VISTA GOLD CORP - Quarter Report: 2012 June (Form 10-Q)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

 

 

For the quarterly period ended June 30, 2012

 

OR

 

 

For the transition period from                        to                             

 

Commission File Number 1-09025

 

VISTA GOLD CORP.

(Exact name of registrant as specified in its charter)

 

 

 

(720) 981-1185

(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 the 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.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

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 the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  77,207,144 common shares, without par value, outstanding at July 31, 2012.

 

 

Table of Contents

 

VISTA GOLD CORP.

(An Exploration Stage Enterprise)

FORM 10-Q

For the Quarter Ended June 30, 2012

INDEX

 

		Page
	PART I — FINANCIAL INFORMATION
ITEM 1.	UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26
ITEM 4.	CONTROLS AND PROCEDURES	26
	PART II — OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	27
ITEM 1A.	RISK FACTORS	27
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	27
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	27
ITEM 4.	MINE SAFETY DISCLOSURE	27
ITEM 5.	OTHER INFORMATION	27
ITEM 6.	EXHIBITS	27
	SIGNATURES	29

 

Table of Contents

 

VISTA GOLD CORP. (An Exploration Stage Enterprise)

UNAUDITED CONSOLIDATED BALANCE SHEETS

(Dollar amounts in U.S. dollars and in thousands, except shares)

 

		June 30,			December 31,
		2012			2011
Assets:
Current assets:
Cash and cash equivalents		$	7,503		$	17,873
Restricted cash (Note 5)		93			134
Marketable securities (Note 4)		809			986
Other current assets		1,715			1,177
Total current assets		10,120			20,170
Non-current assets:
Mineral properties (Note 5)		13,951			16,517
Plant and equipment (Note 6)		19,564			19,232
Amayapampa interest (Note 3)		4,813			4,813
Long-term investments (Note 7)		77,600			119,871
Total non-current assets		115,928			160,433
Total assets		$	126,048		$	180,603
Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable		$	966		$	757
Accrued liabilities and other		2,033			2,466
Total current liabilities		2,999			3,223
Non-current liabilities:
Other long-term liabilities		635			635
Deferred tax liability, net		19,320			35,522
Total non-current liabilties		19,955			36,157
Total liabilities		22,954			39,380
Shareholders’ equity:
Common shares, no par value - unlimited shares authorized; shares outstanding: 2012 - 72,207,144 and 2011 - 71,503,883 (Note 8)		381,952			380,119
Additional paid-in capital (Note 9)		26,662			24,670
Accumulated other comprehensive income/(loss) (Note 10)		(51		)	175
Accumulated deficit during exploration stage		(305,469		)	(263,741		)
Total shareholders’ equity		103,094			141,223
Total liabilities and shareholders’ equity		$	126,048		$	180,603

 

Commitments and contingencies — (Note 13)

Subsequent events — (Note 15)

Approved by the Board of Directors

 

 

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

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE INCOME/(LOSS)

(Dollar amounts in U.S. dollars and in thousands, except share and per share data)

 

		Three Months Ended June 30,						Six Months Ended June 30,						Cumulative during Exploration
		2012			2011			2012			2011			Stage
Operating income and (expenses):
Exploration, property evaluation and holding costs		$	(6,758	)	$	(4,854	)	$	(12,465	)	$	(7,803	)	$	(70,589	)
Corporate administration and investor relations		(2,003		)	(1,658		)	(4,077		)	(2,757		)	(37,024		)
Depreciation and amortization		(132		)	(81		)	(258		)	(160		)	(1,598		)
Loss on extinguishment of convertible debt		—			—			—			—			(1,218		)
Gain/(loss) on currency translation		(60		)	45			(84		)	36			(138		)
Gain on disposal of mineral property, net (Note 5)		—			77,807			934			77,807			80,598
Total operating income/(expense)		(8,953		)	71,259			(15,950		)	67,123			(29,969		)
Non-operating income and (expenses):
Gain on sale of marketable securities		—			81			143			447			7,945
Unrealized gain/(loss) on long-term investments (Note 7)		(34,951		)	—			(42,316		)	—			(4,969		)
Write down of marketable securities		—			—			—			—			(1,007		)
Interest income		8			14			21			26			2,833
Interest expense		—			—			—			(120		)	(4,096		)
Other expense		182			(1		)	173			—			(4,935		)
Total non-operating income/(expense)		(34,761		)	94			(41,979		)	353			(4,229		)
Income/(loss) from continuing operations before income taxes		(43,714		)	71,353			(57,929		)	67,476			(34,198		)
Deferred income tax benefit/(expense)		13,210			(23,589		)	16,201			(23,589		)	(19,321		)
Income/(loss) from continuing operations after income taxes		(30,504		)	47,764			(41,728		)	43,887			(53,519		)
Loss from discontinued operations		—			—			—			—			(12,863		)
Net income/(loss)		$	(30,504	)	$	47,764		$	(41,728	)	$	43,887		$	(66,382	)
Other comprehensive income/(loss):
Unrealized fair-value decrease on available-for-sale securities		(23		)	(403		)	(83		)	(127		)	(51		)
Comprehensive income/(loss)		$	(30,527	)	$	47,361		$	(41,811	)	$	43,760		$	(66,433	)
Loss per share:
Basic:
Weighted average number of shares outstanding		72,112,543			69,088,613			71,830,466			65,524,530
Net income/(loss) per share		$	(0.42	)	$	0.69		$	(0.58	)	$	0.67
Diluted:
Weighted average number of shares outstanding		72,112,543			69,536,081			71,830,466			66,193,065
Net income/(loss) per share		$	(0.42	)	$	0.69		$	(0.58	)	$	0.66

