Ssr Mining Inc 10-Q for FY2024 Q3
Ssr Mining Inc. (SSRM)
10-Q
2024-11-06
For: 2024-09-30
View Original
Added on
April 10, 2026
About this 10-Q
Ssr Mining Inc filed this 10-Q on November 6, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).
Headline figures
Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $257.36M
- down 33.2% from $385.39M a year earlier
- Net income
- $10.56M
- down 30.4% from net income of $15.16M a year earlier
- Diluted EPS
- $0.05
- down 28.6% from $0.07 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
ACT OF 1934
For the Quarterly Period Ended September 30, 2024
or
For the transition period from __________to__________
Commission File Number: 001-35455
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code (303 ) 292-1299
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12-b2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). ☐ Yes ☒ No
There were 202,369,529 common shares outstanding on October 31, 2024.
TABLE OF CONTENTS
| Page | |||||
| PART I - FINANCIAL INFORMATION | |||||
| PART II - OTHER INFORMATION | |||||
1
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report (including information incorporated by reference herein) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be covered by the safe harbor provided for under these sections. Forward looking statements can be identified with words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “intend,” “estimate,” “projects,” “predict,” “potential,” “continue” and similar expressions, as well as statements written in the future tense. When made, forward-looking statements are based on information known to management at such time and/or management’s good faith belief with respect to future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the Company's forward-looking statements. Many of these factors are beyond the Company's ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on forward-looking statements.
Forward-looking statements include, without limitation, the types of statements listed under the heading “Forward-Looking Statements” in Part I, Item 1. Business of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 27, 2024 (“Form 10-K”).
The forward-looking information and statements in this report are based on a number of material factors and assumptions, including, but not limited to the factors discussed in the Form 10-K, including those discussed in the “Business,” “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Form 10-K. Such factors are not exhaustive of the factors that may affect any of the Company’s forward-looking statements and information, and such statements and information will not be updated to reflect events or circumstances arising after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks and uncertainties discussed herein should be read in conjunction with the factors discussed in Part II, Item 1A., “Risk Factors” hereof, and Part I, Item IA., “Risk Factors” in the Form 10-K.
2
PART I - FINANCIAL INFORMATION
Çöpler Incident
On February 13, 2024, SSR Mining Inc. and its subsidiaries (collectively, “SSR Mining,” or the “Company”) suspended all operations at its Çöpler property as a result of a significant slip on the heap leach pad (the “Çöpler Incident”). Nine employees lost their lives in connection with the Çöpler Incident.
Following the Çöpler Incident, the Company focused on four key priorities: (1) the recovery of our missing colleagues; (2) containment of the incident and remediation of the site; (3) the investigation into the root cause of the incident; and (4) preparing for the restart of the Çöpler mine.
With respect to our missing colleagues, all nine individuals have been recovered and returned to their families and we continue to support the families and the community members impacted by the Çöpler Incident.
All the planned containment infrastructure, including a grout curtain, coffer dam, and buttress, as well as pumping systems and the Sabırlı creek diversion, has been successfully installed and is proving to be effective. Public statements from Turkish government officials continue to reiterate that there has been no recordable contamination to local soil, water or air in the sampling locations.
In partnership with the Turkish authorities, the Company has continued to progress the remediation at the site. To date, over 16 million tonnes (approximately 86%) of the displaced heap leach material has been moved to temporary storage locations, including substantially all the displaced material from the Sabırlı Valley. As part of the remediation work, the heap leach pad will be permanently closed, and heap leach processing will no longer take place at Çöpler. We are continuing discussions with Turkish government officials around the final remediation plan, including the approval and construction of the east storage facility, which will permanently store the displaced material.
The Çöpler remediation and containment work is estimated to cost between $250.0 to $300.0 million and take a total of 24 to 36 months to complete. In the third quarter of 2024, $48.3 million was spent on remediation activities at Çöpler, bringing total remediation spend since April 1, 2024 to $103.3 million.
The initial design of the heap leach facility prepared prior to commencing production in 2010, and each subsequent expansion thereafter, was engineered, reviewed, and approved by independent, third-party engineering firms. Throughout the various stages of construction across the life of the heap leach facility, third-party reviews were also conducted to ensure conformance with the underlying engineering design parameters.
The investigations into the cause of the Çöpler Incident began shortly after the event. The Company has commissioned independent experts to review the design, construction, and operation of the heap leach facility. To date, this review has not identified any material non-conformance with the construction or operation of the heap leach facility relative to the third-party engineered design parameters.
SSR Mining continues to work closely with the relevant authorities to advance the required permits for the restart of the Çöpler mine. Once all necessary regulatory approvals, including the operating permits, are reinstated, it is anticipated that initial operations at Çöpler could restart within 20 days and would consist of processing a combination of stockpiled ore and ore mined from Çakmaktepe, while the remediation work continues.
As previously disclosed, in November 2023, prior to the Çöpler Incident, a legal challenge was filed in a local court against the Çöpler mine’s environmental impact assessment, which was approved in 2021 (the “2021 EIA”). On August 20, 2024, the local court issued a decision cancelling the 2021 EIA due to insufficiencies in the 2021 EIA approval process. The Turkish Ministry of Environment, Urbanization and Climate Change, who had originally approved the 2021 EIA, has filed an appeal of the decision, and the Company has filed a simultaneous intervener appeal as well. As previously disclosed, with the cancellation of the 2021 EIA, the operating guidelines at Çöpler revert to those outlined in the Company’s prior Environmental Impact Assessment, which was issued in 2014 (the “2014 EIA”). Among other operating considerations, the 2014 EIA prescribes a lower throughput rate for the sulfide plant operations of 6,000 tonnes per day, as compared to 9,000 tonnes per day under the 2021 EIA.
3
At this time, we are not able to estimate or predict when and under what conditions we will resume operations at Çöpler. Additionally, SSR Mining cannot, at this time, assess the entire scope of the impact of operating under the 2014 EIA. For additional information on the Çöpler Incident, including a discussion of the associated risks, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 27, 2024, the Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024 filed on May 8, 2024, and for the quarter ended June 30, 2024 filed on July 31, 2024, and the information provided herein.
4
THIRD QUARTER 2024 SUMMARY (United States dollars, except per share, per ounce and per pound amounts): (1)
•Operating results: Third quarter 2024 production was 97,429 gold equivalent ounces. In the third quarter of 2024, operations at Çöpler remained suspended following the February 13, 2024 incident. Additionally, operations at Seabee were suspended on August 21, 2024 due to forest fires in the vicinity of the mine. Seabee successfully restarted operations on October 11, 2024. Year-to-date, the Company produced 275,113 gold equivalent ounces at a consolidated cost of sales of $1,312 per ounce and all-in sustaining costs (“AISC”) of $1,886 per ounce. The Company’s year to date AISC includes $49.2 million in cash care and maintenance costs, or approximately $179 per gold equivalent ounce, of which $41.5 million was incurred at Çöpler and $7.7 million was incurred at Seabee.
•Financial results: Net income attributable to SSR Mining shareholders in the third quarter of 2024 was $10.6 million, or $0.05 per diluted share, including $29.8 million in care and maintenance costs incurred at Çöpler and $9.6 million at Seabee. Adjusted net income attributable to SSR Mining shareholders in the third quarter of 2024 was $6.4 million, or $0.03 per diluted share, after adjusting for items related to the Çöpler Incident and other tax impacts. In the third quarter of 2024, operating cash flow was $(1.3) million, and free cash flow was $(34.1) million.
•Cash and liquidity position: As of September 30, 2024, the Company had a cash and cash equivalent balance of $334.3 million and total liquidity of $834.0 million inclusive of its revolving credit facility and accompanying accordion feature. At the end of the third quarter, the Company had no borrowings outstanding under the revolving credit facility, exclusive of de minimus letters of credit, and was in compliance with its covenants.
•Seabee Operations: Following the temporarily suspension of operations at Seabee due to forest fires, employees were cleared to return to the site on September 23, 2024 to begin repairs to remote equipment damaged by the fires, including power poles, piping, and exploration equipment. Operations at Seabee were fully reinstated on October 11, 2024.
•Çöpler remediation: As of September 30, 2024, substantially all of the heap leach material displaced during the February 13th incident had been removed from the Sabırlı Valley. Remediation spend in the third quarter totaled $48.3 million, bringing total remediation spend since April 1, 2024 to $103.3 million.
(1) AISC, free cash flow, adjusted attributable net income (loss), and adjusted attributable net income (loss) per diluted share are non-GAAP financial measures. For explanations of these measures and reconciliations to the most comparable financial measure calculated under U.S. GAAP, please see the discussion under "Non-GAAP Financial Measures" in Part I, Item 2, Management’s Discussion and Analysis herein.
5
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
6
SSR Mining Inc.
Condensed Consolidated Statements of Operations
(unaudited, in thousands except per share)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||||||||||||||
Cost of sales (1) | |||||||||||||||||||||||||||||||||||
Depreciation, depletion, and amortization | |||||||||||||||||||||||||||||||||||
General and administrative expense | |||||||||||||||||||||||||||||||||||
Exploration and evaluation | |||||||||||||||||||||||||||||||||||
Reclamation and remediation costs | |||||||||||||||||||||||||||||||||||
Impairment charges | |||||||||||||||||||||||||||||||||||
| Care and maintenance | |||||||||||||||||||||||||||||||||||
Other operating expense (income), net | |||||||||||||||||||||||||||||||||||
Operating income (loss) | ( | ||||||||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Other income (expense) | |||||||||||||||||||||||||||||||||||
| Foreign exchange gain (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Total other income (expense) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Income (loss) before income and mining taxes | ( | ||||||||||||||||||||||||||||||||||
| Income and mining tax benefit (expense) | ( | ( | |||||||||||||||||||||||||||||||||
Equity income (loss) of affiliates | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Net income (loss) | ( | ( | |||||||||||||||||||||||||||||||||
| Net loss (income) attributable to non-controlling interest | ( | ||||||||||||||||||||||||||||||||||
Net income (loss) attributable to SSR Mining shareholders | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
Net income (loss) per share attributable to SSR Mining shareholders | |||||||||||||||||||||||||||||||||||
| Basic | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Diluted | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
(1) Excludes depreciation, depletion, and amortization.
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
7
SSR Mining Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
| Nine Months Ended September 30, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
Operating activities | |||||||||||||||||
Net income (loss) | $ | ( | $ | ||||||||||||||
| Adjustments for: | |||||||||||||||||
Depreciation, depletion, and amortization | |||||||||||||||||
Reclamation and remediation costs | |||||||||||||||||
Payments for reclamation and remediation liabilities | ( | ( | |||||||||||||||
Deferred income taxes | ( | ( | |||||||||||||||
Stock-based compensation | |||||||||||||||||
Change in fair value of marketable securities | ( | ( | |||||||||||||||
Non-cash fair value adjustment on acquired inventories | |||||||||||||||||
Write-down (recovery) of leach pad inventory | ( | ||||||||||||||||
Loss (gain) on sale and disposal of assets, net | ( | ||||||||||||||||
Impairment charges | |||||||||||||||||
| Change in fair value of deferred consideration | ( | ||||||||||||||||
Other taxes | |||||||||||||||||
| Loss (gain) on foreign exchange | |||||||||||||||||
Non-cash care and maintenance | |||||||||||||||||
Other operating activities | |||||||||||||||||
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 | ( | ( | |||||||||||||||
Net proceeds from sale of marketable securities | |||||||||||||||||
Proceeds from sale of mineral properties, plant and equipment | |||||||||||||||||
Contributions to equity method investments | ( | ||||||||||||||||
Other investing activities | ( | ||||||||||||||||
Net cash used in investing activities | ( | ( | |||||||||||||||
Financing activities | |||||||||||||||||
Repayment of debt, principal | ( | ( | |||||||||||||||
Proceeds from the issuance of debt, related party | |||||||||||||||||
Repurchase of common shares | ( | ( | |||||||||||||||
Proceeds from exercise of stock options | |||||||||||||||||
Principal payments on finance leases | ( | ( | |||||||||||||||
Dividends paid | ( | ||||||||||||||||
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 period | |||||||||||||||||
Cash, cash equivalents, and restricted cash end of period | $ | $ | |||||||||||||||
8
SSR Mining Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
| Nine Months Ended September 30, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
| Restricted cash | |||||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
9
SSR Mining Inc.
Condensed Consolidated Balance Sheets
(unaudited, in thousands)
| September 30, 2024 | December 31, 2023 | ||||||||||||||||
| 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 | |||||||||||||||||
Equity method investments | |||||||||||||||||
Deferred income tax assets | |||||||||||||||||
Other non-current assets | |||||||||||||||||
Total assets (1) | $ | $ | |||||||||||||||
| LIABILITIES | |||||||||||||||||
Accounts payable | $ | $ | |||||||||||||||
Accrued liabilities and other | |||||||||||||||||
Reclamation and remediation liabilities | |||||||||||||||||
Finance lease liabilities | |||||||||||||||||
Current portion of debt | |||||||||||||||||
Current portion of debt, related party | |||||||||||||||||
Total current liabilities | |||||||||||||||||
Debt | |||||||||||||||||
Debt, related party | |||||||||||||||||
Finance lease liabilities | |||||||||||||||||
Reclamation and remediation liabilities | |||||||||||||||||
Deferred income tax liabilities | |||||||||||||||||
Other non-current liabilities | |||||||||||||||||
Total liabilities (1) | |||||||||||||||||
| EQUITY | |||||||||||||||||
Common shares – unlimited authorized common shares with no par value; | |||||||||||||||||
| Retained earnings (deficit) | |||||||||||||||||
SSR Mining’s shareholders’ equity | |||||||||||||||||
| Non-controlling interest | |||||||||||||||||
| Total equity | |||||||||||||||||
Total liabilities and equity | $ | $ | |||||||||||||||
10
SSR Mining Inc.
Condensed Consolidated Balance Sheets
(unaudited, in thousands)
(1) The consolidated assets as of September 30, 2024 and December 31, 2023 include $3,436.1 million and $3,593.5 million, respectively, of assets of variable interest entities (“VIEs”) that can only be used to settle the obligations of the VIEs. As of September 30, 2024 and December 31, 2023, the assets include Cash and cash equivalents of $28.7 million and $42.8 million, respectively; Trade and other receivables of $4.3 million and $30.8 million, respectively; Inventories, current of $54.3 million and $165.2 million, respectively; Prepaids and other current assets of $7.5 million and $8.7 million, respectively; Mineral properties, plant and equipment, net of $3,084.2 million and $3,126.2 million, respectively; Inventories, non-current of $253.1 million and $218.1 million, respectively; and Other non-current assets of $4.0 million and $1.7 million, respectively. The consolidated liabilities as of September 30, 2024 and December 31, 2023 include $539.9 million and $418.6 million, respectively, of liabilities of VIEs whose creditors have no recourse to the Company. As of September 30, 2024 and December 31, 2023, the liabilities include Accounts payable of $6.4 million and $17.8 million, respectively; Accrued liabilities and other of $31.6 million and $32.8 million, respectively; Reclamation and remediation liabilities, current of $90.1 million and $1.8 million, respectively; Finance lease liabilities, non-current of $82.6 million and $86.2 million, respectively; Reclamation and remediation liabilities, non-current of $97.1 million and $36.8 million, respectively; Deferred income tax liabilities of $204.2 million and $232.9 million, respectively; and Other non-current liabilities of $27.9 million and $10.3 million, respectively.
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
11
SSR Mining Inc.
Condensed Consolidated Statement of Changes in Equity
(unaudited, in thousands)
Common shares | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares | Amount | Retained earnings (accumulated deficit) | Total equity attributable to SSR Mining shareholders | Non-controlling interest | Total equity | |||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | ( | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Settlement of restricted share units (RSUs) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Equity-settled stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Settlement of RSUs | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Equity-settled stock-based compensation | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Settlement of RSUs | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled share-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
12
SSR Mining Inc.
