UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 28, 2015

 

 

ALLIED NEVADA GOLD CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware		1-33119		20-5597115
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

9790 Gateway Drive, Suite 200 Reno, Nevada		89521
(Address of principal executive offices)		(Zip Code)

(775) 358-4455

(Registrant’s Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 7.01.

Regulation FD Disclosure.

As previously disclosed, on March 10, 2015, Allied Nevada Gold Corp. (the “Company” or “Allied Nevada”), a Delaware corporation, and certain of its domestic direct and indirect subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). During the pendency of the Chapter 11 Cases, the Debtors are operating their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

On May 28, 2015, the Debtors filed their monthly operating report for April 2015 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Monthly Operating Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not otherwise subject to the liabilities of that section, and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing

Cautionary Statement Regarding Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Chapter 11 Cases and is in a format acceptable to the U.S. Trustee. The

 

2

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forecasts contained in the Monthly Operating Report reflect estimates and assumptions made by management of the Company. Consequently, it is likely that actual results will differ from those reflected in the Monthly Operating Report and such differences may be significant. The Company has not made and does not make any representation to any person regarding the Company’s future results. Furthermore, the Company is not required to publicly update the Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events, including if the facts, estimates and assumptions upon which the Monthly Operating Report is based are erroneous. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment (which may be material) and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act, the Exchange Act (and the equivalent under Canadian securities laws) and the Private Securities Litigation Reform Act (the “PSLRA”) or in releases made by the U.S. Securities and Exchange Commission, all as may be amended from time to time. This cautionary statement is being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefit of the “safe harbor” provisions of such laws. All statements, other than statements of historical fact, included herein or incorporated by reference, that address activities, events or developments that we expect or anticipate will or may occur in the future, are forward-looking statements. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe”, “project”, “target”, “budget”, “may”, “can”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to”, or other similar words, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intentions. Forward-looking statements address activities, events or developments that Allied Nevada expects or anticipates will or may occur in the future, and are based on current expectations and assumptions. These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements, and include, but are not limited to the potential adverse effect of the Chapter 11 Cases on the Debtors’ business, financial condition or results of operations, including the Debtors’ ability to maintain contracts and other business relationships that are critical to the Debtors’ business and the actions and decisions of the Debtors’ creditors and other third parties with interests in the Chapter 11 Cases; the Debtors’ ability to conduct the Chapter 11 Cases on the terms set forth herein; the Debtors’ ability to maintain adequate liquidity to fund the Debtors’ operations during the Chapter 11 Cases and to fund a plan of reorganization and thereafter,

 

3

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including obtaining sufficient debtor in possession financing and exit financing; whether the holders of the Debtors’ liabilities and/or securities receive any value for their interests; and the Debtors’ ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases prosecuted from time to time; and other factors discussed in Allied Nevada’s filings with the SEC including Allied Nevada’s latest Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its other recent SEC filings (and Canadian filings). Although Allied Nevada has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results, performance and achievements and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not intend to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

 

Item 8.01.

Other Events.

In connection with the Chapter 11 Cases, on March 12, 2015, the Company entered into a Secured Multiple Draw Debtor in Possession Credit Agreement (the “DIP Credit Agreement”), among the Company, as borrower, the direct and indirect subsidiaries of the Company party thereto from time to time, as guarantors, Wilmington Savings Funds Society, FSB, as administrative agent, and collateral agent and the lenders from time to time party thereto. On May 21, 2015 and May 29, 2015, respectively, the Company obtained additional waivers from the majority DIP lenders, providing that it shall not constitute a default or event of default if the Company fails to comply with certain covenants under the DIP Credit Agreement for each of periods from (i) May 21, 2015 through May 26, 2015 and (ii) May 26, 2015 through June 5, 2015, respectively. The Company and its DIP lenders are continuing discussions regarding a definitive waiver under the DIP Credit Agreement.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.		Exhibit
Exhibit 99.1		Monthly Operating Report

