Golden Minerals Co - Quarter Report: 2015 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(MARK ONE)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015.

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM                  TO                  .

 

COMMISSION FILE NUMBER 1-13627

 

GOLDEN MINERALS COMPANY

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

(303) 839-5060

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

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 x    NO o

 

INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS SUBMITTED ELECTRONICALLY AND POSTED ON ITS CORPORATE WEB SITE, IF ANY, EVERY INTERACTIVE DATA FILE REQUIRED TO BE SUBMITTED AND POSTED PURSUANT TO RULE 405 OF REGULATION S-T (§232.405 OF THIS CHAPTER) DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO SUBMIT AND POST SUCH FILES).   YES x   NO o

 

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN ACCELERATED FILER, A NON-ACCELERATED FILER, OR A SMALLER REPORTING COMPANY:

 

 

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT):  YES o  NO x

 

INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND REPORTS REQUIRED TO BE FILED BY SECTIONS 12, 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN CONFIRMED BY A COURT:  YES x  NO o

 

AT MAY 6, 2015, 53,162,833 SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, WERE ISSUED AND OUTSTANDING.

 

 

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GOLDEN MINERALS COMPANY

FORM 10-Q

QUARTER ENDED March 31, 2015

 

INDEX

 

				PAGE
PART I — FINANCIAL INFORMATION
	ITEM 1.		FINANCIAL STATEMENTS (Unaudited)	3
	ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
	ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
	ITEM 4.		CONTROLS AND PROCEDURES	29
PART II — OTHER INFORMATION
	ITEM 1.		LEGAL PROCEEDINGS	29
	ITEM 1A.		RISK FACTORS	29
	ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	30
	ITEM 3.		DEFAULTS UPON SENIOR SECURITIES	30
	ITEM 4.		MINE SAFETY DISCLOSURES	30
	ITEM 5.		OTHER INFORMATION	30
	ITEM 6.		EXHIBITS	30
SIGNATURES				31

 

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PART I. FINANCIAL INFORMATION

 

Item 1.   Financial Statements

 

GOLDEN MINERALS COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in United States dollars)

(Unaudited)

 

		March 31,			December 31,
		2015			2014
		(in thousands, except share data)
Assets
Current assets
Cash and cash equivalents (Note 3)		$	6,052		$	8,579
Short-term Investments (Note 3)		119			—
Trade receivables		92			—
Inventories (Note 5)		1,166			1,497
Value added tax receivable, net (Note 6)		949			1,316
Prepaid expenses and other assets (Note 4)		735			835
Total current assets		9,113			12,227
Property, plant and equipment, net (Note 7)		27,322			29,031
Total assets		$	36,435		$	41,258
Liabilities and Equity
Current liabilities
Accounts payable and other accrued liabilities (Note 8)		$	1,905		$	1,639
Other current liabilities (Note 10)		1,675			2,551
Total current liabilities		3,580			4,190
Asset retirement obligation (Note 9)		2,434			2,685
Warrant Liability (Note 11)		904			1,554
Other long term liabilities (Note 10)		92			95
Total liabilities		7,010			8,524
Commitments and contingencies (Note 18)
Equity (Note 13)
Common stock, $.01 par value, 100,000,000 shares authorized; 53,162,833 shares issued and outstanding for both periods		532			532
Additional paid in capital		484,399			484,197
Accumulated deficit		(455,426		)	(451,995		)
Accumulated other comprehensive loss		(80		)	—
Shareholder’s equity		29,425			32,734
Total liabilities and equity		$	36,435		$	41,258

 

The accompanying notes form an integral part of these condensed consolidated financial statements.

 

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GOLDEN MINERALS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States dollars)

(Unaudited)

 

		Three Months Ended
		March 31,
		2015			2014
		(in thousands, except share data)
Revenue:
Sale of metals (Note 14)		$	2,337		$	—
Costs and expenses:
Costs applicable to sale of metals (exclusive of depreciation shown below) (Note 14)		(3,012		)	—
Exploration expense		(969		)	(1,600		)
El Quevar project expense		(406		)	(334		)
Velardeña project expense		(119		)	—
Velardeña shutdown and care & maintenance costs		—			(1,249		)
Administrative expense		(1,328		)	(1,655		)
Stock based compensation		(179		)	(330		)
Reclamation and accretion expense		(110		)	(49		)
Other operating income, net		176			2
Depreciation, depletion and amortization		(1,359		)	(846		)
Total costs and expenses		(7,306		)	(6,061		)
Loss from operations		(4,969		)	(6,061		)
Other income and (expense):
Interest and other income (Note 15)		916			394
Warrant derivative gain (Note 16)		650			—
(Loss) gain on foreign currency		(28		)	9
Total other income		1,538			403
Loss from operations before income taxes		(3,431		)	(5,658		)
Income tax benefit		—			—
Net loss		$	(3,431	)	$	(5,658	)
Comprehensive loss:
Unrealized loss on securities		(80		)	—
Comprehensive loss		$	(3,511	)	$	(5,658	)
Net loss per common share — basic
Loss		$	(0.07	)	$	(0.13	)
Weighted average common stock outstanding - basic (1)		52,686,250			42,893,617

 

(1)         Potentially dilutive shares have not been included because to do so would be anti-dilutive.

 

The accompanying notes form an integral part of these condensed consolidated financial statements.

 

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GOLDEN MINERALS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in United States dollars)

(Unaudited)

 

		Three Months Ended
		March 31,
		2015			2014
		(in thousands)
Cash flows from operating activities:
Net cash used in operating activities (Note 17)		$	(2,644	)	$	(4,120	)
Cash flows from investing activities:
Proceeds from sale of assets		117			1
Capitalized costs and acquisitions of property, plant and equipment		—			(7		)
Net cash provided by (used in) investing activities		$	117		$	(6	)
Net decrease in cash and cash equivalents		(2,527		)	(4,126		)
Cash and cash equivalents - beginning of period		8,579			19,146
Cash and cash equivalents - end of period		$	6,052		$	15,020

 

See Note 17 for supplemental cash flow information.