Condensed Consolidated Statement of Changes in Equity
(unaudited, in thousands)
Common shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares | Amount | Retained earnings (accumulated deficit) | Total equity attributable to SSR Mining shareholders | Non-controlling interest | Total equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common shares | ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of RSUs | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity-settled stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends paid to SSR Mining shareholders | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common shares | ( | ( | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of RSUs | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity-settled stock-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends paid to SSR Mining shareholders | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of non-controlling interest | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of RSUs | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-settled share-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends paid to SSR Mining shareholders | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contributions from non-controlling interest | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
13
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1.THE COMPANY
SSR Mining Inc. and its subsidiaries (collectively, “SSR Mining” or the “Company”) is a precious metals mining company with four producing assets located in the United States, Türkiye, Canada and Argentina. The Company is principally engaged in the operation, acquisition, exploration and development of precious metal resource properties located in Türkiye and the Americas. The Company produces gold doré as well as copper, silver, lead and zinc concentrates. The Company’s properties include 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. The Company also has development projects that it seeks to advance, as market and project conditions permit.
SSR Mining is incorporated under the laws of the Province of British Columbia, Canada. The Company's common shares are listed on the Toronto Stock Exchange (“TSX”) in Canada and the Nasdaq Global Select Market (“Nasdaq”) in the U.S. under the symbol “SSRM” and the Australian Securities Exchange (“ASX”) in Australia under the symbol “SSR.”
On August 21, 2024, the Company evacuated and suspended operations at Seabee due to forest fires in the vicinity of the mine. Following the containment of the fires, employees were cleared to return to the site in late September 2024, and mining operations restarted at Seabee on October 11, 2024. The process plant and Santoy mine were not materially impacted by the fires, but remote equipment including power poles, piping, and exploration equipment was damaged. See Note 14 for further details.
On February 13, 2024, the Company suspended all operations at Çöpler as a result of a significant slip on the heap leach pad (the “Çöpler Incident”). See Note 3 for further details.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Risks and Uncertainties
As a mining company, the revenue, profitability and future rate of growth of the Company are substantially dependent on the prevailing prices for gold, silver, lead and zinc. The prices of these metals are volatile and affected by many factors beyond the Company’s control, and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital and the quantities of reserves that the Company can economically produce. The carrying value of the Company’s Mineral properties, plant and equipment; Inventories; and Deferred income tax assets are sensitive to the outlook for commodity prices. A decline in the Company’s price outlook could result in material impairment charges related to these assets. In addition, the Company maintains cash balances at banking institutions in various jurisdictions which may or may not have deposit insurance. The Company mitigates potential cash risk by maintaining bank accounts with credit-worthy financial institutions. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.
The Company's business may be impacted by adverse macroeconomic and geopolitical conditions. These conditions include inflation, interest rate and foreign currency fluctuations and slowdown of economic activity around the world. The Company maintains its cash and cash equivalents primarily in United States dollars (“USD”). Any fluctuation in the exchange rate of the Turkish Lira (“TRY”), Canadian Dollar (“CAD”), Argentine Peso (“ARS”), or the currency of any other country in which the Company operates, against the USD could result in a loss on the Company’s books to the extent the Company holds funds or net monetary or non-monetary assets denominated in those currencies, and any fluctuations of currency prices generally may result in volatility. Certain of the Company's operations are located in countries that have in the past and are currently experiencing high rates of inflation. It is possible that in the future, high inflation in the countries in which we operate may result in an increase in operational costs in local currencies (without a concurrent devaluation of the local currency of operations against the dollar or an increase in the dollar price of gold, silver, copper, zinc or lead). Maintaining operating costs in currencies subject to significant inflation could expose us to risks relating to devaluation and high domestic inflation.
14
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company's business may also be impacted by physical risks that can impact each of its properties, such as those experienced in connection with the Çöpler Incident.
Basis of Presentation
The Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and disclosures required by generally accepted accounting principles in the United States. Therefore, this information should be read in conjunction with SSR Mining Inc.’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 27, 2024. The information furnished herein reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods reported. All such adjustments are, in the opinion of management, of a normal recurring nature. The results for the three and nine month periods ended September 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
Recently Issued Accounting Pronouncements
In March 2024, the U.S. Securities and Exchange Commission (“SEC”) issued Final Rule 33-11275 “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (“Final Rule”). The Final Rule requires disclosures regarding information about a registrant's climate-related risks that have a material impact on, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. In addition, certain disclosures related to capitalized costs, expenditures, and losses incurred as a result of severe weather events and other natural conditions will be required to be disclosed in the footnotes to the audited financial statements. The Final Rule is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. On April 4, 2024, the SEC stayed the rules pending the resolution of certain legal challenges. The Company is currently evaluating the impact of the rules on the consolidated financial statements.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The standard is effective beginning with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of the guidance on the consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and interim disclosures of a reportable segment’s profit or loss and assets. The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company does not expect the adoption to have a material impact on the consolidated financial statements or disclosures.
3.ÇÖPLER INCIDENT
On February 13, 2024, the Company suspended all operations at Çöpler as a result of the Çöpler Incident. The Company, in partnership with the Turkish authorities, has continued to progress remediation efforts. The Company is not, at this time, able to estimate or predict when and under what conditions it will resume operations at Çöpler. During the suspension, Care and maintenance was recorded in the Statements of Operations which represents direct costs not associated with the environmental reclamation and remediation of $16.5 million and depreciation of $13.3 million for the three months ended September 30, 2024. For the nine months ended September 30, 2024, the Company incurred direct costs not associated with the environmental reclamation and remediation of $41.5 million and depreciation of $33.2 million.
15
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Reclamation and remediation liabilities
As of March 31, 2024, the Company estimated a preliminary cost range of $250.0 to $300.0 million for future reclamation and remediation costs related to the Çöpler Incident, in addition to the approximately $22.5 million incurred during the first quarter of 2024. The Company accrued approximately $250.0 million as of March 31, 2024, which represents the low end of the estimated cost range. The Company continues to evaluate the remediation costs; however, no adjustments were made to the total estimated reclamation and remediation costs during the second or third quarter of 2024.
Reclamation
During the first quarter of 2024, the Company recorded an $11.2 million revision to the reclamation liability to reflect changes in the timing and extent of the closure of the heap leach pad as a result of the Çöpler Incident. The revision was recorded in Reclamation and remediation costs in the Condensed Consolidated Statements of Operations.
Remediation
During the first quarter of 2024, the Company recorded a remediation liability of $261.7 million as a result of the Çöpler Incident. The remediation activities include movement of the debris out of the Sabırlı Valley and Manganese pit, sloping and stabilization of the heap leach pad in preparation for permanent closure, construction of a permanent storage facility for the debris, and management of surface and ground water in the Sabırlı Valley. The costs incurred and the remediation liability were recorded in Reclamation and remediation costs in the Condensed Consolidated Statements of Operations.
Changes in Reclamation and Remediation liabilities related to the Çöpler Incident during the nine months ended September 30, 2024 were as follows (in thousands):
| 2024 | |||||||||||||||||
Balance as of January 1 | $ | ||||||||||||||||
Initial estimate of reclamation and remediation costs | |||||||||||||||||
Expenditures | ( | ||||||||||||||||
Balance as of March 31 | |||||||||||||||||
Additions, changes in estimate and other | |||||||||||||||||
Expenditures | ( | ||||||||||||||||
Balance as of June 30 | |||||||||||||||||
| Additions, changes in estimate and other | |||||||||||||||||
| Expenditures | ( | ||||||||||||||||
Balance as of September 30 | |||||||||||||||||
Less: current portion | |||||||||||||||||
Non-current reclamation and remediation liabilities | $ | ||||||||||||||||
Impairment charges
As a result of the Çöpler Incident, the Company plans to permanently close the heap leach pad; therefore, the Company fully impaired the heap leach pad inventory and related heap leach pad processing facilities. Accordingly, during the first quarter of 2024, the Company recorded non-cash impairment charges of $76.0 million related to Inventories and $38.2 million related to Mineral properties, plant and equipment, net, for a total non-cash impairment charge of $114.2 million.
16
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Contingencies and other legal matters
The Company may be subject to additional legal costs and expenses due to the Çöpler Incident. During the first quarter of 2024, the Company recorded $15.3 million of contingencies related to the Çöpler Incident in Other operating expense (income), net in the Condensed Consolidated Statements of Operations and Accrued liabilities and other in the Condensed Consolidated Balance Sheets. During the third quarter of 2024, the Company revised the estimate of Çöpler Incident related costs and recognized a gain of $7.9 million, included in Other operating expense (income), net. See Note 20 for additional information.
Changes in contingencies related to the Çöpler Incident during the nine months ended September 30, 2024 were as follows (in thousands):
2024 | |||||||||||||||||
| Balance as of January 1 | $ | ||||||||||||||||
| Initial estimate of contingencies | |||||||||||||||||
| Balance as of March 31 | |||||||||||||||||
| Payments | ( | ||||||||||||||||
| Balance as of June 30 | |||||||||||||||||
| Change in estimate | ( | ||||||||||||||||
| Payments | ( | ||||||||||||||||
| Balance as of September 30 | $ | ||||||||||||||||
4.ACQUISITIONS AND DIVESTITURES
Acquisitions
Hod Maden Project
On May 8, 2023, the Company, through its wholly owned subsidiary Alacer Gold Corporation, closed on an agreement to acquire a 10 % interest in, and operational control of, Artmin Madencilik Sanayi Ve Ticaret A.Ş (“Artmin”) which owns the Hod Maden gold-copper development project, located in northeastern Türkiye (the “Transaction”). Hod Maden was owned 70 % by Lidya Madencilik Sanayi ve Ticaret A.Ş (“Lidya Mines”) and 30 % by Horizon Copper Corp. (“Horizon”) prior to the closing of the Transaction. Upon closing of the Transaction, the Company made a $120.0 million cash payment to Lidya Mines to acquire a 10 % interest in Artmin. The Company has the option to acquire an additional 30 % interest in Artmin from Lidya Mines for $120.0 million in structured payments tied to the completion of project construction spending milestones. Additionally, the Company will make contingent payments to Lidya Mines including $30.0 million in milestone payments payable in accordance with an agreed upon schedule beginning at the start of construction and ending on the first anniversary of commercial production and $84.0 million payable upon the delineation of an additional 500,000 gold equivalent ounces of mineral reserves at the Hod Maden project in excess of the project’s current mineral reserves and mineral resources.
The Company determined that Artmin is a variable interest entity (“VIE”) for which it is the primary beneficiary and is consolidated under ASC 810 as the Company has the power to direct the significant activities and the right to receive benefits and obligation to absorb losses of Artmin. The assets of Artmin can only be used to settle the obligations of Artmin and not the obligations of the Company. The creditors of Artmin do not have recourse to the assets or general credit of the Company to satisfy its liabilities. The Company concluded that Artmin 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. The Company incurred transaction costs of approximately $0.4 million in connection with the Transaction included in Other operating expense (income), net in the Condensed Consolidated Statements of Operations. The assets acquired are included in the Corporate and other operating segment.
17
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Divestitures
Divestiture of San Luis
On May 23, 2024, the Company completed the sale of the San Luis project located in the Ancash department of central Peru to Highlander Silver Corp. (“Highlander Silver”) in exchange for cash of $5.0 million and contingent consideration in the form of cash payments of up to $37.5 million. The Company recognized a gain of $6.7 million included in Other operating expense (income), net in the Consolidated Statements of Operations, calculated as the difference between the fair value of consideration received and the carrying amount of the net assets sold. The fair value of the contingent consideration on the closing date was $2.4 million and is payable in five installments beginning with the commencement of an initial drilling program at the San Luis project and ending on the second anniversary of commercial production. The consideration received does not include certain payments that are contingent upon completion of a feasibility study and commercial production as the consideration is variable and constrained under ASC 606. The consideration will be recorded as a gain in the period in which it is probable that a significant reversal will not occur, which is expected upon advancement of the San Luis project and achievement of project development milestones. The assets were included in Corporate and other in Note 5. The Company retained a 4.0 % net smelter return royalty (“NSR”) on the San Luis project, half of which can be repurchased by Highlander Silver for $15.0 million at any time until the commencement of construction.
18
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
5.OPERATING SEGMENTS
The Company currently has four producing mines which represent the Company’s reportable and operating segments. The results of operating segments are reviewed by the Company's chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segments and to assess their performance. All operations at Çöpler ceased on February 13, 2024, following the Çöpler Incident. On August 21, 2024, the Company suspended operations at Seabee due to forest fires in the vicinity of the mine. Seabee successfully restarted mining operations on October 11, 2024.
The following tables provide a summary of financial information related to the Company's segments (in thousands):
| Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Çöpler (1) | Marigold | Seabee | Puna | Segment Total | Corporate and other (2) | Consolidated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of sales (3) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exploration and evaluation | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Care and maintenance expenses (4) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | ( | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total assets as of September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)During the three months ended September 30, 2024, Çöpler produced and sold inventory that was in-circuit prior to the Çöpler Incident.
(2)Corporate and other consists of business activities that are not included within the reportable segments and is provided for reconciliation purposes. The exploration, evaluation and development properties and the portfolio of prospective exploration tenures, near or adjacent to the existing operations (near-mine) are included in the respective reportable segment. The greenfield standalone prospects and development projects are included in Corporate and other.
(3)Excludes depreciation, depletion, and amortization.
(4)Care and maintenance expense represents the following: 1) direct costs not associated with the environmental reclamation and remediation costs of $16.5 million and depreciation of $13.3 million during the suspension of operations at Çöpler starting in the first quarter of 2024; and 2) direct costs of $7.7 million and depreciation of $1.9 million during the suspension of operations at Seabee during the third quarter of 2024.
19
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
| Three Months Ended September 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | Segment Total | Corporate and other (1) | Consolidated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of sales (2) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exploration and evaluation | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total assets as of September 30, 2023 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Corporate and other consists of business activities that are not included within the reportable segments and is provided for reconciliation purposes.
(2)Excludes depreciation, depletion, and amortization.
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | Segment Total | Corporate and other (1) | Consolidated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of sales (2) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exploration and evaluation | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Care and maintenance expenses (3) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | ( | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total assets as of September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Corporate and other consists of business activities that are not included within the reportable segments and is provided for reconciliation purposes.
(2)Excludes depreciation, depletion, and amortization.
(3)Care and maintenance expense represents: 1) direct costs not associated with the environmental reclamation and remediation costs of $41.5 million and depreciation of $33.2 million during the suspension of operations at Çöpler starting in the first quarter of 2024; and 2) direct costs of $7.7 million and depreciation of $1.9 million during the suspension of operations at Seabee during the third quarter of 2024.
20
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
| Nine Months Ended September 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Çöpler | Marigold | Seabee | Puna | Segment Total | Corporate and other (1) | Consolidated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of sales (2) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exploration and evaluation | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total assets as of September 30, 2023 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
(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.
21
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
6.REVENUE
The following table represents revenues by product (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| 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 are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| Gold | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Silver | |||||||||||||||||||||||||||||||||||
| Lead | |||||||||||||||||||||||||||||||||||
| Zinc | |||||||||||||||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
(1)Other revenue includes changes in the fair value of concentrate trade receivables due to fluctuations in silver and base metal prices; and silver and copper by-product revenue arising from the production and sale of gold doré.
Provisional metal sales
At September 30, 2024, the Company had silver sales of 5.6 million ounces at an average price of $29.58 per ounce, lead sales of 28.0 million pounds at an average price of $0.95 per pound, and zinc sales of 2.0 million pounds at an average price of $1.28 per pound, subject to normal course final pricing over the next several months.
For the three months ended September 30, 2024 and 2023, the change in the fair value of the Company's embedded derivatives relating to provisional concentrate metal sales was an increase of $3.2 million and $0.3 million, respectively. For the nine months ended September 30, 2024 and 2023, the change in the fair value of the Company's embedded derivatives relating to provisional concentrate metal sales was an increase of $6.4 million and $11.9 million, respectively. The changes in fair value have been recorded in Revenue.