 

4

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: May 29, 2015						Allied Nevada Gold Corp.
						By:		/s/ Stephen M. Jones
								Stephen M. Jones
								Executive Vice President and Chief Financial Officer

 

5

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Exhibit Index

 

Exhibit No.		Exhibit
Exhibit 99.1		Monthly Operating Report

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:		Chapter 11
Allied Nevada Gold Corp., et al.		Case No. 15-10503
Debtors

MONTHLY OPERATING REPORT

For the Period April 1, 2015 through April 30, 2015

 

REQUIRED DOCUMENTS		Form No.		Document Attached		Explanation Attached		Attestation Attached
Schedule of Cash Receipts and Disbursements		MOR-1		X
Bank Account Reconciliations		MOR-1a						X
Bank Account Balances		MOR-1a		X
Schedule of Professional Fees Paid		MOR-1b		X
Statement of Operations		MOR-2		X
Balance Sheet		MOR-3		X
Status of Postpetition Taxes		MOR-4						X
Summary of Unpaid Postpetition Debts		MOR-4		X
Accounts Receivable Reconciliation and Aging		MOR-5		X
Debtor Questionnaire		MOR-5		X

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

 

/s/ Stephen M. Jones				May 28, 2015
Signature of Authorized Individual*				Date
Stephen M. Jones				Executive VP, CFO, and Secretary
Printed Name of Authorized Individual				Title of Authorized Individual

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UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In. Re:		Chapter 11
Allied Nevada Gold Corp., et al.		Case No. 15-10503
Debtors

 

General Notes

 

1.	Introduction

On March 10, 2015 (the” Commencement Date”), Allied Nevada Gold Corp. (“Allied”) and certain affiliates (collectively with Allied, the “Debtors¹”), each filed a voluntary petition for relief commencing cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware. The Debtors continue to operate their business and manage their properties as debtors in possession pursuant to Bankruptcy Code sections 1107 and 1108. On March 19, 2015, the United States Trustee for the District of Delaware appointed a statutory committee of creditors pursuant to Bankruptcy Code section 1102(a) and 1102(b). On April 10, 2015, the U.S. Trustee appointed a statutory committee of equity security holders pursuant to Bankruptcy Code section 1102. Information contained herein may differ from that contained in the pleadings filed by the Debtors on the Commencement Date due to more accurate information having become available since the Commencement Date.

 

2.

GAAP

The financial statements and supplemental information contained herein are preliminary and unaudited, and may not comply with generally accepted accounting principles in the United States of America (“GAAP”) in all material respects. In addition, the financial statements and supplemental information contained herein represent information for the Debtors only and exclude all non-Debtor affiliates.

The unaudited financial statements have been derived from the Debtors’ books and records. This information, however, has not been subject to certain procedures that would typically be applied to financial information in accordance with GAAP. Upon application of such procedures, the Debtors believe that the financial information could be subject to change, which could be material. The information furnished in this report includes primarily normal recurring adjustments but does not include all adjustments that would typically be made for financial statements in accordance with GAAP.

 

3.	General Methodology

The Debtors prepared this Monthly Operating Report (“MOR”) relying primarily upon the information set forth in their books and records. Consequently, certain transactions that are not identified in the normal course of business in the Debtors’ books and records may not be included in

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this MOR. Nevertheless, in preparing this MOR, the Debtors made reasonable efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been identified therein.

 

4.	Past Performance

The results of operations contained herein are not necessarily indicative of results that may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.

 

5.	Prepetition vs. Postpetition Liabilities

The Debtors allocated liabilities between prepetition and postpetition periods based upon the information available at the time of, and research conducted in connection with, the preparation of this MOR. As additional information becomes available and further research is conducted, the Debtors’ allocation of liabilities between prepetition and postpetition periods may change. The liability information, except as otherwise noted, is listed as of the close of business as of the end of April 2015. Accordingly, the Debtors reserve all rights to amend, supplement or otherwise modify this MOR as necessary and appropriate.

