Hycroft Mining Corp - FORM 10-Q/A

Hycroft Mining Corp - FORM 10-Q/A - November 4, 2011

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file	filename
EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - Hycroft Mining Corp	d244202dex312.htm
EX-31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - Hycroft Mining Corp	d244202dex311.htm
EX-32.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 906 - Hycroft Mining Corp	d244202dex322.htm
EXCEL - IDEA: XBRL DOCUMENT - Hycroft Mining Corp	Financial_Report.xls
EX-32.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 - Hycroft Mining Corp	d244202dex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

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

For the quarterly period ended March 31, 2011

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

Commission File Number 1-33119

ALLIED NEVADA GOLD CORP.

(Exact name of registrant as specified in its charter)


DELAWARE		20-5597115
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

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

(775) 358-4455

(Registrant’s telephone no., 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 ¨

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 ¨

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

89,330,388 shares of Common Stock, $0.001 par value, outstanding at November 4, 2011

ALLIED NEVADA GOLD CORP.

FORM 10-Q/A

For the Quarter Ended March 31, 2011

INDEX


PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21

ITEM 4.	CONTROLS AND PROCEDURES	21

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	22

ITEM 1A.	RISK FACTORS	22

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	22

ITEM 4.	MINE SAFETY DISCLOSURE	22

ITEM 5.	OTHER INFORMATION	23

ITEM 6.	EXHIBITS	23

	SIGNATURES	24

EXPLANATORY NOTE

Overview

On November 4, 2011 we filed an amended Annual Report on Form 10-K/A for the year ended December 31, 2010. We are also amending herein our previously issued condensed consolidated financial statements for the quarter ended March 31, 2011 and 2010.

As described below and in Note 2, Allied Nevada Gold Corp. is filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, to reclassify our condensed consolidated statements of income and associated disclosures. This amendment is not a restatement and amends the following financial statements and disclosures:

•

Condensed consolidated statements of income for the quarters ended March 31, 2011 and 2010

We amended our disclosure contained in the following sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations:

•

Introductory paragraph,

•

Results of operations, and

•

Critical accounting policies

We modified our disclosure of the following notes to our condensed consolidated financial statements:

•

Note 2: Amendment,

•

Note 4: Inventories, and

•

Note 5: Ore on Leach Pads

There have been no changes from the original Form 10-Q other than those described above. This Amendment No. 1 does not reflect events occurring after the original filing of the Form 10-Q, or modify or update in any way disclosures made in the Form 10-Q other than as described above.

Concurrently, we are also filing an amendment to our second quarter 2011 Form 10-Q to amend our financial statements and associated disclosures as of and for the quarter ended June 30, 2011.

Background

During the fourth quarter of 2011, we determined that our financial statements and related disclosures required amendment to reclassify our income statement presentation and to provide additional information to the users of our financial statements. We determined that the disclosures related to our presentation of cost of sales and our critical accounting policies needed to be revised and expanded. Accordingly, we made the following changes;

•

We reclassified our income statement presentation to report total cost of sales which includes production costs and depreciation and amortization.

•

Stripping costs which had previously been reported separately have been reclassified to production costs.

•

We enhanced our disclosures related to work-in-process inventories to discuss how we selected policies and made estimates and to discuss how selecting different policies and estimates would have impacted our financial statements.

•

We modified our disclosure in Note 5: Ore on Leach Pads, to indicate that all production phase stripping costs are included in inventory and that lower of cost or market principles are applied to inventory balances.

•

We enhanced our revenue recognition disclosures to discuss the point at which sales occur in the production process.

Consistent with the information above, we have revised the following items in this Form 10-Q/A:

Part I

Item 1 – Financial Statements (Unaudited) – As described in the explanatory note, we have amended our condensed consolidated income statements as of and for the quarters ended March 31, 2011 and 2010. We have also added Note 2, explaining the amendment, and renumbered the remaining notes. Conforming changes have also been made to Note 4 (Inventories) and Note 5 (Ore on leach pads).

Item 2 – Management’s Discussion and Analysis of Results of Operations and Financial Condition – We have added an introductory paragraph summarizing the effect of the amendment, we have expanded our discussion of our results of operations and we have updated our critical accounting policies. Additionally, we removed our Outlook section and Non-GAAP measures and other conforming changes were made.

Part II

Item 6 – Exhibits and Financial Statement Schedules

We have provided new Rule 13a-14(a) and Section 1350 certifications from our chief executive officer and chief financial officer. Except to the extent relating to the amendment of our condensed consolidated financial statements described above, the condensed consolidated financial statements and other disclosures in this Form 10-Q/A are unchanged.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

ALLIED NEVADA GOLD CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(US dollars in thousands, except shares)


	(Unaudited)
	March 31, 2011			December 31, 2010
Assets:
Cash and cash equivalents	$	321,080		$	337,829
Inventories - Note 4		10,818			9,978
Ore on leach pads - Note 5		55,400			49,357
Prepaids and other		7,364			7,405
Deferred tax asset, current		4,646			4,655

Current assets		399,308			409,224

Plant and equipment, net - Note 6		80,320			66,081
Mine development costs - Note 7		25,801			18,874
Restricted cash - Note 8		18,935			15,020
Other assets, non-current		2,237			2,292
Mineral properties - Note 9		35,478			35,522
Deferred tax asset, non-current		20,302			20,339

Total assets	$	582,381		$	567,352


Liabilities:
Accounts payable	$	15,115		$	14,924
Amounts due to related parties		10			7
Other liabilities, current - Note 10		1,718			1,732
Capital lease obligations, current - Note 11		5,342			3,215
Asset retirement obligation, current - Note 12		463			463

Current liabilities		22,648			20,341

Capital lease obligations, non-current - Note 11		19,334			11,104
Asset retirement obligation, non-current - Note 12		6,255			6,303
Other accrued liabilities, non-current - Note 13		9,782			6,850

Total liabilities		58,019			44,598


Commitments and Contingencies - Note 20

Shareholders’ Equity:
Common stock - Note 14 ($0.001 par value, 100,000,000 shares authorized, shares issued and outstanding: 89,019,053 at March 31, 2011 and 88,958,989 at December 31, 2010)		89			89
Additional paid-in-capital		584,781			583,354
Accumulated deficit		(60,508	)		(60,689	)

Total shareholders’ equity		524,362			522,754

Total liabilities and shareholders’ equity	$	582,381		$	567,352

The accompanying notes are an integral part of these statements.

ALLIED NEVADA GOLD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(US dollars in thousands, except shares and per share amounts)


	Three months ended March 31,
	2011			2010

Revenue - Note 15	$	31,926		$	23,459

Operating expenses:
Production costs		13,137			9,284
Depreciation and amortization		1,558			1,278

Total cost of sales		14,695			10,562

Exploration and land holding costs		8,060			3,851
Accretion		112			110
Corporate general and administrative		8,701			3,712

Income from operations		358			5,224


Interest income		15			12
Interest expense		(156	)		(95	)
Net foreign exchange gain		34			71
Other income		6			269

Income before income taxes		257			5,481

Income tax expense - Note 16		(76	)		(1,827	)

Net income	$	181		$	3,654


Earnings per share:
Basic - Note 17	$	—		$	0.05
Diluted - Note 17	$	—		$	0.05

The accompanying notes are an integral part of these statements.