 

The accompanying notes form an integral part of these condensed consolidated financial statements.

 

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GOLDEN MINERALS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in United States dollars)

(Unaudited)

 

													Accum-
													-ulated
													Other
							Addi						Compre
							-tional			Accum			-hensive			Total
		Common Stock					Paid-in			-ulated			income			Equity
		Shares		Amount			Capital			Deficit			(loss)			(Deficit)
		(in thousands except share data)
Balance, December 31, 2013		43,530,833		$	435		$	494,647		$	(448,626	)	$	—		$	46,456
Stock compensation accrued		140,000		2			924			—			—			926
KELTIP mark-to-market		—		—			12			—						12
Registered offering stock units, net (Note 13)		3,692,000		37			1,502			—			—			1,539
Private placement stock units, net (Note 13)		5,800,000		58			2,729			—			—			2,787
Reclassification to reflect warrant liability (Note 13)		—		—			(15,617		)	15,454			—			(163		)
Net loss		—		—			—			(18,823		)	—			(18,823		)
Balance, December 31, 2014		53,162,833		$	532		$	484,197		$	(451,995	)	$	—		$	32,734
Stock compensation accrued		—		—			179			—			—			179
KELTIP mark-to-market		—		—			23			—						23
Net loss		—		—			—			(3,431		)	(80		)	(3,511		)
Balance, March 31, 2015		53,162,833		$	532		$	484,399		$	(455,426	)	$	(80	)	$	29,425

 

The accompanying notes form an integral part of these condensed consolidated financial statements.

 

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GOLDEN MINERALS COMPANY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States dollars)

 

1.              Basis of Preparation of Financial Statements and Nature of Operations

 

Golden Minerals Company (the “Company”), a Delaware corporation, has prepared these unaudited interim condensed consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Such rules and regulations allow the omission of certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), so long as such omissions do not render the financial statements misleading.  The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures normally required by GAAP.

 

In the opinion of management, these financial statements reflect all adjustments that are necessary for a fair presentation of the financial results for the periods presented. These interim financial statements should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and filed with the SEC on February 27, 2015.

 

Golden Minerals Company (the “Company”), a Delaware corporation, is a mining company, holding a 100% interest in the Velardeña and Chicago precious metals mining properties in Mexico (the “Velardeña Properties”). The Company is primarily focused on efforts to optimize mining and processing activities at the Velardeña Properties in order to achieve positive net cash flows at the Velardeña Properties. The Company is also focused on establishing a second group of mining assets, which may include those recently acquired assets in the Parral District in Chihuahua Mexico and obtaining oxide feed from outside sources to enable restart of the oxide plant, in order to generate sufficient revenue, along with revenue from the Velardeña Properties, to fund continuing business activities. The Company is continuing its exploration efforts on selected properties in its portfolio of 30 exploration properties located primarily in Mexico. It continues to hold its El Quevar property on care and maintenance and to reduce holding costs until it can find a partner to further advance the project. The Company is also reviewing strategic opportunities, focusing primarily on development or operating properties in North America, including Mexico.

 

The Company is considered an exploration stage company under the criteria set forth by the Securities and Exchange Commission (“SEC”) as the Company has not yet demonstrated the existence of proven or probable mineral reserves, as defined by the SEC Industry Guide 7, at the Velardeña Properties, or any of the Company’s other properties.  As a result, and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for exploration stage companies, all expenditures for exploration and evaluation of the Company’s properties are expensed as incurred. As such the Company’s financial statements may not be comparable to the financial statements of mining companies that do have proven and probable mineral reserves.  Such companies would typically capitalize certain development costs including infrastructure development and mining activities to access the ore. The capitalized costs would be amortized on a units-of-production basis as reserves are mined.  The amortized costs are typically allocated to inventory and eventually to cost of sales as the inventories are sold.  As the Company does not have proven and probable reserves, substantially all expenditures at the Company’s Velardeña Properties for mine construction activity, as well as costs associated with the mill facilities, and for items that do not have a readily identifiable market value apart from the mineralized material, have been expensed as incurred. Such costs are charged to cost of metals sold or project expense during the period depending on the nature of the costs. Certain of the costs may be reflected in inventories prior to the sale of the product. The term “mineralized material” as used herein, although permissible under SEC Industry Guide 7, does not indicate “reserves” by SEC standards. The Company cannot be certain that any deposits at the Velardeña Properties or any other exploration property will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves”.

 

The Company recommenced mining activities at the Velardeña Properties in July 2014 and began processing material from the mine in November 2014.  During 2014 and the first three months of 2015 the Company focused primarily on mining material from the San Mateo, Terneras and Roca Negra vein systems.  Average grades in the first quarter 2015 were 178 grams per tonne (“gpt”) silver and 2.7 gpt gold, with payable metals generated from the processing facilities of approximately 126,000 payable silver equivalent ounces, improving from the average grade in December 2014 of 127 gpt silver and 1.3 gpt gold and a total of approximately payable 42,000 silver equivalent ounces generated in 2014.  (Silver equivalent ounces include silver and gold but exclude lead and zinc and are calculated at a ratio of 70 silver ounces to 1 gold ounce.)  During the first quarter 2015 the mill continued to ramp up, averaging about 260 tonnes per day (“tpd”) in

 

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March, near its full capacity of 285 tpd. The Company is continuing to ramp up to the 285 tpd rate, which it expects to achieve during the second quarter 2015. In the first quarter 2015, the Company sold approximately 139,000 silver equivalent ounces, improving from approximately 15,000 ounces silver equivalent ounces sold in 2014. In the first quarter 2015, the engineering firm Tetra Tech updated the Company’s estimate of mineralized material at the Velardeña Properties, and finalized a Preliminary Economic Assessment and a technical report pursuant to Canadian National Instrument 43-101 in respect of the Velardeña Properties.

