II | |||||
| PART IV | |||||
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | |||||
PART II
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of SSR Mining Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of SSR Mining Inc. and its subsidiaries (together, the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations, cash flows and statement of changes in equity for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
2
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Fair value of mineral properties acquired on initial consolidation of a variable interest entity
As described in Note 3 to the consolidated financial statements, on November 17, 2022, the Company acquired an additional 30% ownership in Kartaltepe Madencilik Sanayi ve Ticaret Anonim Şirketi (“Kartaltepe”) from joint venture partner Lidya Madencilik Sanayi ve Ticaret A.Ş (“Lidya”) for total consideration of $150 million in cash. The Company previously owned 50% of Kartaltepe and accounted for its interest as an equity method investment. Upon completion of this transaction, the Company owns 80% of Kartaltepe and is considered the primary beneficiary of the variable interest entity (“VIE”) and consolidated Kartaltepe as an initial consolidation of a VIE that is not a business. As a result, management was required to determine the total amount of the net assets recognized at fair value. The assets acquired included mineral properties which, on a consolidated basis, were valued at $362 million. The fair value of the mineral properties was determined based on income and market valuation methods. Management applied significant judgment in determining the fair value of the mineral properties, including the use of significant assumptions such as future metal prices, estimated quantities of mineral reserves and mineral resources, in-situ multiples, future operating costs and discount rates. The Company’s estimated quantities of mineral reserves and mineral resources are based on information prepared by qualified persons (management’s specialists).
The principal considerations for our determination that performing procedures relating to the fair value of mineral properties acquired on initial consolidation of a VIE is a critical audit matter are (i) the significant judgment required by management, including the use of management’s specialists, in determining the fair value of the acquired mineral properties; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the fair value measurement of the acquired mineral properties, including significant assumptions such as future metal prices, estimated quantities of mineral reserves and mineral resources, in-situ multiples, future operating costs and discount rates; and (iii) the audit effort involved the use of professionals with specialized skills and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the fair value of mineral properties acquired on initial consolidation of a VIE, including controls relating to the significant assumptions used in those management estimates. These procedures also included, among others, (i) testing management’s process for determining the fair value of the acquired mineral properties (ii) evaluating the appropriateness of the income and market valuation methods; (iii) testing the completeness and accuracy of the underlying data used in the cash flow models; and (iv) evaluating the reasonableness of the significant assumptions used by management, including the future metal prices, estimated quantities of mineral reserves and mineral resources, in-situ multiples, future operating costs and discount rates. Evaluating the reasonableness of the future metal prices involved comparing them to external market and industry data. Evaluating the reasonableness of future operating costs involved comparing them to historical results at the Çöpler Gold Mine. The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of the estimated quantities of mineral reserves and mineral resources. As a basis for using this work, management’s specialists’ qualifications were understood and the Company’s relationship with management’s specialists was assessed. The procedures performed also included evaluation of the methods and assumptions used by management’s specialists, tests of the data used by management’s specialists and an evaluation of management’s specialists’ findings. Professionals with specialized skill and knowledge assisted us in evaluating the reasonableness of the discount rates and in-situ multiples.
Assessment of impairment indicators for mineral properties, plant and equipment, net
As described in Note 2 to the consolidated financial statements, the carrying value of mineral properties, plant and equipment, net is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets or asset groups may not be recoverable (impairment indicators). The carrying amount of the Company’s mineral properties, plant
3
and equipment, net was $3.5 billion as of December 31, 2022. Management applies judgment to assess whether there are impairment indicators present that give rise to the requirement to conduct an impairment test. Events or changes in circumstances that could trigger an impairment test include (i) significant adverse changes in the business climate including changes in future metal prices; (ii) significant changes in the extent or manner in which the asset is being used or its physical condition including significant decreases in production or mineral reserves; and (iii) significant decreases in the market price of the assets.
The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators of mineral properties, plant and equipment, net is a critical audit matter are that there was judgment by management when assessing whether there were impairment indicators related to the Company’s mineral properties, plant and equipment, net, specifically related to assessing whether there were (i) significant adverse changes in the business climate including changes in future metal prices; (ii) significant changes in the extent or manner in which the asset is being used or its physical condition including significant decreases in production or mineral reserves; and (iii) significant decreases in the market price of the assets. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to the judgments made by management in their assessment of impairment indicators that could give rise to the requirement to conduct an impairment test.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of impairment indicators of mineral properties, plant and equipment, net. These procedures also included, among others, (i) evaluating whether there were significant adverse changes in the business climate including changes in future metal prices by considering external market and industry data; (ii) evaluating whether there were any significant changes in the extent or manner in which the asset is being used or its physical condition including by assessing any significant decreases in production or mineral reserves by considering mineral reserve and resource technical reports and production results compared to historical actuals; and (iii) assessing whether there were significant decreases in the market price of the assets by considering any significant or prolonged declines in the Company’s share price, and evidence obtained in other areas of the audit.
/s/ PricewaterhouseCoopers LLP
Chartered Professional Accountants
February 22, 2023
We have served as the Company's auditor since 1989.
4
SSR Mining Inc.
Consolidated Statements of Operations
(in thousands)
| Years Ended December 31, | |||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||
| Revenue | $ | $ | $ | ||||||||||||||||||||||||||
| Operating Costs and Expenses: | |||||||||||||||||||||||||||||
Cost of sales (1) | |||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||||||||||||||
| Gain on acquisition of Kartaltepe | |||||||||||||||||||||||||||||
| Other income (expense) | ( | ||||||||||||||||||||||||||||
| Foreign exchange gain (loss) | ( | ( | |||||||||||||||||||||||||||
| Total other income (expense) | ( | ||||||||||||||||||||||||||||
| Income before income and mining taxes | |||||||||||||||||||||||||||||
| Income and mining tax benefit (expense) | ( | ( | |||||||||||||||||||||||||||
| Equity loss of affiliates | ( | ( | ( | ||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
| Net income attributable to non-controlling interest | ( | ( | ( | ||||||||||||||||||||||||||
| Net income attributable to SSR Mining shareholders | $ | $ | $ | ||||||||||||||||||||||||||
| Net income per share attributable to SSR Mining shareholders | |||||||||||||||||||||||||||||
| Basic | $ | $ | $ | ||||||||||||||||||||||||||
| Diluted | $ | $ | $ | ||||||||||||||||||||||||||
(1) Excludes depreciation, depletion, and amortization.
The accompanying notes are an integral part of the Consolidated Financial Statements.
5
SSR Mining Inc.
Consolidated Statements of Cash Flows
(in thousands)
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
| Operating activities | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | |||||||||||||||||||||||
| Adjustments for: | ||||||||||||||||||||||||||
| Depletion, depreciation, and amortization | ||||||||||||||||||||||||||
| Amortization of debt discount | ||||||||||||||||||||||||||
| Reclamation accretion expense | ||||||||||||||||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||
| Equity 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 | ( | |||||||||||||||||||||||||
| Gain on acquisition of Kartaltepe | ( | |||||||||||||||||||||||||
| Impairment of long-lived and other assets | ||||||||||||||||||||||||||
| Non-cash care and maintenance | ||||||||||||||||||||||||||
| Loss (gain) on foreign exchange | ||||||||||||||||||||||||||
| Net change in operating assets and liabilities | ( | ( | ( | |||||||||||||||||||||||
| Net cash provided by (used in) operating activities | ||||||||||||||||||||||||||
| Investing activities | ||||||||||||||||||||||||||
| Additions to mineral properties, plant and equipment | ( | ( | ( | |||||||||||||||||||||||
Acquisitions, net (1) | ( | |||||||||||||||||||||||||
| Purchases of marketable securities | ( | ( | ( | |||||||||||||||||||||||
| Proceeds on Royalty Portfolio sale | ||||||||||||||||||||||||||
| Proceeds from sales of marketable securities | ||||||||||||||||||||||||||
| Proceeds from repayment of note receivable | ||||||||||||||||||||||||||
| Proceeds from sale of mineral properties, plant and equipment | ||||||||||||||||||||||||||
| Other investing activities | ( | ( | ||||||||||||||||||||||||
| Net cash provided by (used in) investing activities | ( | ( | ||||||||||||||||||||||||
6
SSR Mining Inc.
Consolidated Statements of Cash Flows
(in thousands)
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
| Financing activities | ||||||||||||||||||||||||||
| Repayment of debt, principal | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
| Redemption of convertible notes | ( | |||||||||||||||||||||||||
| Proceeds from issuance of debt | ||||||||||||||||||||||||||
| Purchase of common shares | ( | ( | ||||||||||||||||||||||||
| Proceeds from exercise of stock options | ||||||||||||||||||||||||||
| Principal payments on finance leases | ( | ( | ( | |||||||||||||||||||||||
| Non-controlling interest dividend | ( | ( | ||||||||||||||||||||||||
| Dividends paid | ( | ( | ||||||||||||||||||||||||
| Settlement of restricted and performance share units | ( | |||||||||||||||||||||||||
| Other financing activities | ( | |||||||||||||||||||||||||
| Net cash provided by (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 year | ||||||||||||||||||||||||||
| Cash, cash equivalents, and restricted cash, end of year | $ | $ | $ | |||||||||||||||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash: | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||||||||
| Restricted cash | ||||||||||||||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | $ | |||||||||||||||||||||||
(1) Acquisitions, net for the year ended December 31, 2022 is comprised of $24.8 million cash paid in the acquisition of Taiga Gold Corp., net of $4.7 million of cash and cash equivalents acquired, and $150.0 million cash paid in the acquisition of an additional 30 % ownership in Kartaltepe. Acquisitions, net for the year ended December 31, 2020 is comprised of $303.4 million of cash, cash equivalents, and restricted cash acquired as part of the Alacer acquisition. Refer to Note 3 for further details.
The accompanying notes are an integral part of the Consolidated Financial Statements.
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SSR Mining Inc.