ALLIED NEVADA GOLD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(US dollars in thousands)


	Three months ended March 31,
	2011			2010
Cash flows from operating activities:

Net income	$	181		$	3,654

Adjustments to reconcile net income for the period to net cash provided by operating activities:
Depreciation and amortization		1,558			1,278
Accretion		112			110
Stock-based compensation		4,084			1,951
Gain on disposal of assets		(6	)		—
Deferred income taxes		46			1,614
Gain on recognition of deferred income		—			(269	)

Change in operating assets and liabilities:
Inventories		(849	)		(1,999	)
Ore on leach pads		(4,739	)		(5,059	)
Prepaids and other assets		(759	)		(409	)
Accounts payable and amounts due to related parties		194			239
Asset retirement obligation		(161	)		—
Accrued liabilities and other		785			(268	)

Net cash provided by operating activities		446			842


Cash flows from investing activities:
Additions to plant and equipment		(5,487	)		(3,187	)
Additions to mine development costs		(7,196	)		(2,369	)
Increase in restricted cash		(3,914	)		(918	)
Proceeds from other investing activities		40			5

Net cash used in investing activities		(16,557	)		(6,469	)


Cash flows from financing activities:
Proceeds on issuance of common stock		272			322
Repayments of principal on capital lease agreements		(910	)		(328	)

Net cash used financing activities		(638	)		(6	)


Net decrease in cash and cash equivalents		(16,749	)		(5,633	)

Cash and cash equivalents, beginning of period		337,829			91,581


Cash and cash equivalents, end of period	$	321,080		$	85,948


Supplemental cash flow disclosures:
Cash paid for interest	$	244		$	95
Non-cash financing and investing activities:
Mining equipment acquired by capital lease	$	11,267		$	—

The accompanying notes are an integral part of these statements.

ALLIED NEVADA GOLD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(US dollars in thousands, except share amounts)


	Common Stock
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Equity

Balance, January 1, 2010		73,837,267	$	74	$	317,923	$	(94,817	)	$	223,180
Shares issued under stock option plans		67,756		—		322		—			322
Stock-based compensation and RSU plan share issuances		12,000		—		1,030		—			1,030
Net income		—		—		—		3,654			3,654

Balance, March 31, 2010		73,917,023	$	74	$	319,275	$	(91,163	)	$	228,186


Balance, January 1, 2011		88,958,989	$	89	$	583,354	$	(60,689	)	$	522,754
Shares issued under stock option plans		56,064		—		272		—			272
Stock-based compensation and RSU plan share issuances		4,000		—		1,155		—			1,155
Net income		—		—		—		181			181

Balance, March 31, 2011		89,019,053	$	89	$	584,781	$	(60,508	)	$	524,362

The accompanying notes are an integral part of these statements.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, all of the normal and recurring adjustments necessary to fairly present the interim financial information set forth herein have been included. The results of operations for interim periods are not necessarily indicative of the operating results of a full year or of future years.

The preparation of the Company’s Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to estimates of recoverable gold in leach pad inventories; net realizable value of ore on leach pads; the valuation allowances for deferred tax assets; mineral reserves that are the basis for future cash flow estimates utilized in impairment calculations and units of production amortization calculations; environmental, reclamation and closure obligations; and estimates of fair value for asset impairments. The Company bases its estimates on various assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

These interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States and, with the exception of the new accounting pronouncements described in Note 3, follow the same accounting policies and methods of their application as the most recent annual financial statements. These interim financial statements should be read in conjunction with the financial statements and related footnotes included in the Annual Report on Form 10-K of Allied Nevada for the year ended December 31, 2010.

2. Amendment

•

We reclassified our income statement presentation to report total cost of sales which includes production costs and depreciation and amortization.

•

Stripping costs which had previously been reported separately have been reclassified to production costs.

•

We enhanced our revenue recognition disclosures to discuss the point at which sales occur in the production process.

This amendment affects disclosures in Note 2 (Amendment), Note 4 (Inventories), and Note 5 (Ore on leach pads).

3. New Accounting Pronouncements

Fair Value Accounting

In January 2010, the ASC guidance for fair value measurements and disclosure was updated to require additional disclosures related to: i) transfers in and out of level 1 and 2 fair value measurements and ii) enhanced detail in the level 3 reconciliation. The guidance was amended to provide clarity about: i) the level of disaggregation required for assets and liabilities and ii) the disclosures required for inputs and valuation techniques used to measure fair value for both recurring and nonrecurring measurements that fall in either level 2 or level 3. The updated guidance was effective beginning January 1, 2010, with the exception of the level 3 disaggregation which is effective for the Company’s fiscal year beginning January 1, 2011. The adoption of this guidance did not have an impact on the Company’s consolidated financial position, results of operations, or cash flows.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

4. Inventories

The following table provides the components of inventories (in thousands):


	March 31, 2011		December 31, 2010
In-process inventory	$	6,039	$	6,159
Precious metals inventory		356		310
Materials and supplies inventory		4,423		3,509

	$	10,818	$	9,978

In-process inventory and precious metals are carried at the lower of average cost or market. Cost includes mining and process costs including mine site overhead, production phase stripping, and depreciation and amortization relating to mining and process operations.

Materials and supplies are valued at the lower of average cost or net realizable value. Cost includes applicable taxes and freight.

5. Ore on Leach Pads

The following table summarizes ore on leach pads and estimated recoverable gold ounces:


	March 31, 2011		December 31, 2010

Ore on leach pads (in thousands)	$	55,400	$	49,357

Estimated recoverable gold ounces		80,159		77,265

Ore on leach pads is carried at the lower of average cost or market. Cost includes mining and process costs including mine site overhead, production phase stripping costs, and depreciation and amortization relating to mining and process operations. Costs are removed from ore on leach pads as ounces are recovered based on the average cost per estimated recoverable ounce of gold on the leach pad.

6. Plant and Equipment

The following table provides the components of plant and equipment (in thousands):


	Depreciable life or method	March 31, 2011			December 31, 2010
Mine equipment	3 - 10 years	$	74,197		$	59,965
Buildings and leasehold improvements	3 - 10 years		6,003			4,410
Leach pads	Units of Production		19,094			19,094
Furniture, fixtures, and office equipment	2 - 3 years		1,112			1,049
Vehicles	3 - 5 years		1,555			1,447
Construction in progress and other			4,701			3,981

			106,662			89,946
Less: accumulated depreciation			(26,342	)		(23,865	)

		$	80,320		$	66,081

Construction in progress consists of capital items which are not yet completed and placed in service, which as of March 31, 2011, consists primarily of $1.5 million in expenditures for a maintenance building, $1.5 million in expenditures for leach pad expansion, $0.6 million in expenditures for process plant improvements, and $1.1 million in expenditures for other capital items.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

Allied Nevada primarily depreciates its assets using a straight-line method over the useful lives of the assets ranging from two to ten years. The leach pads are depreciated on a units-of-production method based upon estimated recoverable gold ounces from proven and probable reserves.