 

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

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollar amounts in U.S. dollars and in thousands)

 

		Common stock			Additional paid-in capital			Deficit			Accumulated other comprehensive income/(loss)			Total shareholders’ equity
Balances at December 31, 2011		$	380,119		$	24,670		$	(263,741	)	$	175		$	141,223
Stock options expensed		—			442			—			—			442
Restricted stock units expensed		—			1,550			—			—			1,550
Compensation options exercised		733			—			—			—			733
Compensation warrants exercised		1,100			—			—			—			1,100
Other comprehensive loss		—			—			—			(226		)	(226		)
Net loss		—			—			(41,728		)	—			(41,728		)
Balances at June 30, 2012		$	381,952		$	26,662		$	(305,469	)	$	(51	)	$	103,094

 

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

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in U.S. dollars and in thousands)

 

								Cumulative
								during
		Six Months Ended June 30,						exploration
		2012			2011			stage
Cash flows from operating activities:
Net income/(loss) for the period		$	(41,728	)	$	43,887		$	(66,382	)
Adjustments to reconcile net income/(loss) for the period to net cash used in operations:
Depreciation and amortization		258			160			1,598
Stock-based compensation		1,992			948			9,052
Gain on disposal of marketable securities		(143		)	(447		)	(7,945		)
Loss on extinguishment of convertible notes		—			—			1,218
Accrued interest and accretion of interest		—			120			4,096
Gain on disposal of mineral property		(934		)	(78,072		)	(80,867		)
Common stock issued for interest		—			—			1,841
Unrealized loss on long-term investments		42,316			—			4,969
Write down of marketable securities		—			—			1,007
Deferred tax (benefit)/expense		(16,201		)	23,589			19,321
Other non-cash items		—			—			1,304
Change in working capital account items:								—
Other current assets		(538		)	41			(1,977		)
Accrued interest payable		—			(505		)	(8,090		)
Accounts payable, accrued liabilities and other		(227		)	288			688
Net cash used in operating activities		(15,205		)	(9,991		)	(120,167		)
Cash flows from investing activities:
Purchases of marketable securities		(135		)	(128		)	(1,823		)
Proceeds from sales of marketable securities		230			576			11,279
Acquisition of long-term investments		(45		)	(3,632		)	(3,677		)
Additions to mineral property		—			(50		)	(7,647		)
Additions to plant and equipment		(589		)	(90		)	(21,032		)
Change in restricted cash		41			—			41
Proceeds from additional option agreement		1,500			—			2,500
Proceeds from earn-in right agreement		2,000			—			2,000
Proceeds on disposal of mineral property		—			—			188
Proceeds on disposal of plant and equipment		—			—			52
Cash transferred to Allied Nevada Gold Corp., net of receivable		—			—			(24,517		)
Net cash (used in)/provided by investing activities		3,002			(3,324		)	(42,636		)
Cash flows from financing activities:
Net proceeds from equity financings		—			28,988			137,070
Repayment of convertible notes		—			(23,000		)	(26,108		)
Proceeds from exercise of warrants		1,833			48			41,162
Proceeds from exercise of stock options		—			432			3,974
Issuance of convertible notes		—			—			28,345
Cash paid in lieu of capital stock issuances		—			—			(107		)
Transaction costs		—			—			(1,841		)
Net cash provided by financing activities		1,833			6,468			182,495
Increase/(decrease) in cash and cash equivalents		(10,370		)	(6,847		)	19,692
Decrease in cash and cash equivalents - discontinued operations		—			—			(12,863		)
Net increase/(decrease) in cash and cash equivalents		(10,370		)	(6,847		)	6,829
Cash and cash equivalents, beginning of period		17,873			39,838			674
Cash and cash equivalents, end of period		$	7,503		$	32,991		$	7,503

 

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

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in U.S. dollars and in thousands, except per share and per ounce unless otherwise noted)

 

1. Nature of Operations

 

Vista Gold Corp. and its subsidiaries (collectively, “Vista,”  the “Company,” “we,” “our” or “us”) operate in the mining industry and are focused on the evaluation, acquisition, exploration and advancement of gold exploration and potential development projects, which may lead to gold production, as well as the realization of market value of our assets. As such, we are considered an Exploration Stage Enterprise. Our approach to acquisitions of gold projects has generally been to seek projects within political jurisdictions with well-established mining, land ownership and tax laws, which have adequate drilling and geological data to support the completion of a third-party review of the geological data and to complete an estimate of the gold mineralization. In addition, we look for opportunities to improve the value of our gold projects through exploration drilling and/or technical studies resulting in changes to the operating assumptions underlying previous engineering work.