 

The financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the normal course of business.  However, the continuing operations of the Company are dependent upon its ability to secure sufficient funding and to generate future profitable operations.  The underlying value and recoverability of the amounts shown as mineral properties in Note 7 are dependent on the ability of the Company to generate positive cash flows from operations and to continue to fund exploration and development activities that would lead to profitable mining activities or to generate proceeds from the disposition of the mineral properties.  There can be no assurance that the Company will be successful in generating future profitable operations or securing additional funding in the future on terms acceptable to the Company or at all.

 

2.              New Accounting Pronouncements

 

On August 27, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU No. 2014-15”).  ASU No. 2014-15 will require management to evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued on both an interim and annual basis. Management will be required to provide certain footnote disclosures if it concludes that substantial doubt exists or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. ASU No. 2014-15 becomes effective for annual periods beginning in 2016 and for interim reporting periods starting in the first quarter of 2017. The Company does not expect the adoption of this amendment to have a material impact on its consolidated financial position or results of operations.

 

On May 28, 2014, FASB and the International Accounting Standards Board issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In addition, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing and uncertainty of revenue that is recognized and the related cash flows. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016; early application is not permitted. The Company is evaluating the financial statement implications of adopting ASU 2014-09 but does not believe adoption of ASU 2014-09 will have a material impact on its consolidated financial position or results of operations.

 

On April 10, 2014 FASB issued Accounting Standards Update No. 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08)”. ASU 2014-08 changes the criteria for reporting discontinued operations while enhancing disclosures in this area. Under ASU 2014-08, only disposals representing a strategic shift in operations will be presented as discontinued operations. Additionally, ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. ASU 2014-08 became effective for the Company January 1, 2015. The Company does not believe the adoption of ASU 2014-08 will have a material impact on the Company’s consolidated financial position or results of operations.

 

3.              Cash and Cash Equivalents and Short-term Investments

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Short-term investments include investments with maturities greater than three months, but not exceeding 12 months, or highly liquid investments with maturities greater than 12 months that the Company intends to liquidate during the next 12 months for working capital needs.

 

The Company determines the appropriate classification of its investments in equity securities at the time of acquisition and re-evaluates those classifications at each balance sheet date.  Available for sale investments are marked to market at

 

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each reporting period with changes in fair value recorded as a component of other comprehensive income (loss). If declines in fair value are deemed other than temporary, a charge is made to net income (loss) for the period.

 

The following tables summarize the Company’s short term investments at March 31, 2015:

 

March 31, 2015		Cost			Estimated  Fair Value			Carrying  Value
		(in thousands)
Investments:
Short-term:
Available for sale common stock		$	199		$	119		$	119
Total available for sale		199			119			119
Total short term		$	199		$	119		$	119

 

The available for sale common stock consists of 5,000,000 shares of a junior mining company received during the first quarter 2015 in a transaction involving the Company’s 50 percent interest in the San Diego exploration property in Mexico.  The Company received shares in the junior mining company that holds the other 50 percent interest in the property in exchange for extending by two years from March 24, 2015 the period of time in which the junior mining company can earn an additional 10 percent interest in the property by completing an additional $0.8 million of exploration work. The shares were issued with a restriction requiring the Company to hold the shares for a minimum of four months.  Following the receipt of the shares the Company owns approximately 9 percent of the outstanding shares of the junior mining company.   The extension agreement was executed on March 23, 2015 and the value of shares on that date was recorded by the Company as a short-term investment using quoted market prices.  See Note 11 for further discussion on the fair value measurement techniques used by the Company to value the above investments.

 

The Company had no short-term investments at December 31, 2014.

 

4.              Prepaid Expenses and Other Assets

 

Prepaid expenses and other current assets consist of the following:

 

		March 31,			December 31,
		2015			2014
		(in thousands)
Prepaid insurance		$	424		$	542
Prepaid contractor fees and vendor advances		102			100
Taxes recievable		117			90
Recoupable deposits and other		92			103
		$	735		$	835

 

March 31, 2015

 

The prepaid contractor fees and vendor advances consist of advance payments made to contractors and suppliers primarily at the Company’s Velardeña Properties in Mexico.

 

December 31, 2014

 

The prepaid contractor fees and vendor advances consist of advance payments made to contractors and suppliers primarily at the Company’s Velardeña Properties in Mexico.

 

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5.              Inventories

 

Inventories at the Velardeña Properties at March 31, 2015 and December 31, 2014 consist of the following:

 

		March 31,			December 31,
		2015			2014
		(in thousands)			(in thousands)
Metals inventory		$	212		$	477
In-process inventory		161			307
Material and supplies		$	793		$	713
		$	1,166		$	1,497

 

 

At March 31, 2015 the Company had written down its metals and in-process inventories to net realizable value including a charge to cost of metals sold of approximately $0.1 million.

 

At December 31, 2014 the Company had written down its metals and in-process inventories to net realizable value including a charge to cost of metals sold of $1.2 million and a charge to depreciation expense of approximately $0.7 million.

 

6.              Value Added Tax Receivable, Net

 

The Company has recorded value added tax (“VAT”) paid in Mexico and related to the Velardeña Properties as a recoverable asset. Mexico law allows for certain VAT payments to be recovered through ongoing applications for refunds. The Company expects that the current amounts will be recovered within a one year period.

