NOVAGOLD RESOURCES INC - Quarter Report: 2019 May (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended May 31, 2019
OR
☐ 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: 001-31913
NOVAGOLD RESOURCES INC.
(Exact Name of Registrant as Specified in Its Charter)
| British Columbia | N/A |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|
201 South Main Street, Suite 400 Salt Lake City, Utah, USA |
84111 |
| (Address of Principal Executive Offices) | (Zip Code) |
|
(801) 639-0511 (Registrant’s Telephone Number, Including Area Code) | |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered |
| Common Shares, no par value | NG | NYSE American |
| Toronto Stock Exchange |
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 (§ 232.405 of this chapter) 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☒ | Non-accelerated filer ☐ | Smaller reporting company ☐ |
| Accelerated filer ☐ | 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 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 19, 2019, the Company had 325,559,330 Common Shares, no par value, outstanding.
NOVAGOLD RESOURCES INC.
TABLE OF CONTENTS
This Quarterly Report on Form 10-Q contains forward-looking statements or information within the meaning of Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995 concerning anticipated results and developments in our operations in future periods, planned exploration activities, the adequacy of our financial resources and other events or conditions that may occur in the future. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and budgets, mineral reserves and resource estimates, work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, including our plans and expectations relating to the Donlin Gold project, market prices for precious metals, or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute “forward-looking statements” to the extent that they involve estimates of the mineralization that will be encountered if the property is developed.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect:
| · | our ability to achieve production at any of our mineral exploration and development properties; |
| · | estimated capital costs, operating costs, production and economic returns; |
| · | estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying our resource and reserve estimates; |
| · | our expected ability to develop adequate infrastructure and that the cost of doing so will be reasonable; |
| · | assumptions that all necessary permits and governmental approvals will be obtained and the timing of such approvals; |
| · | assumptions made in the interpretation of drill results, the geology, grade and continuity of our mineral deposits; |
| · | our expectations regarding demand for equipment, skilled labor and services needed for exploration and development of mineral properties; and |
| · | our activities will not be adversely disrupted or impeded by development, operating or regulatory risks. |
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation:
| · | uncertainty of whether there will ever be production at our mineral exploration and development properties; |
| · | our history of losses and expectation of future losses; |
| · | risks related to our ability to finance the development of our mineral properties through external financing, strategic alliances, the sale of property interests or otherwise; |
| · | uncertainty of estimates of capital costs, operating costs, production and economic returns; |
| · | commodity price fluctuations; |
| · | risks related to market events and general economic conditions; |
| · | risks related to the third parties on which we depend for our exploration and development activities; |
| · | dependence on cooperation of joint venture partners in exploration and development of properties; |
| · | the risk that permits and governmental approvals necessary to develop and operate mines on our properties will not be available on a timely basis, subject to reasonable conditions, or at all; |
| · | risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of our mineral deposits; |
| · | uncertainties relating to the assumptions underlying our resource and reserve estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capital costs; |
| · | risks related to lack of infrastructure required to develop, construct, and operate our mineral properties; |
| · | uncertainty related to title to our mineral properties; |
| · | mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with, or interruptions in, development, construction or production; |
| · | competition in the mining industry; |
| · | risks related to governmental regulation and permits, including environmental regulation; |
| · | risks related to our largest shareholder; |
| · | risks related to conflicts of interests of some of the directors and officers of the Company; |
| · | risks related to opposition to our operations at our mineral exploration and development properties from non-governmental organizations or civil society; |
| · | risks related to the need for reclamation activities on our properties and uncertainty of cost estimates related thereto; |
| · | credit, liquidity, interest rate and currency risks; |
| · | risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of mineral properties, and related cost increases; |
| · | our need to attract and retain qualified management and technical personnel; |
| · | uncertainty as to the outcome of potential litigation; and |
| · | risks related to global climate change. |
This list is not exhaustive of the factors that may affect any of our forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and our actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q under the heading “Risk Factors” and elsewhere.
Our forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations and opinions of management as of the date of this report. We do not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements |
NOVAGOLD RESOURCES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, US dollars in thousands)
| At May 31, 2019 | At November 30, 2018 | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 17,986 | $ | 21,004 | ||||
| Term deposits | 139,000 | 146,000 | ||||||
| Other assets | 2,054 | 2,379 | ||||||