 

We are continuing to move our more advanced projects through technical, engineering and feasibility studies so that production decisions can be made on those projects.

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect reported amounts.  These estimates and assumptions are based on information available as of the date of the financial statements.  Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end.  The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of results that can be expected for the full year.  Please refer to the section entitled “Significant accounting policies” of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2011 (“2011 Form 10-K”) for a discussion of our critical accounting policies and estimates.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP.  The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all footnote disclosures required by U.S. GAAP.  In accordance with U.S. GAAP for interim financial statements, these unaudited condensed consolidated financial statements do not include certain information and note disclosures that are normally included in annual financial statements prepared in conformity with U.S. GAAP.  Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2011 and 2010, and for each of the three years ended December 31, 2011, included in our 2011 Form 10-K.  In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, which are of a normal and recurring nature, necessary to present fairly in all material respects the financial position as of June 30, 2012, the results of operations for the three and six months ended June 30, 2012 and 2011, and cash flows for the six months ended June 30, 2012 and 2011, in conformity with U.S. GAAP.

 

2. Significant Accounting Policies and U.S. GAAP

 

Principles of Consolidation

 

The consolidated interim financial statements of Vista consolidate the accounts of entities in which we have a controlling financial interest.  All intercompany balances and transactions have been eliminated in the consolidated financial statements.  Our subsidiaries and percentage ownership in these entities are:

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in U.S. dollars and in thousands, except per share and per ounce unless otherwise noted)

 

		Ownership
Vista Gold U.S., Inc. and its subsidiary		100	%
Vista California, LLC		100	%
Granges Inc.		100	%
Desarrollos Zapal Holding Corp. and its subsidiaries		100	%
Desarrollos Zapal S.A. de C.V. (1% owned by Granges Inc.) and its subsidiaries (a)		99	%
Servicios Administrativos MPA S.A. de C.V. (1% owned by Granges Inc.)		99	%
Servicios Industriales MPA S.A. de C.V. (1% owned by Granges Inc.)		99	%
Vista Gold (Barbados) Corp. and its wholly-owned subsidiary		100	%
Salu Siwa Pty Ltd and its subsidiary		100	%
PT Masmindo Dwi Area (1% owned by Vista Gold (Barbados) Corp.)		99	%
Vista Minerals (Barbados) Corp. and its wholly-owned subsidiary		100	%
Vista Gold Australia Pty Ltd.		100	%
Minera Gold Stake Holdings Corp. (name changed from Vitliq Holdings Corp. effective January 23, 2012)		100	%
Minera Gold Stake S.A. de C.V. (name changed from Vitliq S.A. de C.V. effective January 23, 2012) (1% owned by Granges Inc.)		99	%

 

(a)          On February 7, 2012, we entered into an earn-in right agreement (the “Earn-in Right Agreement”) with Invecture Group, S.A de C.V. (“Invecture”) whereby Invecture has the right, exercisable by February 7, 2014 (subject to extension) (the “Earn-in Right Period”), to earn a 62.5% interest in the Concordia gold project, which is owned through our wholly-owned, Mexican subsidiary, Desasarrollos Zapal, S.A. de C.V.  (“DZ Mexico”).  During the Earn-in Right Period and subject to the terms of the Earn-in Right Agreement, Vista holds 37.5% of the DZ Mexico shareholder voting rights.  The remaining 62.5% of the DZ Mexico shareholder voting rights are held in a trust that is instructed by representatives of Vista and Invecture.  Upon Invecture’s exercise of the earn-in right, Vista will continue to hold a 37.5% interest in DZ Mexico and the Concordia gold project.  See Note 5 for further discussion.

 

Use of Estimates

 

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Significant areas requiring the use of estimates include capital costs of projects, mine closure and reclamation obligations, useful lives for asset depreciation purposes, impairment of mineral properties, deferred income taxes, valuation of investments and the calculation of stock-based compensation. Actual results could differ from these estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, demand balances held with banks and certificates of deposit all with maturities of three months or less when purchased.

 

Marketable Securities

 

We classify marketable securities as available-for-sale, as the Company has the ability and intent to hold these securities for the foreseeable future.  Accordingly, these securities are carried at fair value with unrealized gains and losses being reported in other comprehensive income until such time that the securities are disposed of or become impaired.  At that time, any gains or losses will be realized and reported in our Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss). We use the specific identification method for determining carrying value in computing realized gains and losses on sales of investment securities.  We evaluate investments in a loss position to determine if such a loss is other-than-temporary.  If so, such loss will be recognized and reported during that period.