 

The Company has also paid VAT in Mexico as well as other countries, primarily related to exploration projects, which has been charged to expense as incurred because of the uncertainty of recoverability.

 

7.   Property, Plant and Equipment, Net

 

The components of property, plant and equipment are as follows:

 

		March 31,			December 31,
		2015			2014
		(in thousands)
Mineral properties		$	22,198		$	22,397
Exploration properties		2,743			2,743
Royalty properties		200			200
Buildings		4,377			4,378
Mining equipment and machinery		17,460			17,694
Other furniture and equipment		841			841
Asset retirement cost		1,702			2,002
		49,521			50,255
Less: Accumulated depreciation and amortization		(22,199		)	(21,224		)
		27,322			29,031

 

The asset retirement cost (“ARC”) is all related to the Company’s Velardeña Properties. The decrease in the ARC during the period is related to an adjustment to the asset retirement obligation (“ARO”) (see Note 9).

 

8.              Accounts Payable and Other Accrued Liabilities

 

The Company’s accounts payable and other accrued liabilities consist of the following:

 

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		March 31,			December 31,
		2015			2014
		(in thousands)
Accounts payable and accruals		$	1,059		$	893
Accrued employee compensation and benefits		846			746
		$	1,905		$	1,639

 

March 31, 2015

 

Accounts payable and accruals at March 31, 2015 are primarily related to amounts due to contractors and suppliers in the amounts of $0.7 million and $0.4 million related to the Company’s Velardeña Properties and corporate administrative activities, respectively.  In the case of the Velardeña Properties, amounts due also include VAT payable that is not an offset to the VAT receivable.

 

Accrued employee compensation and benefits at March 31, 2015 consist of $0.2 million of accrued vacation payable and $0.6 million related to withholding taxes and benefits payable, of which $0.3million is related to activities at the Velardeña Properties.

 

December 31, 2014

 

Accounts payable and accruals at December 31, 2014 are primarily related to amounts due to contractors and  suppliers in the amounts of $0.7 million and $0.2 million related to the Company’s Velardeña Properties and corporate administrative activities, respectively.  In the case of the Velardeña Properties, amounts due also include VAT payable that is not an offset to the VAT receivable.

 

Accrued employee compensation and benefits at December 31, 2014 consist of $0.1 million of accrued vacation payable and $0.6 million related to withholding taxes and benefits payable, of which $0.3 million is related to activities at the Velardeña Properties.

 

Key Employee Long-Term Incentive Plan

 

In December  2013, the Board of Directors of the Company approved and the Company adopted the 2013 Key Employee Long-Term Incentive Plan (the “KELTIP”). The KELTIP provides for the grant of units (“KELTIP Units”) to certain officers and key employees of the Company, which units will, once vested, entitle such officers and employees to receive an amount, in cash or in Company common stock issued pursuant to the Company’s Amended and Restated 2009 Equity Incentive Plan, at the option of the board of directors, , measured generally by the price of the Company’s common stock on the settlement date. KELTIP Units are not an actual equity interest in the Company and are solely unfunded and unsecured obligations of the Company that are not transferable and do not provide the holder with any stockholder rights. Payment of the settlement amount of vested KELTIP Units is deferred generally until the earlier of a change of control of the Company or the date the grantee ceases to serve as an officer or employee of the Company.

 

The KELTIP Units are marked to market at each reporting period. At March 31, 2015 and December 31, 2014 the Company had recorded liabilities of approximately $71,000 and $93,000, respectively, related to KELTIP Unit grants which are included in accrued employee compensation and benefits in the table above.

 

9.              Asset Retirement Obligations

 

The Company retained the services of a mining engineering firm to prepare a detailed closure plan for the Velardeña Properties. The plan was completed during the second quarter 2012 and indicated that the Company had an ARO and offsetting ARC of approximately $1.9 million. The estimated $3.5 million ARO and ARC that was recorded at the time of the acquisition of the Velardeña Properties was adjusted accordingly.

 

The Company will continue to accrue additional estimated ARO amounts based on an asset retirement plan as activities requiring future reclamation and remediation occur.  During the first three months of 2015 the Company recognized approximately $0.1 million of accretion expense during the period and approximately $0.1 million of amortization expense related to the ARC.

 

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The following table summarizes activity in the Velardeña Properties ARO:

 

		Three Months Ended
		March 31,
		2015			2014
		(in thousands)
Beginning balance		$	2,582		$	2,467
Changes in estimates, and other		(300		)	(85		)
Accretion expense		52			49
Ending balance		$	2,334		$	2,431

 

The decrease in the ARO recorded during the quarter ended March 31, 2015 is the result of changes in assumptions related to inflation factors and the timing of future expenditures used in the determination of future cash flows.

 

The decrease in the ARO recorded during the quarter ended March 31, 2014 is the result of changes in assumptions related to the timing of expenditures and inflation factors used in the determination of future cash flows.

 

The Asset retirement obligation set forth on the accompanying Condensed Consolidated Balance Sheets at March 31, 2015 and December 31, 2014 includes approximately $0.1 million of reclamation liabilities related to activities at the El Quevar project in Argentina.

 

10.       Other Liabilities

 

The Company recorded other current liabilities of approximately $1.7 million and $2.6 million at March 31, 2015 and December 31, 2014, respectively.  The amounts include a loss contingency of $1.3 million and $2.2 million at March 31, 2015 and December 31, 2014, respectively for foreign withholding taxes that the government could assert are owed by the Company, acting as withholding agent, on certain interest payments made to a third party. The amounts include estimated interest, penalties and other adjustments.