7. Mine Development Costs

The following table reflects the changes in mine development costs (in thousands):


	Three months ended March 31,
	2011			2010
Balance, beginning of year	$	18,874		$	10,389
Additions:
Mine development drilling and assaying		3,186			2,058
Pre-production stripping costs		3,080			—
EIS study and engineering costs		930			311

Amortization		(269	)		(627	)

Balance, end of period	$	25,801		$	12,131

Mine development costs are amortized using the units-of-production method based upon estimated recoverable gold ounces from proven and probable reserves.

8. Restricted Cash

Allied Nevada is required to collateralize obligations related to reclamation liabilities. Accordingly, the restricted cash balances and changes during the periods are summarized below (in thousands):


	Three months ended March 31,
	2011		2010
Balance, beginning of year	$	15,020	$	14,066
Additions		3,909		909
Interest		6		9

Balance, end of period	$	18,935	$	14,984

In February 2011, we received a notification from the Bureau of Land Management (“BLM”) of a revised total reclamation cost estimate to expand mining operations and address exploration disturbances at the Hycroft Mine. This notification resulted in the Company increasing its surety bond for the benefit of the BLM by $3.9 million, which is collateralized by restricted cash in the same amount.

9. Mineral Properties

The following table summarizes the Company’s mineral properties and changes during the periods (in thousands):


	Three months ended March 31,
	2011			2010

Balance, beginning of year	$	35,522		$	35,845

Amortization - royalty rights		(44	)		(171	)


Balance, end of period	$	35,478		$	35,674

The recoverability of the carrying values of the Company’s mineral properties is dependent upon the successful start-up and commercial production from, or sale, or lease of, these properties and upon economic reserves being discovered or developed on the properties. The Company believes that the fair value of its mineral properties exceeds the carrying value; however, events and circumstances beyond the control of management may mean that a write-down in the carrying values of the Company’s properties may be required in the future as a result of evaluation of gold mineralized material and application of a ceiling test which is based on

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

estimates of gold mineralized material, exploration land values, future advanced minimum royalty payments and gold prices. Royalty rights with a historical total cost of $3.5 million are amortized using the units-of-production method based upon estimated recoverable gold ounces from proven and probable reserves at the Hycroft Mine.

10. Other Liabilities, Current

The following table summarizes the components of other current liabilities (in thousands):


	March 31, 2011		December 31, 2010
Accrued liabilities and other
Accrued compensation	$	815	$	1,016
Contractor holdbacks		360		239
Employment taxes payable		327		397
Other		216		80

Total accrued liabilities and other	$	1,718	$	1,732

11. Capital Lease Obligations

During the three months ended March 31, 2011, the Company entered into three capital leases for the purchase of mining equipment and now has a total of thirteen capital leases, most of which have 60-month terms. The weighted average implicit interest rate for these capital leases is approximately six percent.

Assets under capital leases are included in Plant and Equipment (Note 6) and are summarized in the table below (in thousands):


	March 31, 2011			December 31, 2010
Mine equipment	$	29,079		$	17,212
Less: accumulated depreciation		(3,260	)		(2,471	)

Net assets under capital leases	$	25,819		$	14,741

During the three months ended March 31, 2011, the Company capitalized $0.1 million of interest expense from capital leases.

The following is a summary of the future minimum lease payments under capital leases, together with the present value of the net minimum lease payments as of March 31, 2011 (in thousands):


Fiscal Year	Minimum Lease Payment
2011	$	5,000
2012		6,604
2013		6,324
2014		5,552
2015		4,230
2016		292
Less: interest		(3,326	)

Net minimum lease payments under capital leases		24,676
Less: current portion		(5,342	)

Long-term portion of net minimum lease payments	$	19,334

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

12. Asset Retirement Obligation

Changes to the Company’s asset retirement obligation are summarized below (in thousands):


	Three months ended March 31,
	2011			2010
Balance, beginning of year	$	6,766		$	6,643
Accretion		112			110
Reclamation expenditures		(160	)		—

Balance, end of period		6,718			6,753
Less: current portion		(463	)		(476	)

Non-current portion	$	6,255		$	6,277

Reclamation obligations are secured by surety bonds or irrevocable standby letters of credit in amounts determined by applicable federal and state regulatory agencies. These surety bonds and irrevocable standby letters of credit are in turn secured by cash collateral. See Note 8 “Restricted Cash”.

13. Other Accrued Liabilities, Non-Current

As of March 31, 2011, other accrued liabilities totaled $9.8 million, of which $9.2 million was for the Company’s Deferred Phantom Unit Plan (the “DPU Plan”).

The DPU Plan was adopted by the Board of Directors in April 2009. Under the DPU Plan, non-executive directors receive a portion of their annual compensation in DPUs quarterly. Each DPU has the same value as one Allied Nevada common share. DPUs must be retained until the director leaves the Board, at which time the value of the DPU will be paid out in cash. In the event dividends are declared and paid, additional DPUs would be credited to reflect dividends paid on Allied Nevada’s common shares.

The following table summarizes the number of the Company’s DPUs and changes during the periods:


	Three months ended March 31,
	2011		2010
Outstanding, beginning of year		238,000		131,250
Granted		21,000		43,750

Outstanding, end of period		259,000		175,000

DPUs are recorded at fair value on the quarterly award date and are adjusted for changes in fair value. The fair value of amounts granted each period, together with the change in fair value, is expensed. DPU expense recognized during the three month periods ended March 31, 2011 and 2010, totaled $2.9 million and $0.9 million, respectively. The aggregate fair value of the 259,000 DPUs outstanding at March 31, 2011 totaled $9.2 million.

14. Shareholders’ Equity

Allied Nevada 2007 Stock Option Plan and Valuation of Stock Options

The Company’s 2007 Stock Option Plan and the Company’s Restricted Share Plan (the “RSU Plan”) (collectively, the “Plans”) permit 5,700,000 shares of common stock under the 2007 Stock Option Plan and 1,200,000 shares of common stock under the RSU Plan to be made available for grant or award under either the 2007 Stock Option Plan or the RSU Plan. A total of 6,900,000 shares of common stock are available under both Plans. This number is reduced by (i) the number of shares of common stock subject to restricted share rights granted and outstanding under the RSU Plan, (ii) the number of shares of common stock subject to options granted and outstanding under the Company’s 2007 Stock Option Plan, (iii) the number of shares of common stock issued upon the exercise of restricted share rights under the RSU Plan, and (iv) the number of shares of common stock issued from time to time under the 2007 Stock Option Plan.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

The table below is a summary of changes to the 2007 Stock Option Plan for the periods indicated:


	Three months ended March 31,
	2011							2010
	Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Number of Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)
Outstanding on January 1,		931,930		$	4.71				2,358,143		$	4.80
Canceled/expired		(2,000	)		2.43				—
Exercised		(47,500	)		4.39				(57,733	)		5.50

Outstanding, end of period		882,430			4.76		5.0		2,300,410			4.78		5.8

Exercisable, end of period		858,430		$	4.76		5.0		1,095,566		$	4.83		5.7

During the three months ended March 31, 2011 and 2010, a total of 35,001 options vested in each period. During the three months ended March 31, 2011 and 2010, the Company recognized stock-based compensation expense of $24,000 and $0.7 million, respectively, for options granted pursuant to the 2007 Stock Option Plan. At March 31, 2011 and 2010, there was approximately $19,000 and $0.9 million, respectively, of unrecognized stock-based compensation cost relating to outstanding unvested options. No options were granted in either of the three months ended March 31, 2011 or 2010.

