CDE-09.30.2013-Q3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________________________________________
FORM 10-Q
___________________________________________
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þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2013
OR
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¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 001-08641
____________________________________________
COEUR MINING, INC.
(Exact name of registrant as specified in its charter)
____________________________________________
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| | |
Delaware | | 82-0109423 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| |
104 S. Michigan Ave., Suite 900 Chicago, Illinois | | 60603 |
(Address of principal executive offices) | | (Zip Code) |
(312) 489-5800
(Registrant’s telephone number, including area code)
_________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes þ 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 þ 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.
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Large accelerated filer | | þ | Accelerated filer | | ¨ |
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Non-accelerated filer | | ¨ | Smaller reporting company | | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The Company has 150,000,000 shares of common stock, par value of $0.01, authorized of which 100,530,862 shares were issued and outstanding as of November 5, 2013.
COEUR MINING, INC.
INDEX
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Part I. | | |
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Item 1. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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Part II. | | |
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Item 1. | | |
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Item 1A. | | |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
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Item 4. | | |
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Item 6. | | |
COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) |
| | | | | | | | | |
| | | September 30, 2013 | | December 31, 2012 |
ASSETS | Notes | | (In thousands, except share data) |
CURRENT ASSETS | | | | | |
Cash and cash equivalents | | | $ | 211,434 |
| | $ | 125,440 |
|
Investments | 5 | | — |
| | 999 |
|
Receivables | 6 | | 74,417 |
| | 62,438 |
|
Ore on leach pad | | | 39,880 |
| | 22,991 |
|
Metal and other inventory | 7 | | 123,537 |
| | 170,670 |
|
Deferred tax assets | 13 | | 2,713 |
| | 2,458 |
|
Restricted assets | | | 2,015 |
| | 396 |
|
Prepaid expenses and other | | | 26,778 |
| | 20,790 |
|
| | | 480,774 |
| | 406,182 |
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NON-CURRENT ASSETS | | | | | |
Property, plant and equipment, net | 9 | | 649,591 |
| | 684,002 |
|
Mining properties, net | 10 | | 2,365,999 |
| | 1,991,809 |
|
Ore on leach pad | | | 31,966 |
| | 21,356 |
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Restricted assets | | | 24,914 |
| | 24,970 |
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Marketable securities | 5 | | 17,616 |
| | 27,065 |
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Receivables | 6 | | 37,191 |
|
| 48,767 |
|
Debt issuance costs, net | | | 11,351 |
| | 3,713 |
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Deferred tax assets | 13 | | 1,104 |
| | 955 |
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Other | | | 16,411 |
| | 12,582 |
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TOTAL ASSETS | | | $ | 3,636,917 |
| | $ | 3,221,401 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | |
CURRENT LIABILITIES | | | | | |
Accounts payable | | | $ | 63,610 |
| | $ | 57,482 |
|
Accrued liabilities and other | | | 9,589 |
| | 10,002 |
|
Accrued income taxes | 13 | | 8,529 |
| | 27,108 |
|
Accrued payroll and related benefits | | | 19,295 |
| | 21,306 |
|
Accrued interest payable | | | 4,028 |
| | 478 |
|
Debt and capital leases | 11 | | 3,868 |
| | 55,983 |
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Royalty obligations | 4,16 | | 49,069 |
| | 65,104 |
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Reclamation and mine closure | 12 | | 443 |
| | 668 |
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Deferred tax liabilities | 13 | | 121 |
| | 121 |
|
| | | 158,552 |
| | 238,252 |
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NON-CURRENT LIABILITIES | | | | | |
Debt and capital leases | 11 | | 306,372 |
| | 3,460 |
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Royalty obligations | 4,16 | | 90,892 |
| | 141,879 |
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Reclamation and mine closure | 12 | | 55,872 |
| | 34,670 |
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Deferred tax liabilities | 13 | | 709,910 |
| | 577,488 |
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Other long-term liabilities | | | 23,371 |
| | 27,372 |
|
| | | 1,186,417 |
| | 784,869 |
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COMMITMENTS AND CONTINGENCIES (Note 17) | | |
| |
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STOCKHOLDERS’ EQUITY | | | | | |
Common stock, par value $0.01 per share; authorized 150,000,000 shares, issued and outstanding 100,548,811 at September 30, 2013 and 90,342,338 at December 31, 2012 | | | 1,006 |
| | 903 |
|
Additional paid-in capital | | | 2,756,377 |
| | 2,601,254 |
|
Accumulated deficit | | | (465,191 | ) | | (396,156 | ) |
Accumulated other comprehensive loss | | | (244 | ) | | (7,721 | ) |
| | | 2,291,948 |
| | 2,198,280 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | $ | 3,636,917 |
| | $ | 3,221,401 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
| | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| Notes | (In thousands, except share data) |
Sales of metal | | $ | 200,825 |
| | $ | 230,593 |
| | $ | 577,147 |
| | $ | 689,563 |
|
Production costs applicable to sales | | (131,728 | ) | | (124,967 | ) | | (363,437 | ) | | (349,344 | ) |
Depreciation, depletion and amortization | | (60,874 | ) | | (52,844 | ) | | (168,963 | ) | | (166,460 | ) |
Gross profit | | 8,223 |
| | 52,782 |
| | 44,747 |
| | 173,759 |
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COSTS AND EXPENSES | |
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| |
| | |
General and administrative | | 16,240 |
| | 10,266 |
| | 41,492 |
| | 26,456 |
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Exploration | | 3,305 |
| | 6,957 |
| | 16,920 |
| | 19,829 |
|
Litigation settlement | 17 | — |
| | — |
| | 32,046 |
| | — |
|
Loss on impairment and other | | — |
| | 1,293 |
| | 205 |
| | 6,106 |
|
Pre-development, care, maintenance and other | | 3,955 |
| | 277 |
| | 9,414 |
| | 1,618 |
|
Total costs and expenses | | 23,500 |
| | 18,793 |
| | 100,077 |
| | 54,009 |
|
OPERATING INCOME (LOSS) | | (15,277 | ) | | 33,989 |
| | (55,330 | ) | | 119,750 |
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OTHER INCOME AND EXPENSE | |
| |
| |
| | |
Fair value adjustments, net | 4,16 | (20,646 | ) | | (37,648 | ) | | 63,905 |
| | (44,722 | ) |
Other than temporary impairment of marketable securities | 5 | (870 | ) | | (605 | ) | | (18,097 | ) | | (605 | ) |
Interest income and other, net | | (1,791 | ) | | 13,269 |
| | 2,484 |
| | 15,055 |
|
Interest expense, net of capitalized interest | 11 | (9,662 | ) | | (7,351 | ) | | (30,324 | ) | | (21,578 | ) |
Total other income and expense, net | | (32,969 | ) | | (32,335 | ) | | 17,968 |
| | (51,850 | ) |
Income (loss) before income taxes | | (48,246 | ) | | 1,654 |
| | (37,362 | ) | | 67,900 |
|
Income tax provision | 13 | 1,981 |
| | (17,475 | ) | | (31,673 | ) | | (56,773 | ) |
NET INCOME (LOSS) | | $ | (46,265 | ) | | $ | (15,821 | ) | | $ | (69,035 | ) | | $ | 11,127 |
|
INCOME (LOSS) PER SHARE | 3 | | | | | | | |
Basic |
| $ | (0.46 | ) | | $ | (0.18 | ) | | $ | (0.71 | ) | | $ | 0.12 |
|
Diluted |
| $ | (0.46 | ) | | $ | (0.18 | ) | | $ | (0.71 | ) | | $ | 0.12 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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| | | | | | | | | | | | | | | |
| | Three months ended September 30, | Nine months ended September 30, |
| | 2013 | | 2012 | 2013 | | 2012 |
| Notes | (In thousands) |
Net income (loss) | | $ | (46,265 | ) | | $ | (15,821 | ) | $ | (69,035 | ) | | $ | 11,127 |
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OTHER COMPREHENSIVE INCOME (LOSS) net of tax: | |
| |
|
| |
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Unrealized gain (loss) on available for sale securities | 4,5 | 301 |
| | 6,026 |
| (10,756 | ) | | 774 |
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Reclassification adjustments for losses included in net income(A) | 4,5 | 1,006 |
| | 605 |
| 18,233 |
| | 605 |
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Other comprehensive income | | 1,307 |
| | 6,631 |
| 7,477 |
| | 1,379 |
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COMPREHENSIVE INCOME (LOSS) | | $ | (44,958 | ) | | $ | (9,190 | ) | $ | (61,558 | ) | | $ | 12,506 |
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A. Reclassification adjustments for the three and nine months ended September 30, 2013 includes $0.9 million and $18.1 million, respectively, and for the three and nine months ended September 30, 2012 includes $0.6 million that have been reflected in other than temporary impairment of marketable securities in the condensed consolidated statements of operations.