 

6.

Insurance

To the best of the Debtors’ knowledge, all premiums for insurance policies are current.

 

7.	Book Value of Assets

Unless otherwise indicated, the values for the assets contained in this MOR are book values as of the end of April 2015. Amounts ultimately realized from the disposition of the Debtors’ assets may materially vary from the stated book value. Thus, unless otherwise noted, this MOR reflects the carrying values of the assets as recorded on the Debtors’ books and records as of the end of April 2015 and are not based upon any estimate of such assets’ current market values. The Debtors reserve the right to amend or adjust the value of each asset herein.

 

8.	Liabilities Subject to Compromise

As a result of commencing the Chapter 11 Cases, the payment of prepetition indebtedness is subject to compromise or other treatment under a chapter 11 reorganization plan. Generally, actions to enforce or otherwise effect payment of prepetition liabilities are stayed.

The filing of the Chapter 11 Cases constituted an event of default under, or otherwise triggered repayment obligations with respect to, a number of debt instruments and agreements relating to direct and indirect financial obligations of the Debtors (collectively, the “Prepetition Debt”). As a result, obligations under the Prepetition Debt became automatically and immediately due and payable. The Debtors believe that any efforts to enforce the payment obligations under the Prepetition Debt have been stayed as a result of the filing of the Chapter 11 Cases.

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9.	Liabilities Not Subject to Compromise

The Debtors have been paying and intend to continue to pay undisputed postpetition claims in the ordinary course of business.

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UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:		Chapter 11
Allied Nevada Gold Corp., et al.		Case No. 15-10503
Debtors

 

MOR-1

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS¹

For the Period April 1, 2015 through April 30, 2015

 

		Bank Accounts								Current Month				Cumulative Filing to Date
		Hycroft Resources & Development Inc.				Allied Nevada Gold Corp.				ACTUAL				ACTUAL
CASH BEGINNING OF PERIOD			9,524,540.94				31,648,861.21				41,173,402.15				3,722,605.63
RECEIPTS
CASH SALES			11,744,972.80								11,744,972.80				28,629,628.82
ACCOUNTS RECEIVABLE			335,339.00								335,339.00				2,151,274.75
TRANSFERS BETWEEN ACCOUNTS			6,000,000.00				-6,000,000.00				0.00				0.00
SALE OF ASSETS											0.00				0.00
OTHER (ATTACH LIST)							309,000.00				309,000.00				323,494.46
TRANSFERS (FROM DIP ACCTS)											0.00				35,000,000.00
TOTAL RECEIPTS			18,080,311.80				-5,691,000.00				12,389,311.80				66,104,398.03
DISBURSEMENTS
NET PAYROLL			2,564,536.87				209,769.11				2,774,305.98				4,093,430.11
PAYROLL TAXES			751,098.53				102,303.91				853,402.44				1,434,504.50
BENEFITS (INS, 401K, FSA)			246,574.16				647,952.57				894,526.73				1,724,739.06
SALES, USE, & OTHER TAXES							998,222.29				998,222.29				1,061,236.21
SECURED/ RENTAL/ LEASES			3,771,345.21								3,771,345.21				5,586,443.30
BANK FEES (INCLUDING DIP FEES)							3,454.15				3,454.15				835,623.95
LOAN INTEREST							175,554.16				175,554.16				286,387.50
VENDOR DISBURSEMENTS			18,985,652.33				466,688.35				19,452,340.68				29,175,810.18
OTHER (ATTACH LIST)											0.00				317,000.00
TRANSFERS (TO DIP ACCTS)											0.00				0.00
PROFESSIONAL FEES							975,616.05				975,616.05				1,647,882.59
U.S. TRUSTEE QUARTERLY FEES											0.00				0.00
COURT COSTS											0.00				0.00
TOTAL DISBURSEMENTS			26,319,207.10				3,579,560.59				29,898,767.69				46,163,057.40
NET CASH FLOW			-8,238,895.30				-9,270,560.59				-17,509,455.89				19,941,340.63
(RECEIPTS LESS DISBURSEMENTS)
CASH-END OF PERIOD			1,285,645.64				22,378,300.62				23,663,946.26				23,663,946.26