| Current assets | 159,040 | 169,383 | ||||||
| Notes receivable (Note 5) | 91,050 | 89,459 | ||||||
| Investment in Donlin Gold (Note 6) | 1,494 | 1,209 | ||||||
| Other assets | 913 | 878 | ||||||
| Total assets | $ | 252,497 | $ | 260,929 | ||||
| LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | $ | 489 | $ | 710 | ||||
| Accrued payroll and related benefits | 1,214 | 2,545 | ||||||
| Income taxes payable | 190 | 223 | ||||||
| Other liabilities | 182 | 182 | ||||||
| Current liabilities | 2,075 | 3,660 | ||||||
| Promissory note (Note 7) | 100,160 | 96,501 | ||||||
| Deferred income taxes | 414 | 80 | ||||||
| Total liabilities | 102,649 | 100,241 | ||||||
| Commitments and contingencies (Note 13) | ||||||||
| EQUITY | ||||||||
| Common shares | 1,960,933 | 1,954,861 | ||||||
| Contributed surplus | 83,791 | 87,987 | ||||||
| Accumulated deficit | (1,869,142 | ) | (1,857,682 | ) | ||||
| Accumulated other comprehensive loss | (25,734 | ) | (24,478 | ) | ||||
| Total equity | 149,848 | 160,688 | ||||||
| Total liabilities and equity | $ | 252,497 | $ | 260,929 | ||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
These condensed consolidated interim financial statements are authorized for issue by the Board of Directors on June 26, 2019. They are signed on the Company’s behalf by:
| /s/ Gregory A. Lang, Director | /s/ Anthony P. Walsh, Director |
1
NOVAGOLD RESOURCES INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS
AND COMPREHENSIVE LOSS
(Unaudited, US dollars in thousands except per share amounts)
| Three months ended May 31, | Six months ended May 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Revised1 | Revised1 | |||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative (Note 9) | $ | 4,215 | $ | 4,896 | $ | 8,555 | $ | 9,581 | ||||||||
| Equity loss – Donlin Gold (Note 6) | 2,198 | 2,905 | 3,521 | 4,746 | ||||||||||||
| 6,413 | 7,801 | 12,076 | 14,327 | |||||||||||||
| Loss from operations | (6,413 | ) | (7,801 | ) | (12,076 | ) | (14,327 | ) | ||||||||
| Other income (expense) (Note 11) | 1,254 | (1,357 | ) | 951 | (2,727 | ) | ||||||||||
| Loss before income taxes and other items | (5,159 | ) | (9,158 | ) | (11,125 | ) | (17,054 | ) | ||||||||
| Income tax expense | (356 | ) | (79 | ) | (713 | ) | (145 | ) | ||||||||
| Net loss from continuing operations | (5,515 | ) | (9,237 | ) | (11,838 | ) | (17,199 | ) | ||||||||
| Net loss from discontinued operations, net of tax (Note 4) | — | (394 | ) | — | (647 | ) | ||||||||||
| Net loss | $ | (5,515 | ) | $ | (9,631 | ) | $ | (11,838 | ) | $ | (17,846 | ) | ||||
| Other comprehensive loss: | ||||||||||||||||
| Unrealized loss on marketable securities, net of $nil, $24, $nil, and $35 tax recovery, respectively | — | (165 | ) | — | (259 | ) | ||||||||||
| Foreign currency translation adjustments | (1,397 | ) | (3,205 | ) | (878 | ) | (1,337 | ) | ||||||||
| (1,397 | ) | (3,370 | ) | (878 | ) | (1,596 | ) | |||||||||
| Comprehensive loss | $ | (6,912 | ) | $ | (13,001 | ) | $ | (12,716 | ) | $ | (19,442 | ) | ||||
| Net loss per common share – basic and diluted | ||||||||||||||||
| Continuing operations | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.04 | ) | $ | (0.06 | ) | ||||
| Discontinued operations | — | — | — | — | ||||||||||||
| $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.04 | ) | $ | (0.06 | ) | |||||
| Weighted average shares outstanding | ||||||||||||||||
| Basic and diluted (thousands) | 325,245 | 322,305 | 325,000 | 322,298 | ||||||||||||
1 See Note 4 – Discontinued operations
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
2
NOVAGOLD RESOURCES INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Unaudited, US dollars in thousands)
| Three months ended May 31, | Six months ended May 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Revised1 | Revised1 | |||||||||||||||
| Operating activities: | ||||||||||||||||
| Net loss | $ | (5,515 | ) | $ | (9,631 | ) | $ | (11,838 | ) | $ | (17,846 | ) | ||||
| Adjustments: | ||||||||||||||||
| Equity loss – Donlin Gold | 2,198 | 2,905 | 3,521 | 4,746 | ||||||||||||
| Share-based compensation | 1,542 | 1,942 | 3,073 | 3,891 | ||||||||||||
| Interest expense on promissory note | 1,861 | 1,593 | 3,659 | 3,087 | ||||||||||||
| Foreign exchange (gain) loss | (1,209 | ) | 2 | (823 | ) | 118 | ||||||||||
| Deferred income tax expense | 167 | 24 | 334 | 35 | ||||||||||||
| Accretion of notes receivable | (796 | ) | — | (1,591 | ) | — | ||||||||||
| Loss from discontinued operations, net of tax | — | 394 | — | 647 | ||||||||||||
| Other | (11 | ) | (21 | ) | (51 | ) | (53 | ) | ||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||
| Other assets | (396 | ) | 73 | 378 | 62 | |||||||||||
| Accounts payable and accrued liabilities | (203 | ) | 222 | (244 | ) | 28 | ||||||||||
| Accrued payroll and related benefits | 601 | 647 | (1,329 | ) | (1,207 | ) | ||||||||||
| Net cash used in operating activities of continuing operations | (1,761 | ) | (1,850 | ) | (4,911 | ) | (6,492 | ) | ||||||||
| Investing activities: | ||||||||||||||||
| Proceeds from term deposits | 11,000 | 21,000 | 126,000 | 36,000 | ||||||||||||
| Purchases of term deposits | (11,000 | ) | (17,000 | ) | (119,000 | ) | (32,000 | ) | ||||||||
| Funding of Donlin Gold | (2,909 | ) | (3,736 | ) | (3,806 | ) | (5,470 | ) | ||||||||
| Other | — | — | — | (13 | ) | |||||||||||
| Net cash provided from (used in) investing activities of continuing operations | (2,909 | ) | 264 | 3,194 | (1,483 | ) | ||||||||||
| Net cash used in investing activities of discontinued operations (note 4) | — | (832 | ) | — | (1,475 | ) | ||||||||||
| Net cash provided from (used in) investing activities | (2,909 | ) | (568 | ) | 3,194 | (2,958 | ) | |||||||||
| Financing activities: | ||||||||||||||||
| Withholding tax on share-based compensation | — | — | (1,197 | ) | — | |||||||||||
| Net cash used in investing activities of continuing operations | — | — | (1,197 | ) | — | |||||||||||
| Effect of exchange rate changes on cash | (121 | ) | (36 | ) | (104 | ) | (27 | ) | ||||||||
| Decrease in cash and cash equivalents | (4,791 | ) | (2,454 | ) | (3,018 | ) | (9,477 | ) | ||||||||
| Cash and cash equivalents at beginning of period | 22,777 | 20,931 | 21,004 | 27,954 | ||||||||||||