The accompanying notes are an integral part of these condensed consolidated financial statements.
COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Nine months ended September 30, 2013
(Unaudited)
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| | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | | Common Stock Shares | | Common Stock Par Value | | Additional Paid- In Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income (Loss) | | Total |
Balances at December 31, 2012 | Notes | 90,342 |
| | $ | 903 |
| | $ | 2,601,254 |
| | $ | (396,156 | ) | | $ | (7,721 | ) | | $ | 2,198,280 |
|
Net income (loss) | | — |
| | — |
| | — |
| | (69,035 | ) | | — |
| | (69,035 | ) |
Other comprehensive income (loss) | | — |
| | — |
| | — |
| | — |
| | 7,477 |
| | 7,477 |
|
Common stock issued for the acquisition of Orko Silver Corp. | 8 | 11,573 |
| | 116 |
| | 173,247 |
| | — |
| | — |
| | 173,363 |
|
Warrants issued for the acquisition of Orko Silver Corp. | 8 | — |
| | — |
| | 5,777 |
| | — |
| | — |
| | 5,777 |
|
Common stock share buy back | | (1,691 | ) | | (17 | ) | | (27,535 | ) | | — |
| | — |
| | (27,552 | ) |
Common stock issued/cancelled under long-term incentive plans and director fees and options, net | 14 | 325 |
| | 4 |
| | 3,634 |
| | — |
| |
|
| | 3,638 |
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Balances at September 30, 2013 | | 100,549 |
| | $ | 1,006 |
| | $ | 2,756,377 |
| | $ | (465,191 | ) | | $ | (244 | ) | | $ | 2,291,948 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
COEUR MINING INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) |
| | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 |
| Notes | (In thousands) | | (In thousands) |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | |
Net income (loss) | | $ | (46,265 | ) | | $ | (15,821 | ) | | $ | (69,035 | ) | | $ | 11,127 |
|
Add (deduct) non-cash items | | | | | | | | |
Depreciation, depletion and amortization | | 60,874 |
| | 52,844 |
| | 168,963 |
| | 166,460 |
|
Accretion of discount on debt and other assets, net | | 509 |
| | 585 |
| | 2,040 |
| | 1,683 |
|
Accretion of royalty obligation | 12 | 2,889 |
| | 4,276 |
| | 10,698 |
| | 14,348 |
|
Deferred income taxes | 13 | (1,869 | ) | | (4,944 | ) | | 17,680 |
| | 12,425 |
|
Fair value adjustments, net | 4,16 | 20,308 |
| | 35,270 |
| | (61,487 | ) | | 39,288 |
|
Gain on foreign currency transactions | | (511 | ) | | (1,577 | ) | | (828 | ) | | (1,208 | ) |
Litigation settlement | 17 | — |
| | — |
| | 22,046 |
| | — |
|
Share-based compensation | 14 | 373 |
| | 3,364 |
| | 3,085 |
| | 6,534 |
|
(Gain) Loss on sale of assets | | (7 | ) | | 108 |
| | (1,139 | ) | | 372 |
|
Other than temporary impairment of marketable securities | 5 | 870 |
| | 605 |
| | 18,097 |
| | 605 |
|
Loss on impairment | | — |
| | 1,243 |
| | 205 |
| | 6,016 |
|
Other non-cash charges | | 136 |
| | 1,331 |
| | 136 |
| | 1,838 |
|
Changes in operating assets and liabilities: | | | | | | | | |
Receivables and other current assets | 6 | (2,132 | ) | | (5,648 | ) | | 6,515 |
| | 1,717 |
|
Prepaid expenses and other | | (14,306 | ) | | (2,481 | ) | | (13,894 | ) | | (564 | ) |
Inventories | 7 | 11,592 |
| | (13,762 | ) | | 22,582 |
| | (35,387 | ) |
Accounts payable and accrued liabilities | | (5,657 | ) | | 24,342 |
| | (22,588 | ) | | (15,313 | ) |
CASH PROVIDED BY OPERATING ACTIVITIES | | 26,804 |
| | 79,735 |
| | 103,076 |
| | 209,941 |
|
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
Purchase of short term investments and marketable securities | | (2,689 | ) | | (4,093 | ) | | (8,022 | ) | | (11,959 | ) |
Proceeds from sales and maturities of short term investments | | 27 |
| | 337 |
| | 6,371 |
| | 21,038 |
|
Capital expenditures | 19 | (32,726 | ) | | (29,972 | ) | | (72,754 | ) | | (93,857 | ) |
Acquisition of Orko Silver Corporation | 8 | — |
| | — |
| | (113,214 | ) | | — |
|
Other | | (48 | ) | | 479 |
| | 1,163 |
| | 1,659 |
|
CASH USED IN INVESTING ACTIVITIES | | (35,436 | ) | | (33,249 | ) | | (186,456 | ) | | (83,119 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from issuance of notes and bank borrowings | 11 | — |
| | — |
| | 300,000 |
| | — |
|
Payments on long-term debt, capital leases, and associated costs |
| (1,824 | ) | | (80,318 | ) | | (59,021 | ) | | (94,562 | ) |
Payments on gold production royalty |
| (12,619 | ) | | (17,458 | ) | | (43,548 | ) | | (58,119 | ) |
Reductions of restricted assets associated with the Kensington Term Facility | | — |
| | 4,645 |
| | — |
| | 4,645 |
|
Share repurchases | | (14,995 | ) | | (9,971 | ) | | (27,552 | ) | | (9,971 | ) |
Other | | (27 | ) | | 134 |
| | (505 | ) | | (912 | ) |
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | | (29,465 | ) | | (102,968 | ) | | 169,374 |
| | (158,919 | ) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | | (38,097 | ) | | (56,482 | ) | | 85,994 |
| | (32,097 | ) |
Cash and cash equivalents at beginning of period | | 249,531 |
| | 199,397 |
| | 125,440 |
| | 175,012 |
|
Cash and cash equivalents at end of period | | $ | 211,434 |
| | $ | 142,915 |
| | $ | 211,434 |
| | $ | 142,915 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1 – BASIS OF PRESENTATION
Basis of Presentation: The Company’s unaudited interim condensed consolidated financial statements have been prepared under United States Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of Coeur Mining, Inc. and its consolidated subsidiaries (“Coeur” or the “Company”). In the opinion of management, all adjustments and disclosures necessary for the fair presentation of these interim statements have been included. The results reported in these interim statements may not be indicative of the results reported for the year ending December 31, 2013. The condensed consolidated December 31, 2012 balance sheet data was derived from the audited consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Form 10-K for the year ended December 31, 2012.