Consolidated Balance Sheets
(in thousands)
| December 31, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| ASSETS | |||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
| Marketable securities | |||||||||||||||||
| Trade and other receivables | |||||||||||||||||
| Inventories | |||||||||||||||||
| Restricted cash | |||||||||||||||||
| 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 | |||||||||||||||||
| SSR Mining’s shareholders’ equity | |||||||||||||||||
| Non-controlling interest | |||||||||||||||||
| Total equity | |||||||||||||||||
| Total liabilities and equity | $ | $ | |||||||||||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
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SSR Mining Inc.
Consolidated Statement of Changes of Equity
(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 January 1, 2020 | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of Alacer | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of RSUs and PSUs | — | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transfer of cash-settled RSUs | — | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of contingently redeemable shares | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | ( | ( | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of RSUs and PSUs | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transfer of equity-settled RSUs | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of contingently redeemable shares | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to shareholders of SSR Mining | — | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to non-controlling interest | — | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2021 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | ( | ( | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of RSUs | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
9
SSR Mining Inc.
Consolidated Statement of Changes of Equity
(in thousands)
| Dividends paid to shareholders of SSR Mining | — | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interest | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to non-controlling interest | — | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from non-controlling interest | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2022 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
10
SSR Mining Inc.
Notes to Consolidated Financial Statements
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 United States 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 silver and 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 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
The significant accounting policies used in the preparation of these consolidated financial statements are as follows:
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 particularly 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.
11
SSR Mining Inc.
Notes to Consolidated Financial Statements
Use of estimates
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the Company's Consolidated Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management’s estimates and assumptions relate to mineral reserves that are the basis for future cash flow estimates utilized in impairment calculations and units-of-production depreciation; reclamation liabilities; valuation of assets acquired and liabilities assumed in business combinations, asset acquisitions or the initial consolidation of variable interest entities ("VIEs"); estimates of fair value for certain reporting units and asset impairments (including impairments of long-lived assets and goodwill); estimates of recoverable metal in stockpile and leach pad inventories; estimates of the net realizable value of inventory, stockpiled ore and leach pad inventory; and estimates of deferred tax assets and liabilities. The Company has based its estimates on historical experience and various other assumptions that it believes to be reasonable. Accordingly, actual results may differ materially from these estimates under different assumptions or conditions. Changes in facts and circumstances may alter such estimates and affect the results of operations and financial position in future periods.
Principles of consolidation
These consolidated financial statements include the accounts of SSR Mining Inc., its wholly owned subsidiaries, and VIEs in which it is the primary beneficiary. Intercompany assets, liabilities, equity, income, expenses, and cash flows between SSR Mining Inc. and its subsidiaries have been eliminated on consolidation. Investments in joint ventures in which the Company has significant influence and VIEs where the Company is not the primary beneficiary are accounted for under the equity method of accounting.
Operating segments
The Company has five reportable segments for financial reporting purposes: Çöpler, Marigold, Seabee, Puna and exploration, evaluation and development properties. Çöpler, Marigold, Seabee and Puna segments represent the Company's four operating mine sites. The exploration, evaluation and development properties segment represents a portfolio of prospective exploration tenures, both near or adjacent to the existing operations (near-mine) and greenfield standalone prospects, across Türkiye, the U.S., Canada, Mexico, and Peru. For further information refer to Note 4.
Business combinations
The Company recognizes and measures the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date, while transaction and integration costs are expensed as incurred. Any excess of the purchase consideration when compared to the fair value of the net tangible and intangible assets acquired, if any, is recorded as goodwill. For material acquisitions, the Company engages third-party valuation specialists to assist with the determination of the fair value of assets acquired, liabilities assumed, non-controlling interest, if any, and goodwill, based on recognized business valuation methodologies. An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired, liabilities assumed, and non-controlling interest, if any, in a business combination. If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition date, and not later than one year from the acquisition date, the Company will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition. Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustment arises.
Foreign currency transactions
The functional and reporting currency of SSR Mining and each of its subsidiaries is the USD. Accordingly, foreign currency transactions and balances of the Company’s subsidiaries are remeasured as follows: (i) monetary assets and liabilities denominated in currencies other than the USD (“foreign currencies”) are remeasured into USD at the
12
SSR Mining Inc.
Notes to Consolidated Financial Statements
Inventories
Stockpiled ore, leach pad inventory, work-in-process inventory, and finished goods are valued at the lower of average cost or net realizable value (“NRV”). NRV is calculated using the estimated price at the time of sale based on prevailing and forecasted metal prices, less estimated future costs to convert the inventory into saleable form, depreciation, and all associated selling costs. Any write-downs of inventory to NRV are recognized within Cost of sales and Depreciation, depletion, and amortization in the Consolidated Statements of Operations.
Stockpiled ore represents ore that has been extracted from the mine and is available for further processing. The cost of stockpiled ore is derived from the current mining costs incurred up to the point of stockpiling the ore and is removed at the weighted average cost as ore is processed. Quantities of stockpiled ore are verified by periodic surveys. Stockpiled ore that is not expected to be processed within the next twelve months is classified as non-current.
Leach pad inventory represents ore that has been mined and placed on leach pads where a solution is applied to the surface of the heap to dissolve the gold and by-products. The resulting solution is further processed in a plant to recover the gold. The cost of leach pad inventory is derived from current mining and leaching costs and is removed at the weighted average cost per recoverable ounce of gold on the leach pads as ounces of gold are recovered. Estimates of recoverable gold in the leach pads are calculated based on the quantities of ore placed on the leach pads (measured tonnes added to the leach pads), the grade of ore placed on the leach pads (based on assay data), and an estimated recovery percentage (based on estimated recovery assumptions from the block model). The nature of the leaching process inherently limits the ability to precisely monitor inventory levels. As a result, estimates are refined based on actual results and engineering studies over time. The final recovery of gold from leach pads will not be known until the leaching process is concluded at the end of the mine life. Ore on leach pads that is not expected to be recovered within the next twelve months is classified as non-current.
13
SSR Mining Inc.
Notes to Consolidated Financial Statements
Work-in-process inventory represents material that is currently in the process of being converted to a saleable product, whether being processed in a mill or following recovery from a leach pad. Work-in-process inventory is determined based on assays of the material fed into the process and the projected recoveries of the respective processing plants. Work-in-process inventory is valued at the lower of average cost of the material fed into the process plus the in-process conversion costs, including applicable depreciation relating to the process facilities, or NRV.
Finished goods inventory includes metal concentrates at site and in transit, doré at a site or a refinery, or gold bullion and are valued at the lower of the average cost of the respective in-process inventories incurred prior to the refining process, plus applicable refining costs, or NRV. Costs are transferred from finished goods inventory and recorded as Cost of sales and Depreciation, depletion and amortization in the Consolidated Statements of Operations upon sale.
Mineral properties, plant and equipment
Mineral properties
Mineral properties are capitalized at fair value at the acquisition date. Mineral properties may include mineral reserves, mineral resources and exploration potential. Mineral reserves represent the estimate of ore that can be economically and legally extracted from the Company's mining properties. Production stage mineral properties are operating properties that contain proven and probable reserves and are amortized using the units-of-production method based on the estimated recoverable ounces or pounds in proven and probable reserves. Development stage mineral properties are those under development that contain proven and probable reserves. Exploration stage mineral properties are those that potentially contain mineral resources, consisting of (i) areas adjacent to existing mineral resources and mineralization located within the immediate mine area; (ii) areas outside of immediate mine areas that are not part of mineral resources; and (iii) greenfield exploration potential that is not associated with any other production, development, or exploration stage property. Mineral properties in the development and exploration stage are not amortized until the property is converted to the production stage. Mineral exploration costs, including costs associated with prospecting, sampling, mapping, diamond drilling and other work involved in searching for mineral resources are charged to Exploration, evaluation and reclamation costs as incurred.
Mine development
Mine development costs include engineering and metallurgical studies, drilling and other related costs to delineate an ore body, the removal of overburden to initially expose an ore body at open pit surface mines and the building of access ways, shafts, lateral access, drifts, ramps and other infrastructure at underground mines. Capitalization of mine development project costs that meet the definition of an asset begins once mineralization is classified as proven and probable reserves.
Drilling and related costs are capitalized for an ore body where proven and probable reserves exist, and the activities are directed at obtaining additional information about the ore body or converting mineralized material to proven and probable reserves. All other drilling and related costs are expensed as incurred. Drilling costs incurred during the production phase for operational ore control are allocated to inventory costs and then included as a component of Cost of sales.
The cost of removing overburden and waste materials to access the ore body at an open pit mine prior to the production phase are referred to as “pre-stripping costs.” Pre-stripping costs are capitalized during the development of an open pit mine. Where multiple open pits exist at a mining complex utilizing common processing facilities, pre-stripping costs are capitalized for each pit. The removal, production, and sale of de minimis saleable materials may occur during the development phase of an open pit mine and are assigned incremental mining costs related to the removal of that material.
The production phase of an open pit mine commences when saleable minerals, beyond a de minimis amount, are produced. Stripping costs incurred during the production phase of a mine are variable cost of sales that are included
14
SSR Mining Inc.
Notes to Consolidated Financial Statements
as a component of inventory to be recognized in Cost of sales in the same period as the revenue from the sale of inventory.
Mine development costs are amortized using the units-of-production method based on estimated recoverable ounces or pounds in proven and probable reserves. To the extent that these costs benefit an entire ore body, they are amortized over the estimated life of the ore body. Costs incurred to access specific ore blocks or areas that only provide benefit over the life of that area are amortized over the estimated life of that specific ore block or area.