| Cash and cash equivalents at end of period | $ | 17,986 | $ | 18,477 | $ | 17,986 | $ | 18,477 | ||||||||
1 See Note 4 – Discontinued operations
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
3
NOVAGOLD RESOURCES INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF EQUITY
(Unaudited, US dollars and shares in thousands)
| Six months ended May 31, 2019 | ||||||||||||||||||||||||
| Common shares | Contributed | Accumulated | Total | |||||||||||||||||||||
| Shares | Amount | surplus | deficit | AOCL* | equity | |||||||||||||||||||
| November 30, 2018 | 323,223 | $ | 1,954,861 | $ | 87,987 | $ | (1,857,682 | ) | $ | (24,478 | ) | $ | 160,688 | |||||||||||
| Cumulative-effect adjustment of adopting ASU No. 2016-01 | — | — | — | 378 | (378 | ) | — | |||||||||||||||||
| Share-based compensation | — | — | 1,531 | — | — | 1,531 | ||||||||||||||||||
| PSUs settled in shares | 438 | 2,737 | (2,737 | ) | — | — | — | |||||||||||||||||
| Stock options exercised | 1,443 | 2,867 | (2,867 | ) | — | — | — | |||||||||||||||||
| Withholding tax on PSUs | — | — | (1,197 | ) | — | — | (1,197 | ) | ||||||||||||||||
| Net loss | — | — | — | (6,323 | ) | — | (6,323 | ) | ||||||||||||||||
| Other comprehensive income | — | — | — | — | 519 | 519 | ||||||||||||||||||
| February 28, 2019 | 325,104 | $ | 1,960,465 | $ | 82,717 | $ | (1,863,627 | ) | $ | (24,337 | ) | $ | 155,218 | |||||||||||
| Share-based compensation | — | — | 1,542 | — | — | 1,542 | ||||||||||||||||||
| Stock options exercised | 205 | 468 | (468 | ) | — | — | — | |||||||||||||||||
| Net loss | — | — | — | (5,515 | ) | — | (5,515 | ) | ||||||||||||||||
| Other comprehensive loss | — | — | — | — | (1,397 | ) | (1,397 | ) | ||||||||||||||||
| May 31, 2019 | 325,309 | $ | 1,960,933 | $ | 83,791 | $ | (1,869,142 | ) | $ | (25,734 | ) | $ | 149,848 | |||||||||||
| Six months ended May 31, 2018 | ||||||||||||||||||||||||
| Common shares | Contributed | Accumulated | Total | |||||||||||||||||||||
| Shares | Amount | surplus | deficit | AOCL* | equity | |||||||||||||||||||
| November 30, 2017 | 322,219 | $ | 1,951,587 | $ | 83,534 | $ | (1,744,917 | ) | $ | (6,175 | ) | $ | 284,029 | |||||||||||
| Share-based compensation | — | — | 1,949 | — | — | 1,949 | ||||||||||||||||||
| Stock options exercised | 83 | 977 | (977 | ) | — | — | — | |||||||||||||||||
| Net loss | — | — | — | (8,215 | ) | — | (8,215 | ) | ||||||||||||||||
| Other comprehensive income | — | — | — | — | 1,774 | 1,774 | ||||||||||||||||||
| February 28, 2018 | 322,302 | $ | 1,952,564 | $ | 84,506 | $ | (1,753,132 | ) | $ | (4,401 | ) | $ | 279,537 | |||||||||||
| Share-based compensation | — | — | 1,942 | — | — | 1,942 | ||||||||||||||||||
| Stock options exercised | 24 | 59 | (59 | ) | — | — | — | |||||||||||||||||
| Net loss | — | — | — | (9,631 | ) | — | (9,631 | ) | ||||||||||||||||
| Other comprehensive loss | — | — | — | — | (3,370 | ) | (3,370 | ) | ||||||||||||||||
| May 31, 2018 | 322,326 | $ | 1,952,623 | $ | 86,389 | $ | (1,762,763 | ) | $ | (7,771 | ) | $ | 268,478 | |||||||||||
* Accumulated other comprehensive loss
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
| NOVAGOLD RESOURCES INC. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| (Unaudited, US dollars in thousands except per share amounts) |
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
NOVAGOLD RESOURCES INC. and its affiliates and subsidiaries (collectively, “NOVAGOLD” or the “Company”) operate in the mining industry, focused on the exploration for and development of gold mineral properties. The Company has no realized revenues from its planned principal business purpose. The Company’s principal asset is a 50% interest in the Donlin Gold project in Alaska, U.S.A. The Donlin Gold project is owned and operated by Donlin Gold LLC, a limited liability company that is owned equally by wholly-owned subsidiaries of NOVAGOLD and Barrick Gold Corporation (“Barrick”).
On July 27, 2018, the Company completed the sale of its 50% interest in the Galore Creek Partnership (GCP) and its 40% interest in the Copper Canyon mineral property in British Columbia, Canada collectively referred to herein as “Galore Creek”). As a result, the Company presents Galore Creek as a discontinued operation for all periods presented. Accordingly, the Consolidated Statements of Loss and Comprehensive Loss and Cash Flows have been reclassified to present Galore Creek as a discontinued operation for all periods presented, and the amounts presented in these notes relate only to continuing operations unless otherwise noted. For additional information regarding discontinued operations, see Note 4.
The Condensed Consolidated Interim Financial Statements of NOVAGOLD are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with NOVAGOLD’s Consolidated Financial Statements for the year ended November 30, 2018. The year-end balance sheet data was derived from the audited financial statements and certain information and footnote disclosures required by United States generally accepted accounting principles (US GAAP) have been condensed or omitted.
The functional currency for the Company’s Canadian operations is the Canadian dollar and the functional currency for the Company’s U.S. operations is the U.S. dollar. References in these Condensed Consolidated Financial Statements and Notes to $ refer to United States dollars and C$ to Canadian dollars. Dollar amounts are in thousands, except for per share amounts.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently adopted accounting pronouncements
Restricted Cash
In November 2016, ASU No. 2016-18 was issued related to the inclusion of restricted cash in the statement of cash flows. The new guidance requires that a statement of cash flows present the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. This update is effective in fiscal years, including interim periods, beginning after December 15, 2017 and early adoption is permitted. The Company retrospectively adopted this guidance as of December 1, 2018. The Company did not have restricted cash or restricted cash equivalents for the periods presented and adoption of this standard did not have any impact on the Consolidated Financial Statements or disclosures.