Use of Estimates: The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. The most significant areas requiring the use of management’s estimates and assumptions relate to recoverable ounces from proven and probable reserves that are the basis of future cash flow estimates and units-of-production depreciation and amortization calculations; useful lives utilized for depreciation, depletion and amortization; estimates of future cash flows for long lived assets; estimates of recoverable gold and silver ounces in ore on leach pads; the amount and timing of reclamation and remediation costs; and valuation allowance for deferred tax assets.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Adopted Accounting Pronouncements:
On January 1, 2013, the Company adopted ASU 2011-11, "Balance Sheet (Topic 201): Disclosures about Offsetting Assets and Liabilities." This ASU adds certain additional disclosure requirements about financial instruments and derivative instruments that are subject to netting arrangements. The adoption of ASU 2011-11 had no effect on the Company's financial position, results of operations or cash flows.
On January 1, 2013, the Company adopted ASU 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The new standard requires either in a single note or parenthetically on the face of the financial statements: (i) the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and (ii) the income statement line items affected by the reclassification. The adoption of ASU 2013-02 had no effect on the Company's financial position, results of operations or cash flows.
Recently Issued Accounting Pronouncements:
In July 2013, the FASB issued ASU 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss carryforwards, a similar tax loss, or tax credit carryforwards. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax provision. The update is effective prospectively for the Company's fiscal year beginning January 1, 2014.
NOTE 3 – EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the three and nine months ended September 30, 2013, 1,142,530 shares of common stock equivalents related to equity-based awards have not been included in the diluted per share calculation as the shares would be antidilutive. For the three and nine months ended September 30, 2012, 772,368 and 640,660 shares, respectively, of common stock equivalents related to equity-based awards have not been included in the diluted per share calculation as the shares would be antidilutive. The 3.25% Convertible Senior Notes were not included in the computation of diluted earnings per share for the three and nine months ended September 30, 2013 and 2012 because there is no excess value upon conversion over the principal amount of the Notes.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
|
| | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
In thousands except per share amounts | 2013 | | 2012 | | 2013 | | 2012 |
| | | | | | | |
Net income (loss) available to common stockholders | $ | (46,265 | ) | | $ | (15,821 | ) | | $ | (69,035 | ) | | $ | 11,127 |
|
Weighted average shares | | | | | | | |
Basic | 100,778 |
| | 89,429 |
| | 96,893 |
| | 89,550 |
|
Effect of share based compensation plans | — |
| | — |
| | — |
| | 140 |
|
Diluted | 100,778 |
| | 89,429 |
| | 96,893 |
| | 89,690 |
|
Income (loss) per share | | | | | | | |
Basic | $ | (0.46 | ) | | $ | (0.18 | ) | | $ | (0.71 | ) | | $ | 0.12 |
|
Diluted | $ | (0.46 | ) | | $ | (0.18 | ) | | $ | (0.71 | ) | | $ | 0.12 |
|
NOTE 4 – FAIR VALUE MEASUREMENTS
Accounting standards establish 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 market prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and |
| |
Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. 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 (in thousands):
|
| | | | | | | | | | | | | | | |
| Fair Value at September 30, 2013 |
| Total | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | |
Marketable equity securities | $ | 17,616 |
| | $ | 17,616 |
| | $ | — |
| | $ | — |
|
Gold and silver put options | 160 |
| | — |
| | 160 |
| | — |
|
| $ | 17,776 |
| | $ | 17,616 |
| | $ | 160 |
| | $ | — |
|
Liabilities: | | | | | | | |
Palmarejo royalty obligation embedded derivative | $ | 61,996 |
| | $ | — |
| | $ | 61,996 |
| | $ | — |
|
Rochester NSR royalty obligation | 24,409 |
| | — |
| | — |
| | 24,409 |
|
Other derivative instruments, net | 2,069 |
| | — |
| | 2,069 |
| | — |
|
| $ | 88,474 |
| | $ | — |
| | $ | 64,065 |
| | $ | 24,409 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
|
| | | | | | | | | | | | | | | |
| Fair Value at December 31, 2012 |
| Total | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | |
Short term investments | $ | 999 |
| | $ | 999 |
| | $ | — |
| | $ | — |
|
Marketable equity securities | 27,065 |
| | 27,065 |
| | — |
| | — |
|
Other derivative instruments, net | 943 |
| | — |
| | 943 |
| | — |
|
| $ | 29,007 |
| | $ | 28,064 |
| | $ | 943 |
| | $ | — |
|
Liabilities: | | | | | | | |
Palmarejo royalty obligation embedded derivative | $ | 145,098 |
| | $ | — |
| | $ | 145,098 |
| | $ | — |
|
Put and call options | 9,299 |
| | — |
| | 9,299 |
| | — |
|
| $ | 154,397 |
| | $ | — |
| | $ | 154,397 |
| | $ | — |
|
The Company’s short-term investments are readily convertible to cash and, therefore, these investments are classified within Level 1 of the fair value hierarchy.
The Company’s marketable equity securities are recorded at fair market value in the financial statements based on quoted market prices, which are accessible at the measurement date for identical assets. Such instruments are classified within Level 1 of the fair value hierarchy.
The Company’s gold put and call options, Palmarejo royalty obligation embedded derivative, and other derivative instruments, net, which relate to the concentrate sales contracts and foreign exchange contracts, are valued using pricing models, which require inputs that are derived from observable market data, including contractual terms, forward market prices, yield curves and credit spreads. The model inputs can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.
The estimated fair value of the Rochester NSR royalty obligation was estimated based on observable market data including contractual terms, forward silver and gold prices, yield curves and credit spreads. The Company’s current mine plan is a significant input used in the estimated fair value of the Rochester NSR royalty obligation and is considered company specific and unobservable. Therefore, the Company has classified the Rochester NSR royalty obligation as a Level 3 financial liability. Based on the current mine plan, an expected royalty duration of 4.68 years was used to estimate the fair value of the Rochester NSR royalty obligation as of September 30, 2013. The Company had no Level 3 financial assets and liabilities as of December 31, 2012.