Description of Restricted Share Plan

See “Allied Nevada 2007 Stock Option Plan and Valuation of Stock Options” for the number of shares of common stock that are reserved for issuance under the RSU Plan. A RSU is granted subject to a restricted period (“Restricted Period”) as determined by the Compensation Committee upon grant. A RSU is exercised automatically and a share of Allied Nevada common stock is issued for no additional consideration on the later of the end of a Restricted Period or in the case of Canadian residents, a date determined by the eligible participant that is after the Restricted Period and before a participant’s retirement date or termination date (a “Deferred Payment Date”).

The table below is a summary of changes to the Restricted Share Plan for the periods indicated:


	Three months ended March 31,
	2011					2010
	Number of RSUs			Weighted Average Remaining Restricted Period (years)		Number of RSUs			Weighted Average Remaining Restricted Period (years)
Outstanding on January 1,		957,901					827,500
Granted		239,562					190,800
Vested/issued		(196,459	)				(12,000	)
Canceled/expired		(6,000	)				(101,533	)

Outstanding, end of period		995,004			2.2		904,767			1.6

Vested, end of period		492,459			—		314,766			—

The RSU values are based upon the fair value of the Company’s stock on the date of grant, less estimated forfeitures. The restricted share units are expensed over the requisite service periods. The total stock-based compensation expense recognized under the RSU Plan during the three month periods ended March 31, 2011 and 2010, was $1.1 million and $0.4 million, respectively. At March 31, 2011 and 2010, there was approximately $12.8 million and $6.1 million, respectively, of unrecognized stock-based compensation cost relating to outstanding restricted share units.

RSUs

Restricted share units vest annually over three years, until fully vested on the third anniversary of the grant date. 43,300 RSUs were granted during the three months ended March 31, 2011.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

Performance RSUs

Performance restricted share units vest over three years and are subject to performance based vesting criteria determined in advance for each year by the Compensation Committee of the Board of Directors. 196,262 performance RSUs were granted during the three months ended March 31, 2011.

Description of Special Stock Option Plan

The Special Stock Option Plan (the “Special Plan”), was adopted by the Board of Directors in February 2007, governs the grant of stock options (the “Special Options”) to purchase shares of Allied Nevada common stock (the “Shares”), pursuant to Vista’s 2007 transfer of mining properties and related assets to Allied Nevada in exchange for Special Options. The Special Options were granted to holders of options to purchase common shares of Vista (the “Vista Options”) under Vista’s Stock Option Plan as of the closing of an Arrangement Agreement.

The table below is a summary of changes in the Special Stock Option Plan for the periods indicated:


	Three months ended March 31,
	2011							2010
	Number of Special Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Number of Special Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)
Outstanding on January 1,		26,728		$	5.28				60,138		$	4.41
Exercised		(11,564	)		5.52				(10,023	)		3.75

Outstanding, end of period		15,164			5.13		0.3		50,115			4.60		1.2

Exercisable, end of period		15,164		$	5.13		0.3		50,115		$	4.60		1.2

Common Stock

The authorized share capital of Allied Nevada consists of 100,000,000 shares of common stock with a par value of $0.001 per share. As of March 31, 2011, there were 89,019,053 shares of common stock issued and outstanding.

Preferred Stock

The authorized share capital of Allied Nevada includes 10,000,000 shares of undesignated preferred stock with a par value of $0.001 per share. As of March 31, 2011, no shares of preferred stock have been issued.

15. Revenue

The Company recognizes revenue on gold and silver sales when persuasive evidence of an arrangement exists, the price is fixed or determinable, the metal is delivered, the title has transferred to the customer, and collectability is reasonably assured. The table below is a summary of the Company’s gold and silver sales for the three months ended March 31, 2011 and 2010 (in thousands).


	Three months ended March 31,
	2011		2010
Gold Sales	$	29,907	$	22,604
Silver Sales		2,019		855

Total	$	31,926	$	23,459

16. Income Tax Expense

Allied Nevada accounts for interim income taxes in accordance with ASC 740. For the three months ended March 31, 2011, Allied Nevada recorded an estimated tax expense of approximately $0.1 million, based on an effective rate of 29.4%. Estimated tax expense during the same period of 2010 was $1.8 million based on an effective tax rate of 33.3%. The effective tax rate for 2011 is

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

different than the United States statutory rate of 35% primarily due to permanent differences between income tax and financial reporting treatment of certain transactions. The effective tax rate for 2010 is different than the United States statutory rate of 35% primarily due to permanent differences between income tax and financial reporting treatment of certain transactions and an increase in the valuation allowance on Alternative Minimum Tax (AMT) credits generated during the period.

17. Earnings Per Share

The following table sets forth the computation of basic and diluted income per share (in thousands, except per share amounts):


	Three months ended March 31,
	2011		2010
Net income available to common shareholders	$	181	$	3,654

Basic:
Weighted average number of shares outstanding		89,297		74,090
Income per share	$	0.00	$	0.05

Diluted:
Weighted average number of shares outstanding		90,788		76,224
Income per share	$	0.00	$	0.05

The computation of the basic income per share includes within the weighted average number of shares outstanding 492,459 and 326,766 vested restricted share units that were not issued as of March 31, 2011 and 2010, respectively.

At March 31, 2011, there were 882,430 options granted under the Allied Nevada Stock Option Plan outstanding, 15,164 options granted under the Allied Nevada Special Stock Option plan outstanding, and 695,004 unvested restricted share units outstanding that were included in the diluted income per share for the three months ended March 31, 2011.

At March 31, 2010, there were 2,300,410 options granted under the Allied Nevada Stock Option Plan outstanding, 50,115 options granted under the Allied Nevada Special Stock Option plan outstanding, and 585,800 unvested restricted share units outstanding that were included in the diluted income per share for the three months ended March 31, 2010.

ALLIED NEVADA GOLD CORP.

Notes to Condensed Consolidated Financial Statements (unaudited)

18. Segment Information

Allied Nevada is currently engaged in the operation of the Hycroft Mine and the evaluation, acquisition, exploration, and advancement of gold exploration and development projects in Nevada. The Company identifies its reportable segments as those consolidated mining operations or functional groups that represent more than 10% of the combined revenue, profit or loss or total assets of all reported operating segments. Consolidated mining operations or functional groups not meeting this threshold are aggregated at the corporate level for segment reporting purposes. Intercompany revenue and expense amounts have been eliminated within each segment in order to report on the basis that management uses internally for evaluating segment performance. Segment information as of and for the three months ended March 31, 2011 and 2010 is as follows (in thousands):


As of and for the three months ended March 31,	Hycroft Mine			Exploration			Corporate and Other			Total

2011
Sales	$	31,926		$	—		$	—		$	31,926
Income (loss) from operations		17,172			(8,059	)		(8,755	)		358
Interest income		6			—			9			15
Interest expense		(156	)		—			—			(156	)
Gain on foreign exchange		—			—			34			34
Other income		6			—			—			6

Income (loss) before taxes		17,028			(8,059	)		(8,712	)		257
Total assets		214,194			33,711			334,476			582,381
Capital expenditures		16,670			46			37			16,753

2010
Sales	$	23,459		$	—		$	—		$	23,459
Income (loss) from operations		12,821			(3,851	)		(3,746	)		5,224
Interest income		9			—			3			12
Interest expense		(95	)		—			—			(95	)
Gain on foreign exchange		—			—			71			71
Other income		—			269			—			269

Income (loss) before taxes		12,735			(3,582	)		(3,672	)		5,481
Total assets		124,537			33,594			99,711			257,842
Capital expenditures		6,267			7			32			6,306

19. Fair Value Measurements

The Company’s financial instruments, including cash and cash equivalents and accounts payable are carried at cost, which approximates fair value due to the short-term maturity of these instruments.

