8-K

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): November 15, 2012

GOLD RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)

Colorado	001-34857	84-1473173
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2886 Carriage Manor Point

Colorado Springs, CO 80906

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number including area code: (303) 320-7708

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))

Item 2.02 Results of Operations and Financial Condition.

On November 15, 2012, Gold Resource Corporation issued a news release reporting its financial results for the third quarter ended September 30, 2012. A copy of the news release is attached as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any of the Company’s filings or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished with this report:

99.1 News Release dated November 15, 2012.

1

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	GOLD RESOURCE CORPORATION
Date: November 15, 2012	By:	/s/ William W. Reid
	Name:	William W. Reid
	Title:	Chief Executive Officer

2

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	News Release dated November 15, 2012.

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE November 15, 2012 NEWS NYSE MKT: GORO

GOLD RESOURCE CORPORATION REPORTS THIRD QUARTER 2012 RESULTS;

INCREASES PRODUCTION BY 54% OVER PRIOR QUARTER

COLORADO SPRINGS – November 15, 2012 – Gold Resource Corporation (NYSE MKT: GORO) (the Company) today announced results for its third quarter ending September 30, 2012. Gold Resource Corporation is a low-cost gold producer with operations in the southern state of Oaxaca, Mexico.

2012 Q3 HIGHLIGHTS

• 22,336 ounces precious metal gold equivalent (AuEq) produced

• 18,059 ounces (AuEq) sold

• 54% AuEq production increase over prior quarter

• $23.8 million mine gross profit generated

• $13.1 million pretax income, or $0.26 per share

• $7.3 million net income, or $0.14 per share

• $9.5 million dividend distribution, or $0.18 per share

• $6.6 million physical gold and silver in treasury

• Continued physical gold and silver dividend program

Overview of Third Quarter 2012 Results from El Aguila Project

Gold Resource Corporation’s El Aguila Project produced 22,336 ounces (AuEq) before payable metal deductions. The Company sold 18,059 ounces precious metal gold equivalent (AuEq) at a total cash cost of $459 per ounce AuEq in the third quarter. Average prices realized on sales during the quarter were $1,769 per ounce gold and $32 per ounce silver. Mine gross profit generated was $23.8 million. The Company paid $9.5 million to shareholders in dividends. The Company continued its physical dividend program where shareholders have the option to convert their cash dividends to physical gold and/or silver.

“Our 54% increase in third quarter production was the result of overcoming many challenges including increasing water, increasing CO2 gas and mine development hurdles,” stated Gold Resource Corporation’s President, Mr. Jason Reid. “We continued to upgrade our management team which I believe was in large part the reason behind the increase in production. The positive takeaway from the quarter should include increased production, continued profitability, lowered total cash costs, and returning $9.5 million in dividends to the owners of the Company,” stated Mr. Reid.

The Company will host a conference call at 11:00 a.m. EDT on Thursday, November 15. Conference call details can be found on the Company website at www.goldresourcecorp.com.

Below is a table of the key production statistics for our El Aguila Project during the three and nine months ended September 30, 2012:

Production and Sales Statistics
	La Arista Underground Mine				La Arista Underground Mine
	Three Months Ended September 30,		Three Months Ended September 30,		Nine Months Ended September 30,		Nine Months Ended September 30,
	2012		2011		2012		2011
Production Summary
Milled:
Tonnes Milled		76,786		57,156		211,792		112,372
Tonnes Milled per Day		835		621		773		621
Grade:
Average Gold Grade (g/t)		4.17		3.89		4.08		3.02
Average Silver Grade (g/t)		320		491		365		438
Average Copper Grade (%)		0.43		0.47		0.44		0.44
Average Lead Grade (%)		2.14		1.30		1.88		1.18
Average Zinc Grade (%)		4.43		2.91		4.01		2.58
Recoveries:
Average Gold Recovery (%)		88		89		89		90
Average Silver Recovery (%)		94		93		93		93
Average Copper Recovery (%)		75		78		74		75
Average Lead Recovery (%)		64		77		69		78
Average Zinc Recovery (%)		80		77		77		73
Mill production (before payable metal deductions)(2)
Gold (ozs.)		9,047		6,371		24,611		9,855
Silver (ozs.)		739,576		841,820		2,317,110		1,472,486
Copper (tonnes)		245		211		687		369
Lead (tonnes)		1,051		569		2,734		1,027
Zinc (tonnes)		2,705		1,281		6,567		2,117
Payable metal sold(2)
Gold (ozs.)		7,287		5,605		20,317		13,219
Silver (ozs.)		599,501		780,317		1,982,868		1,356,806
Copper (tonnes)		214		189		596		270
Lead (tonnes)		869		497		2,231		888
Zinc (tonnes)		1,993		938		5,003		1,422
Average metal prices realized
Gold (oz.)	$	1,769	$	1,702	$	1,690	$	1,553
Silver (oz.)	$	32	$	38	$	31	$	37
Copper ( tonne)	$	8,161	$	8,835	$	8,162	$	8,869
Lead (tonne)	$	2,107	$	2,346	$	2,080	$	2,402
Zinc ( tonne)	$	1,999	$	2,182	$	1,997	$	2,185
Gold equivalent ounces produced (mill production)(2)
Gold Ounces		9,047		6,371		24,611		9,397
Gold Equivalent Ounces from Silver		13,289		18,918		42,038		31,270
Total Gold Equivalent Ounces		22,336		25,289		66,649		40,667
Gold equivalent ounces sold(2)
Gold Ounces		7,287		5,605		20,317		13,219
Gold Equivalent Ounces from Silver		10,772		17,535		35,974		32,651
Total Gold Equivalent Ounces		18,059		23,140		56,291		45,870
Total Cash Cost per Gold Equivalent Ounce(1)	$	459	$	260	$	396	$	—

(1) A reconciliation of this non-GAAP measure to mine cost of sales, the most comparable GAAP measure, can be found below in Non-GAAP Measures. Total cash cost per gold equivalent ounce sold for the combined La Arista underground mine and the El Aguila open pit mine for the for the nine months ended September 30, 2011, can be found in the Non-GAAP Measures in the Form 10-Q for the period ended September 30, 2012.

(2) Mill production represents metal contained in concentrates produced at the mill, which is before payable metal deductions are levied by the buyer of the Company’s concentrates. In addition, mill production quantities fort the nine months ended September 30, 2012 do not reflect any deduction for 757 gold ounces and 43,435 silver ounces (approximately 1,800 gold equivalent ounces) resulting from the settlement agreement with the buyer of the Company’s concentrates as discussed in Note 13 of the Consolidated Financial Statements in the Form 10-Q for the period ended September 30, 2012. Gold equivalent ounces sold for the nine months ended September 30, 2012 have been reduced by approximately 1,800 gold equivalent ounces as a result of the settlement.

Production and Sales Statistics
	El Aguila Open Pit Mine
	Nine Months Ended September 30,
	2011 (1)
Production Summary
Milled:
Tonnes Milled		46,409
Tonnes Milled per Day		829
Grade:
Average Gold Grade (g/t)		4.18
Average Silver Grade (g/t)		53
Recoveries:
Average Gold Recovery (%)		89
Average Silver Recovery (%)		75
Mill production (before payable metal deductions)
Gold (ozs.)		5,559
Silver (ozs.)		58,309
Payable metal sold
Gold (ozs.)		3,917
Silver (ozs.)		43,605
Average metal prices realized
Gold (oz.)	$	1,383
Silver (oz.)	$	34
Gold equivalent ounces produced (mill production)
Gold Ounces		5,559
Gold Equivalent Ounces from Silver (2)		—
Total Gold Equivalent Ounces		5,559
Gold equivalent ounces sold
Gold Ounces		3,917
Gold Equivalent Ounces from Silver (2)		—
Total Gold Equivalent Ounces		3,917

(1) No activity for the three months ended September 30, 2011.

(2) Silver ounces were considered a by-product in arriving at the total cash cost per ounce equivalent.

(3) Total cash cost per gold equivalent ounce sold for the combined La Arista underground mine and the El Aguila open pit mine for the for the nine months ended September 30, 2011 can be found in the Non-GAAP Measures in the Form 10-Q for the period ended September 30, 2012.