Financial assets and liabilities that are not measured at fair value at September 30, 2013 and December 31, 2012 are set forth below (in thousands):
|
| | | | | | | | | | | | | | | |
| Fair Value at September 30, 2013 |
| Total | | Level 1 | | Level 2 | | Level 3 |
Liabilities: |
| | | | | | |
3.25% Convertible Senior Notes due 2028 | $ | 5,131 |
| | $ | 5,131 |
| | $ | — |
| | $ | — |
|
7.875% Senior Notes due 2021 | $ | 304,314 |
| | $ | 304,314 |
| | $ | — |
| | $ | — |
|
Palmarejo Gold Production Royalty Obligation | $ | 70,795 |
| | $ | — |
| | $ | 70,795 |
| | $ | — |
|
|
| | | | | | | | | | | | | | | |
| Fair Value at December 31, 2012 |
| Total | | Level 1 | | Level 2 | | Level 3 |
Liabilities: | | | | | | | |
3.25% Convertible Senior Notes due 2028 | $ | 48,220 |
| | $ | 48,220 |
| | $ | — |
| | $ | — |
|
Palmarejo Gold Production Royalty Obligation | $ | 90,617 |
| | $ | — |
| | $ | 90,617 |
| | $ | — |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
NOTE 5 – INVESTMENTS
The Company invests in marketable equity securities of silver and gold exploration and development companies. These investments are classified as available-for-sale and are measured at fair market value in the financial statements with unrealized gains or losses recorded in other comprehensive income.
The Company’s investments in marketable securities as of September 30, 2013 and December 31, 2012 (in thousands):
|
| | | | | | | | | | | | | | | |
| Investments in marketable securities |
| Adjusted Cost | | Gross Unrealized Losses | | Gross Unrealized Gains | | Estimated Fair Value |
Marketable securities at September 30, 2013 | $ | 17,860 |
| | $ | (987 | ) | | $ | 743 |
| | $ | 17,616 |
|
| | | | | | | |
Marketable securities at December 31, 2012 | $ | 34,786 |
| | $ | (10,443 | ) | | $ | 2,722 |
| | $ | 27,065 |
|
In the three months ended September 30, 2013 and 2012, the Company recognized an unrealized gain of $0.3 million and $6.0 million, respectively, in other comprehensive income (loss). In the nine months ended September 30, 2013, and 2012, the Company recognized an unrealized loss of $10.8 million and an unrealized gain of $0.8 million, respectively. The Company performs a quarterly assessment on each of its marketable securities with unrealized losses to determine if the security is other than temporarily impaired. The Company's management team uses industry knowledge and expertise to evaluate each investment and determined that unrealized losses on certain investments are not other than temporary. In the three and nine months ended September 30, 2013 other than temporary impairment charges of $0.9 million and $18.1 million, respectively, were recorded.
The Company had $1.0 million of short-term investments at December 31, 2012. These investments were held with various banks and had maturity dates of less than one year. There were no short term investments at September 30, 2013.
NOTE 6 – RECEIVABLES
Receivables consist of the following (in thousands):
|
| | | | | | | |
| September 30, 2013 | | December 31, 2012 |
Receivables - current | | | |
Accounts receivable - trade | $ | 16,295 |
| | $ | 8,701 |
|
Refundable income tax | 8,330 |
| | 9,331 |
|
Refundable value added tax | 46,242 |
| | 40,020 |
|
Accounts receivable - other | 3,550 |
| | 4,386 |
|
| $ | 74,417 |
| | $ | 62,438 |
|
Receivables - non-current | | | |
Refundable value added tax | $ | 37,191 |
| | $ | 48,767 |
|
Trade receivables and other receivable balances are reported at outstanding principal amounts, net of an allowance for doubtful accounts. Management evaluates the collectability of receivable account balances to determine the allowance, if any. There were no allowances against receivable balances at September 30, 2013 or December 31, 2012.
NOTE 7 – METAL AND OTHER INVENTORY
Metal and other inventory consist of the following (in thousands):
|
| | | | | | | |
| September 30, 2013 | | December 31, 2012 |
Concentrate and doré inventory | $ | 57,519 |
| | $ | 91,130 |
|
Supplies | 66,018 |
| | 79,540 |
|
Metal and other inventory | $ | 123,537 |
| | $ | 170,670 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
NOTE 8 – ACQUISITION OF ORKO SILVER CORPORATION/LA PRECIOSA MINERAL INTERESTS
On April 16, 2013, the Company completed its acquisition of Orko Silver Corporation (“Orko”). Upon completion of the acquisition, the Company holds the La Preciosa silver-gold project in the state of Durango, Mexico. The transaction was accounted for as a purchase of mineral interests since La Preciosa is a development stage project.
Total consideration paid for the asset acquisition (in thousands):
|
| | | |
Common shares issued (11,572,918 at $14.98) | $ | 173,363 |
|
Cash | 99,059 |
|
Warrants (1,588,768 valued at $3.64 per warrant) | 5,777 |
|
Transaction advisory fees and other acquisition costs | 17,642 |
|
Total purchase price | 295,841 |
|
Current liabilities | 2,616 |
|
Deferred income taxes | 114,339 |
|
Total liabilities assumed | 116,955 |
|
Total consideration | $ | 412,796 |
|
Estimated fair value of the assets acquired (in thousands):
|
| | | |
Cash | $ | 3,487 |
|
Other current assets | 635 |
|
Mineral interests | 408,352 |
|
Other assets | 322 |
|
Total assets acquired | $ | 412,796 |
|
NOTE 9 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following (in thousands):
|
| | | | | | | |
| September 30, 2013 | | December 31, 2012 |
Land | $ | 1,764 |
| | $ | 2,152 |
|
Buildings and improvements | 596,655 |
| | 581,286 |
|
Machinery and equipment | 390,069 |
| | 360,199 |
|
Capitalized leases for machinery, equipment, buildings, and land | 22,444 |
| | 35,129 |
|
| 1,010,932 |
| | 978,766 |
|
Accumulated depreciation and amortization | (373,931 | ) | | (313,067 | ) |
| 637,001 |
| | 665,699 |
|
Construction in progress | 12,590 |
| | 18,303 |
|
| $ | 649,591 |
| | $ | 684,002 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
NOTE 10 – MINING PROPERTIES
Mining properties consist of the following (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
September 30, 2013 | Palmarejo | | San Bartolomé | | Kensington | | Rochester | | Endeavor | | La Preciosa | | Joaquin | | Total |
Mining properties | $ | 170,789 |
| | $ | 70,371 |
| | $ | 345,447 |
| | $ | 148,626 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 735,233 |
|
Accumulated depletion | (101,687 | ) | | (21,270 | ) | | (68,909 | ) | | (102,105 | ) | | — |
| | — |
| | — |
| | (293,971 | ) |
| 69,102 |
| | 49,101 |
| | 276,538 |
| | 46,521 |
| | — |
| | — |
| | — |
| | 441,262 |
|
Mineral interests | 1,660,580 |
| | 26,643 |
| | — |
| | — |
| | 44,033 |
| | 408,352 |
| | 93,429 |
| | 2,233,037 |
|
Accumulated depletion | (282,339 | ) | | (8,398 | ) | | — |
| | — |
| | (17,563 | ) | | — |
| | — |
| | (308,300 | ) |
| 1,378,241 |
| | 18,245 |
| | — |
| | — |
| | 26,470 |
| | 408,352 |
| | 93,429 |
| | 1,924,737 |
|
Total mining properties | $ | 1,447,343 |
| | $ | 67,346 |
| | $ | 276,538 |
| | $ | 46,521 |
| | $ | 26,470 |
| | $ | 408,352 |
| | $ | 93,429 |
| | $ | 2,365,999 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2012 | Palmarejo | | San Bartolomé | | Kensington | | Rochester | | Endeavor | | Joaquin | | Total |
Mining properties | $ | 155,722 |
| | $ | 70,322 |
| | $ | 333,619 |
| | $ | 114,973 |
| | $ | — |
| | $ | — |
| | $ | 674,636 |
|
Accumulated depletion | (82,037 | ) | | (18,439 | ) | | (46,649 | ) | | (100,437 | ) | | — |
| | — |
| | (247,562 | ) |
| 73,685 |
| | 51,883 |
| | 286,970 |
| | 14,536 |
| | — |
| | — |
| | 427,074 |
|
Mineral interests | 1,658,389 |
| | 26,642 |
| | — |
| | — |
| | 44,033 |
| | 93,429 |
| | 1,822,493 |
|
Accumulated depletion | (235,795 | ) | | (7,338 | ) | | — |
| | — |
| | (14,625 | ) | | — |
| | (257,758 | ) |
| 1,422,594 |
| | 19,304 |
| | — |
| | — |
| | 29,408 |
| | 93,429 |
| | 1,564,735 |
|
Total mining properties | $ | 1,496,279 |
| | $ | 71,187 |
| | $ | 286,970 |
| | $ | 14,536 |
| | $ | 29,408 |
| | $ | 93,429 |
| | $ | 1,991,809 |
|
Operational Mining Properties
Palmarejo Mine: Palmarejo is located in the State of Chihuahua in northern Mexico, and its principal silver and gold properties are collectively referred to as the “Palmarejo mine.” The Palmarejo mine commenced production in April 2009.