Plant and equipment
Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. Facilities and equipment acquired as part of a finance lease are capitalized and recorded as right-of-use ("ROU") assets based on the contractual lease terms. The carrying amounts of plant and equipment are depreciated to their estimated residual value over the estimated useful lives of the specific assets or the estimated life-of-mine ("LOM"), if shorter. Depreciation starts on the date when the asset is available for its intended use. Construction in process assets are not depreciated until available for their intended use. The major categories of plant and equipment are depreciated on a straight-line basis using the estimated lives indicated below:
| Vehicles | |||||
| Mining equipment | |||||
| Mobile equipment components | |||||
| Buildings | |||||
| Mine plant equipment | |||||
| Underground infrastructure | |||||
ROU assets - plant and equipment (1) | |||||
Impairment of long-lived assets
The Company assesses the carrying value of its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts of such assets may not be recoverable. Events or circumstances that could indicate that the carrying value of an asset or asset group may not be recoverable include, but are not limited to, significant adverse changes in the business climate including changes in future metal prices, significant changes to the extent or manner in which the asset is being used or its physical condition including significant decreases in production or mineral reserves, and significant decreases in the market price of the assets. In evaluating long-lived assets for recoverability, estimates of undiscounted future cash flows of the Company's mines are used. An impairment is considered to exist if total estimated undiscounted future cash flows are less than the carrying amount of the asset. Once it is determined that an impairment exists, an impairment loss is recognized based on the difference between the estimated fair value of the long-lived assets and their carrying amounts. Fair value is typically determined through the use of an income approach utilizing estimates of discounted future cash flows. Future cash flows are derived from current business plans which are developed using short and long-term metal price assumptions; estimates of costs; and resource, reserve and exploration potential estimates, including timing and costs to develop and produce the material and are considered Level 3 fair value measurements. The Company believes its estimates and models used to determine fair value are similar to what a market participant would use.
15
SSR Mining Inc.
Notes to Consolidated Financial Statements
Goodwill
Under the acquisition method of accounting for business combinations, the identifiable assets acquired and liabilities assumed are recognized at their estimated fair value as of the date of acquisition. The excess of the fair value of consideration paid over the fair value of the identifiable net assets acquired is recognized as Goodwill and allocated to the reporting units.
Stock-based compensation
The Company determines the fair value on the grant date for stock-based compensation awards and expenses the awards in the Consolidated Statements of Operations over the vesting period on a straight-line basis. Based on the terms of the award, and the Company’s intent and past practice for settlement in cash or shares, the awards are classified as liabilities or equity. The Company recognizes forfeitures as they occur.
Cash-settled stock-based compensation arrangements; including Deferred Share Units (“DSUs”), DSU Replacement Units, Performance Stock Units (“PSUs”), and PSU Replacement Units are remeasured at fair value at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period.
For equity-settled stock options, the fair value at the grant date is estimated using the Black-Scholes option pricing model. For Restricted Share Units (“RSUs”) and RSU Replacement Units, the fair value at the grant date is estimated based on the quoted market price of the Company’s common stock.
Income taxes
The income and mining tax expense for the period is comprised of current tax expense and deferred tax expense, and is recognized in the Consolidated Statements of Operations.
Current income tax
Current tax for each of the Company's taxable entities is based on the local taxable profit for the period at the local statutory tax rates enacted at the date of the Consolidated Balance Sheets as well as the available double tax treaty rates as ratified. Management periodically evaluates positions taken in tax returns in situations in which applicable tax regulation is subject to interpretation. The Company establishes provisions where appropriate on the basis of amounts expected to be paid to tax authorities. Any uncertain tax positions must meet a more-likely-than-not realization threshold to be recognized and any potential accrued interest and penalties related to unrecognized tax benefits are recognized within Income tax benefit (expense).
16
SSR Mining Inc.
Notes to Consolidated Financial Statements
Deferred tax
Deferred income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are determined by applying the enacted statutory tax rates in effect at the end of a reporting period to the cumulative temporary differences between the tax bases of assets and liabilities and their reported amounts in the Company’s consolidated financial statements. Deferred income tax assets are recognized for all deductible temporary differences to the extent that it is more likely than not that taxable profits will be available to be utilized against those deductible temporary differences. A valuation allowance for deferred tax assets is established when it is more likely than not that some portion of the benefit from deferred tax assets will not be realized. The extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized are reassessed at the end of each reporting period. The effect on deferred taxes of a change in tax rates is recognized in income during the period that the enactment is effective.
Deferred tax assets are recognized for investment incentive tax credits in Türkiye in the period earned as expenditures that are more likely than not to be accepted as eligible spend occur and it is more likely than not that taxable profits will be available to be utilized against those credits, which can be applied to current and future year income tax payments. The Company accounts for the investment incentive tax credit in Türkiye using the flow-through method. Under this method, the investment incentive tax credit is treated as a reduction of income taxes in the year in which the credit arises. Deferred income tax liabilities are not recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, unless it becomes apparent that the excess book over tax basis difference is expected to reverse in the foreseeable future. Accordingly, deferred income tax assets and liabilities are recognized for future withholding taxes payable where it has been determined that the amount would reasonably be payable in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset the current tax assets against the current tax liabilities, when they relate to income taxes levied by the same taxation authority, and the Company intends to settle its current tax assets and liabilities on a net basis.
Mining taxes and other tax arrangements
Mining taxes or royalties and other arrangements are treated as taxation arrangements when they have the characteristics of an income tax. This is the case when they are imposed under government authority and the amount payable is calculated by reference to an income measure. Obligations arising from royalty arrangements that do not satisfy these criteria are recognized as current liabilities and included within Cost of sales.
Investments
The Company has investments in debt securities and marketable equity securities. The Company determines the appropriate classification of debt securities at the time of purchase and re-evaluates such determinations at each reporting date. Current investments include marketable equity securities and held to maturity and available for sale debt securities. Marketable equity securities are carried at fair value. Held to maturity securities, classified based on the intent and ability to hold the securities to maturity, are carried at amortized cost. Marketable debt securities are categorized as available for sale and carried at fair value.
Gains and losses on the sale of securities are recognized on a specific identification basis. Unrealized gains and losses are included in Other income (expense) on the Consolidated Statements of Operations.
17
SSR Mining Inc.
Notes to Consolidated Financial Statements
Reclamation liabilities
The Company recognizes a liability for the fair value of estimated future reclamation costs when incurred. The liability is accreted over time through periodic charges to Exploration, evaluation and reclamation costs in the Consolidated Statements of Operations. In addition, the asset retirement cost is capitalized as part of the asset's carrying value and amortized over the life of the related asset. Reclamation liabilities are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of reclamation costs. Changes in the estimate of reclamation costs may result from changes in legal or regulatory requirements, increased obligations arising from additional mining and exploration activities, and changes to cost estimates. Changes in reclamation estimates at mines that are not currently operating, as the mine or portion of the mine site has entered the closure phase and has no substantive future economic value, are reflected in Exploration, evaluation and reclamation costs in the Consolidated Statements of Operations. The estimated reclamation obligation is based on when spending for an existing disturbance is expected to occur. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation at each mine site.
Leases
The Company has entered into lease contracts under which it is the lessee. The Company determines whether an arrangement is, or contains, a lease based on the substance of the arrangement at its inception. If the contract is determined to be a lease, the Company classifies the lease as either an operating or financing lease. Operating lease right of use ("ROU") assets are included in Other non-current assets and lease obligations are included in Accrued liabilities and other and Other non-current liabilities in the Consolidated Balance Sheets. Finance lease ROU assets are included in Mineral properties, plant and equipment and lease obligations are included in Finance lease liabilities in the Consolidated Balance Sheets.
ROU assets represent the Company’s right to use the underlying assets for the lease term and the corresponding lease liabilities represent its obligations to make lease payments arising from the leases. Operating and finance lease ROU assets and liabilities are recognized at the commencement date based on the present value of the expected lease payments over the lease term. When the rate of interest implicit in the lease cannot be readily determined, the Company uses its incremental borrowing rate in determining the present value of future lease payments.
Operating lease costs are recognized on a straight-line basis over the lease term. Finance lease costs are recognized based on the effective interest method for the lease liability and straight-line amortization of the ROU asset, resulting in more cost being recognized in earlier periods. Variable lease payments are recognized in the period in which they are incurred.
The Company has elected certain practical expedients including the short-term lease recognition exemption for all classes of underlying assets. Accordingly, leases with a term of one year or less have not and will not be recognized on the Consolidated Balance Sheets. The Company has also elected the practical expedient to not separate lease and non-lease components such as taxes and common area maintenance charges, in certain classes of assets such as its office facilities.
18
SSR Mining Inc.
Notes to Consolidated Financial Statements
Revenue recognition
The Company generates revenue by selling gold, copper, silver, lead and zinc produced from its mining operations. The majority of the Company’s sales come from the sale of refined gold bullion; however, the end product at the Company’s gold operations is generally doré bars. The Company also sells silver-lead and zinc concentrate to smelters for further treatment and refining.
Gold sales
Doré is sent to refiners to produce bullion that meets the required market standard of 99.95% gold. Under the terms of the Company’s refining agreements, the doré bars are refined for a fee, and the Company’s share of the refined gold and separately recovered silver is credited to its bullion account. Doré produced at Marigold and Seabee is sold primarily to bullion banks in the London spot market. Doré produced at Çöpler is sold primarily on the Istanbul Gold Exchange. Under legislation commenced in Türkiye in 2018, the Central Bank of the Republic of Türkiye has the first right of refusal for all gold produced by mining operations in Türkiye.
The Company generally recognizes revenue for gold from doré production when it satisfies the performance obligation of transferring gold bullion credits to the customer, as this is the point at which the customer obtains the ability to direct the use of and hold the remaining benefits of ownership of the asset. The transaction price is fixed on the date of sale based on the London Bullion Market Association's (“LBMA”) gold fix price or spot price and number of ounces delivered. Payment is due upon delivery of gold bullion credits to the customer’s account.
Concentrate sales
Metals produced at Puna are sold in concentrate form to smelters and traders. The Company recognizes revenue for silver-lead and zinc concentrate, net of treatment and refining costs, when it satisfies the performance obligation of transferring control of the concentrate to the customer. This generally occurs as material passes over the vessel’s rail at the port of loading or unloading, as the customer has the risk of loss and ability to direct the use of and obtain substantially all of the remaining benefits of the material. The Company has elected to account for shipping and handling costs for concentrate contracts as fulfillment activities and not as promised goods or services; therefore, these activities are not considered separate performance obligations.