About GRC:

Gold Resource Corporation is a mining company focused on production and pursuing development of gold and silver projects that feature low operating costs and produce high returns on capital. The Company has 100% interest in six potential high-grade gold and silver properties in Mexico’s southern state of Oaxaca. The Company has 52,679,369 shares outstanding, no warrants and no debt. Gold Resource Corporation is the only Company to offer its shareholders a dividend option to obtain physical gold or silver in addition to cash. For more information, please visit GRC’s website, located at www.Goldresourcecorp.com and read the Company’s 10-K for an understanding of the risk factors involved.

Cautionary Statements:

This press release contains forward-looking statements that involve risks and uncertainties. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this press release, the words “plan”, “target”, “anticipate,” “believe,” “estimate,” “intend” and “expect” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding Gold Resource Corporation’s strategy, future plans for production, future expenses and costs, future liquidity and capital resources, and estimates of mineralized material. All forward-looking statements in this press release are based upon information available to Gold Resource Corporation on the date of this press release, and the company assumes no obligation to update any such forward-looking statements. Forward looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. The Company’s actual results could differ materially from those discussed in this press release. In particular, there can be no assurance that production will continue at any specific rate. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the Company’s 10-K filed with the SEC.

Contacts:

Corporate Development

Greg Patterson

303-320-7708

www.Goldresourcecorp.com

See Accompanying Tables

The following information summarizes the results of operations for Gold Resource Corporation for the three months and nine months ended September 30, 2012 and 2011, its financial condition at September 30, 2012 and December 31, 2011 and its cash flows for the three months and nine months ended September 30, 2012 and 2011. The summary data for the three and nine months ended September 30, 2012 and 2011 is unaudited; the summary data for the year ended December 31, 2011 is derived from our audited financial statements contained in our annual report on Form 10-K for the year ended December 31, 2011, but do not include the footnotes and other information that is included in the complete financial statements. Readers are urged to review the Company’s Form 10-K in its entirety, which can be found on the SEC’s website at www.sec.gov.

The calculation of our cash cost per ounce contained in this press release is a non-GAAP financial measure. Please see “Management’s Discussion and Analysis and Results of Operation” contained in the Company’s most recent Form 10-Q and Form 10-K.

GOLD RESOURCE CORPORATION

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

for the three and nine months ended September 30, 2012 and 2011

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

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Sales of metals concentrate, net	$	36,490		$	37,781		$	103,399		$	69,725
Mine cost of sales:
Production costs		12,141			7,690			31,838			16,967
Depreciation and amortization		556			184			940			327
Accretion		20			20			60			63
Total mine cost of sales		12,717			7,894			32,838			17,357
Mine gross profit		23,773			29,887			70,561			52,368
Costs and expenses:
General and administrative expenses		2,933			1,812			8,922			4,790
Exploration expenses		1,882			1,735			5,466			3,271
Construction and development		5,394			4,467			13,492			13,557
Total costs and expenses		10,209			8,014			27,880			21,618
Operating income		13,564			21,873			42,681			30,750
Other income (expense)		(485	)		2,476			(1,782	)		2,333
Income before income taxes		13,079			24,349			40,899			33,083
Provision for income taxes		5,782			9,131			16,398			10,937
Net income before extraordinary item		7,297			15,218			24,501			22,146
Extraordinary items:
Flood loss, net of income tax benefit of $750		—			—			—			(1,756	)
Net income	$	7,297		$	15,218		$	24,501		$	20,390
Other comprehensive (loss) income:
Currency translation gain (loss)		2,168			(4,227	)		1,943			(3,844	)
Net comprehensive income	$	9,465		$	10,991		$	26,444		$	16,546
Net income per common share:
Basic:
Before extraordinary item	$	0.14		$	0.29		$	0.46		$	0.41
Extraordinary item	$	—		$	—		$	—		$	(0.03	)
Net income	$	0.14		$	0.29		$	0.46		$	0.38
Diluted:
Before extraordinary item	$	0.13		$	0.27		$	0.43		$	0.39
Extraordinary item	$	—		$	—		$	—		$	(0.03	)
Net income	$	0.13		$	0.27		$	0.43		$	0.36
Weighted average shares outstanding:
Basic		52,848,586			52,997,194			52,885,640			52,997,929
Diluted		56,254,632			56,357,096			56,365,316			56,475,441