 

Mineral Properties

 

In general, costs to acquire mineral properties are capitalized when incurred and mineral property exploration costs are expensed as incurred.  When we determine that a mineral property can be economically developed based on proven and probable reserves, in

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in U.S. dollars and in thousands, except per share and per ounce unless otherwise noted)

 

accordance with U.S. GAAP, development costs will be capitalized as incurred.  Once production has commenced, capitalized costs will be depleted using the units-of-production method over the estimated life of the proven and probable reserves.  If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to the Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) in that period.

 

We assess the carrying cost of our mineral properties for impairment whenever information or circumstances indicate the potential for impairment.  Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis.  If it is determined that the future undiscounted cash flows are less than the carrying value of the property, a write down to the estimated fair value is charged to the Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) for the period.  Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if the carrying value can be recovered.

 

Proceeds received under option agreements and/or earn-in agreements are recorded as a cost recovery against the carrying value of the underlying project until the carrying value is reduced to zero.  Any proceeds received in excess of the carrying value of the project are recorded as a realized gain in the Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss).

 

Plant and Equipment

 

Plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging primarily from three to five years. Significant expenditures that increase the life of an asset, including interest on qualifying assets, are capitalized and depreciated over the remaining estimated useful life of the asset. Upon sale or retirement of assets, the costs and related accumulated depreciation or amortization are eliminated from the respective accounts and any resulting gains or losses are reflected in the Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss).

 

Asset Retirement Obligation and Closure Costs

 

The fair value of a liability for our legal obligations associated with the retirement of long-lived assets is recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset unless the asset has been previously written off, in which case the amount is expensed.

 

The liability will be adjusted for changes in the expected amounts and timing of cash flows required to discharge the liability and accreted to the full value over time through periodic charges to the Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss).

 

Warrants

 

Warrants and compensation options issued are recorded at fair value.

 

Stock-Based Compensation

 

We record compensation expense on the granting of all stock-based compensation awards, including stock options grants, restricted stock units grants and restricted stock awards grants, calculated using the fair-value method. We use the Hull-White Trinomial method of determining the fair value of the stock option on the date of the grant. When an option is granted, the fair value of the immediately vested portion is expensed and included in stock-based compensation within shareholders’ equity. As options vest, the fair value is amortized using the straight-line method over the vesting period and expensed on a monthly basis. When an option is exercised, the grant-date fair value of the options is transferred to common stock. When options are cancelled, the vested fair-value balance of the stock options is transferred to additional paid-in capital. When stock options are forfeited prior to becoming fully vested, any expense previously recorded is reversed through income. When options expire, the related fair value is transferred to additional paid-in capital.

 

The fair value of restricted stock units and restricted stock awards on the date of grant is amortized using the straight-line method over the vesting period and expensed on a monthly basis.  Certain restricted stock units vest upon the achievement of specified performance and market criteria, but not less than one year.  On a quarterly basis, management, using the best information available through that time, assesses the probability of achieving those performance and market criteria in determining the appropriate vesting period for the purpose of recording the expense associated with those restricted stock units.  On the date of vesting, the grant-date fair value of the restricted stock units or restricted stock awards is transferred to common stock.  When restricted stock units or restricted stock awards are forfeited prior to vesting, any expense previously recorded is reversed through income.

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in U.S. dollars and in thousands, except per share and per ounce unless otherwise noted)

 

Foreign Currency Exchange Gains or Losses

 

Our functional currency is the U.S. dollar.  All of our foreign subsidiaries are direct and integral components of Vista and are dependent upon the economic environment of our functional currency.  Therefore, the functional currency of our foreign entities is considered to be the U.S. dollar and accordingly, translation gains and losses are reported in the Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) for that period.  Assets and liabilities of these foreign operations are translated using period-end exchange rates and revenues and expenses are translated using average exchange rates during each period.

 

Income Taxes

 

We provide for income taxes using the liability method of tax allocation.  Under this method, deferred income tax assets and liabilities are determined based on deductible or taxable temporary differences between financial statement values and tax values of assets and liabilities using enacted income tax rates in effect for the year in which the differences are expected to reverse.

 

Deferred tax is recognized as income or an expense and included in the profit or loss for the period, except when it arises from a transaction that is recognized directly in equity, in which case the deferred tax is also recognized directly in equity, or when it arises from a business combination in which case the deferred tax is included in the resulting goodwill.

 

We establish a valuation allowance against the future income tax assets if, based on available information, it is more likely than not that all of the assets will not be realized.

 

Uncertainty in Income Tax Positions

 

The Company recognizes tax benefits from uncertain tax positions only if it is at least more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the taxing authorities. The Company records the related interest expense and penalties, if any, as tax expense in the tax provision.

 

Net Income/(Loss) Per Share

 

Basic income/(loss) per share amounts are calculated by using the weighted average number of common shares outstanding during the period. Diluted income/(loss) per share amounts reflect the potential dilution that could occur if securities or other contracts that may require the issuance of common shares in the future were converted, unless their inclusion would be anti-dilutive.