 

1

There was no activity in the reporting period for the following Debtors: Victory Exploration Inc., Victory Gold Inc., Allied Nevada Gold Holdings LLC, Allied VGH Inc., Allied VNC Inc., Hasbrouck Production Company LLC, ANG Pony LLC, ANG Northeast LLC, ANG North LLC, ANG Eureka LLC, ANG Cortex LLC, and ANG Central LLC.

THE FOLLOWING SECTION MUST BE COMPLETED

Allied Nevada Gold Corp.

 

DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT MONTH ACTUAL COLUMN)
TOTAL DISBURSEMENTS			3,579,560.59
LESS: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS			0
PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts)			0
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES			3,579,560.59

Hycroft Resources & Development, Inc.

 

DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT MONTH ACTUAL COLUMN)
TOTAL DISBURSEMENTS			26,319,207.10
LESS: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS			0
PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts)			0
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES			26,319,207.10

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UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:		Chapter 11
Allied Nevada Gold Corp., et al.		Case No. 15-10503
Debtors

 

MOR-1

SCHEDULE OF CASH RECEIPTS & DISBURSEMENTS - OTHER EXPLANATIONS

For the Period April 1, 2015 through April 30, 2015

 

BREAKDOWN OF “OTHER” CATEGORY		Current Month				Cumulative Filing to Date
Hycroft Resources & Development, Inc. Other Deposits
United States Treasury			0.00				1,161.47
Napa Rebate			0.00				1,900.50
Southwest Gas Refund			0.00				169.13
ADP Payroll Refund			0.00				1,033.16
			0.00				4,264.26
Allied Nevada Gold Corp. Other Deposits
United States Treasury			0.00				5,470.55
Discovery Benefits Cobra Reimbursements			0.00				1,594.60
Advanced Mineral Royalty Reciept			0.00				3,000.00
National Bank of Canada Interest			0.00				165.05
Transfer from Adequate Insurance Account			309,000.00				309,000.00
			0.00				319,230.20
Allied Nevada Gold Corp. Other Disbursements
Transfer to Adequate Insurance Account			0.00				317,000.00

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May 28, 2015

Office of the United States Trustee

Subject: Attestation Regarding Bank Account Reconciliations

The Debtors hereby submit this attestation regarding bank account reconciliations in lieu of providing copies of bank statements and copies of all reconciliations.

The Debtors have, on a timely basis, performed all bank account reconciliations in the ordinary course of its business. Copies of the bank account statements and reconciliations are available for inspection upon request by the office of the United States Trustee.

 

 

Sworn to and Subscribed Before me on this 28 Day of May, 2015
/s/ Brandy King
Notary Public
My Commission Expires: 4/29/19

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UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

 

 

In Re:			Chapter 11
Allied Nevada Gold Corp., et al.			Case No. 15-10503
Debtors

 

MOR-1a

SCHEDULE OF BANK ACCOUNTS AND BALANCES

As of April 30, 2015

 

Case #		Related Entity		Bank Name		Bank Account Ending In:				Balance1
15-10503		Allied Nevada Gold Corp.		Wells Fargo Bank			6528				0.00
15-10503		Allied Nevada Gold Corp.		Wells Fargo Bank			6536				22,369,300.62
15-10503		Allied Nevada Gold Corp.		Wells Fargo Bank			9536				9,000.00
15-10503		Allied Nevada Gold Corp.		Scotiabank			1210				0.00
15-10514		Hycroft Resources & Development, Inc.		Wells Fargo Bank			6544				0.00
15-10514		Hycroft Resources & Development, Inc.		Wells Fargo Bank			6551				1,285,645.64
							Total				23,663,946.26