22
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
7.INCOME AND MINING TAXES
The Company’s consolidated effective income tax rate was 2.1 % for the first nine months of 2024 compared to (8.8 )% for the first nine months of 2023. The primary drivers of the change in the effective rate were due to foreign currency fluctuations and changes in the valuation allowance. The Company’s statutory tax rate for the period is 27.0 %. The effective rate differs from the statutory rate primarily due to foreign currency fluctuations and changes in the valuation allowance.
On June 19, 2024, Canada’s Bill C-69, Budget Implementation Act, 2024, No. 1, received third reading in the Canadian House of Commons and Pillar Two became substantively enacted for Canadian financial reporting purposes. The legislation is effective for the Company’s financial year beginning January 1, 2024. The Company has limited exposure to taxes under Pillar Two as most of its jurisdictions have an effective tax rate greater than the 15%. However, the Company may have exposure to taxes under Pillar Two in the range of $0 to $10.0 million for the 2024 year.
On July 28, 2024, the Republic of Türkiye enacted Pillar Two legislation and a unique domestic corporate minimum tax of 10%. The Turkish Pillar Two legislation will be effective for tax years beginning on or after January 1, 2024; however, the Company does not anticipate any incremental taxes under this system for 2024, other than those described above. The domestic corporate minimum tax will be effective for tax years beginning on or after January 1, 2025. The Company is still in the process of assessing its potential exposure to the domestic minimum tax for future periods.
8.OTHER OPERATING EXPENSE (INCOME), NET
The following table includes the components of Other operating expense (income), net:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
Loss (gain) on sale and disposal of assets, net | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
Contingencies and expenses related to the Çöpler incident | |||||||||||||||||||||||||||||||||||
Other taxes | |||||||||||||||||||||||||||||||||||
Other | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
9.OTHER INCOME (EXPENSE)
The following table includes the components of Other income (expense):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Gain (loss) on investments and on marketable security sales | |||||||||||||||||||||||||||||||||||
| Change in fair value of marketable securities | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Gain (loss) on sale of mineral properties, plant, and equipment | ( | ( | |||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
23
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
10.INCOME (LOSS) PER SHARE
The Company calculates basic net income (loss) per share using, as the denominator, the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share uses, as its denominator, the weighted average number of common shares outstanding during the period plus the effect of potential dilutive shares during the period.
Potential dilutive common shares include stock options, Restricted Share Units (“RSUs”), and convertible notes for periods in which the Company has reported net income (loss).
The calculations of basic and diluted net income (loss) per share attributable to SSR Mining shareholders are based on the following (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||
Net (income) loss attributable to non-controlling interest | ( | ||||||||||||||||||||||||||||||||||
Net income (loss) attributable to SSR Mining shareholders | ( | ||||||||||||||||||||||||||||||||||
Interest saving on 2019 Notes, net of tax | |||||||||||||||||||||||||||||||||||
Net income (loss) used in the calculation of diluted net income per share | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
Weighted average number of common shares issued | |||||||||||||||||||||||||||||||||||
Adjustments for dilutive instruments: | |||||||||||||||||||||||||||||||||||
Restricted share units | |||||||||||||||||||||||||||||||||||
2019 Notes | |||||||||||||||||||||||||||||||||||
Diluted weighted average number of shares outstanding | |||||||||||||||||||||||||||||||||||
| Net income (loss) per share attributable to SSR Mining shareholders | |||||||||||||||||||||||||||||||||||
Basic | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
Diluted | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
For the three months ended September 30, 2024, $1.2 million of interest saving on convertible notes, net of tax, and 12,951 common shares were excluded from the diluted income per common share calculation because the effect would be antidilutive.
24
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
11.FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS
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. Refer to Note 12 to the audited consolidated financial statements in the Company’s 2023 Annual Report on Form 10-K for further information on the Company's assets and liabilities measured at fair value. The following tables set forth the Company’s assets and liabilities measured at fair value on a recurring (at least annually) and nonrecurring basis by level within the fair value hierarchy (in thousands):
Fair value at September 30, 2024 | ||||||||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||
| Cash | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Marketable securities (1) | ||||||||||||||||||||||||||||||||||||||
Trade receivables from provisional sales, net (2) | ||||||||||||||||||||||||||||||||||||||
| Deferred consideration | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||
Contingent consideration | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Option liability - EMX shares (3) | ||||||||||||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
(1)Marketable securities of publicly quoted companies, consisting of investments, are valued using a market approach based upon unadjusted quoted prices in an active market obtained from securities exchanges.
(2)The Company’s provisional metal sales contracts, included in Trade and other receivables in the Consolidated Balance Sheets, are valued using inputs derived from observable market data, including quoted commodity forward prices. The inputs do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.
(3)The fair value of the option liability, which represents the option of the holder to acquire an EMX common share from SSR, was determined using the Black-Scholes model. The inputs to the Black-Scholes model as of September 30, 2024 included the EMX stock price of CAD $2.41 per share, exercise price of CAD $2.27 per unit, three-month maturity, three-month risk-free rate of 4.7 %, and annualized volatility of 36.4 %.
25
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Fair value at December 31, 2023 | |||||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Cash | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||||||||||||||
Marketable securities (1) | |||||||||||||||||||||||||||||||||||
Trade receivables from provisional sales, net (2) | |||||||||||||||||||||||||||||||||||
| Deferred consideration | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||
Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Option liability - EMX shares (3) | |||||||||||||||||||||||||||||||||||
$ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1)Marketable securities of publicly quoted companies, consisting of investments, are valued using a market approach based upon unadjusted quoted prices in an active market obtained from securities exchanges.
(2)The Company’s provisional metal sales contracts, included in Trade and other receivables in the Consolidated Balance Sheets, are valued using inputs derived from observable market data, including quoted commodity forward prices. The inputs do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.
(3)The fair value of the option liability, which represents the option of the holder to acquire an EMX common share from SSR, was determined using the Black-Scholes model. The inputs to the Black-Scholes model as of December 31, 2023 included the EMX stock price of CAD $2.19 per share, exercise price of CAD $2.27 per unit, one-year maturity, one-year risk-free rate of 4.8 %, and annualized volatility of 34.1 %.
26
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
Deferred and contingent consideration are included in Level 3 as certain assumptions used in the calculation of the fair value are not based on observable market data. The following table reconciles the beginning and ending balances for financial instruments that are recognized at fair value using significant unobservable inputs (Level 3) in the consolidated financial statements (in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||
| Deferred consideration assets: | ||||||||||||||||||||
| Balance as of January 1 | $ | $ | ||||||||||||||||||
| Revaluations | ( | |||||||||||||||||||
Additions | ||||||||||||||||||||
Collections | ( | |||||||||||||||||||
Balance as of September 30 | $ | $ | ||||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||
Contingent consideration liabilities: | ||||||||||||||||||||
| Balance as of January 1 | $ | $ | ||||||||||||||||||
Assumption of deferred consideration | ||||||||||||||||||||
| Revaluations | ( | |||||||||||||||||||
Balance as of September 30 | $ | $ | ||||||||||||||||||
Fair values of financial assets and liabilities not already measured at fair value
The fair value of the 2019 Notes as compared to the carrying amounts were as follows (in thousands):
| September 30, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||||||||
| Level | Carrying amount | Fair value | Carrying amount | Fair value | |||||||||||||||||||||||||||||||||||||
2019 Notes (1) | 1 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
(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.
12.TRADE AND OTHER RECEIVABLES
The components of Trade and other receivables are as follows (in thousands):
| September 30, 2024 | December 31, 2023 | ||||||||||||||||
| Trade receivables | $ | $ | |||||||||||||||
| Value added tax receivables | |||||||||||||||||
| Income tax receivable | |||||||||||||||||
| Other taxes receivable | |||||||||||||||||
| Other | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
27
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
13.INVENTORIES
The components of Inventories are as follows (in thousands):
| September 30, 2024 | December 31, 2023 | ||||||||||||||||
| 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 | $ | $ | |||||||||||||||
During the three months ended September 30, 2023, the Company recognized write-downs of leach pad inventory at Çöpler of $7.2 million, with $5.0 million classified as a component of Cost of sales and $2.2 million classified as a component of Depreciation, depletion and amortization.
During the nine months ended September 30, 2024, following the Çöpler Incident, the Company recognized an impairment of leach pad inventory at Çöpler of $76.0 million classified as a component of Impairment charges. See Note 3 for further information relating to the impairment of inventories.
During the nine months ended September 30, 2023, the Company recognized write-downs of leach pad inventory at Çöpler of $9.2 million, with $6.3 million classified as a component of Cost of sales and $2.9 million classified as a component of Depreciation, depletion and amortization in the Condensed Consolidated Statements of Operations.
14.MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET
The components of Mineral properties, plant and equipment, net are as follows (in thousands):
| September 30, 2024 | December 31, 2023 | ||||||||||||||||
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 depletion, mineral properties | ( | ( | |||||||||||||||
| Mineral properties, plant, and equipment, net | $ | $ | |||||||||||||||
(1)As of September 30, 2024 and December 31, 2023, plant and equipment includes finance lease right-of-use assets with a carrying amount of $81.0 million and $84.7 million, respectively.
During the three months ended September 30, 2024, the Company concluded that certain plant and equipment at Seabee was impaired and recorded a non-cash impairment of $0.4 million as a result of damage to remote equipment in the forest fires. No impairment was recognized for the three months ended September 30, 2023.
28
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
During the nine months ended September 30, 2024, the Company concluded that certain mineral properties, plant and equipment at Seabee and Çöpler were impaired and recorded non-cash impairments of $0.4 million and $114.2 million, respectively. See Note 3 for further information relating to impairment of mineral properties, plant and equipment at Çöpler. No impairment was recognized for the nine months ended September 30, 2023.
15.ACCRUED LIABILITIES AND OTHER
The components of Accrued liabilities and other are as follows (in thousands):
| September 30, 2024 | December 31, 2023 | ||||||||||||||||
| Accrued liabilities | $ | $ | |||||||||||||||
| Royalties payable | |||||||||||||||||
| Stock-based compensation liabilities | |||||||||||||||||
| Income taxes payable | |||||||||||||||||
| Other | |||||||||||||||||
| Total accrued liabilities and other | $ | $ | |||||||||||||||
16.DEBT
The following tables summarize the Company’s debt balances (in thousands):
| September 30, 2024 | December 31, 2023 | ||||||||||||||||||||||
2019 Notes (1) | $ | $ | |||||||||||||||||||||
| Other | |||||||||||||||||||||||
Total carrying amount | $ | $ | |||||||||||||||||||||
Current Portion | $ | $ | |||||||||||||||||||||
Non-Current Portion | $ | $ | |||||||||||||||||||||
(1)Amount is net of discount and debt issuance costs of $1.7 million and $2.5 million, respectively.
As of September 30, 2024, the Company was in compliance with its covenants. For further details on the Company’s indebtedness, see Note 20 to the audited consolidated financial statements in the Company’s 2023 Annual Report on Form 10-K.
17.EQUITY
Repurchase of common shares
On June 16, 2023, the Company received approval of its Normal Course Issuer Bid (“2023 NCIB”) to purchase for cancellation up to 10.2 million of its common shares through the facilities of the TSX, Nasdaq or other Canadian and U.S. marketplaces over a twelve-month period beginning June 20, 2023 and ending June 19, 2024. On November 27, 2023, in connection with the 2023 NCIB, the Company entered into an automatic share purchase plan with its broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to regulatory restrictions and customary self-imposed blackout periods. Following the Çöpler Incident, the Company terminated the automatic share purchase plan effective March 1, 2024.
On June 19, 2023, the Normal Course Issuer Bid established as of June 20, 2022 (the “2022 NCIB”), expired. Under the 2022 NCIB, the Company was authorized to purchase for cancellation up to 10.6 million of its common shares through the facilities of the TSX, Nasdaq or other Canadian and U.S. marketplaces over a twelve-month period.
29
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
During the three months ended September 30, 2024, no common shares were repurchased. Prior to the Çöpler Incident, the Company purchased 1,117,100 of its outstanding common shares at an average share price of $8.79 per share for total consideration of $9.8 million. All shares were cancelled upon purchase. The difference of $6.6 million between the total amount paid and the amount deducted from common shares of $16.4 million was recorded as an increase to retained earnings. The amount deducted from common shares was determined based on the average paid in capital per common share outstanding prior to the repurchase date. No shares have been repurchased since the Çöpler Incident.
During the three months ended September 30, 2023, no common shares were repurchased. During the nine months ended September 30, 2023, the Company purchased 3,026,993 of its outstanding common shares at an average share price of $14.97 per share for total consideration of $45.3 million. All shares were cancelled upon purchase. During the nine months ended, the difference of $0.9 million between the total amount paid and the amount deducted from common shares of $44.4 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.
18.SUPPLEMENTAL CASH FLOW INFORMATION
Net change in operating assets and liabilities were as follows (in thousands):
| Nine Months Ended September 30, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| Decrease (increase) in operating assets: | |||||||||||||||||
| Trade and other receivables | $ | $ | ( | ||||||||||||||
| Inventories | ( | ( | |||||||||||||||
| Other operating assets | ( | ||||||||||||||||
| Increase (decrease) in operating liabilities: | |||||||||||||||||
| Accounts payable | ( | ( | |||||||||||||||
Accrued liabilities and other | ( | ( | |||||||||||||||
| Other operating liabilities | ( | ( | |||||||||||||||
| $ | ( | $ | ( | ||||||||||||||
Other cash information was as follows (in thousands):
| Nine Months Ended September 30, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| Interest paid | $ | ( | $ | ( | |||||||||||||
| Interest received | $ | $ | |||||||||||||||
| Income taxes paid | $ | ( | $ | ( | |||||||||||||
30
SSR Mining Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
19.RELATED PARTY TRANSACTIONS
Related party loan
Artmin entered into loan agreements with Horizon, as lender, to fund Horizon’s portion of working capital spend of the Hod Maden project. The loans are unsecured and bear interest at the credit default swap premium of Türkiye plus a fixed spread of 4.0 % at the end of each calendar quarter. The loans mature five years from the close date ranging from June 2028 to August 2029. Artmin’s loans with Horizon had a total borrowing capacity of $15.4 million, of which $14.0 million was outstanding as of September 30, 2024. The liability is included in Debt, related party in the Condensed Consolidated Balance Sheets. As of September 30, 2024, no repayments have been made. Interest expense for these loans totaled $0.2 million and $0.1 million for the three months ended September 30, 2024 and 2023, respectively. Interest expense for these loans totaled $0.5 million and $0.1 million for the nine months ended September 30, 2024 and 2023, respectively. The interest expense on the loan is included in Interest expense in the Condensed Consolidated Statements of Operations.
Related party line of credit
20.COMMITMENTS AND CONTINGENCIES
General
Estimated losses from loss contingencies are accrued by a charge to income when information is available prior to the issuance of the financial statements that indicates it is probable that a liability could be incurred, and the amount of the loss can by reasonably estimated. Legal expenses associated with the loss contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.
Environmental matters
The Company uses surety bonds to support certain environmental bonding obligations. As of September 30, 2024 and December 31, 2023, the Company had surety bonds totaling $156.0 million and $142.7 million outstanding, respectively.
Other commitments and contingencies
During the first quarter of 2024, the Company recorded $15.3 million of contingencies related to the Çöpler Incident in Other operating expense (income), net in the Condensed Consolidated Statements of Operations and Accrued liabilities and other in the Condensed Consolidated Balance Sheets as of March 31, 2024. During the third quarter of 2024, the Company revised the estimate of Çöpler Incident related costs and recognized a gain of $7.9 million, included in Other operating expense (income), net. See Note 3 for further details.
31
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of SSR Mining Inc. and its subsidiaries (collectively, the “Company”). The Company uses certain non-GAAP financial measures in this MD&A; for a description of each of these measures, please see the discussion under “Non-GAAP Financial Measures” in Part I, Item 2, Management’s Discussion and Analysis herein.