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

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;

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).

As required by accounting guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. During the three months ended March 31, 2011, the Company did not have any assets or liabilities measured under the fair value hierarchy.

20. Commitments and Contingencies

The Company is from time to time involved in various legal proceedings related to its business. Management does not believe that adverse decisions are likely in any pending or threatened proceeding, or that amounts that may be required to be paid by reason thereof will have a material adverse effect on the Company’s financial condition, results of operations, or statement of cash flows.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As discussed in the explanatory note to this Form 10-Q/A and in Note 2 to our condensed consolidated financial statements, we are amending our condensed consolidated income statement presentation for the quarter ended March 31, 2011 and 2010. We amended our income statement presentation of cost of sales and enhanced our critical accounting policy disclosures related to work-in-process inventories and revenue recognition.

Except as described above, the condensed consolidated financial statements and other disclosures in this Form 10-Q/A are unchanged and do not reflect any events that have occurred after its initial filing on May 5, 2011.

The following management’s discussion and analysis of the consolidated operating results and financial condition of Allied Nevada Gold Corp. (“Allied Nevada”) for the three month period ended March 31, 2011 has been prepared based on information available to us as of May 4, 2011. This discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto included herewith and the audited Consolidated Financial Statements of the Company for the year ended December 31, 2010 and the related notes thereto filed with the Company’s annual report on Form 10-K, which have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States. All amounts stated herein are in U.S. dollars, unless otherwise noted.

Operations

Key operating statistics for the three months ended March 31, 2011, compared with the same period in 2010, are as follows:


	Three months ended March 31,
	2011		2010

Total material mined (thousands of tons)		7,780		5,319

Ore grade - gold (oz/ton)		0.014		0.023
Ore grade - silver (oz/ton)		0.197		0.359

Ounces produced - gold		20,718		22,704
Ounces produced - silver		61,751		53,491

Ounces sold - gold		21,341		20,439
Ounces sold - silver		59,566		50,937

Average realized price - gold ($/oz)	$	1,402	$	1,108
Average realized price - silver ($/oz)	$	34	$	17

Average spot price - gold ($/oz)	$	1,386	$	1,109

Average spot price - silver ($/oz)	$	32	$	17

The Hycroft Mine produced 20,718 ounces of gold and 61,751 ounces of silver in the first quarter of 2011, in-line with expectations. Per previously stated guidance, production is expected to strengthen throughout 2011 as the impact of implementing the accelerated mining plan begins to take effect. First quarter 2011 sales were slightly better than planned with 21,341 ounces of gold and 59,566 ounces of silver sold. The mine reported no safety or environmental incidents in the first quarter of 2011. Hycroft mined 7.8 million tons of material in the first quarter of 2011, including 3.0 million tons of ore at average grades of 0.014 opt gold and 0.197 opt silver. Average grades mined were lower in the first quarter of 2011, as expected, when compared with the same period in 2010 as the mine moves through a lower grade phase of the Brimstone pit. Waste tons moved in the first quarter of 2011 totaled 4.8 million tons and included 1.6 million tons of pre-strip material from a new mining area, the Cut-5 pit. The mine placed approximately 41,130 contained ounces of gold (recoverable – 23,280 ounces) and 583,100 ounces of silver (recoverable – 58,310 ounces) on the leach pads in the first quarter of 2011.

We believe that implementation of the accelerated heap leach mining expansion plan is progressing well. Expansion of the Merrill-Crowe plant to increase solution processing capacity from 3,500 gpm to 5,000 gpm began in the first quarter of 2011. Ground preparation to begin mining in a new area of Hycroft, Cut-5, began in January. Construction of a new truck shop capable of servicing the larger mining equipment is progressing as planned. To date, five of the 320-ton trucks are operating as part of the accelerated heap leach mining expansion.

Stripping programs that began in 2010 to remove waste and allow access to an area of ore in the Brimstone pit and the new Cut-5 pit are nearing completion and should benefit costs for the remainder of the year as the waste to ore strip ratio declines below 1:1.

Exploration

At Hycroft, the Company completed 78,000 feet of drilling in 73 holes in the first quarter of 2011. The goal of the first quarter drill campaign was to continue infill and engineering drilling in support of the milling feasibility study, and initiate step out drilling north of Vortex (Albert Zone) and west of the Central Zone. The exploration program for the remainder of 2011 will focus on step-out drilling and property wide exploration with a goal of expanding the resource base.

At Hasbrouck, the Company drilled 41 holes in the first quarter of 2011 totaling 27,690 feet. As previously released, the Company discovered a high-grade zone at Hasbrouck, the Saddle Zone, highlighted by 585 feet grading 0.13 opt gold and 2.43 opt silver. The Company quickly began targeted drilling to begin to define and understand the magnitude of this discovery. As a result, the preliminary economic assessment, originally scheduled to be released in the first quarter has been postponed to allow for a review of these drill results and their potential impact on the envisioned operating scenario for Hasbrouck. The Company will revisit the preliminary economic assessment once it has a better understanding of the nature of the high-grade mineralization.

Results of Operations

Three Months Ended March 31, 2011 Compared with Three Months Ended March 31, 2010

Allied Nevada had net income during the three months ended March 31, 2011 of $0.2 million compared to $3.7 million during the same period in 2010. The decrease in net income of $3.5 million is largely due to an increase of $5.0 million in corporate general and administrative costs, an increase of $4.1 million in cost of sales, and an increase of $4.2 million in exploration and land holding costs compared to the same period in 2010, which were partially offset by an increase of $8.4 million in revenue from the sale of gold and silver and a decrease of $1.7 million in income tax expense compared to the same period in 2010.

Revenue

Revenue increased $8.4 million to $31.9 million compared to $23.5 million in the same period of 2010. The increase was primarily attributable to a 902 ounce increase in gold sales and a $294 increase in the average realized price for gold to $1,402 per ounce compared to $1,108 per ounce in 2010. Additionally, we experienced an 8,629 ounce increase in silver sales and a $17 increase in the average realized price for silver to $34 per ounce compared to $17 per ounce in the same period of 2010.

Cost of sales

Cost of sales consists of production costs and depreciation and amortization. Cost of sales increased $4.1 million in 2011 to $14.7 million compared to $10.6 million in 2010.