San Bartolomé Mine: The San Bartolomé mine is a silver mine located near the city of Potosi, Bolivia. The mineral rights for the San Bartolomé project are held through long-term joint venture/lease agreements with several local independent mining co-operatives and the Bolivian state owned mining organization, (“COMIBOL”). The Company commenced commercial production at San Bartolomé in June 2008.
Kensington Mine: The Kensington mine is an underground gold mine and consists of the Kensington and adjacent Jualin properties located on the east side of the Lynn Canal about 45 miles north-northwest of Juneau, Alaska. The Company commenced commercial production in July of 2010.
Rochester Mine: The Company has conducted operations at the Rochester mine, located in Western Nevada, since September 1986. The mine utilizes the heap-leaching process to extract both silver and gold from ore mined using open pit methods. Rochester’s primary product is silver with gold produced as a by-product.
Mineral Interests
Endeavor Mine: In May 2005, CDE Australia Pty Ltd ("CDE Australia"), a wholly-owned subsidiary of the Company, acquired the silver production and reserves, up to a maximum 17.7 million payable ounces, contained at the Endeavor mine in Australia, which is owned and operated by Cobar Operations Pty. Limited, a wholly-owned subsidiary of CBH Resources Ltd. In March 2006, CDE Australia entered into an amended agreement under which it owns all silver production and reserves up to a total of 20.0 million payable ounces.
CDE Australia began realizing reductions in revenues in the fourth quarter of 2008 as a result of a silver price sharing provision that was part of the purchase agreement. CDE Australia has received approximately 4.7 million payable ounces to date and the current ore reserve contains approximately 4.0 million payable ounces based on current metallurgical recovery and current smelter contract terms.
La Preciosa Project: On April 16, 2013, the Company completed its acquisition of Orko Silver Corporation (“Orko”), which holds the La Preciosa silver-gold project in Durango, Mexico.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
Joaquin Project: The Joaquin project is located in the Santa Cruz province of southern Argentina. The Company commenced exploration of this large property located north of the Company's Martha silver mine in November 2007 and acquired 100% in December 2012. Since that time, the Company has defined silver and gold mineralization in two deposits at Joaquin, La Negra and La Morocha, collectively referred to as the "Joaquin Project." The company continues to explore and develop the project.
NOTE 11 – DEBT AND CAPITAL LEASE OBLIGATIONS
The current and non-current portions of long-term debt and capital lease obligations as of September 30, 2013 and December 31, 2012 are as follows (in thousands):
|
| | | | | | | | | | | | | | | |
| September 30, 2013 | | December 31, 2012 |
| Current | | Non-Current | | Current | | Non-Current |
3.25% Convertible Senior Notes due 2028 | $ | — |
| | $ | 5,334 |
| | $ | 48,081 |
| | $ | — |
|
7.875% Senior Notes due 2021 | — |
| | 300,000 |
| | — |
| | — |
|
Capital lease obligations | 3,868 |
| | 1,038 |
| | 7,902 |
| | 3,460 |
|
| $ | 3,868 |
| | $ | 306,372 |
| | $ | 55,983 |
| | $ | 3,460 |
|
3.25% Convertible Senior Notes due 2028
Per the indenture governing the 3.25% Convertible Senior Notes due 2028 (the “Convertible Notes”), the Company announced on February 13, 2013 that it was offering to repurchase all of its outstanding 3.25% Convertible Senior Notes due 2028. As of February 12, 2013, there was $48.7 million aggregate principal amount of Convertible Notes outstanding. The Company repurchased $43.3 million in aggregate principal amount, leaving a balance of $5.3 million at September 30, 2013.
7.875% Senior Notes due 2021
On January 29, 2013, the Company completed an offering of $300 million in aggregate principal amount of 7.875% Senior Notes due 2021 (the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Company commenced an exchange offer for the Notes on September 30, 2013 to exchange the Notes for freely transferable notes containing substantially similar terms, in accordance with the registration rights granted to the holders of the Notes when they were issued. The exchange offer was consummated on November 5, 2013. As of September 30, 2013, the outstanding balance of the Notes was $300 million.
Revolving Credit Facility
On August 1, 2012, Coeur Alaska, Inc. and Coeur Rochester, Inc. (the “Borrowers”), each a wholly-owned subsidiary of the Company, entered into a new Credit Agreement (the “Credit Agreement”) by and among the Company, the Borrowers, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent. The Credit Agreement provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $100.0 million, which principal amount may be increased, subject to receiving additional commitments therefor among other items, by up to $50.0 million. There is a commitment fee on the unused portion of the line which varies between 0.5% and 0.75% depending on the prior quarter's consolidated total leverage ratio, as defined in the Credit Agreement. The unused line fee for the three and nine months ended September 30, 2013 was $0.2 million and $0.4 million, respectively and was charged to interest expense.