 

1	Book balance per the Debtors’ general ledger.

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UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

 

 

In Re:		Chapter 11
Allied Nevada Gold Corp., et al.		Case No. 15-10503

Debtors

 

MOR-1b

SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID

For the Period April 1, 2015 through April 30, 2015

 

Payee		Period Covered				Amount Approved				Payor				Check								Current Month								Cumulative Filing to Date
														Number				Date				Fees				Expenses				Fees				Expenses
Stroock & Stroock & Lavan																															670,655.50				1,611.04
Wachtell, Lipton, Rosen, & Katz			2/09/2015 - 2/28/2015				122,642.57				Allied Nevada				Wire				4/01/2015				122,220.00				422.57				122,220.00				422.57
RPA Advisors LLC			2/01/2015 - 3/09/2015				295,603.50				Allied Nevada				Wire				4/01/2015				288,027.50				7,576.00				288,027.50				7,576.00
Houlihan Lokey Capital Inc.			3/24/2015 - 4/23/2015				150,411.80				Allied Nevada				Wire				4/06/2015				150,000.00				411.80				150,000.00				411.80
Paul Hastings LLP			8/07/2014 - 3/13/2015				406,958.18				Allied Nevada				Wire				4/09/2015				389,618.75				17,339.43				389,618.75				17,339.43
																							949,866.25				25,749.80				1,620,521.75				27,360.84

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UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

 

 

In Re:		Chapter 11
Allied Nevada Gold Corp., et al.		Case No. 15-10503
Debtors

 

MOR-2

STATEMENTS OF OPERATIONS¹

For the Period April 1, 2015 through April 30, 2015

(Unaudited)

 

		Allied Nevada Gold Holdings LLC				Allied Nevada Gold Corp.				Hycroft Resources & Development, Inc.				Allied VNC, Inc.				Victory Gold, Inc.				Elimination				Debtors Consolidated
Revenue		$	—			$	—			$	13,876,160			$	—			$	—			$	—			$	13,876,160
Operating expenses:
Production costs			—				—				9,678,012				—				—				—				9,678,012
Depreciation and amortization			—				76,832				2,167,444				—				—				—				2,244,276
Write-down of production inventories			—				—				—				—				—				—				—
Total cost of sales			—				76,832				11,845,456				—				—				—				11,922,288
Exploration, development, and land holding			89,139				65,807				37,082				1,022				—				—				193,051
Accretion			—				—				84,527				—				—				—				84,527
General and administrative			—				1,318,984				233,176				—				—				—				1,552,160
Loss on assets classified as held for sale and asset dispositions, net			—				—				365,739				—				—				—				365,739
Reorganization items, net:
Currency swap valuation adjustment			—				—				—				—				—				—				—
Notes carrying value adjustment			—				—				—				—				—				—				—
Legal and professional fees			—				3,030,586				—				—				—				—				3,030,586
Diesel swaps valuation adjustment			—				—				—				—				—				—				—
Warrant liability adjustment			—				—				—				—				—				—				—
Loss from operations			(89,139	)			(4,492,209	)			1,310,180				(1,022	)			—				—				(3,272,191	)
Other income (expense):
Interest income			—				8,548				—				—				—				—				8,548
Interest expense			—				(673,645	)			(562,854	)			—				—				—				(1,236,499	)
Other, net			—				1,856				—				—				—				—				1,856
Loss before income taxes			(89,139	)			(5,155,451	)			747,327				(1,022	)			—				—				(4,498,286	)
Income taxes			—				—				—				—				—				—				—
Net loss		$	(89,139	)		$	(5,155,451	)		$	747,327			$	(1,022	)		$	—			$	—			$	(4,498,286	)

 

1	There was no activity in the reporting period for the following Debtors: Victory Exploration Inc., Allied VGH Inc., Hasbrouck Production Company LLC, ANG Pony LLC, ANG Northeast LLC, ANG North LLC, ANG Eureka LLC, ANG Cortex LLC, and ANG Central LLC.