This item should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto included in this quarterly report. Additionally, the following discussion and analysis should be read in conjunction with the Consolidated Financial Statements, the related Management’s Discussion and Analysis of Financial Condition and Results of Operations and the discussion of Business Properties included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on February 27, 2024 (“Form 10-K”).
Business Overview
SSR Mining Inc. and its subsidiaries (collectively, “SSR Mining,” or “Company”) is a precious metals mining company with four properties located in the United States, Türkiye, Canada and Argentina. The Company is primarily engaged in the operation, acquisition, exploration and development of precious metal resource properties located in Türkiye and the Americas. The Company produces gold doré as well as copper, silver, lead and zinc concentrates.
Refer to the “Çöpler Incident and Third Quarter 2024 Summary”, “Consolidation Results of Operations”, “Results of Operations”, “Liquidity and Capital Resources” and “Non-GAAP Financial Measures” for information for the three and nine months ended September 30, 2024.
Consolidated Results of Operations
A summary of the Company's consolidated financial and operating results for the three and nine months ended September 30, 2024 and 2023 are presented below (in thousands):
32
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change (%) | 2024 | 2023 | Change (%) | |||||||||||||||||||||||||||||||||||||||||||||
| Financial Results | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 257,356 | $ | 385,390 | (33.2) | % | $ | 672,431 | $ | 1,001,030 | (32.8) | % | ||||||||||||||||||||||||||||||||||||||
Cost of sales (1) | $ | 138,281 | $ | 214,670 | (35.6) | % | $ | 360,764 | $ | 584,607 | (38.3) | % | ||||||||||||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization | $ | 30,443 | $ | 55,990 | (45.6) | % | $ | 91,852 | $ | 147,727 | (37.8) | % | ||||||||||||||||||||||||||||||||||||||
| Reclamation and remediation costs | $ | 2,414 | $ | 2,173 | 11.1 | % | $ | 280,146 | $ | 6,519 | 4197.4 | % | ||||||||||||||||||||||||||||||||||||||
| Impairment charges | $ | 369 | $ | 2,637 | (86.0) | % | $ | 114,599 | $ | 2,637 | 4245.8 | % | ||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 9,037 | $ | 77,465 | (88.3) | % | $ | (356,667) | $ | 167,379 | (313.1) | % | ||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ | 6,251 | $ | (7,245) | 186.3 | % | $ | (349,447) | $ | 144,135 | (342.4) | % | ||||||||||||||||||||||||||||||||||||||
Net income (loss) attributable to SSR Mining shareholders | $ | 10,557 | $ | 15,159 | (30.4) | % | $ | (266,832) | $ | 119,838 | (322.7) | % | ||||||||||||||||||||||||||||||||||||||
Basic net income (loss) per share attributable to SSR Mining shareholders | $ | 0.05 | $ | 0.07 | (28.6) | % | $ | (1.32) | $ | 0.58 | (327.6) | % | ||||||||||||||||||||||||||||||||||||||
Diluted net income (loss) per share attributable to SSR Mining shareholders | 0.05 | 0.07 | (28.6) | % | (1.32) | 0.57 | (331.6) | % | ||||||||||||||||||||||||||||||||||||||||||
Adjusted attributable net income (loss) (2) | $ | 6,360 | $ | 53,040 | (88.0) | % | $ | 36,325 | $ | 149,417 | (75.7) | % | ||||||||||||||||||||||||||||||||||||||
Adjusted basic attributable net income (loss) per share (2) | $ | 0.03 | $ | 0.26 | (88.5) | % | $ | 0.18 | $ | 0.73 | (75.3) | % | ||||||||||||||||||||||||||||||||||||||
Adjusted diluted attributable net income (loss) per share (2) | $ | 0.03 | $ | 0.26 | (88.5) | % | $ | 0.18 | $ | 0.70 | (74.3) | % | ||||||||||||||||||||||||||||||||||||||
| Operating Results | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Gold produced (oz) | 63,155 | 159,863 | (60.5) | % | 185,835 | 411,587 | (54.8) | % | ||||||||||||||||||||||||||||||||||||||||||
| Gold sold (oz) | 63,052 | 161,227 | (60.9) | % | 192,801 | 412,254 | (53.2) | % | ||||||||||||||||||||||||||||||||||||||||||
| Silver produced ('000 oz) | 2,885 | 2,645 | 9.1 | % | 7,531 | 6,930 | 8.7 | % | ||||||||||||||||||||||||||||||||||||||||||
| Silver sold ('000 oz) | 2,785 | 2,852 | (2.3) | % | 6,933 | 7,090 | (2.2) | % | ||||||||||||||||||||||||||||||||||||||||||
Lead produced ('000 lb) (3) | 15,005 | 10,403 | 44.2 | % | 38,294 | 31,957 | 19.8 | % | ||||||||||||||||||||||||||||||||||||||||||
Lead sold ('000 lb) (3) | 14,304 | 11,707 | 22.2 | % | 35,355 | 34,882 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||||||
Zinc produced ('000 lb) (3) | 878 | 1,577 | (44.3) | % | 2,954 | 5,805 | (49.1) | % | ||||||||||||||||||||||||||||||||||||||||||
Zinc sold ('000 lb) (3) | 660 | 1,454 | (54.6) | % | 2,589 | 6,174 | (58.1) | % | ||||||||||||||||||||||||||||||||||||||||||
Gold equivalent produced (oz) (4) | 97,429 | 192,195 | (49.3) | % | 275,113 | 495,668 | (44.5) | % | ||||||||||||||||||||||||||||||||||||||||||
Gold equivalent sold (oz) (4) | 96,143 | 196,088 | (51.0) | % | 274,996 | 498,284 | (44.8) | % | ||||||||||||||||||||||||||||||||||||||||||
| Average realized gold price ($/oz sold) | $ | 2,531 | $ | 1,913 | 32.3 | % | $ | 2,281 | $ | 1,925 | 18.5 | % | ||||||||||||||||||||||||||||||||||||||
| Average realized silver price ($/oz sold) | $ | 30.05 | $ | 21.99 | 36.7 | % | $ | 28.23 | $ | 23.14 | 22.0 | % | ||||||||||||||||||||||||||||||||||||||
Cost of sales per gold equivalent ounce sold (1, 4) | $ | 1,438 | $ | 1,095 | 31.3 | % | $ | 1,312 | $ | 1,173 | 11.8 | % | ||||||||||||||||||||||||||||||||||||||
Cash cost per gold equivalent ounce sold (2, 4) | $ | 1,312 | $ | 1,046 | 25.4 | % | $ | 1,198 | $ | 1,114 | 7.5 | % | ||||||||||||||||||||||||||||||||||||||
AISC per gold equivalent ounce sold (2, 4) | $ | 2,065 | $ | 1,289 | 60.2 | % | $ | 1,886 | $ | 1,516 | 24.4 | % | ||||||||||||||||||||||||||||||||||||||
(1)Excludes depreciation, depletion, and amortization.
(2)The Company reports non-GAAP financial measures including adjusted attributable net income (loss), adjusted basic attributable net income (loss) per share, cash costs and all in sustaining costs (“AISC”) per ounce sold to manage and evaluate its operating performance at its mines. See “Non-GAAP Financial Measures” for an explanation of these financial measures and a reconciliation of these financial measures to Net income (loss) attributable to SSR Mining shareholders and Cost of sales, which are the comparable GAAP financial measures.
(3)Data for lead production and sales relate only to lead in lead concentrate. Data for zinc production and sales relate only to zinc in zinc concentrate.
(4)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average London Bullion Market Association (“LBMA”) prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.
33
Revenue
For the three months ended September 30, 2024, revenue decreased by $128.0 million, or 33.2%, to $257.4 million, as compared to $385.4 million for the three months ended September 30, 2023. The decrease was mainly due to 60.9% fewer gold equivalent ounces sold, or $191.2 million, partially offset by a 32.3% higher average realized gold price, or $63.2 million. The decrease in gold ounces sold was primarily related to the suspension of operations at Çöpler following the Çöpler Incident and the suspension of operations at Seabee as a result of forest fires in the vicinity of the mine. For a complete discussion of revenue by segment, refer to the Results of Operations below.
For the nine months ended September 30, 2024, revenue decreased by $328.6 million, or 32.8%, to $672.4 million, as compared to $1,001.0 million for the nine months ended September 30, 2023. The decrease was mainly due to 53.2% fewer gold equivalent ounces sold, or $429.8 million, partially offset by an 18.5% higher average realized gold price, or $101.2 million. The decrease in gold ounces sold was primarily related to the suspension of operations at Çöpler following the Çöpler Incident. For a complete discussion of revenue by segment, refer to the Results of Operations below.
Cost of sales
Cost of sales decreased by $76.4 million, or 35.6%, to $138.3 million for the three months ended September 30, 2024, as compared to $214.7 million for the three months ended September 30, 2023. The decrease was mainly due to 60.9% fewer ounces of gold sold compared to the same period in 2023 primarily related to the suspension of operations at Çöpler following the Çöpler Incident and the suspension of operations at Seabee as a result of forest fires in the vicinity of the mine. For a complete discussion of cost of sales by segment, refer to the Results of Operations below.
Cost of sales decreased by $223.8 million, or 38.3%, to $360.8 million for the nine months ended September 30, 2024, as compared to $584.6 million for the nine months ended September 30, 2023. The decrease was mainly due to 53.2% fewer ounces of gold sold compared to the same period in 2023 primarily related to the suspension of operations at Çöpler following the Çöpler Incident. For a complete discussion of cost of sales by segment, refer to the Results of Operations below.
Depreciation, depletion, and amortization
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change (%) | 2024 | 2023 | Change (%) | ||||||||||||||||||||||||||||||||||||||||||
Depreciation, depletion, and amortization ($000s) | $ | 30,443 | $ | 55,990 | (45.6) | % | $ | 91,852 | $ | 147,727 | (37.8) | % | |||||||||||||||||||||||||||||||||||
| Gold equivalent ounces sold | 96,143 | 196,088 | (51.0) | % | 274,996 | 498,284 | (44.8) | % | |||||||||||||||||||||||||||||||||||||||
Depreciation, depletion, and amortization per gold equivalent ounce sold | $ | 317 | $ | 286 | 10.8 | % | $ | 334 | $ | 296 | 12.8 | % | |||||||||||||||||||||||||||||||||||
Depreciation, depletion, and amortization (“DD&A”) expense decreased by $25.5 million, or 45.6%, to $30.4 million for the three months ended September 30, 2024, as compared to $56.0 million for the three months ended September 30, 2023, primarily due to fewer gold equivalent ounces sold.
DD&A expense decreased by $55.9 million, or 37.8%, to $91.9 million for the nine months ended September 30, 2024, as compared to $147.7 million for the nine months ended September 30, 2023, primarily due to fewer gold equivalent ounces sold.
General and administrative expense
General and administrative expense for the three months ended September 30, 2024 was $19.0 million as compared to $17.5 million for the three months ended September 30, 2023. General and administrative expenses increased mainly due to higher employee compensation expense.
General and administrative expense for the nine months ended September 30, 2024 was $45.3 million as compared to $52.4 million for the nine months ended September 30, 2023. General and administrative expenses decreased mainly due to lower stock-based compensation expense of $5.7 million, which was a result of lower share price in 2024, and lower consulting and professional fees of $1.5 million.
34
Exploration and evaluation costs
Exploration and evaluation costs for the three months ended September 30, 2024 were $11.4 million compared to $14.9 million for three months ended September 30, 2023. Exploration and evaluation costs for the nine months ended September 30, 2024 were $32.9 million compared to $39.4 million for nine months ended September 30, 2023. Exploration and evaluation costs were lower due to reduced drilling activity during 2024 as compared to 2023. Exploration and evaluation costs were primarily related to the Sterling project at Marigold, exploration activities for the Cortaderas project at Puna, and surface exploration for the Amisk project at Seabee.
Reclamation and remediation costs
Reclamation and remediation costs for the three months ended September 30, 2024 were $2.4 million as compared to $2.2 million for the three months ended September 30, 2023. Reclamation and remediation costs were consistent quarter over quarter.
Reclamation and remediation costs for the nine months ended September 30, 2024 were $280.1 million as compared to $6.5 million for the nine months ended September 30, 2023. Reclamation and remediation costs increased by $273.6 million mainly due to reclamation and remediation costs related to the Çöpler Incident.
Care and maintenance
Care and maintenance costs for the three months ended September 30, 2024 were $39.4 million. Care and maintenance expense incurred during the third quarter of 2024 represents direct costs not associated with environmental reclamation and remediation costs of $16.5 million and depreciation of $13.3 million during the suspension of operations at Çöpler in addition to direct costs of $7.7 million and depreciation of $1.9 million during the suspension of operations at Seabee during the third quarter of 2024.
Care and maintenance costs for the nine months ended September 30, 2024 were $84.3 million. Care and maintenance expense incurred during 2024 represents direct costs not associated with environmental reclamation and remediation costs of $41.5 million and depreciation of $33.2 million during the suspension of operations at Çöpler in addition to direct costs of $7.7 million and depreciation of $1.9 million during the suspension of operations at Seabee during the third quarter of 2024.
Impairment charges
Impairment charges for the nine months ended September 30, 2024 were $114.6 million. The impairment charges were due to non-cash impairment charges of $114.2 million of heap leach pad inventory and related heap leach facilities due to the Çöpler Incident and non-cash impairment charges of $0.4 million resulting from the damage to plant and equipment due to the forest fires at Seabee.
Other operating expense (income), net
Other operating expense (income), net for the three months ended September 30, 2024 was $7.1 million as compared to nil for the three months ended September 30, 2023. The change is mainly due to $5.4 million in reduction in force payments, $4.0 million of expenses related to the Çöpler Incident, $4.9 million in other taxes, and $0.5 million loss on disposal of assets, partially offset by a change in contingency estimates and expenses related to the Çöpler Incident of $7.9 million.
Other operating expense (income), net for the nine months ended September 30, 2024 was $19.2 million as compared to $0.4 million for the nine months ended September 30, 2023. The change is due to $19.3 million of contingencies and expenses related to the Çöpler Incident and $4.9 million in other taxes, partially offset by a $5.1 million net gain on the sale and disposal of assets primarily attributable to the divestiture of San Luis.
Interest expense
Interest expense for the three months ended September 30, 2024 was $2.9 million as compared to $4.1 million for the three months ended September 30, 2023. Interest expense for the nine months ended September 30, 2024 was $9.7 million as compared to $14.1 million for the nine months ended September 30, 2023. The decreases were primarily due to lower debt balances outstanding during 2024 following the full repayment of the Term Loan in the third quarter 2023.
35
Other income (expense)
Other income (expense) for the three months ended September 30, 2024 was $8.6 million as compared to $11.4 million for the three months ended September 30, 2023. The changes were mainly due to the reduction in gains on investments and on marketable security sales of $5.5 million and the decrease in interest income of $2.2 million as a result of lower cash balances, partially offset by $4.2 million of other expense.
Other income (expense) for the nine months ended September 30, 2024 was $17.3 million as compared to $36.8 million for the nine months ended September 30, 2023. The changes were mainly due to the decrease in interest income of $7.7 million as a result of lower cash balances, reduction in gains on investments and on marketable security sales of $8.7 million, change in fair value of marketable securities of $6.1 million, partially offset by $2.3 million of other expense.
Foreign exchange gain (loss)
Foreign exchange loss for the three months ended September 30, 2024 was $7.5 million compared to a loss of $23.0 million for the three months ended September 30, 2023. During the three months ended September 30, 2024, the foreign exchange loss was mainly due to the weakening of the ARS against the USD and its impact on ARS-denominated assets.