Production costs increased $3.8 million in 2011 to $13.1 million, compared to $9.3 million in 2010. The increase in production costs was primarily attributable an approximate $150 per ounce increase in the average production cost in beginning inventory at December 31, 2010 compared to 2009 and to a 902 ounce increase in gold ounces sold in the 2011 period compared to the same period of 2010.

Depreciation and amortization expense increased $0.4 million to $1.6 million compared to $1.2 million in the same period of 2010. The increase in depreciation and amortization was primarily attributable to an approximate $12 per ounce increase in the average depreciation and amortization cost in beginning inventory at December 31, 2010 compared to 2009 and to a 902 increase in gold ounces sold in the 2011 period compared to the same period of 2010.

Exploration and land holding costs

Exploration and land holding costs increased $4.2 million to $8.1 million compared to $3.9 million during the same period of 2010. The increase is primarily due to activity for exploration and drilling programs at the Hycroft Mine and Hasbrouck, which is an Advanced Exploration Property. Hycroft drilling programs consisted of approximately 73 drill holes and 78,000 feet drilled compared to approximately 100 drill holes and 77,700 feet drilled for the same period in 2010. Hasbrouck drilling and exploration programs consisted of approximately 41 drill holes and 27,690 feet drilled compared to no drilling activity in the same period of 2010.

Accretion

Allied Nevada recorded accretion expenses of $0.1 million during each of the three months ended March 31, 2011 and 2010. Accretion expense in the three months ended March 31, 2011 was based upon a credit adjusted risk-free rate of 6.8%.

Corporate general and administrative costs

Corporate general and administrative costs increased $5.0 million to $8.7 million compared to $3.7 million for the same period of 2010. The increase was largely due to an additional $2.1 million of stock-based compensation costs for employees and directors, an additional $1.6 million of consulting fees for engineering and metallurgical services, and an additional $0.8 million of compensation and benefit costs for employees associated with increased staffing levels at the corporate office compared to the same period of 2010.

Interest income

Allied Nevada earned a minimal amount in interest income from both our liquid savings and restricted cash accounts during the three months ended March 31, 2011 and 2010, due to low interest rate environments in both periods.

Interest expense

Interest expense increased $0.1 million to $0.2 million compared to $0.1 million during the same period in 2010. Interest expense in both periods was primarily attributable to capital lease obligations.

Other income

The Company recognized a minimal amount of other income during the three months ended March 31, 2011 compared to $0.3 million for the same period of 2010. The Company recorded no gains from recognition of advanced minimum royalties after exploration rights were returned to the Company by joint venture partners in the three months ended March 31, 2011 compared to $0.3 million in the same period of 2010.

Income tax expense

Income tax expense decreased $1.7 million to $0.1 million compared to $1.8 million in the same period of 2010. In the 2011 period, $0.1 million of tax expense represents a non-cash charge relating to a reduction of deferred tax assets. In the 2010 period, $1.6 million of tax expense represents a non-cash charge relating to a reduction of deferred tax assets for Allied Nevada’s net operating loss carryforwards and $0.2 million of tax expense represents an increase in Allied Nevada’s valuation allowance for Alternative Minimum Tax.

Net income

For the reasons described above, we reported net income of $0.2 million for the three months ended March 31, 2011 compared to $3.7 million for the same period of 2010.

Financial Position, Liquidity and Capital Resources

Cash provided by operating activities

Cash provided by operating activities was $0.4 million compared to $0.8 million during the same period in 2010. The net decrease of $0.4 million of cash provided by operating activities was primarily attributable to the following:

•

The Company had $0.2 million in net income compared to $3.7 million in the same period of 2010. This amounted to a net decrease in cash provided by operating activities of $3.5 million for reasons described in Results of Operations above.

•

The Company recorded a $0.1 million reduction to deferred tax assets compared $1.6 million in the same period of 2010, resulting in a $1.5 million decrease in cash provided by operating activities.

•

The change in inventories resulted in a $0.8 million use of cash compared to a $2.0 million use of cash in the same period of 2010, resulting in a $1.2 million decrease in cash used in operating activities.

•

The change in accrued liabilities and other resulted in a $0.8 million source of cash compared to a $0.3 million use of cash in the same period of 2010, resulting in a $1.1 million increase in cash provided by operating activities.

•

The change in prepaids and other resulted in a $0.8 million use of cash compared to a $0.4 million use of cash in the same period of 2010, resulting in a $0.4 million increase in cash used in operating activities.

Cash used in investing activities

Cash used in investing activities was $16.6 million compared to $6.5 million during the same period in 2010. The net increase of $10.1 million of cash used in investing activities is largely due to the following:

•

We incurred $3.2 million in mine development costs consisting primarily of ore development drilling and related assaying costs attributable to proven and probable reserves at the Hycroft mine compared to $2.0 million of such costs incurred during the same period of 2010, which resulted in an increase in cash used in investing activities of $1.2 million.

•

Pre-production stripping costs of the Cut 5 Pit commenced in the first quarter of 2011 resulting in $3.1 million of capitalized mine development costs compared to no pre-production stripping costs in the same period of 2010.

•

Additions to plant and equipment totaled $5.5 million compared to $3.2 million of equipment purchases during the same period in 2010, resulting in an increase in cash used in investing activities of $2.3 million. In the three months ended March 31, 2011 the Company had cash purchases of $1.0 million for mobile mine equipment, $1.5 million for leach pad expansions, $1.5 million for truck shop construction, $0.6 million for the mill construction, and $0.9 million of other plant and equipment additions.

•

The Company contributed an additional $3.9 million to its collateral account to support an additional surety bond for the benefit of the Bureau of Land Management (BLM) compared to $0.9 million of additional collateral established during the same period of 2010, resulting in an increase in cash used in investing activities of $3.0 million.

Cash used in financing activities

Cash used in financing activities was $0.6 million compared to $6,000 during the same period in 2010. The net increase of $0.6 million of cash used in financing activities is due to capital lease principal payments of $0.9 million in the first quarter of 2011 compared to $0.3 million during the same period of 2010, resulting in an increase in cash used in financing activities of $0.6 million.

Liquidity and capital resources

Based upon our current operational assumptions and mine plans, we believe our cash on hand and anticipated operating cash flow from the Hycroft Mine will be adequate to meet our liquidity needs and fund the planned capital expenditures for the next year.

We estimate our capital expenditures in 2011 will total approximately $110 million largely related to the expansion of the mobile mine equipment fleet, support building improvements, increased processing plant capacity modifications, ongoing leach pad expansion at Hycroft, capitalized stripping and drilling activities, and other capitalized spending.

At March 31, 2011, our total assets were $582.4 million compared to $567.4 million at December 31, 2010. The increase in total assets is primarily attributable to $11.3 million of plant and equipment purchased through capital leases.

At March 31, 2011, working capital was $376.7 million compared to $388.9 million at December 31, 2010. The decrease in working capital is primarily attributable to a $16.7 million decrease in cash and equivalents and a $2.1 million increase in the current portion of capital lease obligations offset by a $6.0 million increase in ore on leachpads.

At March 31, 2011, we had cash and cash equivalents totaling $321.1 million. All cash equivalents were invested in high quality short-term money market instruments, including government securities, bankers’ acceptances, bank notes, certificates of deposit, commercial paper and repurchase agreements of domestic and foreign issuers. At March 31, 2011, we had no funds invested in asset-backed commercial paper.