Statement of Cash Flows
In August 2016, ASU No. 2016-15 was issued related to the statement of cash flows. The Company adopted this new guidance effective December 1, 2018 and made an accounting policy election to classify distributions received from its equity method investee, Donlin Gold LLC, using a cumulative earnings approach. Distributions received will be considered returns on investment and classified as cash inflows from operating activities, unless the cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed cumulative equity in earnings recognized. When such an excess occurs, the current-period distribution up to this excess will be considered a return of investment and classified as cash inflows from investing activities. Adoption of this standard did not have any impact on the Consolidated Financial Statements or disclosures.
5
| NOVAGOLD RESOURCES INC. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| (Unaudited, US dollars in thousands except per share amounts) |
Classification and Measurement of Financial Instruments
In January 2016, ASU No. 2016-01 was issued to amend the guidance on the classification and measurement of financial instruments, which was further amended in February 2018 by ASU No. 2018-03. The new guidance requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. The new guidance also amends certain disclosure requirements for these investments. The Company adopted this standard as of December 1, 2018 and reclassified $378 of unrealized holding gains and deferred income taxes related to investments in marketable equity securities from Accumulated other comprehensive loss to Accumulated deficit in the Consolidated Balance Sheets.
Recently issued accounting pronouncements
Leases
In February 2016, ASU No. 2016-02 was issued related to leases, which was further amended in September 2017 by ASU No. 2017-13, in January 2018 by ASU No. 2018-01, in July 2018 by ASU No. 2018-11, in December 2018 by ASU No. 2018-20 and in March 2019 by ASU No. 2019-01. The new guidance modifies the classification criteria and requires lessees to recognize the assets and liabilities arising from most leases on the balance sheet. The new guidance is effective for the Company’s fiscal year beginning December 1, 2019 and early adoption is permitted. The Company will adopt the new guidance effective December 1, 2019. Adoption of this guidance is not expected to materially increase the Company’s assets and liabilities.
Fair Value Disclosure Requirements
In August 2018, ASU No. 2018-13 was issued to modify and enhance the disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 1, 2020, and early adoption is permitted. The Company is currently evaluating this guidance and the impact on its Consolidated Financial Statements and disclosures.
NOTE 3 – SEGMENTED INFORMATION
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Chief Executive Officer considers the business from a geographic perspective considering the performance of our investments in the Donlin Gold project in Alaska, USA (Note 6) and, prior to its disposal on July 27, 2018, the Galore Creek project in British Columbia, Canada (Note 4).
NOTE 4 – DISCONTINUED OPERATIONS
Galore Creek Transaction
On July 27, 2018, the Company completed the sale of its 50% interest in Galore Creek to Newmont Goldcorp Corporation (“Newmont”). The Company received $100,000 on closing; a note for $75,000 receivable upon the earlier of the completion of a new Galore Creek project pre-feasibility study or July 27, 2021; a note for $25,000 receivable upon the earlier of the completion of a Galore Creek project feasibility study or July 27, 2023; and an additional note for $75,000 receivable upon the approval of a Galore Creek project construction plan by the owner(s). The Company has no remaining interest in Galore Creek.
The Company’s share of its investment in GCP included the following:
| Six months ended May 31, | ||||||||
| 2019 | 2018 | |||||||
| Net loss from discontinued operations, net of tax: | ||||||||
| Equity loss – GCP | $ | — | $ | 647 | ||||
| Net cash used in investing activities of discontinued operations: | ||||||||
| Funding of GCP | $ | — | $ | 1,475 | ||||
6
| NOVAGOLD RESOURCES INC. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| (Unaudited, US dollars in thousands except per share amounts) |
NOTE 5 – NOTES RECEIVABLE
The Company has notes receivable from Newmont including a $75,000 note receivable upon the earlier of the completion of a new Galore Creek project pre-feasibility study or July 27, 2021, and a $25,000 note receivable upon the earlier of the completion of a Galore Creek project feasibility study or July 27, 2023. On closing of the Galore Creek sale, the Company estimated the fair value of the $75,000 and $25,000 notes receivable at $88,398, assuming payments in three and five years, respectively, at a discount rate of 3.6% based on quoted market values for Newmont debt with a similar term. The carrying value of the notes receivable are being accreted to $75,000 and $25,000 over three and five years, respectively. At May 31, 2019, the carrying value of the notes receivable was $91,050 including $2,652 of accumulated accretion. A contingent note for $75,000 is receivable upon approval of a Galore Creek project construction plan by the owner(s). No value was assigned to the final $75,000 contingent note receivable. The Company determined that Galore Creek project construction approval was not probable as of the closing of the Galore Creek sale. The Company’s assessment did not change as of May 31, 2019.
NOTE 6 – INVESTMENT IN DONLIN GOLD
The Donlin Gold project is owned and operated by Donlin Gold LLC, a limited liability company in which wholly-owned subsidiaries of Barrick and NOVAGOLD each own a 50% interest. Donlin Gold LLC has a board of four directors, with two directors selected by Barrick and two directors selected by the Company. All significant decisions related to Donlin Gold LLC require the approval of at least a majority of the Donlin Gold LLC board members.
Changes in the Company’s investment in Donlin Gold LLC are summarized as follows:
| Three months ended May 31, | Six months ended May 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Balance – beginning of period | $ | 783 | $ | 993 | $ | 1,209 | $ | 1,100 | ||||||||
| Share of losses: | ||||||||||||||||
| Mineral property expenditures | (2,194 | ) | (2,901 | ) | (3,504 | ) | (4,736 | ) | ||||||||
| Depreciation | (4 | ) | (4 | ) | (17 | ) | (10 | ) | ||||||||
| (2,198 | ) | (2,905 | ) | (3,521 | ) | (4,746 | ) | |||||||||
| Funding | 2,909 | 3,736 | 3,806 | 5,470 | ||||||||||||
| Balance – end of period | $ | 1,494 | $ | 1,824 | $ | 1,494 | $ | 1,824 | ||||||||
The following amounts represent the Company’s 50% share of the assets and liabilities of Donlin Gold LLC. Donlin Gold LLC capitalized the initial contribution of the Donlin Gold property as Non-current assets: Mineral property with a carrying value of $64,000, resulting in a higher carrying value of the mineral property for Donlin Gold LLC than that of the Company.