Foreign exchange loss for the nine months ended September 30, 2024 was $7.6 million compared to a loss of $57.4 million for the nine months ended September 30, 2023. During the nine months ended September 30, 2024, the change in foreign exchange loss was mainly comprised of $42.5 million attributable to the weakening of the ARS against the USD and higher ARS-denominated assets at Puna in 2023 as compared to the same period in 2024, and $5.9 million attributable to the weakening of the TRY against the USD at Çöpler in 2023 compared to the same period in 2024, offset by higher TRY-denominated assets at Çöpler in 2024.
Income and mining tax benefit (expense)
Income and mining tax expense for the three months ended September 30, 2024 was $0.9 million as compared to an expense of $68.9 million for the three months ended September 30, 2023. The decrease in income tax expense was primarily a result of a one-time deferred tax charge of $68.9 million in 2023, following an increase in the corporate tax rate in Türkiye. This was partially offset by a $0.9 million increase in tax expense as a result of various factors including, foreign currency fluctuations, permanent tax differences, and changes in operating income.
Income and mining tax benefit for the nine months ended September 30, 2024 was $7.6 million as compared to a benefit of $11.7 million for the nine months ended September 30, 2023. The decrease in income tax benefit was primarily a result of a $73.2 million reduction in the tax benefits from foreign currency fluctuations on the Company’s deferred tax liabilities. This reduction in benefit was partially offset by the absence of a one-time deferred tax charge of $68.9 million in 2023, following an increase in the corporate tax rate in Türkiye.
36
Results of Operations
Çöpler, Türkiye
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating Data | 2024 (1) | 2023 | Change (%) | 2024 | 2023 | Change (%) | |||||||||||||||||||||||||||||||||||||||||
Gold produced (oz) | 4,714 | 56,768 | (91.7) | % | 26,541 | 163,873 | (83.8) | % | |||||||||||||||||||||||||||||||||||||||
| Gold sold (oz) | 4,702 | 58,694 | (92.0) | % | 28,662 | 165,905 | (82.7) | % | |||||||||||||||||||||||||||||||||||||||
Average realized gold price ($/oz sold) | $ | 2,510 | $ | 1,928 | 30.2 | % | $ | 2,095 | $ | 1,930 | 8.5 | % | |||||||||||||||||||||||||||||||||||
Ore mined (kt) | — | 915 | (100.0) | % | 266 | 3,278 | (91.9) | % | |||||||||||||||||||||||||||||||||||||||
Waste removed (kt) | — | 7,448 | (100.0) | % | 3,571 | 17,664 | (79.8) | % | |||||||||||||||||||||||||||||||||||||||
Total material mined (kt) | — | 8,363 | (100.0) | % | 3,837 | 20,942 | (81.7) | % | |||||||||||||||||||||||||||||||||||||||
Ore milled (kt) | — | 618 | (100.0) | % | 343 | 2,022 | (83.0) | % | |||||||||||||||||||||||||||||||||||||||
Gold mill feed grade (g/t) | — | 2.92 | (100.0) | % | 2.39 | 2.56 | (6.6) | % | |||||||||||||||||||||||||||||||||||||||
Gold recovery (%) | — | 85.1 | (100.0) | % | 78.9 | 87.2 | (9.5) | % | |||||||||||||||||||||||||||||||||||||||
Ore stacked (kt) | — | 289 | (100.0) | % | 184 | 631 | (70.8) | % | |||||||||||||||||||||||||||||||||||||||
Gold grade stacked (g/t) | — | 1.47 | (100.0) | % | 1.17 | 1.40 | (16.4) | % | |||||||||||||||||||||||||||||||||||||||
Cost of sales (2) | $ | 5,047 | $ | 69,830 | (92.8) | % | $ | 29,471 | $ | 199,425 | (85.2) | % | |||||||||||||||||||||||||||||||||||
Cost of sales ($/oz gold sold) (2) | $ | 1,073 | $ | 1,190 | (9.8) | % | $ | 1,028 | $ | 1,202 | (14.5) | % | |||||||||||||||||||||||||||||||||||
Cash costs ($/oz gold sold) (3) | $ | 1,080 | $ | 1,167 | (7.5) | % | $ | 1,030 | $ | 1,186 | (13.2) | % | |||||||||||||||||||||||||||||||||||
AISC ($/oz gold sold) (3) | $ | 5,266 | $ | 1,378 | 282.1 | % | $ | 2,959 | $ | 1,397 | 111.8 | % | |||||||||||||||||||||||||||||||||||
(1)Operations at Çöpler were suspended on February 13, 2024 following the Çöpler Incident and have not restarted. During the three months ended September 30, 2024, Çöpler produced and sold inventory that was in-circuit prior to the Çöpler Incident.
(2)Excludes depreciation, depletion, and amortization.
(3)The Company reports the non-GAAP financial measures of cash costs and AISC per ounce of gold sold to manage and evaluate operating performance at Çöpler. See “Non-GAAP Financial Measures” for an explanation of these financial measures and a reconciliation to cost of sales, which is the comparable GAAP financial measure.
Three months ended September 30, 2024 compared to three months ended September 30, 2023
Operations remained suspended following the Çöpler Incident. Care and maintenance expense of $29.8 million was recorded which represents direct costs not associated with the environmental reclamation and remediation costs and depreciation.
Nine months ended September 30, 2024 compared to nine months ended September 30, 2023
Operations were suspended following the Çöpler Incident on February 13, 2024 and resulted in a decrease in gold production and gold sold of 83.8% and 82.7%, respectively. Care and maintenance expense of $74.7 million was recorded which represents direct costs not associated with the environmental reclamation and remediation costs and depreciation.
37
Marigold, USA
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating Data | 2024 | 2023 | Change (%) | 2024 | 2023 | Change (%) | |||||||||||||||||||||||||||||||||||||||||
Gold produced (oz) | 48,189 | 83,272 | (42.1) | % | 108,560 | 195,694 | (44.5) | % | |||||||||||||||||||||||||||||||||||||||
| Gold sold (oz) | 47,100 | 83,103 | (43.3) | % | 109,419 | 194,789 | (43.8) | % | |||||||||||||||||||||||||||||||||||||||
Average realized gold price ($/oz sold) | $ | 2,546 | $ | 1,908 | 33.4 | % | $ | 2,351 | $ | 1,923 | 22.3 | % | |||||||||||||||||||||||||||||||||||
Ore mined (kt) | 7,151 | 7,732 | (7.5) | % | 20,347 | 18,141 | 12.2 | % | |||||||||||||||||||||||||||||||||||||||
Waste removed (kt) | 15,392 | 16,329 | (5.7) | % | 54,757 | 49,007 | 11.7 | % | |||||||||||||||||||||||||||||||||||||||
Total material mined (kt) | 22,543 | 24,061 | (6.3) | % | 75,104 | 67,148 | 11.8 | % | |||||||||||||||||||||||||||||||||||||||
Ore stacked (kt) | 7,151 | 7,732 | (7.5) | % | 20,347 | 18,141 | 12.2 | % | |||||||||||||||||||||||||||||||||||||||
Gold grade stacked (g/t) | 0.36 | 0.45 | (20.0) | % | 0.24 | 0.46 | (47.8) | % | |||||||||||||||||||||||||||||||||||||||
Cost of sales (1) | $ | 74,106 | $ | 81,464 | (9.0) | % | $ | 162,414 | $ | 199,970 | (18.8) | % | |||||||||||||||||||||||||||||||||||
Cost of sales ($/oz gold sold) (1) | $ | 1,573 | $ | 980 | 60.5 | % | $ | 1,484 | $ | 1,027 | 44.5 | % | |||||||||||||||||||||||||||||||||||
Cash costs ($/oz gold sold) (2) | $ | 1,575 | $ | 981 | 60.6 | % | $ | 1,486 | $ | 1,029 | 44.4 | % | |||||||||||||||||||||||||||||||||||
AISC ($/oz gold sold) (2) | $ | 1,828 | $ | 1,106 | 65.3 | % | $ | 1,749 | $ | 1,423 | 22.9 | % | |||||||||||||||||||||||||||||||||||
(1)Excludes depreciation, depletion, and amortization.
(2)The Company reports the non-GAAP financial measures of cash costs and AISC per ounce of gold sold to manage and evaluate operating performance at Marigold. See “Non-GAAP Financial Measures” for an explanation of these financial measures and a reconciliation to Cost of sales, which is the comparable GAAP financial measure.
Three months ended September 30, 2024 compared to three months ended September 30, 2023
Gold production decreased 42.1% due to fewer tonnes and lower grade ore stacked in addition to timing of leach recoveries. Revenue decreased by $38.7 million, or 24.4%, of which $68.7 million was the result of fewer gold ounces sold, partially offset by a $30.0 million increase due to higher average realized gold price. Cost of sales decreased by $7.4 million, or 9.0%, due to fewer gold ounces sold, partially offset by lower grade ore stacked. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold increased 60.5% and 60.6%, respectively, due to lower grade ore stacked and higher royalty costs. AISC per ounce of gold sold increased 65.3% as a result of higher cash costs per ounce of gold sold and higher sustaining capital expenditures.
Nine months ended September 30, 2024 compared to nine months ended September 30, 2023
Gold production decreased 44.5% due to lower grade ore stacked, partially offset by more ore tonnes stacked. Revenue decreased by $117.1 million, or 31.3%, of which $164.0 million was the result of fewer gold ounces sold, partially offset by a $46.9 million increase due to higher average realized gold price. Cost of sales decreased by $37.6 million, or 18.8%, due to fewer gold ounces sold, partially offset by higher mining costs as a result of more waste tonnes mined and lower grade ore stacked. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold increased 44.5% and 44.4%, respectively, due to more waste tonnes mined and lower grade ore stacked. AISC per ounce of gold sold increased 22.9% due to higher cash costs per ounce of gold sold, partially offset by lower sustaining capital expenditures compared to the nine months ended September 30, 2023, which reflected the purchase of four haul trucks.
38
Seabee, Canada
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating Data | 2024 | 2023 | Change (%) | 2024 | 2023 | Change (%) | |||||||||||||||||||||||||||||||||||||||||
Gold produced (oz) | 10,252 | 19,823 | (48.3) | % | 50,734 | 52,020 | (2.5) | % | |||||||||||||||||||||||||||||||||||||||
| Gold sold (oz) | 11,250 | 19,430 | (42.1) | % | 54,720 | 51,560 | 6.1 | % | |||||||||||||||||||||||||||||||||||||||
Average realized gold price ($/oz sold) | $ | 2,479 | $ | 1,884 | 31.6 | % | $ | 2,232 | $ | 1,915 | 16.6 | % | |||||||||||||||||||||||||||||||||||
Ore mined (kt) | 56 | 108 | (48.1) | % | 275 | 326 | (15.6) | % | |||||||||||||||||||||||||||||||||||||||
Ore milled (kt) | 56 | 105 | (46.7) | % | 274 | 323 | (15.2) | % | |||||||||||||||||||||||||||||||||||||||
Gold mill feed grade (g/t) | 6.10 | 6.17 | (1.1) | % | 6.01 | 5.29 | 13.6 | % | |||||||||||||||||||||||||||||||||||||||
Gold recovery (%) | 95.9 | 96.5 | (0.6) | % | 96.0 | 96.5 | (0.5) | % | |||||||||||||||||||||||||||||||||||||||
Cost of sales (1) | $ | 14,404 | $ | 19,939 | (27.8) | % | $ | 56,111 | $ | 61,476 | (8.7) | % | |||||||||||||||||||||||||||||||||||
Cost of sales ($/oz gold sold) (1) | $ | 1,280 | $ | 1,026 | 24.8 | % | $ | 1,025 | $ | 1,192 | (14.0) | % | |||||||||||||||||||||||||||||||||||
Cash costs ($/oz gold sold) (2) | $ | 1,281 | $ | 1,027 | 24.7 | % | $ | 1,026 | $ | 1,193 | (14.0) | % | |||||||||||||||||||||||||||||||||||
AISC ($/oz gold sold) (2) | $ | 2,301 | $ | 1,382 | 66.5 | % | $ | 1,655 | $ | 1,742 | (5.0) | % | |||||||||||||||||||||||||||||||||||
(1)Excludes depreciation, depletion, and amortization.
(2)The Company reports the non-GAAP financial measures of cash costs and AISC per ounce of gold sold to manage and evaluate operating performance at Seabee. See “Non-GAAP Financial Measures” for an explanation of these financial measures and a reconciliation to Cost of sales, which is the comparable GAAP financial measure.
Three months ended September 30, 2024 compared to three months ended September 30, 2023
Gold production decreased 48.3% as a result of the temporary suspension of operations on August 21, 2024 due to forest fires in the vicinity of the mine. Revenue decreased by $8.7 million, or 23.8%, of which $15.4 million was a result of fewer gold ounces sold, partially offset by an increase of $6.7 million due to higher average realized gold price. Cost of sales decreased by $5.5 million, or 27.8%, as a result of fewer gold ounces sold, partially offset by lower grade and fewer ore tonnes milled. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold increased by 24.8% and 24.7%, respectively, due to lower grade and fewer ore tonnes milled. AISC per ounce of gold sold increased 66.5%% due to higher cash costs per ounce of gold sold and care and maintenance expenses incurred during the temporary suspension of operations.
Nine months ended September 30, 2024 compared to nine months ended September 30, 2023
Gold production decreased 2.5% due to fewer ore tonnes milled, partially offset by higher mill feed grade. Gold sold exceeded gold production during the nine months ended September 30, 2024 due to the timing of sales of finished goods inventory. Revenue increased by $23.6 million, or 23.9%, of which $6.0 million was a result of more gold ounces sold and $17.6 million was a result of higher average realized gold price. Cost of sales decreased by $5.4 million, or 8.7%, as a result of higher grade ore milled, partially offset by fewer ore tonnes milled. Cost of sales per ounce of gold sold and cash costs per ounce of gold sold decreased 14.0% and 14.0%, respectively, due to higher grade ore milled. AISC per ounce of gold sold decreased 5.0% due to lower cash costs per ounce of gold sold, partially offset by care and maintenance expenses incurred during the temporary suspension of operations in the three months ended September 30, 2024.