Off-balance sheet arrangements

Allied Nevada has no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

These interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States and follow the same accounting policies and methods of their application as the most recent annual financial statements. See Management’s Discussion and Analysis and the financial statements and related footnotes included in our Annual Report on Form 10-K/A for the year ended December 31, 2010 for a description of our critical accounting policies and estimates.

Ore on leach pads, in-process inventory and precious metals inventory

The recovery of gold from the Hycroft Mine’s oxide ore is accomplished through a heap leaching process that utilizes a Merrill-Crowe and a Carbon in column process method to recover precious metals from the leach pad’s pregnant solution. The Company maintains four categories of metals inventories: ore on leach pads; in-process inventory for the Merrill-Crowe plant; in-process inventory for the Carbon in column process; and precious metals inventory. Because the value of our crusher stockpiles are immaterial, these values are included in ore on leach pads. The Company does not currently maintain separate stockpiles of low grade, mineralized material. The recovery of precious metals using the Merrill-Crowe method is completed at the Hycroft mine and the end product is a doré containing precious metals. The recovery of precious metals utilizing the Carbon in column process method is accomplished through on-site carbon columns and the shipping of loaded carbon offsite to be processed, resulting in the production of doré containing precious metals. The doré from both process methods is classified as precious metals inventory until sold.

Ore on leach pads

The recovery of gold from the Hycroft Mine’s oxide ore is accomplished through the heap leaching process. Under this method, oxide ore is placed on leach pads where it is treated with a chemical solution throughout the production phase of the mine, which dissolves the gold contained in the ore over time. The heap leach process ends with the production of a “pregnant” solution which contains the dissolved precious metals. The pregnant solution is further processed through conventional methods, including the Merrill-Crowe and Carbon in column process methods, which are treated as separate stages of work-in-process inventories. Costs are added to ore on leach pads based on current mining and processing costs, including applicable depreciation, depletion and amortization relating to mining and processing operations. Costs are transferred from ore on leach pads to subsequent stages of work-in-process inventories as the pregnant solution is treated by the conventional processing methods.

As described below, costs that are incurred in or benefit the production process are accumulated as ore on leach pads. Ore on leach pads are carried at the lower of average cost or market. Accounting for ore on leach pads represents a critical accounting estimate because of the inherent difficulty in estimating the amount of the gold placed, the amount that will be recovered and the timing of that recovery. The Company employs standard industry estimating methodologies in the determination of the amount and timing of gold production. The recoverable gold that is placed on the leach pad requires the estimate of the quantity of contained gold in the ore mined, and the ultimate expected recovery for that ore. The quantity of contained gold ounces in the ore is based upon surveyed volumes of mined material, daily production records, calculated densities of the ore, and assaying of blast-hole cuttings to determine the estimated gold grade contained in the ore. Expected gold recovery rates for ore placed on leach pads are developed based upon standard industry practices using small-scale laboratory tests, small to large scale column testing (which simulates the production scale processing), historical trends and other factors, including mineralogy of the ore and ore size (e.g., run of mine or crushed ore).

For distinct mining areas, the ultimate recovery of gold contained in ore on leach pad can vary significantly from 30% to more than 70% depending upon ore particle size, ore mineralogy and ore grades. Ore particle size is most commonly affected by the rock type, blasting methods, and whether a crusher is used to reduce the particle size. During each accounting period, the amount of recoverable gold for each discreet mining area is used to determine the estimated aggregate quantity of recoverable gold that was placed.

During normal operating conditions as much as 85% of the estimated recoverable gold on an active leach pad may be extracted during the first year and the remaining gold may be extracted over a 3 year period. The timing of gold recovery is affected by the stacking sequence on the leach pad, the time to achieve solution saturation of the leach pad material, the solution flow rate through the placed ore, the volume of solution placed on the leach pad, and the processing capacity of the Merrill-Crowe and Carbon in Column circuits.

Based on current life of mine production plans, residual heap leach activities are expected to continue through 2020. Accordingly, the ultimate gold recovery will not be known until leaching operations cease. Should the Company’s estimate of ultimate recovery require adjustment, the impact upon its income statement would depend upon whether the change involved a negative or positive change in gold recovery. If the Company determined the gold recovery decreased by 1 or 2 percent at March 31, 2011, its estimate of recoverable ounces would decrease by approximately 4,400 and 8,900 ounces, respectively, which would have resulted in a write-down of approximately $3.0 million and $6.1 million, respectively. Whereas if the Company determined the gold recovery increased by 1 or 2 percent at March 31, 2011, its estimate of recoverable ounces would have increased by 4,400 and 8,900 ounces, respectively, and would result in a decrease to the weighted average cost per ounce in inventory to approximately $649 and $617 per ounce, respectively. This decrease in the weighted average cost would be recognized prospectively through cost of sales as a change in estimate.

In-process Inventory

In-process inventories represent materials that are currently in the process of being converted to a saleable product. Conversion processes currently being used by the Company include a Merrill-Crowe zinc-precipitation process (“Merrill-Crowe process”) and a Carbon in column solution recovery process (“CIC process”). In-process material is measured based on assays of the material fed into the process and the projected recoveries of the respective plants. In-process inventories are valued at the average cost of the material fed into the process attributable to the source material coming from the leach pads plus the in-process conversion costs, including applicable depreciation relating to the process facilities incurred to that point in the process.

Precious Metals Inventory

Precious metals inventories include doré and both gold and silver bullion. Precious metals that result from the Company’s mining and processing activities are valued at the average cost of the respective in-process inventories incurred prior to the refining process.

Revenue

All doré produced to date from the Hycroft Mine has been transported to independent refineries. The doré and contained precious metals remain the property of the Company until it is sold to a buyer. The sales process commences when a sales order is placed with a buyer pursuant to a written agreement. Physical transfer of doré to the independent refiner precedes the transfer of title and risk of loss, which is accomplished by an irrevocable pledge of the precious metals to the buyer. Historically cash for the sale of precious metals has been received in the same accounting period as revenue is recognized assuring collectability of the amount of the underlying sales agreement. The Company recognizes revenue on gold and silver sales when persuasive evidence of an arrangement exists, the price is fixed or determinable, the metal is delivered, the title has transferred to the customer, and collectability is reasonably assured.

Recent Accounting Pronouncements

Fair Value Accounting

Note Regarding Forward-Looking Statements

In addition to historical information, this Form 10-Q/A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. 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, including but not limited to such things as:

•

our future business strategy, plans and goals;

•

our estimated capital expenditures;

•

our expansion expectations, including with respect to the Hycroft mine and Hasbrouck property;

•

our expectations regarding the growth of our business, our estimates of reserves and other mineralized material;

•

the economic potential of the sulfide mineralization and milling project at the Hycroft property;

•

the preliminary economic assessment at the Hasbrouck property;

•

the anticipated results of the exploration drilling programs at our properties;

•

future gold and silver prices;

•

our production estimates;

•

our expectations regarding gold and silver recovery;

•

our estimated future sales and cost of sales;

•

the availability of outside contractors;

•

our anticipated cash flows and cash operating costs; and

•

the availability of additional capital.