 

Recent Accounting Pronouncements

 

Presentation of Comprehensive Income

 

In June 2011, the FASB issued guidance that requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity has been eliminated.  This guidance became effective in the first quarter of 2012.  Our presentation of comprehensive income already complies with this new guidance.

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in U.S. dollars and in thousands, except per share and per ounce unless otherwise noted)

 

3. Amayapampa Interest

 

On April 7, 2008, we entered into an agreement to dispose of our wholly-owned subsidiary Vista Gold (Antigua) Corp. (“Vista Gold Antigua”) to Republic Gold Limited (“Republic”). Vista Gold Antigua indirectly held our interest in the Amayapampa gold project in Bolivia. Under the terms of the transaction, Republic agreed to pay to us a total amount of $3,000 in three payments of $1,000. The first of these payments will be due and payable upon the start of commercial production (as defined in the purchase and sale agreement) at the Amayapampa gold project followed by $1,000 payments on each of the first and second anniversaries of the start of commercial production.  In addition, Republic agreed to pay to us a net smelter return royalty (“NSR”) on the gold produced by or on behalf of Republic from the Amayapampa gold project in varying percentages depending on the price of gold per ounce. When the price of gold is between $500.01 and $650.00 per ounce, a 2% NSR is payable; when the price of gold is between $650.01 and $750.00 per ounce, a 3% NSR is payable; and when the price of gold is $750.01 per ounce and above, an NSR of 3.5% is payable. The NSR is capped at 720,000 gold equivalent ounces, and no NSR payments are due to us if the gold price is below $500 per ounce.  To date, no amount has been paid or is payable to the Company under this agreement.

 

The Amayapampa interest is considered a financial instrument and as such has been accounted for at its fair value of $4,813 based on probability-weighted cash flow scenarios and assumptions, including future gold prices, estimated gold production and the expected timing of commercial production commencement.  See Note 14 below for further discussion.

 

On February 3, 2012, Republic announced that it has suspended operation in Bolivia at the Amayapampa gold project pending regulatory and policy certainty specifically related to the nationalization of mining assets and the implications of the Bolivian Draft Mining Code.  On June 4, 2012, Republic announced that it intended to sell its interest in the Amayapampa gold project (the “Sale Transaction”).  As of June 30, 2012, we evaluated the carrying amount of the Amayapampa interest based upon the probability-weighted cash flows taking into account a higher probability that the project may never go into production or that commercial production may be delayed in part to the proposed Sale Transaction and also due to the political risks described above.  Our evaluation also considered recent trends in future gold prices and updated gold production estimates published by an independent third party consulting firm in January 2011.  Based upon the upward trend in long-term gold prices and higher estimated gold production specified in third party technical reports, we concluded that there was no change in fair value as of June 30, 2012.

 

4. Marketable Securities

 

		At June 30, 2012									At December 31, 2011
		Cost			Unrealized gain/(loss)			Fair value			Cost			Unrealized gain/(loss)			Fair value
Black Isle Resources		$	36		$	(16	)	$	20		$	36		$	—		$	36
Sprott Resources Corp.		139			76			215			139			75			214
Canadian Phoenix		81			11			92			81			14			95
Other		604			(122		)	482			555			86			641
		$	860		$	(51	)	$	809		$	811		$	175		$	986

 

During the year ended December 31, 2011, we determined that certain of our securities had an other-than-temporary decline in value and a write down of $158 has been included in our Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) for the year ended December 31, 2011.  There were no such write downs during the six months ended June 30, 2012.

 

5. Mineral Properties

 

		At December 31, 2011			Cost recovery			At June 30, 2012
Long Valley, United States		$	750		$	—		$	750
Concordia, Mexico (a)		10,303			(2,000		)	8,303
Guadalupe de los Reyes, Mexico		2,752			—			2,752
Awak Mas, Indonesia (b)		566			(566		)	—
Mt. Todd, Australia		2,146			—			2,146
		$	16,517		$	(2,566	)	$	13,951

 

The recoverability of the carrying values of our mineral properties is dependent upon economic reserves being discovered or developed

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in U.S. dollars and in thousands, except per share and per ounce unless otherwise noted)

 

on the properties, permitting, financing, start-up, and commercial production from, or the sale or lease, of these properties.  Development and/or start-up of any of these projects will depend on, among other things, management’s ability to raise additional capital for these purposes.  Although we have been successful in raising such capital in the past, there can be no assurance that we will be able to do so in the future.

 

We have determined that no impairment provision is currently required.  A write down in the carrying values of one or more of our mineral properties may be required in the future as a result of events and circumstances, such as our inability to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities and technical evaluation and changes in economic conditions, including the price of gold and other commodities or input prices.  We regularly evaluate the carrying value of our mineral properties to determine if impairment is required in view of such factors.