The initial sales price of concentrate metal sales is determined on a provisional basis at the date of sale as the final selling price is subject to movements in the monthly average London Metal Exchange (“LME”) or LBMA prices up to the date of final pricing. The period between provisional invoicing and final pricing, or settlement period, is typically between 30 and 120 days.
Income per share
Basic net income per share is calculated by dividing the net income or loss attributable to common stockholders of the Company by the weighted average number of common shares outstanding during the period. Diluted net income per share is determined by including the basic weighted average number of common shares outstanding adjusted for the effects of all potential dilutive shares of common stock, unless their effect would be anti-dilutive.
19
SSR Mining Inc.
Notes to Consolidated Financial Statements
Consolidated Statement of Operations: updated caption
During the fourth quarter of 2022, the Company revised the previously reported caption of Production costs to Cost of sales within its Consolidated Statements of Operations to provide a more accurate description of the costs and align with commonly used terminology by industry participants. Cost of sales does not include depreciation, depletion and amortization. No changes were made to the accounting policies or previously reported amounts.
During the third quarter of 2022, the Company revised the previously reported caption of Transaction, integration, and SEC conversion expense to Other operating expenses, net within its Consolidated Statements of Operations. No changes were made to the accounting policies or previously reported amounts.
20
SSR Mining Inc.
Notes to Consolidated Financial Statements
3.ACQUISITIONS AND DIVESTITURES
Acquisitions
Acquisition of additional 30 % ownership in Kartaltepe
On November 17, 2022, the Company, through its wholly owned subsidiary Alacer Gold Madencilik A.S., completed the acquisition of an additional 30 % ownership in Kartaltepe Madencilik Sanayi ve Ticaret Anonim Şirketi (“Kartaltepe”) from joint venture partner Lidya Madencilik Sanayi ve Ticaret A.Ş (“Lidya”) (the “Transaction) for total consideration of $150.0 million in cash. The Company previously owned 50 % of Kartaltepe and accounted for its interest as an equity method investment with a reported amount of $4.2 million. Upon completion of the Transaction, the Company now owns 80 % of Kartaltepe and is considered the primary beneficiary of the VIE and will consolidate Kartaltepe under ASC 810. The Company's acquisition of Kartaltepe is included in the Çöpler mine operating segment. The Transaction provides increased exposure for the Company to potential exploration success on the geologically prospective Kartaltepe licenses, including Çakmaktepe Extension, Çakmaktepe, and the Mavialtin Porphyry Belt. Additionally, the Transaction is expected to deliver material synergies through the remainder of Ҫӧpler’s mine life.
The Company concluded that Kartaltepe was not a business based on its assessment under ASC 805 and accounted for the acquisition as an initial consolidation of a VIE that is not a business under ASC 810. As a result of the Transaction the Company recognized a gain of $81.9 million during the fourth quarter of 2022, included in Gain on acquisition of Kartaltepe in the Consolidated Statements of Operations. The gain represents the difference between: (i) the fair value of consideration paid, the fair value of the non-controlling interests, and the reported amount of the previously held interest and (ii) the total amount of the net assets recognized at fair value.
At acquisition, the Company recognized all assets acquired and liabilities assumed at an aggregate fair value of $284.7 million, primarily consisting of $361.6 million in Mineral properties, plant and equipment, net1 and $72.3 million in Deferred tax liabilities2 on the Consolidated Balance Sheets. The fair value of Lidya’s 20 % interest of $48.6 million was recognized as Non-controlling interest on the Consolidated Balance Sheets. The Company retained a third-party appraiser to assist in determining the fair value of the assets acquired, liabilities assumed, and non-controlling interest as of the acquisition date. The fair value estimates were based on income and market valuation methods1. Fair value is a market-based measurement and does not include entity-specific synergies.
Acquisition of Taiga Gold Corp.
On April 14, 2022, the Company completed the purchase of all the issued and outstanding common shares of Taiga Gold Corp. (“Taiga Gold”), which holds the exploration and evaluation stage resources in Saskatchewan, Canada in proximity to the Company’s Seabee mine and Fisher project. The transaction was 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. The assets are included in the Seabee mine operating segment.
Acquisition of Alacer Gold Corporation
On September 16, 2020 (“Acquisition Date”), the Company acquired all of the issued and outstanding common shares of Alacer Gold Corp. ("Alacer"). The acquisition of Alacer created a diversified portfolio of high quality, long-life mines across four mining-friendly jurisdictions.
The Company acquired all of the issued and outstanding common shares of Alacer, with Alacer shareholders receiving 0.3246 of the Company’s common stock for every one Alacer share (the "Exchange Ratio"). The
1 The fair value of mineral properties, plant and equipment is based on applying the income and market valuation methods and includes a provision for the estimated fair value of asset retirement obligations related to the long-lived tangible assets. The significant assumptions include future metal prices, estimated quantities of mineral reserves and mineral resources, future operating costs, discount rates, and in-situ multiples.
2 Deferred income tax liabilities represent the future tax expense associated with the differences between the fair value allocated to assets and liabilities and the historical carryover tax basis of these assets and liabilities.
21
SSR Mining Inc.
Notes to Consolidated Financial Statements
transaction resulted in the issuance of 95,699,911 of the Company’s common stock to the former shareholders of Alacer. All outstanding RSUs, PSUs and DSUs of Alacer that were not exercised prior to the Acquisition Date were replaced with the Company units (the RSU Replacement Units, the PSU Replacement Units, and the DSU Replacement Units, respectively), with the number of such securities issued adjusted by the Exchange Ratio.
Upon closing of the transaction, the Company and former Alacer shareholders owned 57 % and 43 %, respectively, of the shares of the combined entity. Upon the completion of the transaction, Alacer became a wholly-owned subsidiary of the Company. Alacer holds an 80 % interest in Anagold Madencilik Sanayi ve Ticaret Anonim Şirketi ("Anagold"), the owner and operator of Çöpler, a large-scale open pit gold mine in east-central Türkiye. The 20 % non-controlling interest in Anagold is held by Lidya.
Based upon the September 15, 2020 closing stock price of the Company's common stock, the total purchase price consideration of the acquisition was $2.2 billion The Company incurred transaction and integration costs of $6.9 million and $20.8 million which included $11.0 million for severance and termination payments to executives, for the years ended December 31, 2021 and 2020, respectively. These costs were recognized in Other operating expenses, net in the Consolidated Statements of Operations.
The acquisition of Alacer was accounted for as a business combination which requires the measurement of acquired assets and liabilities assumed at their respective fair values at the date of acquisition. The Acquisition Date fair value of the consideration transferred consists of the following (in thousands):
Share consideration (1) | $ | ||||||||||
RSU, PSU and DSU consideration (2) | |||||||||||
| Total consideration | $ | ||||||||||
(1)The fair value of 95,699,911 common shares issued to Alacer shareholders was determined using the Company's common share price of $22.22 per share on September 15, 2020.
22
SSR Mining Inc.
Notes to Consolidated Financial Statements
The table below presents the fair values of the assets acquired and liabilities assumed at the Acquisition Date (in thousands):
ASSETS | ||||||||
| Cash and cash equivalents | $ | |||||||
| Trade and other receivables | ||||||||
| Inventories | ||||||||
Prepaids and other current assets | ||||||||
| Mineral properties, plant and equipment | ||||||||
| Inventories | ||||||||
| Restricted cash | ||||||||
| Equity method investments | ||||||||
| Other non-current assets | ||||||||
| Total assets | $ | |||||||
LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | $ | |||||||
| Current portion of debt | ||||||||
| Debt | ||||||||
Reclamation liabilities(1) | ||||||||
| Lease liabilities - non-current | ||||||||
Deferred income tax liabilities (2) | ||||||||
| Other non-current liabilities | ||||||||
Non-controlling interest (3) | ||||||||
| Total liabilities | ||||||||
| Total net assets | $ | |||||||
(1)The fair value of reclamation costs is based on the expected amounts and timing of cash flows for closure activities and discounted to present value using a credit-adjusted risk-free rate as of the Acquisition Date. Key assumptions include the costs and timing of key closure activities based on the life of mine plans.
(2)Deferred income tax liabilities are net of a deferred income tax asset of $182.9 million relating to investment incentive tax credits at Çöpler and includes a deferred income tax liability of $29.2 million for withholding tax on distributable earnings of the Turkish entities.
(3)The fair value of non-controlling interest is measured based on a discounted cash flow model.
23
SSR Mining Inc.
Notes to Consolidated Financial Statements
The fair values of inventories were determined based on an NRV approach, whereby the future estimated cash flows from sales of payable metal produced are adjusted for costs to complete. The fair values of mineral properties have been estimated using discounted cash flow models and the fair values of plant and equipment have been estimated using a depreciated replacement cost approach. A market approach was used to estimate the fair values of certain exploration assets with reference to a public company comparable analysis. Expected future cash flows are based on estimates of future metal prices, production based on current estimates of mineral reserves and recoverable mineral resources, future operating costs and capital expenditures, and discount rates. The amount of net deferred tax liabilities recognized includes an amount recognized for deferred tax assets relating to investment incentive tax credits for which the Company has determined it is more likely than not to be accepted as eligible spend occurs and it is more likely than not that taxable profits will be available to utilize against those credits.
Consolidated revenue for the year ended December 31, 2020 includes revenue from the assets acquired in the acquisition of Alacer of $205.5 million. Consolidated net income for the year ended December 31, 2020 includes net income attributable to SSR Mining shareholders from Alacer of $24.1 million.