| At May 31, 2019 | At November 30, 2018 | |||||||
| Current assets: Cash, prepaid expenses and other receivables | $ | 1,955 | $ | 1,872 | ||||
| Non-current assets: Property and equipment | 198 | 10 | ||||||
| Non-current assets: Mineral property | 32,692 | 32,692 | ||||||
| Current liabilities: Accounts payable and accrued liabilities | (659 | ) | (673 | ) | ||||
| Non-current liabilities: Reclamation obligation | (692 | ) | (692 | ) | ||||
| Net assets | $ | 33,494 | $ | 33,209 | ||||
NOTE 7 – PROMISSORY NOTE
The Company has a promissory note payable to Barrick of $100,160, comprised of $51,576 in principal, and $48,584 in accrued interest at U.S. prime plus 2%. The promissory note resulted from the agreement that led to the formation of Donlin Gold LLC, where the Company agreed to reimburse Barrick for a portion of their expenditures incurred from April 1, 2006 to November 30, 2007. The promissory note and accrued interest are payable from 85% of the Company’s share of revenue from future mine production or from any net proceeds resulting from a reduction of the Company’s interest in Donlin Gold LLC. The carrying value of the promissory note approximates fair value.
7
| NOVAGOLD RESOURCES INC. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| (Unaudited, US dollars in thousands except per share amounts) |
NOTE 8 – FAIR VALUE ACCOUNTING
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the significance of the inputs used in making the measurement. The three levels of the fair value hierarchy are as follows:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The Company’s marketable equity securities are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the marketable equity securities was $881 at May 31, 2019 ($839 at November 30, 2018), calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company.
NOTE 9 – GENERAL AND ADMINISTRATIVE EXPENSES
| Three months ended May 31, | Six months ended May 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Salaries and benefits | $ | 1,498 | $ | 1,634 | $ | 3,162 | $ | 3,313 | ||||||||
| Share-based compensation (note 10) | 1,542 | 1,942 | 3,073 | 3,891 | ||||||||||||
| Office expense | 551 | 550 | 1,222 | 1,116 | ||||||||||||
| Professional Fees | 360 | 216 | 590 | 415 | ||||||||||||
| Corporate communications and regulatory | 261 | 549 | 501 | 835 | ||||||||||||
| Depreciation | 3 | 5 | 7 | 11 | ||||||||||||
| $ | 4,215 | $ | 4,896 | $ | 8,555 | $ | 9,581 | |||||||||
NOTE 10 – SHARE-BASED COMPENSATION
| Three months ended May 31, | Six months ended May 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Stock options | $ | 915 | $ | 938 | $ | 1,837 | $ | 1,886 | ||||||||
| Performance share unit plan | 583 | 957 | 1,153 | 1,909 | ||||||||||||
| Deferred share unit plan | 44 | 47 | 83 | 96 | ||||||||||||
| $ | 1,542 | $ | 1,942 | $ | 3,073 | $ | 3,891 | |||||||||
8
| NOVAGOLD RESOURCES INC. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| (Unaudited, US dollars in thousands except per share amounts) |
Stock options
A summary of stock options outstanding as of May 31, 2019 and activity during the six months ended May 31, 2019 are as follows:
Number of stock options (thousands) | Weighted- average exercise price per share | Weighted- average remaining contractual term (years) | Aggregate intrinsic value | |||||||||||||
| November 30, 2018 | 17,883 | $ | 3.36 | |||||||||||||
| Granted | 2,860 | 3.68 | ||||||||||||||
| Exercised | (3,738 | ) | $ | 2.18 | ||||||||||||
| Forfeited | (231 | ) | 3.87 | |||||||||||||
| May 31, 2019 | 16,774 | $ | 3.63 | 2.38 | $ | 8,005 | ||||||||||
| Vested and exercisable as of May 31, 2019 | 11,891 | $ | 3.58 | 1.69 | $ | 7,348 | ||||||||||
The following table summarizes other stock option-related information:
| Six months ended May 31, | ||||||||
| 2019 | 2018 | |||||||
| Weighted-average assumptions used to value stock option awards: | ||||||||
| Expected volatility | 46.9 | % | 50 | % | ||||
| Expected term of options (years) | 4 | 3 | ||||||
| Expected dividend rate | — | — | ||||||
| Risk-free interest rate | 2.7 | % | 1.8 | % | ||||
| Expected forfeiture rate | 3.1 | % | 2.3 | % | ||||
| Weighted-average grant-date fair value | $ | 1.46 | $ | 1.35 | ||||
As of May 31, 2019, the Company had $4,051 of unrecognized compensation cost related to 4,883,000 non-vested stock options expected to be recognized and vest over a period of approximately 2.75 years. During the six months ended May 31, 2019, the intrinsic value of stock options exercised was $3,335 and no cash was received.
Performance share units
A summary of PSU awards outstanding as of May 31, 2019 and activity during the six months ended May 31, 2019 is as follows:
Number of PSU awards (thousands) | Weighted- average grant day fair value per award | Aggregate intrinsic value | ||||||||||
| November 30, 2018 | 1,797 | $ | 4.39 | |||||||||
| Granted | 803 | 3.67 | ||||||||||
| Vested | (764 | ) | 4.58 | |||||||||
| Performance adjustment | (167 | ) | 4.58 | |||||||||
| Cancelled | (5 | ) | 3.76 | |||||||||
| May 31, 2019 | 1,664 | $ | 3.76 | $ | 6,415 | |||||||
As of May 31, 2019, the Company had $3,619 of unrecognized compensation cost related to 1,664,000 non-vested PSU awards expected to be recognized and vest over a period of approximately 2.5 years.