 

(a)                                  Concordia

 

We acquired 100% of the Concordia gold project in Mexico from Viceroy Resource Corporation in August 2002. The total acquisition cost of this project included cash payments of $786 for acquisition and related costs, the issuance of 303,030 equity units with a fair value of $1,212 and a cash payment of $320 in August 2003. In September 2011, the Company acquired some additional land from a third party for $1,300, including legal fees, as part of Vista’s efforts to advance the Concordia gold project.  Vista paid $665 in cash, while the remaining $635 is due upon the achievement of certain milestones and is included in other long-term liabilities in our Consolidated Balance Sheets.

 

On February 7, 2012, we announced that the Company had entered into an Earn-in Right Agreement with Invecture with respect to Vista’s Concordia gold project in Baja California Sur, Mexico.  Vista holds the Concordia gold project through DZ Mexico.  Under the terms of the Earn-in Right Agreement, Invecture made a non-refundable payment of $2,000 in exchange for the right to earn a 60% interest in DZ Mexico (the “Earn-in Right”).  Invecture’s right to earn a 60% interest in DZ Mexico was adjusted to 62.5% during the three-month period ended June 30, 2012 pursuant to the terms of the Earn-in Right Agreement.  The Earn-in Right will expire if not exercised by February 7, 2014, subject to extension in certain circumstances.  The Earn-in Right Agreement provides that during the Earn-in Period, Invecture will, at its sole expense, manage and operate the Concordia gold project and will undertake all commercially reasonable efforts to obtain the Change of Forest Land Use Permit (“CUSF”) and the Authorization of Environmental Impact which are required to develop the project.

 

The Earn-in Right Agreement provides that the exercise of the earn-in right by Invecture is conditional upon, among other things: (i) receipt of the CUSF and the Authorization of Environmental Impact; (ii) the completion of a feasibility report on the Concordia gold project that updates the existing feasibility report with respect to costs; (iii) Invecture funding the Concordia gold project during the Earn-in Period; and (iv) Invecture making an additional payment of $20,000 to DZ Mexico, which amount will be used to repay intercompany loans owed by DZ Mexico to Vista.

 

During the remainder of the Earn-in Period and subject to the terms of the Earn-in Right Agreement, Vista holds 37.5% of the DZ Mexico shareholder voting rights.  The remaining 62.5% of the DZ Mexico shareholder voting rights are held in a trust that will be instructed by representatives of Vista and Invecture.  Upon Invecture’s exercise of the Earn-in Right, Vista will continue to hold a 37.5% interest in DZ Mexico and the Concordia gold project.

 

As part of the Earn-in Right Agreement, DZ Mexico has transferred all of its other material assets, including the mill equipment acquired by Vista for the Concordia gold project in 2008 and the Guadalupe de los Reyes gold/silver project, to other entities in the Vista group of companies.  Vista has granted Invecture the option to cause DZ Mexico to acquire the mill equipment for $16,000 plus certain storage, insurance and transportation costs and any applicable taxes, provided that notice of exercise is received no later than February 7, 2013.

 

(b)                                 Awak Mas

 

In April 2005, we acquired the Awak Mas gold project in Sulawesi, Indonesia for a purchase price of $1,500.

 

In December 2009, Pan Asia Resources Corp. (“Pan Asia”) and our subsidiary Vista Gold (Barbados) Corp. (“Vista Barbados”) executed a joint venture agreement (“JV Agreement”) allowing Pan Asia to earn a 60% interest in our Awak Mas gold project by: (a) expending $3,000 on the project within a specified period of time; (b) completing an environmental impact assessment and feasibility study (in compliance with NI 43-101); and (c) issuing to Vista 2,000,000 shares in the capital of Pan Asia and granting Vista the right to purchase up to an additional 2,000,000 shares of Pan Asia on the same terms as such shares are issued in an initial public offering of Pan Asia’s

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in U.S. dollars and in thousands, except per share and per ounce unless otherwise noted)

 

shares. The 2,000,000 shares of Pan Asia received by Vista under the JV Agreement were subsequently exchanged for substantially equivalent shares of One Asia Resources Ltd. (“One Asia”).

 

In June 2011, Vista Barbados entered into an additional option agreement (the “Additional Option Agreement”) with Pan Asia.  The Additional Option Agreement provides Pan Asia with the opportunity to earn an additional 20% interest in our Awak Mas gold project in Indonesia after it has earned a 60% interest in the project pursuant to the JV Agreement.  In September 2011, the JV Agreement and the Additional Option Agreement were assigned from Pan Asia to Awak Mas Holdings Pty Ltd. (“Awak Mas Holdings”) and the option to acquire 2,000,000 shares of Pan Asia was assigned to One Asia.  Awak Mas Holdings may acquire the additional 20% interest by (a) making cash payments totaling $2,500 over a nine-month period; (b) issuing shares with a value equal to $2,000 or making cash payments totaling $2,000, assuming One Asia does not complete an initial public offering by the specified date; and (c) carrying out a 5,000 meter drilling program in an area outside of the current project resource area within 18 months.  The Company received the initial $2,500 under the Additional Option Agreement and recorded these proceeds as a cost recovery against the carrying value of the Awak Mas gold project until the carrying value was reduced to zero.  The proceeds received in excess of the carrying value of the project were recorded as a realized gain of $934 during the six months ended June 30, 2012.