39
Puna, Argentina
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Operating Data | 2024 | 2023 | Change (%) | 2024 | 2023 | Change (%) | |||||||||||||||||||||||||||||||||||||||||
| Silver produced ('000 oz) | 2,885 | 2,645 | 9.1 | % | 7,531 | 6,930 | 8.7 | % | |||||||||||||||||||||||||||||||||||||||
| Silver sold ('000 oz) | 2,785 | 2,852 | (2.3) | % | 6,933 | 7,090 | (2.2) | % | |||||||||||||||||||||||||||||||||||||||
| Lead produced ('000 lb) | 15,005 | 10,403 | 44.2 | % | 38,294 | 31,957 | 19.8 | % | |||||||||||||||||||||||||||||||||||||||
| Lead sold ('000 lb) | 14,304 | 11,707 | 22.2 | % | 35,355 | 34,882 | 1.4 | % | |||||||||||||||||||||||||||||||||||||||
| Zinc produced ('000 lb) | 878 | 1,577 | (44.3) | % | 2,954 | 5,805 | (49.1) | % | |||||||||||||||||||||||||||||||||||||||
| Zinc sold ('000 lb) | 660 | 1,454 | (54.6) | % | 2,589 | 6,174 | (58.1) | % | |||||||||||||||||||||||||||||||||||||||
Gold equivalent sold (oz) (1) | 33,091 | 34,861 | (5.1) | % | 82,195 | 86,030 | (4.5) | % | |||||||||||||||||||||||||||||||||||||||
| Average realized silver price ($/oz) | $ | 30.05 | $ | 21.99 | 36.7 | % | $ | 28.23 | $ | 23.14 | 22.0 | % | |||||||||||||||||||||||||||||||||||
Ore mined (kt) | 648 | 522 | 24.1 | % | 1,578 | 1,381 | 14.3 | % | |||||||||||||||||||||||||||||||||||||||
Waste removed (kt) | 1,535 | 1,356 | 13.2 | % | 4,564 | 4,864 | (6.2) | % | |||||||||||||||||||||||||||||||||||||||
Total material mined (kt) | 2,183 | 1,878 | 16.2 | % | 6,142 | 6,245 | (1.6) | % | |||||||||||||||||||||||||||||||||||||||
Ore milled (kt) | 486 | 445 | 9.2 | % | 1,372 | 1,278 | 7.4 | % | |||||||||||||||||||||||||||||||||||||||
| Silver mill feed grade (g/t) | 190.54 | 192.73 | (1.1) | % | 176.32 | 175.61 | 0.4 | % | |||||||||||||||||||||||||||||||||||||||
| Lead mill feed grade (%) | 1.46 | 1.14 | 28.1 | % | 1.33 | 1.21 | 9.9 | % | |||||||||||||||||||||||||||||||||||||||
| Zinc mill feed grade (%) | 0.19 | 0.32 | (40.6) | % | 0.21 | 0.37 | (43.2) | % | |||||||||||||||||||||||||||||||||||||||
| Silver recovery (%) | 97.0 | 96.0 | 1.0 | % | 96.8 | 96.0 | 0.8 | % | |||||||||||||||||||||||||||||||||||||||
| Lead recovery (%) | 96.0 | 93.4 | 2.8 | % | 95.3 | 93.8 | 1.6 | % | |||||||||||||||||||||||||||||||||||||||
| Zinc recovery (%) | 43.5 | 49.9 | (12.8) | % | 46.6 | 55.4 | (15.9) | % | |||||||||||||||||||||||||||||||||||||||
Cost of sales (2) | $ | 44,724 | $ | 43,437 | 3.0 | % | $ | 112,768 | $ | 123,736 | (8.9) | % | |||||||||||||||||||||||||||||||||||
Cost of sales ($/oz silver sold) (2) | $ | 16.06 | $ | 15.23 | 5.4 | % | $ | 16.27 | $ | 17.45 | (6.8) | % | |||||||||||||||||||||||||||||||||||
Cost of sales ($/oz gold equivalent sold) (1, 2) | $ | 1,352 | $ | 1,246 | 8.5 | % | $ | 1,372 | $ | 1,438 | (4.6) | % | |||||||||||||||||||||||||||||||||||
Cash costs ($/oz silver sold) (3) | $ | 11.66 | $ | 12.33 | (5.4) | % | $ | 11.71 | $ | 13.57 | (13.7) | % | |||||||||||||||||||||||||||||||||||
Cash costs ($/oz gold equivalent sold) (1, 3) | $ | 982 | $ | 1,009 | (2.7) | % | $ | 988 | $ | 1,119 | (11.7) | % | |||||||||||||||||||||||||||||||||||
AISC ($/oz silver sold) (3) | $ | 15.37 | $ | 13.04 | 17.9 | % | $ | 15.36 | $ | 15.31 | 0.3 | % | |||||||||||||||||||||||||||||||||||
AISC ($/oz gold equivalent sold) (1, 3) | $ | 1,294 | $ | 1,067 | 21.3 | % | $ | 1,296 | $ | 1,262 | 2.7 | % | |||||||||||||||||||||||||||||||||||
(1)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.
(2)Excludes depreciation, depletion, and amortization.
(3)The Company reports the non-GAAP financial measures of cash costs and AISC per ounce of silver sold to manage and evaluate operating performance at Puna. See “Non-GAAP Financial Measures” for an explanation of these financial measures and a reconciliation to Cost of sales, which is the comparable GAAP financial measure.
40
Three months ended September 30, 2024 compared to three months ended September 30, 2023
Silver production increased 9.1% due to more ore tonnes milled. Silver sold decreased 2.3% due to the timing of concentrate sales. Revenue increased by $22.1 million, or 29.2%, of which $0.5 million was the result of higher volume of concentrate sold and $22.6 million was the result of higher average realized silver and zinc prices, partially offset by a $1.0 million decrease due to lower average realized lead price. Cost of sales increased by $1.3 million, or 3.0%, as a result of higher royalties and export duties. Cost of sales per ounce of silver sold increased by 5.4% due to more waste tonnes mined and higher royalties and export duties. Cash costs per ounce of silver sold decreased by 5.4% due to lower treatment and refining charges and an increase in by-product credits from higher lead and zinc sales. AISC per ounce of silver sold increased 17.9% due to higher sustaining capital expenditures and reclamation cost accretion and amortization.
Nine months ended September 30, 2024 compared to nine months ended September 30, 2023
Silver production increased 8.7% due to more ore tonnes milled. Silver sold decreased 2.2% due to the timing of concentrate sales attributable to transportation delays at the end of 2022, which resulted in a buildup of finished goods inventory that was subsequently sold in the first quarter of 2023. Revenue increased by $27.4 million, or 13.4%, of which $35.8 million was a result of higher average realized silver and zinc prices, partially offset by $1.9 million as a result of lower average realized lead price and $6.5 million due to lower volume of concentrate sold. Cost of sales decreased by $11.0 million, or 8.9%, due to lower transportation expenses, fewer waste tonnes mined, and fewer silver ounces sold. Cost of sales per ounce of silver sold decreased by 6.8% due to lower transportation expenses and fewer waste tonnes mined. Cash costs per ounce of silver sold decreased by 13.7% due to the decrease in cost of sales per ounce of silver sold discussed above, an increase in by-product credits from higher lead and zinc sales, and lower treatment and refining charges. AISC per ounce of silver sold increased 0.3% due to higher reclamation cost accretion and amortization.
41
Liquidity and Capital Resources
The Company continues to analyze its liquidity position subsequent to the Çöpler Incident, taking into consideration its available cash and cash equivalents; expected revenues and operating and capital expenditures for the Company’s other three mines; potential penalties and fines, restitution, and legal obligations; estimates of reclamation and remediation related costs; and care and maintenance expenditures at Çöpler over the next twelve months. As of September 30, 2024, the Company had $334.3 million of cash and cash equivalents, and the Company has no borrowings outstanding on the Second Amended Credit Agreement at this time. Each of the Company’s three other mines operates independently and are not dependent on cash flows or operational synergies associated with Çöpler. Based on this analysis, the Company believes that its current liquidity position is sufficient to sustain the operational needs for the Company’s three other mines, as well as satisfy reclamation and remediation related costs, monitoring and care and maintenance efforts at Çöpler, for the next twelve months without needing to borrow under its Second Amended Credit Agreement. The Company may still elect to borrow under the Second Amended Credit Agreement or seek alternate sources of capital for any liquidity needs. All debts, liabilities and obligations under the Second Amended Credit Agreement are guaranteed by the Company’s material subsidiaries and secured by certain of the Company’s assets and material subsidiaries and pledges of the securities of the Company’s material subsidiaries, but does not include the Çöpler assets and subsidiaries and other Alacer entities.
To borrow under the Second Amended Credit Agreement, the Company will be required to satisfy certain financial ratios related to interest coverage and net leverage and make certain representations and warranties on a quarterly basis, including assessing financial ratios over a twelve-month period. Subject to the timing of any borrowings we may make under the Second Amended Credit Agreement, if any, we may be required to seek an amendment from the lenders to permit borrowings if we cannot meet the financial ratios or other requirements due to lower cash flows resulting from the Çöpler Incident or otherwise.
The Company manages its liquidity risk through the planning, budgeting and forecasting process, which is reviewed and updated on a regular basis, to help determine the funding requirements to support its current operations, expansion and development plans, and by managing its capital structure.
Cash and Cash Equivalents
At September 30, 2024, the Company had $334.3 million of cash and cash equivalents, a decrease of $158.1 million from December 31, 2023. Refer to the Cash Flows section below for additional detail of the Company’s cash flow activities. The Company held $316.7 million of its cash and cash equivalents balance in USD. Additionally, the Company held cash and cash equivalents of $7.1 million, $5.4 million and $4.9 million in ARS, CAD and TRY, respectively.
The Company maintains cash balances at banking institutions in various jurisdictions which may or may not have deposit insurance. The Company mitigates potential cash risk by maintaining bank accounts with credit-worthy financial institutions. All cash is invested in short-term investments or high interest savings accounts in accordance with the Company’s investment policy with original maturities of 90 days or less, providing the Company with sufficient liquidity to meet its foreseeable capital needs.
Debt
Credit Agreement
On August 15, 2023, the Company entered into amendment to the Amended Credit Agreement (the “Second Amended Credit Agreement”) with the Bank of Nova Scotia, as administrative agent, and along with Canadian Imperial Bank of Commerce, as co-lead arrangers and joint bookrunners, the lenders party thereto and certain subsidiary guarantors named therein. The amendment, among other things, (i) extends the maturity to August 15, 2027, (ii) increases the credit agreement to $400.0 million with a $100.0 million accordion feature and (iii) modifies the reference rate from LIBOR to an adjusted SOFR plus applicable margin varying based on the Company’s consolidated leverage ratio and amounts drawn on the credit facility ranging from 2.00% to 2.75%.
Refer to Part II, Item 8, Note 20 in the Annual Report on Form 10-K for further details.
42
Cash Dividends
Following the Çöpler Incident, the Board of the Directors of the Company suspended dividends. The Company does not know at this time when it may resume dividends. During the three and nine months ended September 30, 2024, the Company declared no dividends.
During the three and nine months ended September 30, 2023, the Company declared quarterly cash dividends of $0.07 during each quarter, for total dividends of $14.4 million during the three months ended September 30, 2023 and $43.2 million for the nine months ended September 30, 2023.
Share Repurchase Plan / Normal Course Issuer Bid
During the nine months ended September 30, 2024, and prior to the Çöpler Incident, the Company purchased 1,117,100 of its outstanding common shares at an average share price of $8.79 per share for total consideration of $9.8 million. No shares have been repurchased since the Çöpler Incident.
The Board of Directors had authorized a new Normal Course Issuer Bid (“NCIB”) on June 16, 2023 (the “2023 NCIB”), to repurchase up to an aggregate of 10,200,000 common shares on the Nasdaq, the TSX and/or other exchanges and alternative trading systems in Canada and/or the United States, if eligible, subject to applicable law and stock exchange rules over a twelve-month period beginning June 20, 2023 and ending June 19, 2024. On November 27, 2023, in connection with the 2023 NCIB, the Company entered into an automatic share purchase plan with its broker to allow for the repurchase of shares at times when the Company ordinarily would not be active in the market due to regulatory restrictions and customary self-imposed blackout periods. Following the Çöpler Incident, the Company terminated its automatic share purchase plan effective March 1, 2024. The 2023 NCIB expired on June 19, 2024 and the Company has not, at this time, sought approval for a new NCIB. The Company does not know at this time when, and if, it may resume share repurchases.
On June 19, 2023, the Normal Course Issuer Bid established as of June 20, 2022 (the “2022 NCIB”), expired. Under the 2022 NCIB, the Company authorized the purchase of up to 10,600,000 common shares. The Company purchased and cancelled 9,080,119 common shares via open market purchases through the facilities of the TSX and the Nasdaq at a weighted average price paid per common share of $16.01 and a total repurchase value of $145.3 million.
43
Cash Flows
The following table summarizes the Company's cash flow activity for nine months ended September 30:
| Nine Months Ended September 30, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
Net cash provided by (used in) operating activities | $ | (54,849) | $ | 218,566 | |||||||||||||
Cash used in investing activities | (103,556) | (280,211) | |||||||||||||||
Cash provided by (used in) financing activities | 4,610 | (157,806) | |||||||||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | (4,358) | (31,880) | |||||||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | (158,153) | (251,331) | |||||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 492,494 | 689,106 | |||||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 334,341 | $ | 437,775 | |||||||||||||
Cash provided by (used in) operating activities
For the nine months ended September 30, 2024, cash provided by (used in) operating activities was $(54.8) million compared to $218.6 million for the nine months ended September 30, 2023. The change in cash provided by (used in) operating activities is mainly due to a 53.2% decrease in gold ounces sold as well as expenditures for remediation and care and maintenance primarily related to the suspension of operations at Çöpler, partially offset by a favorable working capital change and a 18.5% higher average realized gold in 2024 as compared to 2023.
Cash used in investing activities
For the nine months ended September 30, 2024, cash used in investing activities was $103.6 million compared to $280.2 million for the nine months ended September 30, 2023. The decrease of $176.7 million of cash used in investing activities is mainly due to spend of $120.0 million for the acquisition of the Hod Maden project in 2023 and lower capital expenditures of $59.7 million when compared to the nine months ended September 30, 2023.
Cash provided by (used in) financing activities
For the nine months ended September 30, 2024, cash provided by (used in) financing activities was $4.6 million compared to $(157.8) million for the nine months ended September 30, 2023. The change in cash provided by (used in) financing activities was mainly due lower cash payments for debt in the amount of $70.2 million, lower dividends paid in the amount of $43.2 million, a decrease in the purchases and cancellation of common shares in the amount of $35.5 million, partially offset by proceeds from related party debt of $13.9 million.
Contractual Obligations
As of September 30, 2024, there have been no material changes in the Company’s contractual obligations since December 31, 2023 to the Condensed Consolidated Financial Statements. Refer to Part II, Item 7 in the Annual Report on Form 10-K for information regarding the Company’s contractual obligations.
44
Non-GAAP Financial Measures
The Company has included certain non-GAAP financial measures to assist in understanding the Company's financial results. The non-GAAP financial measures are employed by the Company to measure its operating and economic performance and to assist in decision-making, as well as to provide key performance information to senior management. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors and other stakeholders will find this information useful to evaluate the Company's operating and financial performance; however, these non-GAAP performance measures do not have any standardized meaning. These performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. These non-GAAP measures should be read in conjunction with the Company's Condensed Consolidated Financial Statements.
Non-GAAP Measure - Cash Costs and AISC
Cash Costs and All-In Sustaining Costs (“AISC”) per payable ounce of gold and respective unit cost measures are non-U.S. GAAP metrics developed by the World Gold Council to provide transparency into the costs associated with producing gold and provide a standard for comparison across the industry. The World Gold Council is a market development organization for the gold industry.
The Company uses cash costs per ounce of precious metals sold to monitor its operating performance internally. The most directly comparable measure prepared in accordance with GAAP is Cost of sales. The Company believes this measure provides investors and analysts with useful information about its underlying cash costs of operations and the impact of by-product credits on its cost structure. The Company also believes it is a relevant metric used to understand its operating profitability. When deriving the cost of sales associated with an ounce of precious metal, the Company includes by-product credits, which allows management and other stakeholders to assess the net costs of gold and silver production.
AISC includes total Cost of sales incurred at the Company’s mining operations, which forms the basis of cash costs. Additionally, the Company includes sustaining capital expenditures, sustaining mine-site exploration and evaluation costs, reclamation cost accretion and amortization, and general and administrative expenses. This measure seeks to reflect the ongoing cost of gold and silver production from current operations; therefore, growth capital is excluded. The Company determines sustaining capital to be capital expenditures that are necessary to maintain current production and execute the current mine plan. The Company determines growth capital to be those payments used to develop new operations or related to projects at existing operations where those projects will materially benefit the operation.
The Company believes that AISC provides additional information to management and stakeholders that provides visibility to better define the total costs associated with production and better understanding of the economics of the Company's operations and performance compared to other producers.
In deriving the number of ounces of precious metal sold, the Company considers the physical ounces available for sale after the treatment and refining process, commonly referred to as payable metal, as this is what is sold to third parties.