Pro forma financial information
The following table provides unaudited pro forma financial information for the year ended December 31, 2020, as if Alacer had been acquired as of January 1, 2020 (in thousands):
Years Ended December 31, | ||||||||
2020 | ||||||||
| Revenue | $ | |||||||
| Net income attributable to SSR Mining shareholders | $ | |||||||
Divestitures
Divestiture of Pitarrilla
On July 6, 2022, the Company completed the sale of the Pitarrilla project in Durango, Mexico, included in the Exploration, evaluation and development properties segment, to Endeavour Silver Corp. ("Endeavour Silver"). The consideration received included cash of $35.0 million, Endeavour Silver common shares with a fair value on the closing date of $25.6 million (8,577,380 shares at $2.99 per share), and a 1.25 % net smelter returns royalty on the Pitarrilla property. A gain of $0.6 million was recognized, included in Other operating expenses, net in the Consolidated Statements of Operations, calculated as the difference between the consideration received and the carrying amount of the net assets sold.
Divestiture of royalty assets
24
SSR Mining Inc.
Notes to Consolidated Financial Statements
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):
| Year Ended December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | Exploration, evaluation and development properties | Corporate and other (1) | Total | ||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Cost of sales (2) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Depletion, depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Exploration, evaluation and reclamation costs | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Care and maintenance (3) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Total assets as of December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
(1)Corporate and other consists of business activities that are not included within the reportable segments and provided for reconciliation purposes.
(2)Excludes depreciation, depletion, and amortization.
(3)Care and maintenance expense represents direct costs and depreciation incurred at Çöpler during the temporary suspension of operations in the third quarter of 2022.
25
SSR Mining Inc.
Notes to Consolidated Financial Statements
| Year Ended December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | Exploration, evaluation and development properties | Corporate and other (1) | Total | ||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Cost of sales (2) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| 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 December 31, 2021 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
(1)Corporate and other consists of business activities that are not included within the reportable segments and provided for reconciliation purposes.
(2)Excludes depreciation, depletion, and amortization.
26
SSR Mining Inc.
Notes to Consolidated Financial Statements
| Year Ended December 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | Exploration, evaluation and development properties | Corporate and other (1) | Total | |||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
Cost of sales (2) | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Depletion, depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Exploration, evaluation and reclamation costs | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Care and maintenance expense (3) | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
Total assets as of December 31, 2020 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
(1)Corporate and other consists of business activities that are not included within the reportable segments and provided for reconciliation purposes.
(2)Excludes depreciation, depletion, and amortization.
Geographic area
The following are non-current assets, excluding Goodwill, Restricted cash and Deferred income taxes, by location as of December 31 (in thousands):
| December 31, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Türkiye | $ | $ | |||||||||||||||
| Canada | |||||||||||||||||
| United States | |||||||||||||||||
| Argentina | |||||||||||||||||
| Mexico | |||||||||||||||||
| Peru | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
27
SSR Mining Inc.
Notes to Consolidated Financial Statements
The following is revenue information by geographic area based on the location of production for the years ended December 31, (in thousands):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
| Türkiye | $ | $ | $ | |||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||
| United States | ||||||||||||||||||||||||||
| Argentina | ||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||
5.REVENUE
The following table represents revenues by product (in thousands):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
| 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 years ended December 31, are as follows (in thousands):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
| Gold | $ | $ | $ | |||||||||||||||||||||||
| Silver | ||||||||||||||||||||||||||
| Lead | ||||||||||||||||||||||||||
| Zinc | ||||||||||||||||||||||||||
Other | ( | |||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||
During 2022, sales to Central Bank of Türkiye, CIBC, and Bank of Montreal accounted for 31 %, 28 % and 16 % of the Company's total revenues, respectively. During 2021, sales to Central Bank of Türkiye and CIBC accounted for 41 % and 30 % of the Company's total revenues, respectively. During 2020, sales to CIBC, Central Bank of Türkiye, and Bank of Montreal accounted for 45 %, 24 %, and 14 %, of the Company's total revenues, respectively.
28
SSR Mining Inc.
Notes to Consolidated Financial Statements
Provisional metal sales
For the years ended December 31, 2022, 2021 and 2020, changes in the fair value of the Company's embedded derivatives relating to provisional concentrate metal sales was an increase of $2.8 million, a decrease of $(1.0 ) million and a decrease of $(1.5 ) million respectively, which has been recorded in Revenue.
6.RECLAMATION LIABILITIES
The Company is subject to various domestic and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. Estimated future reclamation costs are based principally on current legal and regulatory requirements.
Changes in Reclamation liabilities during the years ended December 31 were as follows (in thousands):
| 2022 | 2021 | ||||||||||||||||
| Balance, beginning of year | $ | $ | |||||||||||||||
Reclamation expenditures | ( | ( | |||||||||||||||
Accretion expense | |||||||||||||||||
Additions, changes in estimate and other | |||||||||||||||||
| Balance, end of year | $ | $ | |||||||||||||||
| Less: current portion | ( | ( | |||||||||||||||
| Non-current reclamation liabilities | $ | $ | |||||||||||||||
During the year ended December 31, 2022, reclamation adjustments related to changes in estimate were primarily comprised of $3.8 million at Çöpler, $3.6 million at Marigold, $12.5 million at Seabee, and $12.9 million at Puna. These adjustments were related to increases in unit cost rates for labor and equipment as well as additional scope of reclamation and closure activities due to disturbance.
29
SSR Mining Inc.
Notes to Consolidated Financial Statements
7.EQUITY
The Company has awards outstanding under its 2017, 2020 and 2021 Share Compensation Plans which include stock options, DSUs, RSUs and PSUs up to an aggregate total of 4.5 % of the Company’s issued and outstanding common stock. There are 8,177,272 shares available for issuance under the Share Compensation Plans.
Stock-based compensation expense
Stock-based compensation expense has been recognized as follows (in thousands):
| Years Ended December 31, | |||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||
Cost of sales (1) | $ | $ | $ | ||||||||||||||||||||||||||
General and administrative expense | |||||||||||||||||||||||||||||
Exploration, evaluation and reclamation expense | |||||||||||||||||||||||||||||
Other operating expenses, net | |||||||||||||||||||||||||||||
$ | $ | $ | |||||||||||||||||||||||||||
(1) Excludes depreciation, depletion, and amortization.
Stock options
The Company grants stock options to executives and eligible employees. Stock options issued under the Company’s incentive plans vest over three years and are exercisable over a period of time not to exceed the earlier of seven years after the grant date and the latest date permitted under the rules of the regulatory authorities. The exercise price of each option is set at the date of grant and shall not be less than the closing market price of the Company's common stock at the date of grant. New shares from treasury are issued on the exercise of stock options.
The following table summarizes the changes in stock options outstanding during the year ended December 31, 2022 (in thousands except per share amounts):
| Number of Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (years) | Aggregate Intrinsic Value | |||||||||||||||||||||||||||||
Balance as of January 1, 2022 | $ | |||||||||||||||||||||||||||||||
Granted | ||||||||||||||||||||||||||||||||
Exercised | ( | |||||||||||||||||||||||||||||||
Forfeited | ( | |||||||||||||||||||||||||||||||
Expired | ( | |||||||||||||||||||||||||||||||
Balance as of December 31, 2022 | $ | |||||||||||||||||||||||||||||||
Vested and exercisable at December 31, 2022 | $ | |||||||||||||||||||||||||||||||
30
SSR Mining Inc.
Notes to Consolidated Financial Statements
There were no The following table includes the assumptions used and other information related to stock options during the years ended December 31:
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
| Expected dividend yield (%) | N/A | N/A | ||||||||||||||||||||||||
| Risk-free interest rate (%) | N/A | N/A | ||||||||||||||||||||||||
| Expected life (years) | N/A | N/A | ||||||||||||||||||||||||
| Expected volatility (%) | N/A | N/A | ||||||||||||||||||||||||
| Weighted-average grant-date fair value (per option) | N/A | $ | N/A | $ | ||||||||||||||||||||||
Intrinsic value of options exercised (in thousands) | $ | $ | $ | |||||||||||||||||||||||
Fair value of options vested (in thousands) | $ | $ | $ | |||||||||||||||||||||||
As of December 31, 2022, there was an insignificant amount of unrecognized compensation cost related to unvested stock options expected to be recognized over a weighted average period of approximately 0.2 years. During the year ended December 31, 2022, the amount of cash received from stock option exercises was $2.6 million and the tax benefit from stock options exercised was $0.2 million.
Deferred share units
Non-executive directors may elect to receive all or a portion of their annual compensation in the form of DSUs which are linked to the value of the Company's common stock. DSUs are issued on a quarterly basis at the market value of the Company's common stock at the date of grant. DSUs vest immediately and are redeemable in cash. 50 % of a director's DSUs will be automatically redeemed on each of the following dates: (i) three months following the date the eligible director ceases to be a director of the Company and (ii) the earlier of fifteen months following, or December 31 of the calendar year following the date the eligible director ceases to be a director of the Company. In connection with the acquisition of Alacer, the Company issued DSU Replacement Units to replace the outstanding DSUs of Alacer. Each DSU Replacement Unit entitles the director to receive a payment in cash for the equivalent value of one common share on the date the director ceases to be a director.
The fair value of the outstanding DSUs and DSU Replacement Units at the end of each reporting period was recognized as a liability and included in Accrued liabilities and other.
During the years ended December 31, 2022, 2021, and 2020 total cash paid to settle DSUs and DSU Replacement Units was $3.4 million, $2.7 million, and $3.1 million, respectively. As of December 31, 2022, 2021, and 2020, the fair value of DSUs and DSU Replacement Units granted and vested was $1.2 million, $1.4 million, and $10.7 million, respectively.
The following table summarizes the changes in DSUs and DSU Replacement Units outstanding during the year ended December 31, 2022 (in thousands except per share amounts):
Number of Shares | Weighted Grant Date Fair Value Per Share | Aggregate Intrinsic Value | ||||||||||||||||||||||||
Balance as of January 1, 2022 | $ | |||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||
| Exercised/Released | ( | |||||||||||||||||||||||||
| Canceled/Forfeited | ||||||||||||||||||||||||||
| Reinvested | ||||||||||||||||||||||||||
Balance as of December 31, 2022 | $ | |||||||||||||||||||||||||
31
SSR Mining Inc.