As of September 30, 2013, no amounts were outstanding under the Revolving Credit Facility.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
Interest Expense
Interest expense is made up of the following (in thousands):
|
| | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2013 | 2012 | | 2013 | 2012 |
3.25% Convertible Senior Notes due 2028 | $ | 43 |
| $ | 395 |
| | $ | 423 |
| $ | 1,186 |
|
7.875% Senior Notes due 2021 | 5,906 |
| — |
| | 15,947 |
| — |
|
Revolving Credit Facility | 176 |
| 85 |
| | 434 |
| 85 |
|
Kensington Term Facility (terminated in 2012) | — |
| 459 |
| | — |
| 2,339 |
|
Capital lease obligations | 89 |
| 219 |
| | 355 |
| 827 |
|
Other debt obligations | 18 |
| 351 |
| | 287 |
| 583 |
|
Accretion of Palmarejo gold production royalty obligation | 4,023 |
| 4,384 |
| | 12,192 |
| 15,047 |
|
Amortization of debt issuance costs | 540 |
| 1,331 |
| | 1,604 |
| 1,838 |
|
Accretion of debt discount | — |
| 639 |
| | 576 |
| 1,879 |
|
Capitalized interest | (1,133 | ) | (512 | ) | | (1,494 | ) | (2,206 | ) |
Total interest expense, net of capitalized interest | $ | 9,662 |
| $ | 7,351 |
| | $ | 30,324 |
| $ | 21,578 |
|
NOTE 12 – RECLAMATION AND MINE CLOSURE
Reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties as well as remediation costs for inactive properties. The Company uses assumptions about future costs, mineral prices, mineral processing recovery rates, production levels, capital costs and reclamation costs. Such assumptions are based on the Company’s current mining plan and the best available information for making such estimates. The sum of the expected costs by year is discounted, using the Company's credit adjusted risk free interest rate. On an ongoing basis, management evaluates its estimates and assumptions; however, actual amounts could differ from those based on such estimates and assumptions.
Changes to the Company’s asset retirement obligations for active mining sites are as follows (in thousands):
|
| | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2013 | | 2012 | | 2013 | | 2012 |
Asset retirement obligation - beginning | $ | 35,578 |
| | $ | 34,510 |
| | $ | 34,456 |
| | $ | 32,714 |
|
Accretion | 777 |
| | 714 |
| | 2,277 |
| | 2,180 |
|
Addition and changes in estimates | 19,542 |
| | — |
| | 19,542 |
| | 335 |
|
Settlements | (124 | ) | | (13 | ) | | (502 | ) | | (18 | ) |
Asset retirement obligation - ending | $ | 55,773 |
| | $ | 35,211 |
| | $ | 55,773 |
| | $ | 35,211 |
|
In addition, the Company has accrued $0.6 million and $0.9 million as of September 30, 2013 and December 31, 2012, respectively, for reclamation liabilities related to former mining activities. These amounts are also included in reclamation and mine closure liabilities. In the three months ended September 30, 2013, the Company increased its estimate of the reclamation obligations by $16.8 million at Rochester and $2.7 million at Kensington.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
NOTE 13 – INCOME TAXES
The following table summarizes the components of the Company’s income tax provision for the three and nine months ended September 30, 2013 and 2012 (in thousands):
|
| | | | | | | | | | | | | | | |
| Three months ended September 30, | | Nine months ended September 30, |
| 2013 | | 2012 | | 2013 | | 2012 |
| | | | | | | |
United States | $ | 5,182 |
| | $ | (465 | ) | | $ | 1,905 |
| | $ | (3,990 | ) |
Mexico | 1,886 |
| | 5,409 |
| | (17,585 | ) | | (10,341 | ) |
Bolivia | (4,598 | ) | | (23,106 | ) | | (13,482 | ) | | (41,684 | ) |
Other jurisdictions | (489 | ) | | 687 |
| | (2,511 | ) | | (758 | ) |
Income tax provision from continuing operations | $ | 1,981 |
| | $ | (17,475 | ) | | $ | (31,673 | ) | | $ | (56,773 | ) |
The income tax provision for the three and nine months ended September 30, 2013 varies from the statutory rate primarily because of differences in tax rates for the Company's foreign operations and changes in valuation allowances for net deferred tax assets, permanent differences and foreign exchange rate differences.
The Company has U.S. net operating loss carryforwards which expire in 2017 through 2031. Net operating losses in foreign countries have an indefinite carryforward period, except in Mexico where net operating loss carryforwards are limited to ten years.
NOTE 14 – SHARE-BASED COMPENSATION PLANS
Compensation expense recognized in the Company’s consolidated financial statements for the three months ended September 30, 2013 and 2012 for share based compensation awards was $0.2 million and $3.4 million, respectively. Compensation expense recognized for the nine months ended September 30, 2013 and 2012 for share based compensation awards was $2.3 million and $6.1 million, respectively. Stock appreciation rights (SARs) outstanding under the plan are liability-based awards and are required to be re-measured at the end of each reporting period with corresponding adjustments to previously recognized and future stock-based compensation expense. At September 30, 2013, there was $7.4 million of total unrecognized compensation cost (net of estimated forfeitures) to be recognized over a weighted-average period of 1.7 years.
The following table summarizes the new grants issued during the nine months ended September 30, 2013:
|
| | | | | | | | | | | | | | | | | | | | | |
Grant date | | Restricted stock | | Grant date fair value of restricted stock | | Stock options | | Grant date fair value of stock options | | Performance shares | | Grant date fair value of performance shares |
January 2, 2013 | | 1,805 |
| | $ | 25.20 |
| | — |
| | $ | — |
| | — |
| | $ | — |
|
January 22, 2013 | | 47,994 |
| | $ | 23.90 |
| | 77,715 |
| | $ | 14.77 |
| | 95,991 |
| | $ | 27.41 |
|
February 4, 2013 | | 18,668 |
| | $ | 22.63 |
| | 17,692 |
| | $ | 14.00 |
| | 21,828 |
| | $ | 25.96 |
|
April 1, 2013 | | 157,142 |
| | $ | 18.51 |
| | 73,290 |
| | $ | 11.39 |
| | 28,662 |
| | $ | 21.23 |
|
May 21, 2013 | | 111,193 |
| | $ | 13.66 |
| | — |
| | $ | — |
| | — |
| | $ | — |
|
July 1, 2013 | | 69,774 |
| | $ | 12.72 |
| | 16,157 |
| | $ | 7.93 |
| | 20,451 |
| | $ | 14.59 |
|
The following options and stock appreciation rights were exercised during the nine months ended September 30, 2013:
|
| | | | | | | | | | | | | | |
Award Type | | Number of Exercised Units | | Weighted Average Exercised Price | | Number of Exercisable Units | | Weighted Average Exercisable Price |
Options | | 926 |
| | $ | 20.80 |
| | 252,713 |
| | $ | 33.07 |
|
Stock Appreciation Rights | | 3,846 |
| | $ | 15.40 |
| | 65,019 |
| | $ | 14.21 |
|
The following shows the weighted average fair value of SARs outstanding at September 30, 2013:
|
| | | |
| SARs |
Weighted average fair value | $ | 3.09 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
NOTE 15 – DEFINED CONTRIBUTION AND 401(k) PLAN
Defined Contribution and 401(k) Plan
The Company maintains a retirement savings plan (which qualifies under Section 401(k) of the U.S. Internal Revenue Code) covering all eligible U.S. employees. Under the plan, employees may elect to contribute up to 75% of base salary, subject to ERISA limitations. The Company adopted a Safe Harbor Tiered Match and is required to make matching contributions equal to 100% of the employee’s contribution up to 3% of the employee’s compensation plus matching contributions equal to 50% of the employee’s contribution up to an additional 2% of the employee’s compensation. In addition, the Company provides a noncontributory defined contribution based on a percentage of eligible employee's salary. Total plan expenses recognized in the Company’s consolidated financial statements for the three months ended September 30, 2013 and 2012 were $1.1 million and $1.0 million, respectively. Total plan expenses recognized in the Company’s consolidated financial statements for the nine months ended September 30, 2013 and 2012 were $3.2 million and $3.1 million, respectively.