45
The following tables provide a reconciliation of cost of sales to cash costs and AISC:
| Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||
(in thousands, unless otherwise noted) | Çöpler | Marigold | Seabee | Puna | Corporate | Total | ||||||||||||||||||||||||||||||||
Cost of sales (GAAP) (1) | $ | 5,047 | $ | 74,106 | $ | 14,404 | $ | 44,724 | $ | — | $ | 138,281 | ||||||||||||||||||||||||||
| By-product credits | — | (22) | (12) | (13,813) | — | (13,847) | ||||||||||||||||||||||||||||||||
| Treatment and refining charges | 33 | 119 | 22 | 1,577 | — | 1,751 | ||||||||||||||||||||||||||||||||
| Cash costs (non-GAAP) | 5,080 | 74,203 | 14,414 | 32,488 | — | 126,185 | ||||||||||||||||||||||||||||||||
| Sustaining capital expenditures | 2,678 | 10,413 | 3,078 | 4,928 | — | 21,097 | ||||||||||||||||||||||||||||||||
| Sustaining exploration and evaluation expense | — | 790 | — | — | — | 790 | ||||||||||||||||||||||||||||||||
Care and maintenance (2) | 16,507 | — | 7,713 | — | — | 24,220 | ||||||||||||||||||||||||||||||||
| Reclamation cost accretion and amortization | 493 | 680 | 678 | 5,388 | — | 7,239 | ||||||||||||||||||||||||||||||||
| General and administrative expense and stock-based compensation expense | — | — | — | — | 19,016 | 19,016 | ||||||||||||||||||||||||||||||||
| Total AISC (non-GAAP) | $ | 24,758 | $ | 86,086 | $ | 25,883 | $ | 42,804 | $ | 19,016 | $ | 198,547 | ||||||||||||||||||||||||||
| Gold sold (oz) | 4,702 | 47,100 | 11,250 | — | — | 63,052 | ||||||||||||||||||||||||||||||||
| Silver sold (oz) | — | — | — | 2,785,411 | — | 2,785,411 | ||||||||||||||||||||||||||||||||
Gold equivalent sold (oz) (3)(4) | 4,702 | 47,100 | 11,250 | 33,091 | — | 96,143 | ||||||||||||||||||||||||||||||||
Cost of sales per gold equivalent ounce sold (1)(3)(4) | $ | 1,073 | $ | 1,573 | $ | 1,280 | $ | 1,352 | N/A | $ | 1,438 | |||||||||||||||||||||||||||
| Cash cost per gold ounce sold | $ | 1,080 | $ | 1,575 | $ | 1,281 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| Cash cost per silver ounce sold | N/A | N/A | N/A | $ | 11.66 | N/A | N/A | |||||||||||||||||||||||||||||||
Cash cost per gold equivalent ounce sold (3)(4) | $ | 1,080 | $ | 1,575 | $ | 1,281 | $ | 982 | N/A | $ | 1,312 | |||||||||||||||||||||||||||
| AISC per gold ounce sold | $ | 5,266 | $ | 1,828 | $ | 2,301 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| AISC per silver ounce sold | N/A | N/A | N/A | $ | 15.37 | N/A | N/A | |||||||||||||||||||||||||||||||
AISC per gold equivalent ounce sold (3)(4) | $ | 5,266 | $ | 1,828 | $ | 2,301 | $ | 1,294 | N/A | $ | 2,065 | |||||||||||||||||||||||||||
(1)Excludes depreciation, depletion, and amortization.
(2)Care and maintenance expense only includes direct costs not associated with environmental reclamation and remediation costs, as depreciation is not included in the calculation of AISC.
(3)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.
(4)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.
46
| Three Months Ended September 30, 2023 | ||||||||||||||||||||||||||||||||||||||
(in thousands, unless otherwise noted) | Çöpler | Marigold | Seabee | Puna | Corporate | Total | ||||||||||||||||||||||||||||||||
Cost of sales (GAAP) (1) | $ | 69,830 | $ | 81,464 | $ | 19,939 | $ | 43,437 | — | $ | 214,670 | |||||||||||||||||||||||||||
| By-product credits | (1,307) | (26) | (16) | (12,987) | — | (14,336) | ||||||||||||||||||||||||||||||||
| Treatment and refining charges | — | 50 | 24 | 4,717 | — | 4,791 | ||||||||||||||||||||||||||||||||
| Cash costs (non-GAAP) | 68,523 | 81,488 | 19,947 | 35,167 | — | 205,125 | ||||||||||||||||||||||||||||||||
| Sustaining capital expenditures | 9,100 | 8,683 | 6,212 | 4,593 | — | 28,588 | ||||||||||||||||||||||||||||||||
Sustaining exploration and evaluation expense(2) | 1,156 | 1,009 | — | (3,371) | — | (1,206) | ||||||||||||||||||||||||||||||||
| Reclamation cost accretion and amortization | 427 | 708 | 692 | 765 | — | 2,592 | ||||||||||||||||||||||||||||||||
| General and administrative expense and stock-based compensation expense | 1,668 | — | — | 43 | 15,853 | 17,564 | ||||||||||||||||||||||||||||||||
| Total AISC (non-GAAP) | $ | 80,874 | $ | 91,888 | $ | 26,851 | $ | 37,197 | $ | 15,853 | $ | 252,663 | ||||||||||||||||||||||||||
| Gold sold (oz) | 58,694 | 83,103 | 19,430 | — | — | 161,227 | ||||||||||||||||||||||||||||||||
| Silver sold (oz) | — | — | — | 2,852,065 | — | 2,852,065 | ||||||||||||||||||||||||||||||||
Gold equivalent sold (oz) (3)(4) | 58,694 | 83,103 | 19,430 | 34,861 | — | 196,088 | ||||||||||||||||||||||||||||||||
Cost of sales per gold equivalent ounce sold (1)(3)(4) | $ | 1,190 | $ | 980 | $ | 1,026 | $ | 1,246 | N/A | $ | 1,095 | |||||||||||||||||||||||||||
| Cash cost per gold ounce sold | $ | 1,167 | $ | 981 | $ | 1,027 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| Cash cost per silver ounce sold | N/A | N/A | N/A | $ | 12.33 | N/A | N/A | |||||||||||||||||||||||||||||||
Cash cost per gold equivalent ounce sold (3)(4) | $ | 1,167 | $ | 981 | $ | 1,027 | $ | 1,009 | N/A | $ | 1,046 | |||||||||||||||||||||||||||
| AISC per gold ounce sold | $ | 1,378 | $ | 1,106 | $ | 1,382 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| AISC per silver ounce sold | N/A | N/A | N/A | $ | 13.04 | N/A | N/A | |||||||||||||||||||||||||||||||
AISC per gold equivalent ounce sold (3)(4) | $ | 1,378 | $ | 1,106 | $ | 1,382 | $ | 1,067 | N/A | $ | 1,289 | |||||||||||||||||||||||||||
(1)Excludes depreciation, depletion, and amortization.
(2)During the three months ended September 30, 2023, the Company reclassified Sustaining exploration and evaluation expense to Sustaining capital expenditures at Puna. These costs had been appropriately capitalized in prior periods, but had been reported as expense rather than capital in the AISC table. The update to the presentation for these costs did not impact the AISC per ounce calculation.
(3)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.
(4)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.
47
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||
(in thousands, unless otherwise noted) | Çöpler | Marigold | Seabee | Puna | Corporate | Total | ||||||||||||||||||||||||||||||||
Cost of sales (GAAP)(1) | $ | 29,471 | $ | 162,414 | $ | 56,111 | $ | 112,768 | $ | — | $ | 360,764 | ||||||||||||||||||||||||||
| By-product credits | (345) | (84) | (51) | (36,661) | — | (37,141) | ||||||||||||||||||||||||||||||||
| Treatment and refining charges | 384 | 266 | 102 | 5,097 | — | 5,849 | ||||||||||||||||||||||||||||||||
| Cash costs (non-GAAP) | 29,510 | 162,596 | 56,162 | 81,204 | — | 329,472 | ||||||||||||||||||||||||||||||||
| Sustaining capital expenditures | 12,368 | 25,150 | 24,184 | 11,837 | — | 73,539 | ||||||||||||||||||||||||||||||||
| Sustaining exploration and evaluation expense | — | 1,418 | — | — | — | 1,418 | ||||||||||||||||||||||||||||||||
Care and maintenance (2) | 41,468 | — | 7,713 | — | — | 49,181 | ||||||||||||||||||||||||||||||||
| Reclamation cost accretion and amortization | 1,472 | 2,221 | 2,526 | 13,463 | — | 19,682 | ||||||||||||||||||||||||||||||||
| General and administrative expense and stock-based compensation expense | — | — | — | — | 45,329 | 45,329 | ||||||||||||||||||||||||||||||||
| Total AISC (non-GAAP) | $ | 84,818 | $ | 191,385 | $ | 90,585 | $ | 106,504 | $ | 45,329 | $ | 518,621 | ||||||||||||||||||||||||||
| Gold sold (oz) | 28,662 | 109,419 | 54,720 | — | — | 192,801 | ||||||||||||||||||||||||||||||||
| Silver sold (oz) | — | — | — | 6,933,096 | — | 6,933,096 | ||||||||||||||||||||||||||||||||
Gold equivalent sold (oz) (3)(4) | 28,662 | 109,419 | 54,720 | 82,195 | — | 274,996 | ||||||||||||||||||||||||||||||||
Cost of sales per gold equivalent ounce sold(1)(3)(4) | $ | 1,028 | $ | 1,484 | $ | 1,025 | $ | 1,372 | N/A | $ | 1,312 | |||||||||||||||||||||||||||
| Cash cost per gold ounce sold | $ | 1,030 | $ | 1,486 | $ | 1,026 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| Cash cost per silver ounce sold | N/A | N/A | N/A | $ | 11.71 | N/A | N/A | |||||||||||||||||||||||||||||||
Cash cost per gold equivalent ounce sold (3)(4) | $ | 1,030 | $ | 1,486 | $ | 1,026 | $ | 988 | N/A | $ | 1,198 | |||||||||||||||||||||||||||
| AISC per gold ounce sold | $ | 2,959 | $ | 1,749 | $ | 1,655 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| AISC per silver ounce sold | N/A | N/A | N/A | $ | 15.36 | N/A | N/A | |||||||||||||||||||||||||||||||
AISC per gold equivalent ounce sold (3)(4) | $ | 2,959 | $ | 1,749 | $ | 1,655 | $ | 1,296 | N/A | $ | 1,886 | |||||||||||||||||||||||||||
(1)Excludes depreciation, depletion, and amortization.
(2)Care and maintenance expense only includes direct costs not associated with environmental reclamation and remediation costs, as depreciation is not included in the calculation of AISC.
(3)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.
(4)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.
48
| Nine Months Ended September 30, 2023 | ||||||||||||||||||||||||||||||||||||||
(in thousands, unless otherwise noted) | Çöpler | Marigold | Seabee | Puna | Corporate | Total | ||||||||||||||||||||||||||||||||
Cost of sales (GAAP)(1) | $ | 199,425 | $ | 199,970 | $ | 61,476 | $ | 123,736 | $ | — | $ | 584,607 | ||||||||||||||||||||||||||
| By-product credits | (2,674) | (99) | (41) | (41,463) | — | (44,277) | ||||||||||||||||||||||||||||||||
| Treatment and refining charges | — | 509 | 73 | 13,964 | — | 14,546 | ||||||||||||||||||||||||||||||||
| Cash costs (non-GAAP) | 196,751 | 200,380 | 61,508 | 96,237 | — | 554,876 | ||||||||||||||||||||||||||||||||
| Sustaining capital expenditures | 26,313 | 73,994 | 26,220 | 9,900 | — | 136,427 | ||||||||||||||||||||||||||||||||
| Sustaining exploration and evaluation expense | 3,271 | 815 | — | — | — | 4,086 | ||||||||||||||||||||||||||||||||
| Reclamation cost accretion and amortization | 1,282 | 2,019 | 2,108 | 2,295 | — | 7,704 | ||||||||||||||||||||||||||||||||
| General and administrative expense and stock-based compensation expense | 4,095 | — | — | 132 | 48,139 | 52,366 | ||||||||||||||||||||||||||||||||
| Total AISC (non-GAAP) | $ | 231,712 | $ | 277,208 | $ | 89,836 | $ | 108,564 | $ | 48,139 | $ | 755,459 | ||||||||||||||||||||||||||
| Gold sold (oz) | 165,905 | 194,789 | 51,560 | — | — | 412,254 | ||||||||||||||||||||||||||||||||
| Silver sold (oz) | — | — | — | 7,090,205 | — | 7,090,205 | ||||||||||||||||||||||||||||||||
Gold equivalent sold (oz) (2)(3) | 165,905 | 194,789 | 51,560 | 86,030 | — | 498,284 | ||||||||||||||||||||||||||||||||
Cost of sales per gold equivalent ounce sold(1)(2) | $ | 1,202 | $ | 1,027 | $ | 1,192 | $ | 1,438 | N/A | $ | 1,173 | |||||||||||||||||||||||||||
| Cash cost per gold ounce sold | $ | 1,186 | $ | 1,029 | $ | 1,193 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| Cash cost per silver ounce sold | N/A | N/A | N/A | $ | 13.57 | N/A | N/A | |||||||||||||||||||||||||||||||
Cash cost per gold equivalent ounce sold (2)(3) | $ | 1,186 | $ | 1,029 | $ | 1,193 | $ | 1,119 | N/A | $ | 1,114 | |||||||||||||||||||||||||||
| AISC per gold ounce sold | $ | 1,397 | $ | 1,423 | $ | 1,742 | N/A | N/A | N/A | |||||||||||||||||||||||||||||
| AISC per silver ounce sold | N/A | N/A | N/A | $ | 15.31 | N/A | N/A | |||||||||||||||||||||||||||||||
AISC per gold equivalent ounce sold (2)(3) | $ | 1,397 | $ | 1,423 | $ | 1,742 | $ | 1,262 | N/A | $ | 1,516 | |||||||||||||||||||||||||||
(1)Excludes depreciation, depletion, and amortization.
(2)Gold equivalent ounces are calculated multiplying the silver ounces by the ratio of the silver price to the gold price, using the average LBMA prices for the period. The Company does not include by-products in the gold equivalent ounce calculations.
(3)Gold equivalent ounces sold may not re-calculate based on amounts presented in this table due to rounding.
49
Non-GAAP Measure - Adjusted Attributable Net Income (Loss)
Adjusted attributable net income (loss) and adjusted attributable net income (loss) per share are used by management and investors to measure the Company’s underlying operating performance. The most directly comparable financial measures prepared in accordance with GAAP are Net income (loss) attributable to SSR Mining shareholders and Net income (loss) per share attributable to SSR Mining shareholders. Adjusted attributable net income (loss) is defined as net income (loss) adjusted to exclude the after-tax impact of specific items that are significant, but not reflective of the Company’s underlying operations, including impairment charges; and inflationary impacts on tax balances.