 

If Awak Mas Holdings completes the undertakings required in the JV Agreement and the Additional Option Agreement, it will hold an 80% indirect interest in the Awak Mas gold project.

 

As of June 30, 2012 and December 31, 2011, we recorded restricted cash of $93 and $134, respectively, related to cash at the Awak Mas gold project contributed by Pan Asia but not yet spent for the furtherance of the project.

 

6. Plant and Equipment

 

		June 30, 2012									December 31, 2011
		Cost			Accumulated depreciation and write downs			Net			Cost			Accumulated depreciation and write downs			Net
Concordia, Mexico		$	18,247		$	100		$	18,147		$	18,238		$	92		$	18,146
Awak Mas, Indonesia		242			200			42			233			171			62
Mt. Todd, Australia		2,220			878			1,342			1,660			689			971
Guadalupe de los Reyes, Mexico		20			1			19			—			—			—
Corporate, United States		422			408			14			430			377			53
		$	21,151		$	1,587		$	19,564		$	20,561		$	1,329		$	19,232

 

As part of the Earn-in Right Agreement, Vista has granted Invecture the option to cause DZ Mexico to acquire the mill equipment for $16,000 plus certain storage, insurance and transportation costs and any applicable taxes provided that notice of exercise is received no later than February 7, 2013.

 

7. Long-Term Investments

 

Midas Gold Corp. Combination

 

In April 2011, Vista completed a combination (the “Combination”) with Midas Gold, Inc.  As part of the Combination, each party contributed their respective interests in gold assets in the Yellow Pine-Stibnite District in Idaho to a new Canadian private company named Midas Gold Corp. (“Midas Gold”). In exchange for the contribution of its equity interests in Idaho Gold Holding Company, Vista Gold U.S., Inc. (“Vista US”) was issued 30,402,615 common shares in the capital of Midas Gold (“Midas Gold Shares”).  Concurrently with the Combination, Midas Gold completed a private placement of 6,129,800 Midas Gold Shares at a purchase price of C$2.50 ($2.59 based on the exchange rate on April 6, 2011) per share to raise gross proceeds of C$15,325 ($15,876 based on the exchange rate on April 6, 2011) (the “Private Placement”).  We purchased 1,400,000 Midas Gold Shares through the Private Placement for an aggregate purchase price of C$3,500 ($3,632 based on the exchange rate on April 6, 2011). Following completion of the Combination and the Private Placement, Vista and Vista US together held 31,802,615 Midas Gold Shares representing as at April 6, 2011 approximately 37.4% (basic) and 34.2% (fully diluted basis) of the issued and outstanding Midas Gold Shares.

 

On July 14, 2011, Midas Gold completed an initial public offering (“IPO”), issuing 13,930,855 Midas Gold Shares.  Midas Gold Shares

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in U.S. dollars and in thousands, except per share and per ounce unless otherwise noted)

 

began trading on the Toronto Stock Exchange (“TSX”) under the symbol “MAX.”  As of March 31, 2012, which represents Midas Gold’s latest available financial data as of the filing date of this quarterly report, Midas had 114,466,936 common shares outstanding of which Vista owns 31,802,615 common shares or 27.8% of the issued and outstanding Midas Gold Shares.

 

Upon initial recognition of its investment in the Midas Gold Shares, Vista elected to apply the fair value option, and as such, the investment is recorded at fair value in the Consolidated Balance Sheets.  Subsequent changes in fair value are recorded in the Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) in the period in which they occur.  The difference between the fair value of the 30,402,615 Midas Gold Shares and the carrying value of our Yellow Pine assets has been recorded as a gain on disposal of mineral property given that Vista ceased to have a controlling financial interest in the Yellow Pine gold project upon completion of the Combination.

 

The Combination with Midas Gold was a tax-free reorganization for U.S. tax purposes.  However, upon completion of the Combination, Vista US received Midas Gold Shares with a fair value that was determined to be $78,872.  The corresponding estimated deferred tax expense of $29,675 at the time of the Combination exceeded the valuation allowance of $6,086 for Vista US.  Therefore, the valuation allowance against Vista US’s deferred tax asset was released upon receipt of the Midas Gold Shares.    During the six months ended June 30, 2012, we recorded an unrealized loss on the Midas Gold Shares of $42,316 with a corresponding US tax benefit of $15,724.  The tax calculation is based on an effective rate of 38.87% (US Federal — 35% and state — 3.87%).  As of June 30, 2012, the fair value of the Midas Gold Shares was $77,535.