Notes to Consolidated Financial Statements
Restricted share units
The Company grants RSUs to executives and eligible employees which vest over a period of three years . In connection with the acquisition of Alacer, the Company issued RSU Replacement Units, with terms similar to RSUs, to replace the outstanding unexcercised RSUs of Alacer which vest over a period of three years .
On February 10, 2021, the Company’s Board of Directors indicated its intention to settle all RSUs and RSU Replacement Units in common shares when vested. As of the years ended December 31, 2022 and 2021, RSUs and RSU Replacement Units are classified as equity and presented in Common shares.
During the years ended December 31, 2022, 2021 and 2020, total cash paid to settle RSUs and RSU Replacement Units was $— million, $0 million, and $4.6 million, respectively. The fair value of RSUs and RSU Replacement Units granted was $7.3 million, $7.2 million, and $25.4 million, for the years ended December 31, 2022, 2021 and 2020, respectively. The fair value of RSUs and RSU Replacement Units vested was $14.0 million, $3.3 million, and $14.1 million, during the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022, there was $5.3 million of total unrecognized compensation cost related to unvested RSUs and RSU Replacement Units expected to be recognized over approximately 2.7 years.
The following table summarizes the changes in RSUs and RSU Replacement Units outstanding during the year ended December 31, 2022 (in thousands except per share amounts):
| Number of Shares | Weighted Average Grant Date Fair Value | Aggregate intrinsic value | ||||||||||||||||||||||||
Balance as of January 1, 2022 | $ | |||||||||||||||||||||||||
Granted | ||||||||||||||||||||||||||
Exercised/Released | ( | |||||||||||||||||||||||||
Canceled/Forfeited | ( | |||||||||||||||||||||||||
Reinvested | ||||||||||||||||||||||||||
Balance as of December 31, 2022 | $ | |||||||||||||||||||||||||
32
SSR Mining Inc.
Notes to Consolidated Financial Statements
Performance share units
PSUs are granted to senior executives and vest after a performance period of three years . The vesting of these awards is based on the Company's actual production and return on investment compared to budget and total shareholder return in comparison to its peer group. Awards vested range from 0 % to 200 % of initial PSUs granted. In connection with the acquisition of Alacer, the Company issued PSU Replacement Units to replace the outstanding unexcercised PSUs of Alacer. Each PSU Replacement Unit entitles the participant, at the end of the applicable performance period, to receive a payment in cash for the equivalent value of common shares earned, provided: (i) the participant continues to be employed or engaged by the Company or any of its affiliates; and (ii) all other terms and conditions of the grant have been satisfied, including the performance metrics associated with each PSU Replacement Unit. The vesting of these awards is based on actual production and costs against budget, and the performance of the Company's share price relative to its peer group. Awards vested range from 0 % to 200 % of initial PSU Replacement Units granted.
On February 10, 2021, the Company's Board of Directors indicated its intention to settle all PSUs and PSU Replacement Units issued under the Company's plans in cash when vested. As of the years ended December 31, 2022 and 2021, PSUs and PSU Replacement Units were classified as liabilities and included in Accrued liabilities and other.
During the years ended December 31, 2022, 2021 and 2020, total cash paid to settle PSUs and PSU Replacement Units was $10.5 million, $14.3 million, and $12.0 million, respectively. The fair value of PSUs and PSU Replacement Units granted was $5.5 million, $11.5 million, and $24.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. The fair value of PSUs and PSU Replacement Units vested was $9.4 million, $17.4 million, and $4.4 million, during the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022, there was $4.7 million of total unrecognized compensation cost related to unvested PSUs and PSU Replacement Units expected to be recognized over approximately 2.2 years.
The following table summarizes the changes in PSUs and PSU Replacement Units outstanding during the year ended December 31, 2022:
Number of Shares | Weighted Average Grant Date Fair Value | Aggregate Intrinsic Value | ||||||||||||||||||||||||
Balance as of January 1, 2022 | $ | |||||||||||||||||||||||||
Granted | ||||||||||||||||||||||||||
Exercised/Released | ( | |||||||||||||||||||||||||
Canceled/Forfeited | ( | |||||||||||||||||||||||||
Reinvested | ||||||||||||||||||||||||||
Balance as of December 31, 2022 | $ | |||||||||||||||||||||||||
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 year ended December 31, 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 amount deducted from common shares of $88.8 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.
33
SSR Mining Inc.
Notes to Consolidated Financial Statements
8.INCOME AND MINING TAXES
The following tables represent the major components of Income before taxes and Income and mining tax benefit (expense) recognized in the Consolidated Statements of Operations (in thousands):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
Income before income and mining taxes components: | ||||||||||||||||||||||||||
| United States | $ | $ | $ | |||||||||||||||||||||||
| Canada | ( | |||||||||||||||||||||||||
| Türkiye | ||||||||||||||||||||||||||
| Other Foreign | ||||||||||||||||||||||||||
Total income before incomes taxes | $ | $ | $ | |||||||||||||||||||||||
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
Current income tax provision: | ||||||||||||||||||||||||||
| United States | $ | $ | $ | |||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||
| Türkiye | ||||||||||||||||||||||||||
| Other Foreign | ||||||||||||||||||||||||||
| Total current income tax provision | ||||||||||||||||||||||||||
Deferred income tax provision (benefit): | ||||||||||||||||||||||||||
United States | ||||||||||||||||||||||||||
| Canada | ( | ( | ||||||||||||||||||||||||
| Türkiye | ( | ( | ||||||||||||||||||||||||
| Other foreign | ( | ( | ( | |||||||||||||||||||||||
Total deferred income tax provision (benefit) | ( | ( | ||||||||||||||||||||||||
Total income tax provision (benefit) | $ | $ | ( | $ | ||||||||||||||||||||||
34
SSR Mining Inc.
Notes to Consolidated Financial Statements
Income and mining tax expense differs from the amount that would be computed by applying the Canadian statutory rate of 27 The reasons for the differences are as follows (in thousands):
| Years Ended December 31, | |||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||
Income before income and mining taxes | $ | $ | $ | ||||||||||||||||||||||||||
| Statutory tax rate | % | % | % | ||||||||||||||||||||||||||
Expected income and mining tax expense | |||||||||||||||||||||||||||||
| Increase (decrease) attributable to: | |||||||||||||||||||||||||||||
| Non-taxable items | ( | ( | ( | ||||||||||||||||||||||||||
Foreign exchange and inflation | ( | ( | ( | ||||||||||||||||||||||||||
| Differences in foreign and future tax rates | ( | ( | |||||||||||||||||||||||||||
| Investment incentive tax credits | ( | ( | |||||||||||||||||||||||||||
Mining taxes and overseas withholding tax | |||||||||||||||||||||||||||||
| Impact of gain on acquisition of Kartaltepe | ( | ||||||||||||||||||||||||||||
| Change in estimates in respect of prior years | ( | ( | ( | ||||||||||||||||||||||||||
| Changes in recognition of deferred tax assets | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
Total income and mining tax expense | $ | $ | ( | $ | |||||||||||||||||||||||||
35
SSR Mining Inc.
Notes to Consolidated Financial Statements
The significant components of Deferred income tax assets and Deferred income tax liabilities were (in thousands):
| December 31, | |||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Deferred income tax assets | |||||||||||||||||
| Deductible temporary differences relating to: | |||||||||||||||||
Marketable securities | $ | $ | |||||||||||||||
Reclamation liabilities | |||||||||||||||||
Lease liabilities | |||||||||||||||||
Deductibility of other taxes | |||||||||||||||||
Stock-based compensation | |||||||||||||||||
Other items | |||||||||||||||||
Investment incentive tax credits (1) | |||||||||||||||||
Tax loss carryforwards | |||||||||||||||||
Less: Valuation allowance | ( | ( | |||||||||||||||
Total deferred income tax assets | $ | $ | |||||||||||||||
| Deferred income tax liabilities | |||||||||||||||||
Taxable temporary differences relating to: | |||||||||||||||||
Marketable securities | $ | $ | ( | ||||||||||||||
Inventories | ( | ( | |||||||||||||||
Mineral properties, plant and equipment | ( | ( | |||||||||||||||
Convertible notes | ( | ( | |||||||||||||||
Mineral tax | ( | ( | |||||||||||||||
Foreign withholding tax | ( | ||||||||||||||||
Other items | ( | ( | |||||||||||||||
Total deferred income tax liabilities | $ | ( | $ | ( | |||||||||||||
| Balance sheet presentation | |||||||||||||||||
Deferred income tax assets | $ | $ | |||||||||||||||
Deferred income tax liabilities | ( | ( | |||||||||||||||
Deferred income tax liabilities, net | $ | ( | $ | ( | |||||||||||||
(1)The Company receives investment incentive tax credits for qualifying capital expenditures at Çöpler. The application of these tax credits, which are denominated in Turkish Lira, reduced income and mining tax expense and cash tax payments for the year ended December 31, 2022 and are expected to offset future cash tax payments. Reviews of eligible expenditures for tax credits by local tax authorities occur periodically and can result in adjustments to the recognition of investment incentive tax credits.
As of December 31, 2022, the Company had deferred tax liabilities related to investments in subsidiaries that were not recognized as the Company controls the dividend policy of its subsidiaries (i.e., the Company controls the timing of reversal of the related taxable temporary differences and is satisfied that they will not reverse in the foreseeable future). It is not practicable to determine the amount of the unrecognized deferred tax liabilities at this time.
36
SSR Mining Inc.
Notes to Consolidated Financial Statements
Valuation of deferred tax assets
The Company recognizes tax benefits on losses or other deductible amounts generated in countries where it determines that it is more likely than not that taxable profits will be available to be utilized against those temporary differences. The Company's deferred tax valuation allowance related primarily to tax losses in jurisdictions which do not meet the “more-likely-than-not” standard under current accounting guidance due to insufficient positive taxable income to utilize available tax losses.