The following table provides a reconciliation of Net income (loss) attributable to SSR Mining shareholders to adjusted net income (loss) attributable to SSR Mining shareholders:
50
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
(in thousands, except per share) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||||||
| Net income (loss) attributable to SSR Mining shareholders (GAAP) | $ | 10,557 | $ | 15,159 | $ | (266,832) | $ | 119,838 | |||||||||||||||||||||||||||
| Interest saving on 2019 Notes, net of tax | — | — | — | 3,693 | |||||||||||||||||||||||||||||||
| Net income (loss) used in the calculation of diluted net income per share | $ | 10,557 | $ | 15,159 | $ | (266,832) | $ | 123,531 | |||||||||||||||||||||||||||
| Weighted-average shares used in the calculation of net income | |||||||||||||||||||||||||||||||||||
| Basic | 202,140 | 203,878 | 202,209 | 205,101 | |||||||||||||||||||||||||||||||
| Diluted | 202,447 | 203,878 | 202,209 | 217,902 | |||||||||||||||||||||||||||||||
| Net income (loss) per share attributable to SSR Mining shareholders (GAAP) | |||||||||||||||||||||||||||||||||||
| Basic | $ | 0.05 | $ | 0.07 | $ | (1.32) | $ | 0.58 | |||||||||||||||||||||||||||
| Diluted | $ | 0.05 | $ | 0.07 | $ | (1.32) | $ | 0.57 | |||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
Artmin transaction and integration costs | $ | — | $ | 30 | $ | — | $ | 406 | |||||||||||||||||||||||||||
Effects of the Çöpler Incident (1) | (1,939) | — | 319,981 | — | |||||||||||||||||||||||||||||||
Impairment of long-lived and other assets (2) | 369 | 2,637 | 369 | 2,637 | |||||||||||||||||||||||||||||||
| Change in fair value of marketable securities | (330) | 555 | (6,749) | (565) | |||||||||||||||||||||||||||||||
| Loss (gain) on sale of mineral properties, plant and equipment | — | 560 | — | 1,610 | |||||||||||||||||||||||||||||||
| Income tax impact related to above adjustments | 187 | (815) | 1,208 | (785) | |||||||||||||||||||||||||||||||
| Inflationary impacts on tax balances | (2,484) | (1,631) | (11,652) | (12,371) | |||||||||||||||||||||||||||||||
| Impact of income tax rate change in Türkiye | — | 37,170 | — | 37,170 | |||||||||||||||||||||||||||||||
Other tax adjustments (3) | — | (625) | — | 1,477 | |||||||||||||||||||||||||||||||
| Adjusted net income (loss) attributable to SSR Mining shareholders (Non-GAAP) | $ | 6,360 | $ | 53,040 | $ | 36,325 | $ | 149,417 | |||||||||||||||||||||||||||
| Adjusted net income (loss) per share attributable to SSR Mining shareholders (Non-GAAP) | |||||||||||||||||||||||||||||||||||
| Basic | $ | 0.03 | $ | 0.26 | $ | 0.18 | $ | 0.73 | |||||||||||||||||||||||||||
Diluted (4) | $ | 0.03 | $ | 0.26 | $ | 0.18 | $ | 0.70 | |||||||||||||||||||||||||||
(1)The effects of the Çöpler Incident represent the following unusual and nonrecurring charges: (1) reclamation costs of $9.0 million and remediation costs of $209.3 million (amounts are presented net of pre-tax attributable to non-controlling interest of $50.1 million); (2) impairment charges of $91.4 million related to plans to permanently close the heap leach pad (amount is presented net of pre-tax attributable to non-controlling interest of $22.8 million); and (3) contingencies and expenses of $10.3 million (amount is presented net of pre-tax attributable to non-controlling interest of $2.6 million). Refer to Note 3 to the Condensed Consolidated Financial Statements for further details related to the impact of the Çöpler Incident.
(2)For the year ended September 30, 2024, impairments of long-lived and other assets are related to remote equipment damaged due to forest fires at Seabee. For the year ended September 30, 2023, impairments of long-lived and other assets represent non-cash write-downs of various assets and materials and supplies inventories.
(3)Represents charges related to a one-time tax imposed by Türkiye to fund earthquake recovery efforts, offset by a release of an uncertain tax position.
(4)Adjusted net income (loss) per diluted share attributable to SSR Mining shareholders is calculated using diluted common shares, which are calculated in accordance with GAAP. For the three months ended September 30, 2024, $1.2 million interest saving on 2019 Notes, net of tax, and potentially dilutive shares of approximately 13.0 million were excluded from the computation of diluted loss per common share attributable to SSR Mining shareholders in the Condensed Consolidated Statement of Operations as they were antidilutive. For the nine months ended September 30, 2024, $3.7 million interest saving on 2019 Notes, net of tax, and potentially dilutive shares of approximately 13.3 million were excluded from the computation of diluted loss per common share attributable to SSR Mining shareholders in the Condensed Consolidated Statement of Operations as they were antidilutive. These interest savings and shares were excluded in the computation of adjusted net income (loss) per diluted share attributable to SSR Mining shareholders for the three and nine months ended September 30, 2024 as they were antidilutive.
51
Non-GAAP Measure - Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA
EBITDA represents net income (loss) before interest, taxes, depreciation, and amortization. EBITDA is an indicator of the Company’s ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations, and fund capital expenditures.
Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, and amortization, adjusted to exclude the impact of specific items that are significant, but not reflective of the Company’s underlying operations, including impairment charges.
The most directly comparable financial measure prepared in accordance with GAAP to EBITDA and Adjusted EBITDA is Net income (loss) attributable to SSR Mining shareholders.
The following is a reconciliation of Net income (loss) attributable to SSR Mining shareholders to EBITDA and adjusted EBITDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
(in thousands) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||||||
| Net income (loss) attributable to SSR Mining shareholders (GAAP) | $ | 10,557 | $ | 15,159 | $ | (266,832) | $ | 119,838 | |||||||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interests | (4,306) | (22,404) | (82,615) | 24,297 | |||||||||||||||||||||||||||||||
| Depletion, depreciation and amortization | 30,443 | 55,990 | 91,852 | 147,727 | |||||||||||||||||||||||||||||||
| Interest expense | 2,942 | 4,080 | 9,702 | 14,099 | |||||||||||||||||||||||||||||||
| Income and mining tax expense (benefit) | 869 | 68,893 | (7,641) | (11,707) | |||||||||||||||||||||||||||||||
| EBITDA (non-GAAP) | 40,505 | 121,718 | (255,534) | 294,254 | |||||||||||||||||||||||||||||||
Artmin transaction and integration costs | — | 30 | — | 406 | |||||||||||||||||||||||||||||||
Effects of the Çöpler Incident (1) | (2,424) | — | 399,976 | — | |||||||||||||||||||||||||||||||
Impairments of long-lived and other assets (2) | 369 | 2,637 | 369 | 2,637 | |||||||||||||||||||||||||||||||
| Change in fair value of marketable securities | (330) | 555 | (6,749) | (565) | |||||||||||||||||||||||||||||||
| Loss (gain) on sale of mineral properties, plant and equipment | — | 560 | — | 1,610 | |||||||||||||||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 38,120 | $ | 125,500 | $ | 138,062 | $ | 298,342 | |||||||||||||||||||||||||||
(1)The effects of the Çöpler Incident represent the following unusual and nonrecurring charges: (1) reclamation costs of $11.2 million and remediation costs of $261.7 million; (2) impairment charges of $114.2 million related to plans to permanently close the heap leach pad; and (3) contingencies and expenses of $12.9 million. Refer to Note 3 to the Condensed Consolidated Financial Statements for further details related to the impact of the Çöpler Incident.
(2)For the year ended September 30, 2024, impairments of long-lived and other assets are related to remote equipment damaged due to forest fires at Seabee. For the year ended September 30, 2023, impairments of long-lived and other assets represent non-cash write-downs of various assets and materials and supplies inventories.
52
Non-GAAP Measure - Free Cash Flow
The Company uses free cash flow to supplement information in its consolidated financial statements. The most directly comparable financial measures prepared in accordance with GAAP is Cash provided by (used in) operating activities. The Company believes that in addition to conventional measures prepared in accordance with US GAAP, certain investors and analysts use this information to evaluate the ability of the Company to generate cash flow after capital investments and build the Company’s cash resources. The Company calculates free cash flow by deducting cash capital spending from cash generated by operating activities. The Company does not deduct payments made for business acquisitions.
The following table provides a reconciliation of Cash provided by (used in) operating activities to free cash flow:
| Nine Months Ended September 30, | ||||||||||||||||||||
(in thousands) | 2024 | 2023 | ||||||||||||||||||
Cash provided by (used in) operating activities (GAAP) | $ | (54,849) | $ | 218,566 | ||||||||||||||||
| Expenditures on mineral properties, plant and equipment | (104,961) | (164,633) | ||||||||||||||||||
| Free cash flow (non-GAAP) | $ | (159,810) | $ | 53,933 | ||||||||||||||||
Critical Accounting Estimates
Refer to the Company’s Management’s Discussion and Analysis of Critical Accounting Estimates included in Part II of Form 10-K.
New Accounting Pronouncements
For a discussion of Recently Issued Accounting Pronouncements, see Note 2 of the Condensed Consolidated Financial Statements.
53
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risks during the three month period ended September 30, 2024.
For additional information on market risks, refer to “Disclosures About Market Risks” included in Part II, Items 7A of the Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s Management assessed the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a–15(e) and 15d–15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based upon its assessment, Management concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2024.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the most recent quarter, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company and its subsidiaries have become involved in litigation relating to claims arising out of operations in the normal course of business. Information regarding legal proceedings is contained in Note 20 to the Condensed Consolidated Financial Statements contained in this Report and is incorporated herein by reference.
On March 18, 2024 and March 22, 2024, two related putative securities class actions, Karam Akhras v. SSR Mining Inc., et. al., Case No. 24-cv-00739 and Eric Lindemann v. SSR Mining Inc., et. al., Case No. 24-cv-00808, were filed in the United States District Court for the District of Colorado (collectively, the “US Securities Actions”). The US Securities Actions assert claims for alleged violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against the Company, as well as certain of its current and former members of management (the “Individual Defendants”, and together with the Company, the “Defendants”) and for alleged violations of Section 20(a) of the Exchange Act against the Individual Defendants. The complaints allege that certain public statements made by the Defendants were rendered materially false and misleading with respect to, among other things, the adequacy of the Company’s internal controls relating to its safety practices and operational integrity at its Çöpler mining facility in Türkiye. On August 2, 2024, the US Securities Actions were consolidated as Consolidated Civil Action No. 1:24-cv-00739-DDD-SBP (the “Consolidated US Securities Action”).
Additionally, two putative securities class actions, Glenna Padley v. SSR Mining Inc., et. al. and Abdurrazag Mutat v. SSR Mining Inc., et al., were filed on March 27, 2024 and April 23, 2024, respectively, in the Supreme Court of British Columbia (the “BC Actions”). Two additional putative securities class actions, Chao Liang v. SSR Mining Inc., et. al. (the “Liang Action”) and Michael Jones v. SSR Mining., et. al. (the “Jones Action”), were filed on April 5, 2024 and May 1, 2024, respectively, in the Ontario Superior Court of Justice (the “Ontario Actions” and together with the BC Actions, the “Canadian Securities Actions”). The Canadian Securities Actions assert claims for alleged misrepresentations by the Defendants at common law and in contravention of applicable Provincial securities law disclosure obligations. On August 9, 2024, carriage of the proposed Ontario Actions was granted to the Liang Action. The Jones Action is stayed as of such decision.
The Consolidated US Securities Action and Canadian Securities Actions seek unspecified compensatory damages on behalf of the putative class members. The Company, along with the Individual Defendants, are defending themselves against these claims.
54
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item IA., “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The risks described in the Annual Report and herein are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that is deemed to be immaterial may also materially adversely affect the business, financial condition, cash flows and/or future results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of equity securities during the quarter ended September 30, 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
The Company is required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, and that required information is included in Exhibit 95 to this Quarterly Report, which is incorporated herein by reference.
55
ITEM 5. OTHER INFORMATION
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements by our Directors and Officers
During the quarterly period covered by this report, no directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted terminated
56
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| Exhibit Number | ||||||||
| 31.1 + | ||||||||
| 31.2 + | ||||||||
| 32.1++ | ||||||||
| 32.2++ | ||||||||
| 95 + | ||||||||
| 101 | 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE | XBRL Instance - XBRL tags are embedded within the Inline XBRL document XBRL Taxonomy Extension Schema XBRL Taxonomy Extension Calculation XBRL Taxonomy Extension Definition XBRL Taxonomy Extension Labels XBRL Taxonomy Extension Presentation | ||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
| + | Filed herewith | |||||||
| ++ | Furnished herewith | |||||||
+++ | Previously filed | |||||||
| * | Indicates a management contract or compensatory plan or arrangement. | |||||||
57
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SSR MINING INC. Registrant | |||||
Date: November 6, 2024 | /s/ Michael J. Sparks | ||||
Name: Michael J. Sparks Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
Date: November 6, 2024 | /s/ Russell Farnsworth | ||||
Name: Russell Farnsworth Title: Vice President, Controller (Principal Accounting Officer) | |||||
58
Exhibit 31.1
SSR Mining Inc.
Certification of Chief Executive Officer Certification Pursuant to Rule 13a-14 or 15d-14 of The Securities Exchange Act Of 1934, as Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
I, Rodney P. Antal, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of SSR Mining Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: November 6, 2024
/s/ Rodney P. Antal
Rodney P. Antal
Executive Chairman
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, Michael J. Sparks, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of SSR Mining Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: November 6, 2024
/s/ Michael J. Sparks
Michael J. Sparks
Executive Vice President, Chief Financial Officer
Exhibit 32.1
SSR Mining Inc.
Certification of Chief Executive Officer Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of SSR Mining Inc. (the “Company”) for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rodney P. Antal, Executive Chairman of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /s/ Rodney P. Antal
Rodney P. Antal
Executive Chairman
Rodney P. Antal
Executive Chairman
Dated: November 6, 2024
Exhibit 32.2
SSR Mining Inc.
Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of SSR Mining Inc. (the “Company”) for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael J. Sparks, Executive Vice President, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /s/ Michael J. Sparks
Michael J. Sparks
Executive Vice President, Chief Financial Officer
Michael J. Sparks
Executive Vice President, Chief Financial Officer
Dated: November 6, 2024
Exhibit 95
Mine Safety Information
The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The disclosures reflect our U.S. mining operations only as the requirements of the Act and Item 104 of Regulation S-K do not apply to our mines operated outside the United States.
Mine Safety Information. Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which a U.S. mining operator must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the mine as well as by the MSHA inspector(s) assigned. In addition to civil penalties, the Mine Act also provides for criminal penalties for an operator who willfully violates a health or safety standard or knowingly violates or fails or refuses to comply with an order issued under Section 107(a) or any final decision issued under the Act.
The below table reflects citations and orders issued to us by MSHA during the quarter ended September 30, 2024. The proposed assessments for the quarter ended September 30, 2024 were taken from the MSHA data retrieval system as of October 7, 2024.
Additional information about the Act and MSHA references used in the table follows.
•Section 104(a) Significant and Substantial ("S&S") Citations. Citations received from MSHA under section 104(a) of the Mine Act for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard.
•Section 104(b) Orders. Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.
•Section 104(d) S&S Citations and Orders. Citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory, significant and substantial health or safety standards.
•Section 110(b)(2) Violations. Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.
•Section 107(a) Orders. Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed.
| Quarter Ended September 30, 2024 | |||||||||||||||||||||||
| Mine | Section 104(a) S&S Citations | Section 104(b) Orders | Section 104(d) S&S Citations and Orders | Section 110(b)(2) Violations | Section 107(a) Orders | ($ in thousands) Proposed MSHA Assessments | Fatalities | ||||||||||||||||
| Marigold Mine (MSHA ID# 2602081) | 2 | 0 | 0 | 0 | 0 | $— (Not yet assessed) | 0 | ||||||||||||||||
Pattern or Potential Pattern of Violations. During the quarter ended September 30, 2024, none of the mines operated by the Company received written notice from MSHA of (a) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under section 104(e) of the Mine Act or (b) the potential to have such a pattern.
Pending Legal Actions. Legal actions pending before the Federal Mine Safety and Health Review Commission (the “Commission”), an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act, may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA or complaints of discrimination by miners under section 105 of the Mine Act. The following is a brief description of the types of legal actions that may be brought before the Commission.
•Contests of Citations and Orders. A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA.
•Contests of Proposed Penalties (Petitions for Assessment of Penalties): A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order. The validity of the citation may also be challenged in this proceeding as well.
•Complaints for Compensation: A complaint for compensation may be filed with the Commission by miners entitled to compensation when a mine is closed by certain withdrawal orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due miners idled by the orders.
•Complaints of Discharge, Discrimination or Interference: A discrimination proceeding is a case that involves a miner’s allegation that he or she has suffered a wrong by the operator because he or she engaged in some type of activity protected under the Mine Act, such as making a safety complaint.
•Applications for Temporary Relief: An application for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act.
•Appeals of Judges’ Decisions or Orders to the Commission: A filing with the Commission of a petition for discretionary review of a Judge’s decision or order by a person who has been adversely affected or aggrieved by such decision or order.
During the quarter ended September 30, 2024, none of the mines operated by the Company had any pending legal actions before the Commission, any legal actions instituted, or any legal actions resolved.