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UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

 

 

In Re:			Chapter 11
Allied Nevada Gold Corp., et al.			Case No. 15-10503
Debtors

 

MOR-3

BALANCE SHEETS¹

As of April 30, 2015

(Unaudited)

 

		Allied Nevada Gold Holdings LLC				Allied Nevada Gold Corp.				Hycroft Resources & Development, Inc.				Allied VNC, Inc.				Victory Gold, Inc.				Elimination				Debtors Consolidated
Assets:
Cash and cash equivalents		$	—			$	22,378,301			$	1,285,646			$	—			$	—			$	—			$	23,663,946
Accounts receivable			—				—				2,873,803				—				—				—				2,873,803
Inventories			—				—				17,435,755				—				—				—				17,435,755
Ore on leachpads, current			—				—				215,443,564				—				—				—				215,443,564
Prepaids and other			370,215				2,152,795				4,955,654				42,891				—				—				7,521,554
Assets held for sale			16,378,355				—				44,357,303				1,121,644				—				—				61,857,302
Deferred tax assets, current			—				—				—				—				—				—				—
Current assets			16,748,570				24,531,095				286,351,724				1,164,535				—				—				328,795,924
Restricted cash			—				—				38,147,218				—				—				—				38,147,218
Ore on leachpads, non-current			—				—				88,314,760				—				—				—				88,314,760
Other assets, non-current			—				1,650,540				315,980				—				—				—				1,966,519
Plant, equipment, and mine development, net			—				350,550				423,967,256				—				—				—				424,317,806
Mineral properties, net			—				—				13,844,586				—				—				—				13,844,586
Investment in subsidiary			66,549,819				25,000				(9,071,738	)			(3,807,909	)			(2,860,022	)			(50,835,150	)			—
Deferred tax assets, non-current			—				—				—				—				—				—				—
Intercompany receivable			—				1,001,574,989				—				—				3,501,338				(1,005,076,327	)			—
Total assets			83,298,389				1,028,132,174				841,869,786				(2,643,374	)			641,316				(1,055,911,477	)			895,386,814
Liabilities not subject to compromise:
Accounts payable			—				5,047,012				13,624,383				—				—				—				18,671,395
Interest payable			—				469,011				—				—				—				—				469,011
Other liabilities, current			—				86,815,189				1,000,004				—				—				—				87,815,193
Debt, current			—				100,236,388				132,964,422				—				—				—				233,200,810
Deferred tax liabilities, current			—				—				—				—				—				—				—
Asset retirement obligation, current			—				—				—				—				—				—				—
Current liabilities not subject to compromise			—				192,567,599				147,588,809				—				—				—				340,156,408
Other liabilities, non-current			559,011				55,596				5,188,329				—				557,645				—				6,360,580
Debt, non-current			—				—				—				—				—				—				—
Asset retirement obligation, non-current			—				—				20,271,349				—				—				—				20,271,349
Deferred tax liabilities, non-current			—				—				—				—				—				—				—
Intercompany payable			84,884,872				—				919,928,721				262,734				—				(1,005,076,327	)			—
Total liabilities not subject to compromise			85,443,883				192,623,195				1,092,977,208				262,734				557,645				(1,005,076,327	)			366,788,338
Liabilities subject to compromise:
Senior notes			—				316,640,001				—				—				—				—				316,640,001
Accounts payable			—				1,708,403				14,291,597				—				—				—				16,000,000
Term and security deposit loan			—				—				17,974,000				—				—				—				17,974,000
Interest payable			—				7,515,000				1,621,000				—				—				—				9,136,000
Accrued compensation and benefits			—				35,000				1,035,000				—				—				—				1,070,000
Currency swap derivative instrument			—				891,000				—				—				—				—				891,000
Total liabilities subject to compromise			—				326,789,404				34,921,597				—				—				—				361,711,001
Total Liabilities			85,443,883				519,412,599				1,127,898,805				262,734				557,645				(1,005,076,327	)			728,499,339
Stockholders’ Equity:
Common stock			—				125,990				—				—				—				—				125,990
Additional paid-in capital			77,328,475				749,813,881				62,037,260				—				309,583				(116,008,140	)			773,481,059
Accumulated other comprehensive income			—				—				—				—				—				—				—
(Accumulated deficit) retained earnings			(79,473,969	)			(241,220,296	)			(348,066,280	)			(2,906,108	)			(225,912	)			65,172,990				(606,719,575	)
Total stockholders’ equity			(2,145,494	)			508,719,575				(286,029,019	)			(2,906,108	)			83,671				(50,835,150	)			166,887,475
Total liabilities and stockholders’ equity		$	83,298,389			$	1,028,132,174			$	841,869,786			$	(2,643,374	)		$	641,316			$	(1,055,911,477	)		$	895,386,814