 

The March 31, 2015 and December 31, 2014 amount also includes a net liability of approximately $0.3 million related to the Argentina tax on equity due for years 2009 through 2012 stemming from a tax audit of those years.  The amount includes interest and penalties and is net of certain VAT credits due the Company.  The tax authorities have agreed in principle to offset a portion of the $0.9 million in tax, interest and penalties with approximately $0.6 million of VAT credits due the Company.  Should the Argentina tax authorities ultimately not allow a portion or all of the VAT credits as an offset, the liability could increase by as much as $0.6 million (see Note 18).

 

11.       Fair Value Measurements

 

Financial assets and liabilities and nonfinancial assets and liabilities are measured at fair value  under a framework of a fair value hierarchy which prioritizes the inputs into valuation techniques used to measure fair value into three broad levels.  This hierarchy gives the highest priority to quoted prices (unadjusted) in active markets and the lowest priority to unobservable inputs.  Further, financial assets and liabilities should be classified by level in their entirety based upon the lowest level of input that was significant to the fair value measurement.  The three levels of the fair value hierarchy per ASC 820 are as follows:

 

Level 1:  Unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.

 

Level 2:  Quoted prices in inactive markets for identical assets or liabilities, quoted prices for similar assets or liabilities in active markets, or other observable inputs either directly related to the asset or liability or derived principally from corroborated observable market data.

 

Level 3:  Unobservable inputs due to the fact that there is little or no market activity. This entails using assumptions in models which estimate what market participants would use in pricing the asset or liability.

 

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The following table summarizes the Company’s financial assets and liabilities at fair value on a recurring basis at March 31, 2015 and December 31, 2014, by respective level of the fair value hierarchy:

 

		Level 1			Level 2			Level 3			Total
		(in thousands)
At March 31, 2015
Assets:
Cash and cash equivalents		$	6,052		$	—		$	—		$	6,052
Short-term investments		119			—			—			119
Trade accounts receivable		92			—			—			92
		$	6,263		$	—		$	—		$	6,263
Liabilities:
KELTIP liability		$	71		$	—		$	—		$	71
Warrant liability		—			—			904			904
		$	71		$	—		$	904		$	975
At December 31, 2014
Assets:
Cash and cash equivalents		$	8,579		$	—		$	—		$	8,579
Trade accounts receivable		—			—			—			—
		$	8,579		$	—		$	—		$	8,579
Liabilities:
KELTIP liability		$	93		$	—		$	—		$	93
Warrant liability		—			—			1,554			1,554
		$	93		$	—		$	1,554		$	1,647

 

The Company’s cash equivalents, comprised principally of U.S. treasury securities, are classified within Level 1 of the fair value hierarchy.  The Company’s short-term investments consist of available for sale common stock of a junior mining company for which quoted prices exist in an active market and are also classified within Level 1 (see Note 3).  The Company’s trade accounts receivable is classified within Level 1 of the fair value hierarchy and is related to the sale of metals at our Velardeña Properties and is valued at published metals prices per the terms of the refining and smelting agreements.

 

The KELTIP liabilities are related to employee and officer compensation as discussed in Note 8 and are marked to market at the end of each period based on the closing price of the Company’s common stock resulting in a classification of Level 1 within the fair value hierarchy.

 

At March 31, 2015 and December 31, 2014 the Company has recorded a liability for warrants to acquire the Company’s stock as a result of anti-dilution clauses in the warrant agreements that could result in a resetting of the warrant exercise price in the event the Company were to issue additional shares of its common stock in a future transaction at a an offering price lower than the current exercise price of the warrants (see Note 13). The Company assesses the fair value of its warrant liability at the end of each reporting period, with changes in the value recorded as a separate line item on the Company’s Consolidated Statements of Operations and Comprehensive Income.  The valuation policies are approved by the Chief Financial Officer who reviews and approves the inputs used in the fair value calculations and the changes in fair value measurements from period to period for reasonableness. Fair value measurements are discussed with the Company’s Chief Executive Officer, as deemed appropriate.  The warrant liability has been recorded at fair value as of March 31, 2015 and December 31, 2014 based primarily on a valuation performed by a third party expert using a Monte Carlo simulation, which falls within Level 3 of the fair value hierarchy.  The valuation model takes into account the probability that the Company could issue additional shares in a future transaction at a lower price than the current exercise price of the warrants.  In addition to the warrant exercise prices (see Note 13) other significant inputs to the valuation model included the following:

 

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		March 31,			December 31,
		2015			2014
Company’s ending stock price		$	0.41		$	0.54
Company’s stock volatility		85		%	90		%
Applicable risk free interest rate		1.3		%	1.6		%

 

An increase or decrease in the Company’s stock price, in isolation, would result in a relatively lower or higher fair value measurement respectively.  A decrease in the probability of the issuance of additional common stock at a lower price than the current warrant exercise price would result in a lower value for the warrants.  The table below highlights the change in fair value of the warrant liability.

 

		Fair Value Measurements
		Using Significant Unobservable
		Inputs (level 3)
		Warrant Liabilities
		(in thousands)
Beginning balance at January 1, 2015		$	1,554
Change in estimated fair value		(650		)
Ending balance at March 31, 2015		$	904

 

Non-recurring Fair Value Measurements

 

There were no non-recurring fair value measurements at March 31, 2015 and December 31, 2014.

 

12.   Income Taxes

 

The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), on a tax jurisdictional basis.  For the quarters ended March 31, 2015 and March 31, 2014 the Company had no income tax benefit or expense.  The Company operates in jurisdictions that have generated ordinary losses on a year-to-date basis and no benefit can be recognized on those losses, thus an estimated effective tax rate is not used to report the year-to-date results.

 

In accordance with ASC 740, the Company presents deferred tax assets net of its deferred tax liabilities on a tax jurisdictional basis on its Condensed Consolidated Balance Sheets.  As of March 31, 2015 and as of December 31, 2014, the Company had no net deferred tax assets or net deferred tax liabilities reported on its balance sheet.