 

Because management intends to hold this investment for the long term, we have classified our investment in the Midas Gold Shares as a long-term investment.

 

Summarized financial information for Midas Gold as of March 31, 2012 and for the twelve months then ended, which represents Midas Gold’s latest available financial data as of the filing date of this quarterly report, prepared in accordance with International Financial Reporting Standards for interim financial statements is as follows.

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in U.S. dollars and in thousands, except per share and per ounce unless otherwise noted)

 

Midas Gold Corp. Condensed Consolidated Interim Statements of Financial Position

 

		March 31, 2012
Assets
Current assets
Cash and cash equivalents		$	61,855
Trade and other receivables		290
Prepaid expenses		99
Total current assets		62,244
Non-current assets
Buildings and equipment		2,951
Exploration and evaluation assets		129,679
Reclamation bond		18
Total non-current assets		132,648
Total assets		$	194,892
Liabilities and Equity
Current liabilities
Trade and other payables		$	3,569
Current portion of notes payable		182
Accrued interest		18
Total current liabilities		3,769
Non-current liabilities
Long-term portion of notes payable		561
Total liabilities		4,330
Equity
Share capital		193,509
Equity reserve		13,787
Deficit		(16,734		)
Total equity		190,562
Total liabilities and equity		$	194,892

 

Midas Gold Corp. Condensed Consolidated Statements of Net Loss

 

		Three Months Ended
		March 31,			December 31,			September 30,			June 30,
		2012			2011			2011			2011
Operating expense		$	(2,927	)	$	(3,949	)	$	(2,988	)	$	(3,349	)
Other income/(expense)		482			1,645			(3,768		)	(52		)
Net loss		$	(2,445	)	$	(2,304	)	$	(6,756	)	$	(3,401	)
Net loss per share, basic and diluted		$	(0.02	)	$	(0.02	)	$	(0.07	)	$	(0.04	)
Weighted average number of shares outstanding, basic and diluted		107,008,000			105,248,000			102,557,000			86,903,000

 

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VISTA GOLD CORP. (An Exploration Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in U.S. dollars and in thousands, except per share and per ounce unless otherwise noted)

 

8. Capital Stock

 

Common shares issued and outstanding

 

		Number of shares issued
As of December 31, 2011		71,503,883
Exercises of compensation options		225,000
Exercises of compensation warrants		478,261
As of June 30, 2012		72,207,144

 

Public Offering, April 2011

 

On April 20, 2011, GMP Securities L.P. and Wellington West Capital Markets Inc. (collectively, the “Underwriters”) purchased 9,000,000 of our common shares at a price of C$3.30 ($3.43 based on the exchange rate on April 20, 2011) per common share (the “Issue Price”) for aggregate gross proceeds of C$29,700 ($30,870 based on the exchange rate on April 20, 2011) (the “Offering”).  Net cash proceeds after legal and regulatory fees were $28,984.  Also, in connection with the Offering, we issued 450,000 compensation options to the Underwriters with a fair value of $588 (see Note 9).  The common shares were sold by way of a prospectus supplement to our existing base shelf prospectus dated April 27, 2009 and filed with the securities commissions in all of the provinces and territories of Canada (other than the Province of Québec) and in the United States by way of a prospectus supplement to our shelf prospectus included in our shelf registration statement filed with the United States Securities and Exchange Commission (“SEC”) on April 28, 2009.  On May 20, 2011, an over-allotment option expired unexercised.  On March 13, 2012, Wellington exercised 225,000 of the aforementioned compensation options and received 225,000 shares of Vista Gold Corp. at a price of C$3.30 which resulted in proceeds of $733 to the Company.  On April 18, 2012, the Company received $1,100 in proceeds from the issue of 478,261 common shares of Vista Gold Corp. at a price of $2.30 resulting from an exercise of 478,261 compensation warrants.

 

9. Additional Paid-in Capital

 

		Warrants			Stock based compensation			Compensation options			Other paid-in capital			Total additional paid-in capital
As of December 31, 2011		$	10,288		$	5,065		$	588		$	8,729		$	24,670
Warrant exercise		(464		)	—			—			464			—
Stock options expensed		—			442			—			—			442
Restricted stock units expensed		—			1,550			—			—			1,550
Compensation options exercised		—			—			(294		)	294			—
As of June 30, 2012		$	9,824		$	7,057		$	294		$	9,487		$	26,662

 

Warrants

 

Warrant activity is summarized in the following table:

 

		Warrants outstanding		Valuation			Weighted average exercise price per share			Weighted average remaining life (yrs.)		Intrinsic value
As of December 31, 2011		15,850,238		$	10,288		$	3.45		3.7		$	485
Exercised		(478,261	)	$	(464	)
As of June 30, 2012		15,371,977		$	9,824		$	3.49		3.3		$	93

 

The 15,371,977 outstanding warrants expire in the following time frames: 152,175 warrants expire in October 2012 and 15,219,802 expire in October 2015.

 

14