When there is a change in judgment concerning the recovery of deferred tax assets in future periods, a valuation allowance is recorded into earnings during the quarter in which the change in judgment occurs. The Company has not made any judgement changes with respect to its already established positions. The valuation allowance increased in 2022 by $22.6 million mainly related to an increase in net operating and capital loss carryforwards in entities where the Company does not expect to realize a future tax benefit.
Tax loss carryforwards
As of December 31, 2022, the Company had the following estimated tax operating and capital losses (in thousands) available to reduce future taxable income, including both losses for which deferred tax assets are utilized to offset applicable deferred tax liabilities and losses for which deferred tax assets have a valuation allowance against. Losses expire at various dates and amounts between 2023 and 2042.
| December 31, 2022 | Expiration Year | |||||||||||||
| Mexico | $ | 2023-2032 | ||||||||||||
| Canada | $ | 2040-2042 | ||||||||||||
| U.S.A. | $ | 2023-Indefinite | ||||||||||||
Argentina | $ | 2026-2027 | ||||||||||||
| Türkiye | $ | 2026-2027 | ||||||||||||
| Peru | $ | Indefinite | ||||||||||||
Unrecognized tax benefits
The Company records uncertain tax positions on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions meeting the “more-likely-than-not” recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, inclusive of interest and penalties, is as follows during the years ended December 31 (in thousands):
| 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 December 31 | $ | $ | ||||||||||||||||||
(1) Of the gross unrecognized tax benefits, $
37
SSR Mining Inc.
Notes to Consolidated Financial Statements
As of December 31, 2022 and December 31, 2021, $8.6 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 December 31, 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 the total amount of the unrecognized tax benefit of $8.6 million will be settled in the next 12 months. During the year ended December 31, 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 year ended December 31, 2021.
The Company files income tax returns in the U.S. federal jurisdiction, Canada, Türkiye, Argentina and various state, provincial and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal, state and local, and non-US income tax examinations for years before 2017. The Company is currently litigating with respect to withholding tax on distributions from its Turkish operation.
38
SSR Mining Inc.
Notes to Consolidated Financial Statements
9.OTHER OPERATING EXPENSES, NET
The following table includes the components of Other operating expense, net:
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
Alacer transaction and integration costs | $ | $ | $ | |||||||||||||||||||||||
Pitarrilla transaction costs | ||||||||||||||||||||||||||
SEC Conversion costs | ||||||||||||||||||||||||||
Gain on sale of Pitarrilla and other | ( | |||||||||||||||||||||||||
Total | $ | $ | $ | |||||||||||||||||||||||
10.OTHER INCOME (EXPENSE)
The following table includes the components of Other income (expense):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
Interest income | $ | $ | $ | |||||||||||||||||||||||
Change in fair value of marketable securities | ( | |||||||||||||||||||||||||
Gain (loss) on derivative instruments | ( | |||||||||||||||||||||||||
Gain (loss) on sale of mineral properties, plant, and equipment | ( | ( | ||||||||||||||||||||||||
Other | ( | |||||||||||||||||||||||||
Total | $ | $ | ( | $ | ||||||||||||||||||||||
11.INCOME (LOSS) PER SHARE
The Company calculates basic net income per share using, as the denominator, the weighted average number of common shares outstanding during the period. Diluted net income 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).
39
SSR Mining Inc.
Notes to Consolidated Financial Statements
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
Net income | $ | $ | $ | |||||||||||||||||||||||
Net income attributable to non-controlling interest | ( | ( | ( | |||||||||||||||||||||||
Net income attributable to SSR Mining shareholders | ||||||||||||||||||||||||||
Interest saving on convertible notes, net of tax | ||||||||||||||||||||||||||
Net income 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 per share attributable to SSR Mining shareholders | ||||||||||||||||||||||||||
Basic | $ | $ | $ | |||||||||||||||||||||||
Diluted | $ | $ | $ | |||||||||||||||||||||||
40
SSR Mining Inc.
Notes to Consolidated Financial Statements
12.FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS
Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 - Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
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 December 31, 2022 | |||||||||||||||||||||||||||||||||||
Level 1 (1) | Level 2 (2) | Level 3 (3) | Total | ||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
Cash | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Restricted cash | |||||||||||||||||||||||||||||||||||
Marketable securities | |||||||||||||||||||||||||||||||||||
| Trade receivables | |||||||||||||||||||||||||||||||||||
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)At times, the Company manages a portion of its exposure to fluctuation in diesel prices and foreign currency exchange rates through hedges; however, as of December 31, 2022 the Company does not have any outstanding hedge positions. In periods when the Company has open hedge positions, the derivative asset and liabilities are valued using pricing models with inputs derived from observable market data,
41
SSR Mining Inc.
Notes to Consolidated Financial Statements
including quoted prices in active markets. The Company’s provisional metal sales contracts, included in 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.
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):
| 2022 | 2021 | ||||||||||||||||
| Beginning Balance as of January 1 | $ | $ | |||||||||||||||
| Acquisition of deferred consideration | |||||||||||||||||
| Disposition of deferred consideration | ( | ||||||||||||||||
Ending balance as of December 31 | $ | $ | |||||||||||||||
The fair value of the deferred consideration was estimated using the discounted cash flow method. The discount rate used to calculate the Company's deferred consideration assets was between 11.0 % and 12.5 % at December 31, 2022 and between 8.0 % and 12.5 % at December 31, 2021. Increases to the discount rate will cause a decrease in the estimated value of the deferred consideration. The timing of achievement of development milestones were considered in determining the fair value of the deferred consideration.
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:
| December 31, | |||||||||||||||||||||||||||||||||||||||||
| 2022 | 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.
42
SSR Mining Inc.
Notes to Consolidated Financial Statements
13.TRADE AND OTHER RECEIVABLES
Trade and other receivables was composed of the following (in thousands):
| December 31, | ||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||
| Trade receivables | $ | $ | ||||||||||||||||||
| Value added tax receivables | ||||||||||||||||||||
| Income tax receivable | ||||||||||||||||||||
| Other taxes receivable | ||||||||||||||||||||
| Other | ||||||||||||||||||||
Total | $ | $ | ||||||||||||||||||
14.INVENTORIES
The components of Inventories were as follows (in thousands):
| December 31, | ||||||||||||||||||||
| 2022 | 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 | $ | $ | ||||||||||||||||||
As of December 31, 2022 and 2021, the Company has recognized a reserve of $11.8 million and $8.1 million for obsolete materials and supplies inventory, respectively.
43
SSR Mining Inc.
Notes to Consolidated Financial Statements
15.MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET
The components of Mineral properties, plant and equipment, net were as follows (in thousands):
| December 31, | ||||||||||||||||||||
| 2022 | 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 | $ | $ | ||||||||||||||||||
16.GOODWILL
The excess of the fair value of consideration paid over the fair value of the identifiable net assets acquired is recognized as goodwill and allocated to the reporting units. The Company has goodwill which arose from the acquisition of Seabee in 2016.
Balance of Goodwill recorded at Seabee (in thousands):
| December 31, | ||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||
| Goodwill | $ | $ | ||||||||||||||||||
17.ACCRUED LIABILITIES AND OTHER
Accrued liabilities and other are comprised of the following items (in thousands):
| December 31, | ||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||
| Accrued liabilities | $ | $ | ||||||||||||||||||
| Royalties payable | ||||||||||||||||||||
Stock-based compensation liabilities | ||||||||||||||||||||
| Income taxes payable | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
Reclamation liabilities | ||||||||||||||||||||
| Other | ||||||||||||||||||||
Total accrued liabilities and other | $ | $ | ||||||||||||||||||
44
SSR Mining Inc.
Notes to Consolidated Financial Statements
18.DEBT
The following tables summarize the Company’s debt balances (in thousands):
| December 31, | ||||||||||||||||||||
| 2022 | 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 $3.5 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.
As a result of ongoing dividends and in accordance with the 2019 Notes agreement, during the fourth quarter of 2022 the conversion rate was adjusted to 55.6750 common shares per $1,000 principal amount of 2019 Notes converted.
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 stock for 20 ###or more trading days in a period of 30 ###consecutive trading days exceeds 130 % of the conversion price in effect on each such trading day. On or after April 1, 2026, the Company may redeem the 2019 Notes in full or in part, for cash.
Holders of the 2019 Notes have the right to require the Company to repurchase all or part of their 2019 Notes on April 1 of each of 2026, 2029 and 2034, or upon certain fundamental corporate changes. The repurchase price will be equal to par plus accrued and unpaid interest.
The Company does not have any financial covenants in relation to the 2019 Notes.
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 at 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.
45
SSR Mining Inc.
Notes to Consolidated Financial Statements
Restricted cash accounts must be maintained while the Term Loan is outstanding. As of December 31, 2022 and 2021, $33.7 million and $32.9 million of restricted cash relates to the Term Loan, respectively. Restricted cash is classified as a current asset in the Consolidated Balance Sheets as of December 31, 2022.
Under the terms of the Term Loan, the Company is required to comply with the following financial covenants:
▪historic and forecast debt service cover ratio greater than or equal to 1.20 :1;
▪loan life cover ratio greater than or equal to 1.30 :1; and
▪minimum tail reserves as a percentage of total reserves greater than or equal to 30 %.
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. During the fourth quarter of 2022, the Company received a waiver for the non-compliance event. The Company is in compliance with its financial covenants in relation to the Term Loan as of December 31, 2022.
Amended Credit Agreement
On June 7, 2021, the Company amended its existing Credit Facility to extend its 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 2.0 % to 3.0 %, based on the Company's net leverage ratio. The Amended Credit Agreement contains fallback language that replaces LIBOR with an alternative benchmark rate based on either SOFR or another alternative benchmark rate when LIBOR ceases to exist. Undrawn amounts are subject to a standby fee ranging from 0.4 % to 0.6 %, based on the Company's net leverage ratio.
The Amended Credit Agreement also provides for non-financial letters of credit at 66.0 % of the applicable margin.