 

The Company, a Delaware corporation, and its subsidiaries file tax returns in the United States and in various foreign jurisdictions.  The tax rules and regulations in these countries are highly complex and subject to interpretation. The Company’s income tax returns are subject to examination by the relevant taxing authorities and in connection with such examinations, disputes can arise with the taxing authorities over the interpretation or application of certain tax rules within the country involved.  In accordance with ASC 740, the Company identifies and evaluates uncertain tax positions, and recognizes the impact of uncertain tax positions for which there is less than a more-likely-than-not probability of the position being upheld upon review by the relevant taxing authority.  Such positions are deemed to be “unrecognized tax benefits” which require additional disclosure and recognition of a liability within the financial statements.  The Company had no unrecognized tax benefits at March 31, 2015 or December 31, 2014.

 

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13.   Equity

 

Registered offering

 

On September 10, 2014 the Company completed a registered public offering (the “Offering”) of 3,692,000 Units (the “Units”), with each Unit consisting of one share of the Company’s common stock (the “Shares”) and a warrant to purchase .50 of a share of the Company’s common stock (the “Warrants”). Each Unit was priced at $0.86 per Unit, before discount to the underwriters. The Warrants became exercisable on March 11, 2015 at an exercise price of $1.21 per share and will expire on September 10, 2019, five years from the date of issuance. The Shares and the Warrants were immediately separable and were issued separately. The Company received net proceeds from the Offering of approximately $2.7 million after the underwriter commissions and expenses of approximately $0.5 million.

 

In arriving at the value of the Shares and Warrants the Company first valued and recorded the Warrants as a liability on the balance sheet as a result of anti-dilution clauses in the warrant agreements that could result in a resetting of the warrant exercise price in the event the Company were to issue additional shares of its common stock in a future transaction at a an offering price lower than the current exercise price of the warrants. A third party expert determined a value for the Warrants at September 4, 2014, the date prior to the announcement of the Offering, using a Monte Carlo simulation, which falls within Level 3 of the fair value hierarchy (see Note 11). The valuation model takes into account the probability that the Company could issue additional shares in a future transaction at a lower price than the current exercise price of the Warrants. Significant inputs to the valuation model included the Company’s closing stock price at September 4, 2014 of $1.01, the exercise price for the Warrants disclosed above, the Company’s stock volatility measured as of September 4, 2014, the applicable risk free interest rate of 1.6%, and the probability of an additional issuance of the Company’s common stock at a lower price than the current warrant exercise price. The fair value of the Warrants on the date of issuance was determined to be $1.2 million, with the remaining $1.5 million of net proceeds from the Offering being allocated to additional paid in capital.  The warrants were revalued as at March 31, 2015 and December 31, 2014 (see Note 11).

 

Private placement

 

On September 10, 2014 the Company also completed a private placement (the “Private Placement”) with The Sentient Group (“Sentient”), the Company’s largest stockholder, pursuant to which Sentient purchased, pursuant to Regulation S under the U.S. Securities Act of 1933, a total of 5,800,000 Units (the “Private Placement Units”), with each Private Placement Unit consisting of one share of the Company’s common stock and a warrant to purchase 0.50 of a share of the Company’s common stock. The Warrants became exercisable on March 11, 2015 at an exercise price of $1.21 per share and will expire on September 10, 2019, five years from the date of issuance. Each Private Placement Unit was priced at $0.817 the same discounted price paid by the underwriters in the Offering. The Company received net proceeds from the Private Placement of approximately $4.7 million after the discount and expenses of approximately $0.3 million.

 

Following the completion of the Private Placement and the Offering, Sentient holds approximately 27.2% (on a non-diluted basis) of the Company’s outstanding common stock (excluding restricted common stock held by the Company’s employees and shares of common stock issuable upon exercise of outstanding warrants).

 

In arriving at the value of the Shares and Warrants the Company first valued and recorded the Warrants as a liability on the balance sheet as a result of anti-dilution clauses in the warrant agreements that could result in a resetting of the warrant exercise price in the event the Company were to issue additional shares of its common stock in a future transaction at a an offering price lower than the current exercise price of the warrants. A third party expert determined a value for the Warrants at September 4, 2014, the date prior to the announcement of the Offering, using a Monte Carlo simulation, which falls within Level 3 of the fair value hierarchy (see Note 11). The valuation model takes into account the probability that the Company could issue additional shares in a future transaction at a lower price than the current exercise price of the Warrants. Significant inputs to the valuation model included the Company’s closing stock price at September 4, 2014 of $1.01, the exercise price for the Warrants disclosed above, the Company’s stock volatility measured as of September 30, 2014, the applicable risk free interest rate of 1.6%, and the probability of an additional issuance of the Company’s common stock at a lower price than the current warrant exercise price. The fair value of the Warrants on the date of issuance was determined to be $1.9 million, with the remaining $2.7 million of net proceeds from the Offering being allocated to additional paid in capital.  The warrants were revalued as at March 31, 2015 and December 31, 2014 (see Note 11).

 

Equity Incentive Plans

 

In May 2014, the Company’s stockholders approved amendments to the Company’s 2009 Equity Incentive Plan, adopting the Amended and Restated 2009 Equity Incentive Plan (the “Equity Plan”) pursuant to which awards of the Company’s common stock may be made to officers, directors, employees, consultants and agents of the Company and its

 

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subsidiaries.  The Company recognizes stock-based compensation costs using a graded vesting attribution method whereby costs are recognized over the requisite service period for each separately vesting portion of the award.