 

1	There was no activity in the reporting period for the following Debtors: Victory Exploration Inc., Allied VGH Inc., Hasbrouck Production Company LLC, ANG Pony LLC, ANG Northeast LLC, ANG North LLC, ANG Eureka LLC, ANG Cortex LLC, and ANG Central LLC.

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May 28, 2015

Office of the United States Trustee

Subject: Attestation Regarding Postpetition Taxes

The Debtors hereby submit this attestation regarding postpetition taxes.

The Debtors are current on all of their postpetition tax obligations to the extent that the taxes are not in dispute or subject to reconciliation. To the best of my knowledge, there are no material tax disputes or reconciliations.

 

 

Sworn to and Subscribed Before me on this 28 Day of May, 2015
/s/ Brandy King
Notary Public
My Commission Expires: 4/29/19

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UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

 

 

In Re:		Chapter 11
Allied Nevada Gold Corp., et al.		Case No. 15-10503
Debtors

 

MOR-4

UNPAID POSTPETITION PAYABLES¹

As of April 30, 2015

 

		Number of Days Past Due
		Current				0-30				31-60				61-90				Over 90				Total
Allied Nevada Gold Corp. Accounts Payable		$	5,047,012				0				0				0				0			$	5,047,012
Hycroft Resources & Development, Inc. Accounts Payable		$	13,624,383				0				0				0				0			$	13,624,383
Total Postpetition Debts		$	18,671,395				0				0				0				0			$	18,671,395

 

1	Other than the Debtors referenced above, no other Debtors had unpaid postpetition accounts payable balances as of April 30, 2015.

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UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

 

 

In Re:		Chapter 11
Allied Nevada Gold Corp., et al.		Case No. 15-10503
Debtors

 

MOR-5

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING¹

For the Period April 1, 2015 through April 30, 2015

 

Hycroft Resources & Development, Inc. Accounts Receivable Reconciliation		Amount
Total Accounts Receivable at the beginning of the reporting period			901,582
+ Amounts billed during the period			13,527,842
- Amounts collected during the period			-11,555,622
Total Accounts Receivable at the end of the reporting period			2,873,803
Hycroft Resources & Development, Inc. Accounts Receivable Aging		Amount
0 - 30 days old			2,463,952
31 - 60 days old			0
61 - 90 days old			304,123
91 + days old			105,728
Total Accounts Receivable			2,873,803
Amount considered uncollectible (Bad Debt)			0
Accounts Receivable (Net)			2,873,803

Accounts Receivable are routinely collected from 60 to 180 days after sales due to significant time to agree on the final assays.

 

1	Hycroft Resources & Development, Inc. is the only Debtor with revenues and related accounts receivable.

Debtor Questionnaire

 

Must be completed each month				Yes				No
1.		Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.							X
2.		Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.							X
3.		Have all postpetition tax returns been timely filed? If no, provide an explanation below.			X
4.		Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.			X
5.		Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.							X