All debts, liabilities and obligations under the Credit Facility are guaranteed by the Company's material subsidiaries and secured by certain of the Company's assets and material subsidiaries, and pledges of the securities of the Company's material subsidiaries, excluding Alacer entities. In connection with the Credit Agreement, the Company must also maintain certain net tangible worth and ratios for interest coverage and net leverage. As of December 31, 2022, the Company was in compliance with these covenants.
As of December 31, 2022, no borrowings were outstanding on the Amended Credit Agreement, $196.6 million of borrowing capacity was available and outstanding letters of credit totaled $3.4 million.
Scheduled minimum debt repayments are as follows (in thousands):
| 2023 | $ | |||||||
| 2024 | $ | |||||||
| 2025 | $ | |||||||
| 2026 | $ | |||||||
| 2027 | $ | |||||||
| Thereafter | $ | |||||||
19.LEASES
46
SSR Mining Inc.
Notes to Consolidated Financial Statements
The Company's principal finance lease relates to its right to use the oxygen plant supplied by Air Liquide Gaz Sanayi ve Ticaret A.S. (the "Air Liquide Plant") at Çöpler which was assumed on the acquisition of Alacer (see Note 3). The Air Liquide Plant is used for the production, transportation and delivery of oxygen and liquid oxygen to support mining operations at Çöpler. Under the terms of the Air Liquide Plant lease, the Company pays variable monthly lease payments that depend on an index. In addition, the Company is subject to variable payments based on consumption and use which have been accounted for as non-lease components and included in Cost of sales. The Air Liquide Plant lease contains a non-cancellable period of 15 years ending in 2033 with options to extend for consecutive 2-year periods. The lease term used in the measurement of the Company's lease liability and right-of-use asset includes four consecutive 2-year extension periods ending in 2041 for which the Company is reasonably certain to exercise its option in line with the Çöpler LOM.
The Company uses its incremental borrowing rate as the discount rate to determine the present value of the lease payments, as the leases do not have readily determinable implicit discount rates. The Company’s incremental borrowing rate is the rate of interest that it would have to borrow on a collateralized basis over a similar term and amount in a similar economic environment to pay its lease obligations. The Company determines the incremental borrowing rates for its leases by adjusting the local risk-free interest rate with a credit risk premium corresponding to its credit rating. From time to time, the Company may enter into arrangements for the construction or purchase of an asset and then enter into a financing arrangement to lease the asset. The Company recognizes leased assets and liabilities under these arrangements when it obtain control of the asset.
47
SSR Mining Inc.
Notes to Consolidated Financial Statements
The components of the Company’s leases presented in the Consolidated Balance Sheets were as follows (in thousands):
| December 31, | ||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||
$ | $ | |||||||||||||||||||
Total lease right-of-use-assets | $ | $ | ||||||||||||||||||
Short-term finance lease liabilities (included in Finance lease liabilities) | $ | $ | ||||||||||||||||||
Long-term finance lease liabilities (included in Finance Lease liabilities) | ||||||||||||||||||||
Total lease liabilities | $ | $ | ||||||||||||||||||
The components of the Company’s leases presented in the Consolidated Statements of Operations for the years ended December 31 were as follows (in thousands):
| Years Ended December 31, | |||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||
| Operating leases | $ | $ | $ | ||||||||||||||||||||||||||
| Finance leases: | |||||||||||||||||||||||||||||
Amortization of lease cost | |||||||||||||||||||||||||||||
Interest expense on lease liabilities | |||||||||||||||||||||||||||||
| Variable and short-term leases | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||||||||
For finance leases, amortization and interest expense is included in Interest expense. For operating leases, lease expense is included in Cost of sales for entities with production and General and administrative expense for corporate entities.
The components of the Company’s leases presented in the statements of cash flows for the years ended December 31 were as follows (in thousands):
| Years Ended December 31, | |||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||
| Operating leases within cash flows from operating activities | $ | $ | $ | ||||||||||||||||||||||||||
| Finance leases within cash flows from financing activities | $ | $ | $ | ||||||||||||||||||||||||||
48
SSR Mining Inc.
Notes to Consolidated Financial Statements
The following is a schedule of weighted-average discount rates used to determine lease liabilities and remaining lease terms for the years ended December 31:
| Years Ended December 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| Weighted-average remaining lease term - operating leases (in years) | ||||||||||||||
| Weighted-average remaining lease term - finance leases (in years) | ||||||||||||||
| Weighted-average discount rate - operating leases | % | % | ||||||||||||
| Weighted-average discount rate - finance leases | % | % | ||||||||||||
The following is a schedule of future minimum lease payments under noncancellable finance and operating leases as of December 31, 2022 (in thousands):
| Operating Leases | Finance Leases | |||||||||||||||||||
| 2023 | $ | $ | ||||||||||||||||||
| 2024 | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
Total minimum lease payments | $ | $ | ||||||||||||||||||
Less: amounts representing interest | ||||||||||||||||||||
Present value of net minimum lease payments | ||||||||||||||||||||
Less: current portion of lease liabilities | ||||||||||||||||||||
Long-term lease liabilities | $ | $ | ||||||||||||||||||
20.SUPPLEMENTAL CASH FLOW INFORMATION
Net change in operating assets and liabilities during the years ended December 31 were as follows (in thousands):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
Decrease (increase) in operating assets: | ||||||||||||||||||||||||||
Trade and other receivables | $ | ( | $ | ( | $ | |||||||||||||||||||||
Inventories | ( | ( | ( | |||||||||||||||||||||||
Other operating assets | ( | ( | ||||||||||||||||||||||||
Increase (decrease) in operating liabilities: | ||||||||||||||||||||||||||
Accounts payable | ( | |||||||||||||||||||||||||
Accrued liabilities and other | ( | ( | ||||||||||||||||||||||||
Reclamation liabilities | ( | ( | ( | |||||||||||||||||||||||
| $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
49
SSR Mining Inc.
Notes to Consolidated Financial Statements
Other cash information during the years ended December 31 were as follows (in thousands):
| Years Ended December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||
| Interest paid | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
Interest received | $ | $ | $ | |||||||||||||||||||||||
| Income taxes paid | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
21.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 be 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 December 31, 2022 and 2021, the Company had surety bonds totaling $117.4 million and $117.0 million outstanding, respectively.
Other commitments and contingencies
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this Annual Report:
1. Consolidated financial statements: the consolidated financial statements and the Report of Independent Registered Public Accounting Firm (PCAOB ID 271 ) are included in Item 8. Financial Statements and Supplementary Data, of this Amendment to Annual Report on Form 10-K.
2. Financial statement schedules: All schedules have been omitted because they are inapplicable, not required, or the information is included in the above referenced consolidated financial statements or the notes thereto.
3. Exhibits furnished pursuant to the requirements of Form 10-K:
| Exhibit Number | |||||
| 2.1 | |||||
| 3.1 | Memorandum, Articles and Certificate of Incorporation (incorporated by reference to Exhibit 1.1 to the Registrant’s Registration Statement on Form 20-F (File No. 0-26424), filed on July 13, 1995). | ||||
| 3.2 | |||||
50
SSR Mining Inc.
Notes to Consolidated Financial Statements
| 4.1 | |||||
| 4.2 | |||||
4.3 | |||||
| 4.4 | |||||
10.1 | |||||
| 10.2 | |||||
| 10.3 | |||||
| 10.4 | |||||
| 10.5 | |||||
| 10.6 | |||||
| 10.7 | |||||
51
SSR Mining Inc.
Notes to Consolidated Financial Statements
| 10.8 | |||||
| 10.9 * | |||||
| 10.10 * | |||||
| 10.11 * | |||||
| 10.12 * | |||||
| 10.13 * | |||||
| 10.14 * | |||||
| 10.15 * | |||||
| 10.16 | |||||
| 10.17 | |||||
| 10.18 | |||||
| 10.19 | |||||
| 10.20 | |||||
| 10.21 | |||||
| 10.22 | |||||
| 10.23 | |||||
| 10.24 * | |||||
| 10.25 * | |||||
| 10.26 * | |||||
| 10.27 * | |||||
| 21 | |||||
| 23.1 + | |||||
| 23.2 | |||||
| 23.3 | |||||
| 31.1 + | |||||
| 31.2 + | |||||
52
SSR Mining Inc.
Notes to Consolidated Financial Statements
| 32.1++ | |||||
| 32.2++ | |||||
| 95 | |||||
| 101 + | The following materials from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Shareholders’ Equity; (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements. | ||||
| 104 ++ | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
| + | Filed herewith | ||||
| ++ | Furnished herewith | ||||
| * | Indicates a previously filed management contract or compensatory plan or arrangement. | ||||
53
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: March 17, 2023 | /s/ Rodney P. Antal | ||||
Name: Rodney P. Antal Title: President and Chief Executive Officer | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Position | Date | ||||||
| /s/ Rodney P. Antal | President, Chief Executive Officer and Director | March 17, 2023 | ||||||
| Rodney P. Antal | (Principal Executive Officer) | |||||||
| /s/ Alison White | Executive Vice President, Chief Financial Officer | March 17, 2023 | ||||||
| Alison White | (Principal Financial Officer) | |||||||
54
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the registration statements on Form S-8 (File Nos. 333-219848, 333-185498, 333-196116, 333-198092, 333-248813, 333-259280, 333-265661) of SSR Mining Inc. of our report dated February 22, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K/A.
/s/ PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
March 17, 2023
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 Amendment to Annual Report on Form 10-K/A 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: March 17, 2023
/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 Amendment to Annual Report on Form 10-K/A 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: March 17, 2023
/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 Amendment to Annual Report on Form 10-K/A of SSR Mining Inc. (the “Company”) for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Amended Annual 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 Amended Annual 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 Amended Annual 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: March 17, 2023
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 Amendment to Annual Report on Form 10-K/A of SSR Mining Inc. (the “Company”) for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Amended Annual 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 Amended Annual 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 Amended Annual 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: March 17, 2023