 

The following table summarizes the status of the Company’s restricted stock grants issued under the Equity Plan at March 31, 2015 and the changes during the three months then ended:

 

Restricted Stock Grants		Number of Shares		Weighted Average Grant Date Fair Value Per Share
Outstanding at December 31, 2014		600,838		$	1.48
Granted during the period		—		—
Restrictions lifted during the period		(8,833	)	8.64
Forfeited during the period		—		—
Outstanding at March 31, 2015		592,005		$	1.37

 

Restrictions were lifted on 8,833 shares during the three months ended March 31, 2015 on the anniversaries of grants made to officers and employees in prior years.

 

For the three months ended March 31, 2015 the Company recognized approximately $0.1 million of compensation expense related to the restricted stock grants.  The Company expects to recognize additional compensation expense related to these awards of approximately $0.3 million over the next 34 months.

 

The following table summarizes the status of the Company’s stock option grants issued under the Equity Plan at March 31, 2015 and the changes during the three months then ended:

 

Equity Plan Options		Number of Shares		Weighted Average Exercise Price Per Share
Outstanding at December 31, 2014		245,810		$	3.47
Granted during period		—		—
Forfeited or expired during period		—		—
Exercised during period		—		—
Outstanding at March 31, 2015		245,810		3.47
Exercisable at end of period		245,810		3.47
Granted and vested		95,810		8.02

 

Also, pursuant to the Equity Plan, the Company’s Board of Directors adopted the Non-Employee Director’s Deferred Compensation and Equity Award Plan (the “Deferred Compensation Plan”).  Pursuant to the Deferred Compensation Plan the non-employee directors receive a portion of their compensation in the form of Restricted Stock Units (“RSUs”) issued under the Equity Plan. The RSUs vest on the first anniversary of the grant and each vested RSU entitles the director to receive one unrestricted share of common stock upon the termination of the director’s board service.

 

The following table summarizes the status of the RSU grants issued under the Deferred Compensation Plan at March 31, 2015 and the changes during the three months then ended:

 

Restricted Stock Units		Number of Shares		Weighted Average Grant Date Fair Value Per Share
Outstanding at December 31, 2014		935,285		$	2.08
Granted during the period		—		—
Restrictions lifted during the period		—		—
Forfeited during the period		—		—
Outstanding at March 31, 2015		935,285		$	2.08

 

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For the three months ended March 31, 2015 the Company recognized approximately $50,000 of compensation expense related to the RSU grants.  The Company expects to recognize additional compensation expense related to the RSU grants of approximately $34,000 over the next two months.

 

Pursuant to the KELTIP (see Note 8) KELTIP Units may be granted to certain officers and key employees of the Company, which units will, once vested, entitle such officers and employees to receive an amount in cash or in Company common stock measured generally by the price of the Company’s common stock on the settlement date. The KELTIP Units are recorded as a liability as discussed in detail in Note 8.

 

Common stock warrants

 

The following table summarizes the status of the Company’s common stock warrants at March 31, 2015 and the changes during the three months then ended:

 

Common Stock Warrants		Number of Underlying Shares		Weighted Average Exercise Price Per Share
Outstanding at December 31, 2014		8,777,409		$	3.95
Granted during period		—		—
Dilution adjustment		—		—
Expired during period		—		—
Exercised during period		—		—
Outstanding at March 31, 2015		8,777,409		$	3.95

 

The warrants relate to prior registered offerings and private placements of the Company’s stock.  In September 2012,  the Company closed on a registered offering and concurrent private placement with Sentient in which it sold units, consisting of one share of common stock and a five-year warrant to acquire one half of a share of common stock at an exercise price of $8.42 per share. Pursuant to certain dilution adjustment provisions in the warrant agreement governing the September 2012 warrants, the number of shares of common stock issuable upon exercise of the September 2012 warrants was increased from 3,431,649 shares to 4,031,409 shares (599,760 share increase) and the exercise price was reduced from $8.42 per share to $7.17 per share pursuant to a weighted average dilution calculation based on the pricing of the September 2014 Offering and the Private Placement.

 

As described in more detail above, on September 10, 2014 the Company closed on a registered public offering and concurrent private placement with Sentient in which it sold units, consisting of one share of common stock and a five-year warrant to acquire one half of a share of common stock at an exercise price of $1.21 per share.  A total of 4,746,000 warrants were issued that became exercisable on March 11, 2015 and will expire on September 10, 2019, five years from the date of issuance.

 

The warrants issued in September 2012 and September 2014 are being recorded as a liability on the balance sheet as a result of anti-dilution clauses in the warrant agreements that could result in a resetting of the warrant exercise price in the event the Company were to issue additional shares of its common stock in a future transaction at a an offering price lower than the current exercise price of the warrants.  At March 31, 2015 the total liability for the warrants was $0.9 million, consisting of $0.8 million for 2014 warrants and $0.1 million for the 2012 warrants.   The warrant liability has been recorded at fair value as of March 31, 2015 based primarily on a valuation performed by a third party expert using a Monte Carlo simulation, which falls within Level 3 of the fair value hierarchy (see Note 11).

 

14.   Sale of Metals and Related Costs

 

During the three months ended March 31, 2015 the Company sold marketable lead and zinc concentrates from its Velardeña Properties to a single customer.  Under the terms of the Company’s agreement with its concentrates customer, title passes when a provisional payment is made, which occurs generally after the product is shipped and customary sales documents are completed.  Costs related to the sale of metals products include direct and indirect costs incurred to mine, process and market the products.  At March 31, 2015 the Company had written down its metals and in-process inventories to net realizable value including a charge to the cost of metals sold of approximately $0.1 million.  At December 31, 2014 the Company had written down its metals and in-process inventories to net realizable value including a charge to the cost of metals sold of approximately $1.2 million and a charge to depreciation expense of approximately $0.7 million.