The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe”, “target”, “budget”, “may”, “schedule” and similar words or expressions identify forward-looking statements. These statements involve known and unknown risks, uncertainties, assumptions and other factors that 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. Forward-looking statements are based on current expectations. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to:

•

volatile market prices of gold and silver;

•

risks related to the heap leaching process at the Hycroft Mine, including but not limited to gold recovery rates, gold extraction rates, and the grades of ore placed on our leach pads;

•

uncertainties concerning estimates of mineral reserves, mineral resources and grading;

•

cost of compliance with current and future government regulations, including those related to environmental protection, mining, health and safety, corporate governance and public disclosure;

•

uncertainties relating to obtaining or retaining approvals and permits from governmental regulatory authorities;

•

our ability to achieve our estimated production rates and stay within our estimated operating costs;

•

the commercial success of our exploration and development activities;

•

an increase in the cost or timing of new projects;

•

our current intention not to use forward sale arrangements;

•

the inherently hazardous nature of mining activities, including operational, geotechnical and environmental risks;

•

our ability to raise additional capital on favorable terms or at all;

•

intense competition within the mining industry;

•

uncertainties related to our ability to find and acquire new mineral properties;

•

potential operational and financial effects of current and proposed federal and state regulations related to environmental protection and mining, and the exposure to potential liability created by such regulations;

•

availability of equipment or supplies;

•

our ability to attract and retain personnel;

•

our ability to manage our growth;

•

potential challenges to title in our mineral properties;

•

risks associated with the expansion of our operations, including those associated with any future acquisitions or joint ventures;

•

risks that our principal stockholders will be able to exert significant influence over matters submitted to stockholders for approval;

•

potential conflicts of interests that may arise though some of our directors’ involvement with other natural resources companies;

•

the market price and future sales of our common stock; and

•

our decision not to pay dividends.

For a more detailed discussion of such risks and other important factors that could cause actual results to differ materially from those in such forward-looking statements, please see those factors discussed in Part II, Item 1A of this Form 10-Q/A and in our other filings with the SEC. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that our forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the market risks discussed in Item 7A of Allied Nevada’s Form 10-K/A for the fiscal year ended December 31, 2010.

ITEM 4.

CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer have evaluated the effectiveness of Allied Nevada’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2011. Based on the evaluation, the principal executive officer and principal financial officer concluded that the disclosure controls and procedures in place are effective to ensure that information required to be disclosed by Allied Nevada, including consolidated subsidiaries, in reports that Allied Nevada files or submits under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable time periods specified by the Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There have been no changes in Allied Nevada’s internal control over financial reporting during the three months ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, Allied Nevada’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time, the Company is a party to routine litigation and proceedings that are considered part of the ordinary course of its business. The Company is not aware of any material current, pending, or threatened litigation.

ITEM 1A.

RISK FACTORS

In addition to the information set forth in this Quarterly Report on Form 10-Q/A, you should carefully consider the factors discussed in I, Item 1A. Risk Factors, in our Annual Report on Form 10-K/A for the year ended December 31, 2010, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors disclosed in that report.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURE

Allied Nevada considers health, safety and environmental stewardship to be a core value for the Company and received a “Sentinels of Safety” award at Hycroft for the 2008 year in 2009. Allied Nevada has a mandatory safety and health program including employee training, risk management, workplace inspection, emergency response, accident investigation and program auditing. The Company considers this program to be essential at all levels to ensure that employees and the Company conduct themselves in an environment of exemplary health, safety and environmental governance

Our operations and exploration properties are subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects our mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the numbers of citations and orders charged against mining operations. The dollar penalties assessed for citations issued has also generally increased in recent years.

The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) entered into law in July 2010, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Mine Act. Under the Act, the SEC is authorized to issue rules and regulations to carry out the purposes of these provisions. While we believe the following disclosures meet the requirements of the Act, it is possible that any rule-making by the SEC will require disclosures to be presented in a form that differs from this presentation.

Mine Safety Information.

Whenever MSHA believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the operator (e.g. our subsidiary, Hycroft Resources & Development Inc.) must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed. The following table reflects citations and orders issued to us by MSHA during the three months ended March 31, 2011 and pending legal actions before the Federal Mine Safety and Health Review Commission (the “Commission”) as of March 31, 2011. The proposed assessments for the three months ended March 31, 2011 were taken from the MSHA data retrieval system as of March 31, 2011.

Additional information about the Act and MSHA references used in the table follows.

•

Section 104 Citations: Citations received from MSHA under section 104 of the Mine Act, which includes citations for health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.

•

Section 104(b) Orders: Orders issued by MSHA under section 104(b) of the Mine Act, which represents a failure to abate a citation under section 104(a) within the period of time prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.

•

Section 104(d) Citations and Orders: Citations and orders issued by MSHA under section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.

•

Section 110(b)(2) Violations: Flagrant violations issued by MSHA under section 110(b)(2) of the Mine Act.

•

Section 107(a) Orders: Orders issued by MSHA under section 107(a) of the Mine Act for situations in which MSHA determined an “imminent danger” (as defined by MSHA) existed.

•

Pending Legal Actions: Pending legal actions before the Commission as required to be reported by Section 1503(a) (3) of the Act. The Commission is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. These cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA or complaints of discrimination by miners under Section 105 of the Mine Act. The following is a brief description of the types of legal actions that may be brought before the Commission.

•

Contests of Citations and Orders – A contest proceeding may be filed with the Commission by operators, miners or miners’ representatives to challenge the issuance of a citation or order issued by MSHA.

•

Contests of Proposed Penalties (Petitions for Assessment of Penalties) – A contest of a proposed penalty is an administrative proceeding before the Commission challenging a civil penalty that MSHA has proposed for the alleged violation contained in a citation or order. The validity of the citation may also be challenged in this proceeding as well.


Mine¹	Section 104 Citations		Sections 104(b) Orders		Section 104(d) Citations and Orders		Section 110(b)(2) Violations		Section 107(a) Orders		Proposed MSHA Assessments (US$)²		Mining Related Fatalities		Pending Legal Actions
Hycroft		6		—		—		—		—	$	1,546		—		—

Pattern or Potential Pattern of Violations

During the three months ended March 31, 2011, Hycroft did not receive written notice from MSHA of (a) a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of mine health or safety hazards under section 104(e) of the Mine Act or (b) the potential to have such a pattern.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

(a)

Exhibits


Exhibit Number		Description of Document

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

The table above reflects citations and orders issued to us by MSHA during the three months ended March 31, 2011, and the pending legal actions before the Commission as of March 31, 2011. The definition of “mine” under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools, and minerals preparation facilities.

²	Represents the total dollar value of the proposed assessment from MSHA under the Mine Act pursuant to the citations and or orders preceding such dollar value in the corresponding row.

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.


	ALLIED NEVADA GOLD CORP. (Registrant)

Date: November 4, 2011	By:	/s/ Scott A. Caldwell
		Scott A. Caldwell President and Chief Executive Officer

Date: November 4, 2011	By:	/s/ Hal D. Kirby
		Hal D. Kirby Executive Vice President and Chief Financial Officer

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company