NOTE 16 – DERIVATIVE FINANCIAL INSTRUMENTS
Palmarejo Gold Production Royalty
On January 21, 2009, the Company entered into a gold production royalty transaction with Franco-Nevada Corporation. The royalty covers 50% of the life of mine production from the Palmarejo mine and adjacent properties. The royalty transaction included a minimum obligation of 4,167 ounces per month that ends when payments have been made on a total of 400,000 ounces of gold. As of September 30, 2013, a total of 156,493 ounces of gold remain outstanding under the minimum royalty obligation.
The price volatility associated with the minimum royalty obligation is considered an embedded derivative financial instrument under U.S. GAAP. As such, the Company is required to recognize the change in fair value of the remaining minimum obligation due to the changing gold prices. Unrealized gains are recognized in periods when the forward gold price has decreased from the previous period and unrealized losses are recognized in periods when the forward gold price increases. The fair value of the embedded derivative is reflected net of the Company's current credit adjusted risk free rate, which was 6.3% and 4.2% at September 30, 2013 and December 31, 2012, respectively. The fair value of the embedded derivative at September 30, 2013 and December 31, 2012, based on forward gold prices averaging approximately $1,337 and $1,694 per ounce, respectively, was a liability of $62.0 million and $145.1 million, respectively. During the three months ended September 30, 2013 and 2012, mark-to-market adjustments for this embedded derivative amounted to a loss of $9.6 million and $23.4 million, respectively. During the nine months ended September 30, 2013 and 2012, mark-to-market adjustments for this embedded derivative amounted to a gain of $83.1 million and a loss of $10.9 million, respectively.
Payments on the royalty obligation occur monthly resulting in a decrease to the carrying amount of the minimum obligation and the derivative liability and the recognition of realized gains or losses as a result of changing prices for gold. Each monthly payment is an amount equal to the greater of the minimum of 4,167 ounces of gold or 50% of the actual gold production per month multiplied by the excess of the monthly average market price of gold above $400 per ounce (which $400 floor is subject to a 1% annual inflation compounding adjustment beginning on January 21, 2013). For the three months ended September 30, 2013 and 2012, realized losses on settlement of the liabilities were $5.6 million and $10.9 million, respectively. For the nine months ended September 30, 2013 and 2012, realized losses on settlement of the liabilities were $22.9 million and $35.0 million, respectively. The mark-to-market adjustments and realized losses are included in fair value adjustments, net in the consolidated statement of operations.
Foreign Exchange Contracts and Hedges
The Company periodically enters into foreign exchange contracts and hedges to reduce the foreign exchange risk associated with forecasted Mexican peso (“MXN”) operating costs at its Palmarejo mine. At September 30, 2013, the Company had MXN foreign exchange contracts of $24.0 million in U.S. dollars. These contracts require the Company to exchange U.S. dollars for MXN at a weighted average exchange rate of 12.55 MXN to each U.S. dollar over the next six months. At December 31, 2012, the Company had MXP foreign exchange contracts of $26.1 million in U.S. dollars. These contracts required the Company to exchange U.S. dollars for MXN at a weighted average exchange rate of 13.11 MXN to each U.S. dollar and the Company had a liability with a fair value of $0.1 million at December 31, 2012. In addition, at September 30, 2013, the Company had outstanding call options requiring it to sell $24.0 million in U.S. dollars in exchange for MXP at a weighted average strike price of 15.06 MXP to each U.S. dollar if the foreign exchange rate exceeds the strike price. Further, at September 30, 2013, the Company had outstanding put options allowing it to buy $24.0 million in U.S. dollars in exchange for MXP at a weighted average strike price of 12.50 MXP to each U.S. dollar if the foreign exchange rate exceeds the strike price. The Company had a liability with a fair value of $1.3 million at September 30, 2013. The Company recorded a mark-to-market gain on these contracts of $0.1 million and a mark-to-market loss of $1.4 million for the three and nine months ended September 30, 2013, respectively. The Company recorded mark-to-market gains on these contracts of $0.6 million and $3.4 million for the three and nine months ended September 30, 2012, respectively. These mark-to-market adjustments are reflected in fair value adjustments, net in the consolidated statement of operations. The Company recorded a realized loss of $0.1 million and a realized gain of $0.7 million in production costs
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
applicable to sales during the three and nine months ended September 30, 2013, respectively. The Company recorded realized gains of $0.4 million and realized losses of $1.5 million in the three and nine months ended September 30, 2012, respectively, which have been recognized in production costs applicable to sales.
Concentrate Sales Contracts
The Company enters into concentrate sales contracts with third-party smelters. The contracts, in general, provide for a provisional payment based upon provisional assays and quoted metal prices. The provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates at the forward price at the time of sale. The embedded derivative, which is the final settlement price based on a future price, does not qualify for hedge accounting. These embedded derivatives are recorded as derivative assets (in Prepaid expenses and other) or derivative liabilities (in Accrued liabilities and other) on the balance sheet and are adjusted to fair value through earnings each period until the date of final settlement. At September 30, 2013, the Company had outstanding provisionally priced sales of $32.4 million, consisting of 0.1 million ounces of silver and 26,265 ounces of gold, which had a fair value of $31.7 million including the embedded derivative. At December 31, 2012, the Company had outstanding provisionally priced sales of $33.2 million consisting of 0.4 million ounces of silver and 11,957 ounces of gold, which had a fair value of approximately $34.1 million including the embedded derivative.
Commodity Derivatives
At September 30, 2013, the Company had outstanding put options that expire December 31, 2013, allowing it to sell 1.3 million ounces of silver and 25,000 ounces of gold at a strike price of $17.00 per ounce and $1,200 per ounce, respectively, if the market price of silver and gold were to fall below the strike price. The fair market value of these contracts was a net asset of $0.2 million. During the three months ended September 30, 2013, the Company recorded unrealized losses on the contracts of $0.4 million.