 

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During the quarter ended March 31, 2014 the Company did not sell any products or incur any related costs as the result of a suspension of mining and processing effective June 19, 2013 (see Note 1).

 

15.   Interest and Other Income

 

For the three months ended March 31, 2015 and 2014 the Company reported other income of $0.9 million and $0.4 million respectively related primarily to the reduction of a loss contingency liability related to foreign withholding taxes that the government could assert are owed by the Company, acting as withholding agent, on certain interest payments made to a third party (see Note 10).

 

16.                               Warrant Income

 

During the three months ended March 31, 2015 the Company recorded approximately $0.7 million of other income related to an increase in the fair value of the liability recorded for warrants to acquire the Company’s stock (see Note 13).  The warrant liability has been recorded at fair value as of March 31, 2015 based primarily on a valuation performed by a third party expert using a Monte Carlo simulation, which falls within Level 3 of the fair value hierarchy (see Note 11).  The valuation model takes into account the probability that the Company could issue additional shares in a future transaction at a lower price than the current exercise price of the warrants.

 

17.   Supplemental Cash Flow Information

 

The following table reconciles net loss for the period to cash used in operations:

 

		Three Months Ended
		March 31,
		2015			2014
		(in thousands)
Cash flows from operating activities:
Net loss		$	(3,431	)	$	(5,658	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization and depreciation		1,359			846
Accretion of asset retirement obligation		52			49
Decrease in warrant liability		(650		)	—
Foreign currency gain on loss contingency		(45		)	(5		)
Asset write off		2			92
Write off of loss contingencies		(880		)	(387		)
Gain on sale of assets, net		(89		)	(1		)
Stock compensation		179			330
Changes in operating assets and liabilities:
(Increase) decrease in trade accounts receivable		(92		)	25
Decrease in prepaid expenses and other assets		100			164
Decrease in inventories		154			63
Decrease (Increase) in value added tax recoverable, net		367			(78		)
Decrease in reclamation liability		(3		)	(110		)
Increase (decrease) in accounts payable and accrued liabilities		335			529
Increase (decrease) in deferred leasehold payments		(2		)	21
Net cash used in operating activities		$	(2,644	)	$	(4,120	)

 

18.   Commitments and Contingencies

 

The Company has recorded loss contingencies of approximately $1.7 million and $2.6 million at March 31, 2015 and December 31, 2014, respectively as discussed in Note 10. In addition to the amounts recorded, the Company could be liable for up to an additional $0.6 million stemming from a tax audit of the Argentina equity tax for years 2009 through 2012 subject to the Argentina tax authorities’ acceptance of VAT credits to partially offset the tax liability (see Note 10).

 

19.   Segment Information

 

The Company’s sole activity is the mining, construction and exploration of mineral properties containing precious metals.  The Company’s reportable segments are based upon the Company’s revenue producing activities and cash

 

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consuming activities. The Company reports two segments, one for its Velardeña Properties in Mexico and the other comprised of non-revenue producing activities including exploration, construction and general and administrative activities.   Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance.

 

The financial information relating to the Company’s segments is as follows:

 

Three Months Ended March 31, 2015		Revenue			Costs Applicable to Sales			Depreciation, Depletion and Amortization			Exploration, El Quevar, Velardeña and Administrative Expense			Pre-Tax loss			Total Assets			Capital Expenditures
Velardeña Mine		$	2,337		$	3,012		$	1,183		$	119		$	(872	)	$	25,958		$	—
Corporate, Exploration & Other		—			—			176			2,703			(2,559		)	10,477			—
		$	2,337		$	3,012		$	1,359		$	2,822		$	(3,431	)	$	36,435		$	—

 

Three Months Ended March 31, 2014
Velardeña Mine		$	—		$	—		$	625		$	1,260		$	1,996		$	28,468		$	—
Corporate, Exploration & Other		—			—			221			3,578			3,662			21,182			7
		$	—		$	—		$	846		$	4,838		$	5,658		$	49,650		$	7

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Our Company

 

We were incorporated in Delaware under the Delaware General Corporation Law in March 2009, and are the successor to Apex Silver for purposes of reporting under the Exchange Act. During the three months ended March 31, 2015, our only principal sources of income were revenues from the sale of lead and zinc concentrates from our Velardeña Properties. We incurred net operating losses for the three months ended March 31, 2015 and 2014.

 

The Company is considered an exploration stage company under the criteria set forth by the Securities and Exchange Commission (“SEC”) as the Company has not yet demonstrated the existence of proven or probable mineral reserves, as defined by the SEC Industry Guide 7, at the Velardeña Properties, or any of the Company’s other properties.  As a result, and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for exploration stage companies, all expenditures for exploration and evaluation of the Company’s properties are expensed as incurred. As such the Company’s financial statements may not be comparable to the financial statements of mining companies that do have proven and probable mineral reserves.  Such companies would typically capitalize certain development costs including infrastructure development and mining activities to access the ore. The capitalized costs would be amortized on a units-of-production basis as reserves are mined.  The amortized costs are typically allocated to inventory and eventually to cost of sales as the inventories are sold.  As the Company does not have proven and probable reserves, substantially all expenditures at the Company’s Velardeña Properties for mine construction activity, as well as costs associated with the mill facilities, and for items that do not have a readily identifiable market value apart from the mineralized material, have been expensed as incurred. Such costs are charged to cost of metals sold or project expense during the period depending on the nature of the costs. Certain of the costs may be reflected in inventories prior to the sale of the product. The term “mineralized material” as used herein, although permissible under SEC Industry Guide 7, does not indicate “reserves” by SEC standards. The Company cannot be certain that any deposits at the Velardeña Properties or any other exploration property will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves”.

 

This discussion should be read in conjunction with Management’s Discussion and Analysis included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on February 27, 2015.

 

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