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

GOLD RESOURCE CORPORATION

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except shares)

	September 30, 2012			December 31, 2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	36,242		$	51,960
Gold and silver bullion		6,560			2,549
Accounts receivable		16,090			14,281
Inventories		5,086			4,243
Deferred tax assets		11,118			11,118
Prepaid expenses and other assets		701			957
Total current assets		75,797			85,108
Land and mineral rights		227			227
Property and equipment - net		12,959			10,318
Inventories		890			—
Deferred tax assets		19,517			19,517
Total assets	$	109,390		$	115,170
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,437		$	1,691
Accrued expenses		4,314			4,879
IVA taxes payable		3,191			559
Income taxes payable		1,990			15,987
Dividends payable		3,170			2,645
Total current liabilities		15,102			25,761
Asset retirement obligation		2,539			2,281
Total liabilities		17,641			28,042
Shareholders’ equity:
Preferred stock - $0.001 par value, 5,000,000 shares authorized:
no shares issued and outstanding		—			—
Common stock - $0.001 par value, 100,000,000 shares authorized:
53,015,767 and 52,998,303 shares issued and outstanding, respectively		53			53
Additional paid-in capital		112,201			132,529
(Deficit) accumulated during the exploration stage		(15,021	)		(39,522	)
Treasury stock at cost, 186,991 shares		(3,449	)		(1,954	)
Other comprehensive (loss) - currency translation adjustment		(2,035	)		(3,978	)
Total shareholders’ equity		91,749			87,128
Total liabilities and shareholders’ equity	$	109,390		$	115,170
The accompanying notes are an integral part of these consolidated financial statements.

GOLD RESOURCE CORPORATION

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the three and nine months ended September 30, 2012 and 2011

(U.S. dollars in thousands)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Cash flows from operating activities:
Net income	$	7,297		$	15,218		$	24,501		$	20,390
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		600			181			1,117			511
Accretion		20			21			60			63
Stock-based compensation		1,980			1,771			6,640			4,670
Currency translation gain (loss)		2,168			(4,227	)		1,943			(3,843	)
Unrealized (gain) loss from gold and silver bullion held		(1,073	)		287			(744	)		287
Realized loss from gold and silver bullion converted		19			—			109			—
Other		6			—			6			—
Changes in operating assets and liabilities:
Accounts receivable		(11,504	)		(12,137	)		(1,809	)		(13,549	)
Inventories		(689	)		1,033			(1,733	)		(1,477	)
Income tax receivable		712			—			—			—
Prepaid expenses and other assets		168			(797	)		256			(1,180	)
Accounts payable		1,851			348			746			1,549
Accrued expenses		102			638			(565	)		116
IVA taxes payable		(485	)		3,621			2,632			5,451
Income taxes payable		1,990			9,131			(13,997	)		10,187
Total adjustments		(4,135	)		(130	)		(5,339	)		2,785
Net cash provided by operating activities		3,162			15,088			19,162			23,175
Cash flows from investing activities:
Capital expenditures		(814	)		(1,955	)		(3,763	)		(5,044	)
Purchases of gold and silver bullion		(525	)		(2,012	)		(4,707	)		(2,012	)
Proceeds from conversion of gold and silver bullion		536			—			1,331			—
Net cash used in investing activities		(803	)		(3,967	)		(7,139	)		(7,056	)
Cash flows from financing activities:
Dividends paid		(9,514	)		(6,890	)		(26,444	)		(17,490	)
Treasury stock purchases		(1,495	)		(972	)		(1,495	)		(972	)
Net cash (used in) financing activities		(11,009	)		(7,862	)		(27,939	)		(18,462	)
Effect of exchange rates on cash and equivalents		114			(343	)		198			(225	)
Net increase (decrease) in cash and cash equivalents		(8,536	)		2,916			(15,718	)		(2,568	)
Cash and equivalents at beginning of period		44,778			42,098			51,960			47,582
Cash and equivalents at end of period	$	36,242		$	45,014		$	36,242		$	45,014
Supplemental Cash Flow Information
Income taxes paid	$	2,003		$	—		$	30,395		$	—

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