9
| NOVAGOLD RESOURCES INC. |
| NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS |
| (Unaudited, US dollars in thousands except per share amounts) |
The following table summarizes other PSU-related information:
| Six months ended May 31, | ||||||||
| 2019 | 2018 | |||||||
| Performance multiplier on PSUs vested | 82 | % | — | % | ||||
| Common shares issued (thousands) | 438 | — | ||||||
| Total fair value of common shares issued | $ | 1,607 | $ | — | ||||
| Withholding tax paid on PSUs vested | $ | 1,197 | $ | — | ||||
NOTE 11 – OTHER INCOME (EXPENSE)
| Three months ended May 31, | Six months ended May 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Interest income | $ | 1,096 | $ | 238 | $ | 2,138 | $ | 478 | ||||||||
| Accretion of notes receivable | 796 | — | 1,591 | — | ||||||||||||
| Interest expense on promissory note | (1,861 | ) | (1,593 | ) | (3,659 | ) | (3,087 | ) | ||||||||
| Foreign exchange gain (loss) | 1,209 | (2 | ) | 823 | (118 | ) | ||||||||||
| Change in fair market value of marketable securities | 14 | — | 58 | — | ||||||||||||
| $ | 1,254 | $ | (1,357 | ) | $ | 951 | $ | (2,727 | ) | |||||||
NOTE 12 – RELATED PARTY TRANSACTIONS
The Company provided technical services to Donlin Gold LLC for $nil during the six months ended May 31, 2019 ($181 in 2018). As of May 31, 2019, the Company has accounts receivable from Donlin Gold LLC of $44 (November 30, 2018: $247).
NOTE 13 – COMMITMENTS AND CONTINGENCIES
General
Estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency and estimated range of loss, if determinable, is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.
Obligations under operating leases
The Company leases certain assets, such as office equipment and office facilities, under operating leases expiring at various dates through 2023. Future minimum annual lease payments are $113 in 2019, $199 in 2020, $204 in 2021, $210 in 2022, and $18 in 2023, totaling $744.
| 10 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
In Management’s Discussion and Analysis of Financial Condition and Results of Operations, “NOVAGOLD”, the “Company”, “we,” “us” and “our” refer to NOVAGOLD RESOURCES INC. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations constitutes management’s review of the factors that affected our financial and operating performance for the three and six month periods ended May 31, 2019 and May 31, 2018. This discussion should be read in conjunction with the condensed consolidated interim financial statements and notes thereto contained elsewhere in this report and our Annual Report on Form 10-K for the year ended November 30, 2018, as well as other information we file with the Securities and Exchange Commission on EDGAR at www.sec.gov and with Canadian Securities Administrators on SEDAR at www.sedar.com. References herein to $ refer to United States dollars and C$ to Canadian dollars.
Overview
Our operations primarily relate to the delivery of project milestones, including the achievement of various technical, environmental, sustainable development, external affairs/community engagement, economic, and legal objectives; obtaining necessary permits, completion of feasibility studies, preparation of engineering designs and obtaining financing to fund these milestones.
Our goals for 2019 include:
| · | Advance the Donlin Gold project toward a construction/production decision. |
| · | Maintain an effective corporate social responsibility program. |
| · | Promote a strong safety culture; maintain a zero lost time accident record. |
| · | Safeguard the Company’s treasury. |
Second quarter highlights
Donlin Gold project
During the second quarter, Donlin Gold continued to support the Alaska Department of Natural Resources (ADNR) to advance permits and certificates for the project.
ADNR’s Division of Mining, Land, and Water (DMLW) issued preliminary land use decisions for public comment proposing to authorize facilities associated with the project’s transportation corridor, including the access road and related material sites, airstrip, and upriver Jungjuk Port on January 28, 2019. The public comment period for these decisions closed on March 29, 2019. Final approvals are anticipated by the end of 2019.
ADNR’s Division of Oil and Gas (DOG), State Pipeline Coordinator’s Section issued a preliminary decision to authorize the sections of the pipeline on State lands on January 28, 2019. The public comment period for this decision closed on March 22, 2019. Final approval is anticipated by the end of 2019.
ADNR’s approval of the Alaska Dam Safety certificates for the tailings storage facility and water retention and diversion structures requires a thorough stepwise process to deliver a final construction package to ADNR. The next step in the process is a site investigation and collection of additional geotechnical information for the advancement of the engineering from a feasibility level to the final construction package. The site investigation information will support a preliminary design package, detailed design package and ultimately the final construction package each of which will be submitted to ADNR for final approval and issuance of the certificates. The camp was re-opened in May 2019 and on-site preparations are underway for the start of the drill program. Drilling and other site work is expected to commence in July 2019. This program will consist of geotechnical core drilling, test pits, overburden drilling, packer tests, hydrogeologic test well installation and pumping tests, and geophysical surveys.
The Donlin Gold LLC board must approve a construction program and budget before the Donlin Gold project can be developed. The timing of the required engineering work and the Donlin Gold LLC board’s approval of a construction program and budget, the receipt of the remaining state governmental permits and approvals, and the availability of financing, commodity price fluctuations, risks related to market events and general economic conditions among other factors, will affect the timing of and whether to develop the Donlin Gold project.
11
During 2018, a group called the Yukon-Kuskokwim River Alliance (YKRA) was formed with the purpose of protecting salmon habitat in the Yukon-Kuskokwim Delta. This organization along with 12 of the 56 village councils in the Calista Region (Native Village of Kasigluk, Orutsararmiut Native Council (ONC), Native Village of Eek, Tuluksak Native Community, Tununak Council, Native Village of Nunapitchuk, Chuloonawick Tribal Council, Native Village of Kwigillingok, Native Village of Kongiganak, Chefornak Traditional Council, Chevak Native Village, and Native Village of Napakiak) have adopted resolutions opposing development of the Donlin Gold project. Earthjustice, speaking on behalf of ONC, Akiak Native Community IRA Council, Organized Village of Kwethluk, Native Village of Kwigillingok, Chuloonawick Tribal Council, and the YKRA, requested an informal review of the State of Alaska’s 401 certification (the “Certification”) by the Director of the Division of Water in the Alaska Department of Environmental Conservation (ADEC). In October 2018, the Director responded to the request by deciding to conduct the informal review and reissued the Certification on April 4, 2019. On April 24, 2019, Earthjustice requested a second informal review of the Certification and the request was granted by ADEC on May 4, 2019. A decision on the second informal review of the Certification is expected by the end of 2019.
On February 7, 2019, Earthjustice speaking on behalf of ONC, Akiak Native Community, Chefornak Traditional Council, Chevak Traditional Council, Chuloonawick Native Village, Native Village of Eek, Kasigluk Traditional Council, Kongiganak Traditional Council, Organized Village of Kwethluk, Native Village of Kwigillingok, Native Village of Nightmute, Sleetmute Traditional Council, Tuluksak Native Community, and Native Village of Tununak, filed an administrative appeal of the Reclamation and Closure Plan Approval. ADNR is expected to issue a decision on the appeal by the end of 2019. Additionally, on February 7, 2019, Earthjustice speaking on behalf of the same tribal entities as their appeal of the Reclamation and Closure Plan Approval, requested an informal review by the Director of ADEC’s Division of Water of the Waste Management Permit issuance. The request for review was granted by ADEC on March 1, 2019 and a decision is expected by the end of 2019.
Donlin Gold LLC, with support from NOVAGOLD and Barrick, remains actively engaged in environmental sustainability projects and extensive outreach efforts with local stakeholders, through multiple traditional village council meetings, regional tribal gatherings, events and village visits across the Yukon-Kuskokwim (Y-K) region. Donlin Gold LLC collaborated with Calista and TKC (owners of the mineral and surface rights, respectively) on grants, scholarships and community outreach efforts. During the second quarter, we successfully collected, processed and removed about 35,000 pounds of household hazardous material from eight Y-K villages in partnership with local residents.
The owners of the Donlin Gold project (Barrick and NOVAGOLD) continue to study ways to further improve the project’s value and to reduce initial capital outlays through enhanced project design and execution, engagement of third-party operators for certain activities, and potential for financing of some capital-intensive infrastructure. To date, these additional studies have furthered our geological understanding and identified opportunities that have the potential to benefit the project were the owners to decide to update the Donlin Gold feasibility study and initiate the engineering work necessary to advance the project design from feasibility level to basic and then detailed engineering. Barrick and NOVAGOLD will take all this work into account before reaching a construction decision and will advance the Donlin Gold project in a financially disciplined manner with a strong focus on environmental stewardship and social responsibility.
Our share of funding for the Donlin Gold project in the first six months of 2019 was $3.8 million for technical work, permitting and community engagement efforts. Our share of the total 2019 work program and budget is $13 million to continue to advance the project. The Alaska Dam Safety certificates require additional fieldwork and more detailed engineering over the next two years and Donlin Gold LLC will continue to maintain its engagement with communities throughout the Y-K region. Donlin Gold LLC spending is expected to increase in the second half of the year with the commencement of fieldwork.
We record our interest in the Donlin Gold project as an equity investment, which results in our 50% share of Donlin Gold’s expenses being recorded in the income statement as an operating loss. The investment amount recorded on the balance sheet primarily represents unused funds advanced to Donlin Gold LLC.
Outlook
We do not currently generate operating cash flows. At May 31, 2019, we had cash and cash equivalents of $18.0 million and term deposits of $139.0 million. At present, we believe that these balances are sufficient to cover anticipated funding of the Donlin Gold project as well as corporate general and administrative costs. Additional capital will be necessary if a decision to commence engineering and construction is reached for the Donlin Gold project. Future financings to fund construction are anticipated through debt, equity, project specific debt, and/or other means. Our continued operations are dependent on our ability to obtain additional financing or to generate future cash flows. However, there can be no assurance that we will be successful in our efforts to raise additional capital on terms favorable to us, or at all. For further information, see the risk factors in our Annual Report on Form 10-K for the year ended November 30, 2018, as filed with the SEC and the Canadian Securities Regulators on January 23, 2019.
12
For the full year, we expect to spend approximately $24 million, including $13 million to fund our share of expenditures at the Donlin Gold project and $11 million for general and administrative costs.
Summary of Consolidated Financial Performance
| Three months ended May 31, | Six months ended May 31, | |||||||||||||||
| ($ thousands, except per share) | 2019 | 2018 | 2019 | 2018 | ||||||||||||
| Loss from operations | (6,413 | ) | (7,801 | ) | (12,076 | ) | (14,327 | ) | ||||||||
| Net loss from continuing operations | (5,515 | ) | (9,237 | ) | (11,838 | ) | (17,199 | ) | ||||||||
| Net loss from discontinued operations | — | (394 | ) | — | (647 | ) | ||||||||||
| Net loss | $ | (5,515 | ) | $ | (9,631 | ) | $ | (11,838 | ) | $ | (17,846 | ) | ||||
| Net loss per common share – basic and diluted | ||||||||||||||||
| Continuing operations | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.04 | ) | $ | (0.06 | ) | ||||
| Discontinued operations | — | — | — | — | ||||||||||||
| $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.04 | ) | $ | (0.06 | ) | |||||
Results of Operations
Second quarter 2019 compared to 2018
Loss from operations decreased from $7.8 million in 2018 to $6.4 million in 2019 due to lower general and administrative expense and lower costs at Donlin Gold LLC. General and administrative expense decreased by $0.6 million primarily due to lower share-based compensation costs. At Donlin Gold expenses decreased by $0.7 million resulting from a reduction in permitting activities.
Net loss from continuing operations decreased from $9.2 million ($0.03 per share) in 2018 to $5.5 million ($0.02 per share) in 2019, primarily due to lower operating losses, higher interest income, accretion of notes receivable, and foreign exchange movements, offset by higher interest expense on the promissory note payable to Barrick.
Net loss from discontinued operations, net of tax of $0.4 million ($0.00 per share) in 2018 resulted from our share of expenses at the Galore Creek project. On July 27, 2018, we completed the sale of our 50% interest in the Galore Creek Partnership.
First six months 2019 compared to 2018
Loss from operations decreased from $14.3 million in 2018 to $12.1 million in 2019 due to lower general and administrative expense and lower costs at Donlin Gold LLC. General and administrative expense decreased by $1.0 million primarily due to lower share-based compensation costs. At Donlin Gold expenses decreased by $1.2 million resulting from a reduction in permitting activities.
Net loss from continuing operations decreased from $17.2 million ($0.06 per share) in 2018 to $11.8 million ($0.04 per share) in 2019, primarily due to lower operating losses, higher interest income, accretion of notes receivable, and foreign exchange movements, offset by higher interest expense on the promissory note payable to Barrick.
Net loss from discontinued operations, net of tax of $0.6 million ($0.00 per share) in 2018 resulted from our share of expenses at the Galore Creek project.
13
Liquidity, Capital Resources and Capital Requirements
| ($ thousands) | At
May 31, | At November 30, 2018 | Change | |||||||||
| Cash and cash equivalents | $ | 17,986 | $ | 21,004 | $ | (3,018 | ) | |||||
| Term deposits | $ | 139,000 | $ | 146,000 | $ | (7,000 | ) | |||||
In the first six months of 2019, total Cash, cash equivalents and Term deposits decreased by $9.9 million of which $4.9 million was used in operating activities for administrative costs and working capital changes, $3.8 million was used to fund Donlin Gold and $1.2 million related to withholding taxes paid on vested performance share units. The term deposits are denominated in U.S. dollars and are held at Canadian chartered banks.
| Three months ended May 31, | Six months ended May 31, | |||||||||||||||
| ($ thousands) | 2019 | 2018 | 2019 | 2018 | ||||||||||||
| Net cash (used in) provided from: | ||||||||||||||||
| Continuing operations: | ||||||||||||||||
| Operating activities | $ | (1,760 | ) | $ | (1,850 | ) | $ | (4,910 | ) | $ | (6,492 | ) | ||||
| Investing activities | $ | (2,909 | ) | $ | 264 | $ | 3,194 | $ | (1,483 | ) | ||||||
| Financing activities | — | — | $ | (1,197 | ) | — | ||||||||||
| Net cash used in: | ||||||||||||||||
| Investing activities of discontinued operations | — | $ | (832 | ) | — | $ | (1,475 | ) | ||||||||
Second quarter 2019 compared to 2018
Net cash used in operating activities of continuing operations decreased by $0.1 million, due to higher interest income, partially offset by changes in working capital. Net cash provided from (used in) investing activities of continuing operations included a $0.8 million decrease in Donlin Gold funding due to lower permitting and optimization activities. In the second quarter of 2018, term deposits were reduced by $4.0 million.
First six months 2019 compared to 2018
Net cash used in operating activities of continuing operations decreased by $1.6 million, primarily due to higher interest income. Net cash provided from (used in) investing activities of continuing operations included a $1.7 million decrease in Donlin Gold funding due to lower permitting and optimization activities. For the six-month period, term deposits decreased by $7.0 million in 2019 and $4.0 million in 2018. Net cash used in financing activities of continuing operations related to withholding taxes paid on vested performance share units.
Outstanding share data
As of June 19, 2019, the Company had 325,559,330 common shares issued and outstanding. Also, as of June 19, 2019, the Company had: i) a total of 16,214,036 stock options outstanding; 8,250,369 of those stock options with a weighted-average exercise price of C$4.47 and the remaining 7,963,667 with a weighted-average exercise price of $4.07; and ii) 1,664,100 performance share units and 285,323 deferred share units outstanding. Upon exercise or pay out, as applicable, of the foregoing convertible securities, the Company would be required to issue a maximum of 18,995,509 common shares.
Accounting Developments
For a discussion of Recently Issued Accounting Pronouncements, see Note 2 to the Condensed Consolidated Interim Financial Statements.
14
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
Our financial instruments are exposed to certain financial risks, including credit and interest rate risks.
Credit risk
Concentration of credit risk exists with respect to our cash and cash equivalents, term deposit investments and notes receivable. All term deposits are held through Canadian chartered banks with high investment-grade ratings and have maturities of one year or less. The notes receivable are due from a subsidiary of Newmont, a publicly-traded company with investment-grade credit ratings.
Interest rate risk
The interest rate on the promissory note owed to Barrick is variable with the U.S. prime rate. Based on the amount owing on the promissory note as at May 31, 2019, and assuming all other variables remain constant, a 1% change in the U.S. prime rate would result in an increase/decrease of approximately $1.0 million in the interest accrued on the promissory note per annum.
| Item 4. | Controls and Procedures |
Management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of May 31, 2019. On the basis of this review, our President and Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) during the Company’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting. The Company’s internal controls over financial reporting are based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
15
| Item 1. | Legal Proceedings |
From time to time, we are a party to routine litigation and proceedings that are considered part of the ordinary course of our business. We are not aware of any material current, pending, or threatened litigation.
| Item 1A. | Risk Factors |
There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended November 30, 2018, as filed with the SEC on January 23, 2019. The risk factors in our Annual Report on Form 10-K for the year ended November 30, 2018, in addition to the other information set forth in this quarterly report, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we deem to be immaterial could also materially adversely affect our business, financial condition or results of operations.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.
| Item 3. | Defaults Upon Senior Securities |
None.
| Item 4. | Mine Safety Disclosures |
These disclosures are not applicable to us.
| Item 5. | Other Information. |
None.
| Item 6. | Exhibits |
See Exhibit Index.
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: June 26, 2019 | NOVAGOLD RESOURCES INC. | |
| By: | /s/ Gregory A. Lang | |
| Gregory A. Lang | ||
|
President and Chief Executive Officer (principal executive officer) |
||
| By: | /s/ David A. Ottewell | |
| David A. Ottewell | ||
| Vice President and Chief Financial Officer (principal financial and accounting officer) |
||
17
EXHIBIT INDEX
| Exhibit No. | Description | |
| 31.1 | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) | |
| 31.2 | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) | |
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 | |
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | |
| 101 | The following materials are filed herewith: (i) XBRL Instance, (ii) XBRL Taxonomy Extension Schema, (iii) XBRL Taxonomy Extension Calculation, (iv) XBRL Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, and (vi) XBRL Taxonomy Extension Definition. In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by the specific reference in such filing. |
18