At December 31, 2012, the Company had outstanding call options requiring it to deliver 97,000 ounces of gold at a weighted average strike price of $1,967.89 per ounce if the market price of gold exceeds the strike price. At December 31, 2012, the Company had outstanding put options allowing it to sell 122,000 ounces of gold at a weighted average strike price of $967.86 per ounce if the market price of gold were to fall below the strike price. The fair market value of these contracts at December 31, 2012 was a net liability of $9.3 million. During the nine months ended September 30, 2013, 25,000 ounces of gold put options expired at a weighted average strike price of $921.60 per ounce and 12,500 ounces of gold call options expired at a weighted average strike price of $2,000, resulting in a realized loss of $1.1 million. During the three months ended September 30, 2013 and 2012, the Company settled the remaining 97,000 ounces of gold put options and 84,500 ounces of gold call options for a net realized gain of $0.4 million. During the three months ended September 30, 2013 and 2012, the Company recorded unrealized losses of $2.4 million and $3.6 million, respectively, related to the outstanding options. During the nine months ended September 30, 2013 and 2012, the Company recorded unrealized gains of $9.3 million and $1.4 million, respectively, related to the outstanding options. The realized and unrealized gains and losses are included in fair value adjustments, net in the consolidated statement of operations.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
As of September 30, 2013, the Company had the following derivative instruments that settle in each of the years indicated in the table (in thousands except average prices, ounces and notional data):
|
| | | | | | | | | | | | | | | |
| 2013 | | 2014 | | 2015 | | Thereafter |
Palmarejo gold production royalty | $ | 8,633 |
| | $ | 24,895 |
| | $ | 24,691 |
| | $ | 19,236 |
|
Average gold price in excess of minimum contractual deduction | $ | 502 |
| | $ | 498 |
| | $ | 494 |
| | $ | 490 |
|
Notional ounces | 17,201 |
| | 50,004 |
| | 50,004 |
| | 39,285 |
|
Mexican peso forward purchase contracts | $ | 12,000 |
| | $ | 12,000 |
| | $ | — |
| | $ | — |
|
Average rate (MXP/$) | $ | 12.90 |
| | $ | 12.20 |
| | $ | — |
| | $ | — |
|
Mexican peso notional amount | 154,816 |
| | 146,460 |
| | — |
| | — |
|
Mexican peso put options purchased | $ | — |
| | $ | 24,000 |
| | $ | — |
| | $ | — |
|
Average strike price (MXP/$) | $ | — |
| | $ | 12.50 |
| | $ | — |
| | $ | — |
|
Mexico peso notional amount | — |
| | 300,000 |
| | — |
| | — |
|
Mexican peso call options sold | $ | — |
| | $ | 24,000 |
| | $ | — |
| | $ | — |
|
Average strike price (MXP/$) | $ | — |
| | $ | 15.06 |
| | $ | — |
| | $ | — |
|
Mexico peso notional amount | — |
| | 361,500 |
| | — |
| | — |
|
Silver concentrate sales agreements | $ | 2,326 |
| | $ | — |
| | $ | — |
| | $ | — |
|
Average silver price | $ | 22.82 |
| | $ | — |
| | $ | — |
| | $ | — |
|
Notional ounces | 101,908 |
| | — |
| | — |
| | — |
|
Gold concentrate sales agreements | $ | 30,123 |
| | $ | — |
| | $ | — |
| | $ | — |
|
Average gold price | $ | 1,147 |
| | $ | — |
| | $ | — |
| | $ | — |
|
Notional ounces | 26,265 |
| | — |
| | — |
| | — |
|
Gold put options purchased | $ | 382 |
| | $ | — |
| | $ | — |
| | $ | — |
|
Average gold strike price | $ | 1,200 |
| | $ | — |
| | $ | — |
| | $ | — |
|
Notional ounces | 25,000 |
| | — |
| | — |
| | — |
|
Silver put options purchased | $ | 186 |
| | $ | — |
| | $ | — |
| | $ | — |
|
Average silver strike price | $ | 17.00 |
| | $ | — |
| | $ | — |
| | $ | — |
|
Notional ounces | 1,250,000 |
| | — |
| | — |
| | — |
|
The following summarizes the classification of the fair value of the derivative instruments as of September 30, 2013 and December 31, 2012 (in thousands):
|
| | | | | | | | | | | | | | | |
| September 30, 2013 |
| Prepaid expenses and other | | Accrued liabilities and other | | Current portion of royalty obligation | | Non-current portion of royalty obligation |
Foreign exchange contracts Peso | $ | 9 |
| | $ | 1,355 |
| | $ | — |
| | $ | — |
|
Palmarejo gold production royalty | — |
| | — |
| | 22,590 |
| | 39,406 |
|
Gold and silver put options | 160 |
| | — |
| | — |
| | — |
|
Concentrate sales contracts | 42 |
| | 766 |
| | — |
| | — |
|
| $ | 211 |
| | $ | 2,121 |
| | $ | 22,590 |
| | $ | 39,406 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
|
| | | | | | | | | | | | | | | | | | | |
| December 31, 2012 |
| Prepaid expenses and other | | Accrued liabilities and other | | Other long- term Liabilities | | Current portion of royalty obligation | | Non-current portion of royalty obligation |
Foreign exchange contracts Peso | $ | 376 |
| | $ | 300 |
| | $ | — |
| | $ | — |
| | $ | — |
|
Palmarejo gold production royalty | — |
| | — |
| | — |
| | 41,146 |
| | 103,952 |
|
Put and call options, net | — |
| | 2,025 |
| | 7,274 |
| | — |
| | — |
|
Concentrate sales contracts | 1,030 |
| | 163 |
| | — |
| | — |
| | — |
|
| $ | 1,406 |
| | $ | 2,488 |
| | $ | 7,274 |
| | $ | 41,146 |
| | $ | 103,952 |
|
The following represent mark-to-market gains (losses) on derivative instruments for the three and nine months ended September 30, 2013 and 2012 (in thousands):
|
| | | | | | | | | | | | | | | | | |
| | | Three months ended September 30, | | Nine months ended September 30, |
Financial statement line | Derivative | | 2013 | | 2012 | | 2013 | | 2012 |
Sales of metal | Concentrate sales contracts | | $ | 718 |
| | $ | 1,591 |
| | $ | (2,037 | ) | | $ | 2,050 |
|
Production costs applicable to sales | Forward foreign exchange contracts | | (99 | ) | | 394 |
| | 732 |
| | (1,540 | ) |
Fair value adjustments, net | Foreign exchange contracts MXN Peso | | 100 |
| | 621 |
| | (1,422 | ) | | 3,394 |
|
Fair value adjustments, net | Silver ounces receivable | | — |
| | 280 |
| | — |
| | 302 |
|
Fair value adjustments, net | Palmarejo gold royalty | | (15,279 | ) | | (34,266 | ) | | 60,216 |
| | (45,771 | ) |
Fair value adjustments, net | Put and call options | | (3,104 | ) | | (4,283 | ) | | 7,474 |
| | (2,647 | ) |
| | | $ | (17,664 | ) | | $ | (35,663 | ) | | $ | 64,963 |
| | $ | (44,212 | ) |
Credit Risk
The credit risk exposure related to any potential derivative instruments is limited to the unrealized gains, if any, on outstanding contracts based on current market prices. To reduce counter-party credit exposure, the Company deals with financial institutions management deems credit worthy and limits credit exposure to each. The Company does not anticipate non-performance by any of its counterparties. In addition, to allow for situations where positions may need to be revised, the Company deals only in markets that management considers highly liquid.
NOTE 17 – COMMITMENTS AND CONTINGENCIES
Sites Related to Callahan Mining Corporation
In 1991, the Company acquired all of the outstanding common stock of Callahan Mining Corporation. Since then, the Company has received requests for information or notices of potential liability from state or federal agencies with regard to Callahan's operations at sites in Idaho, Maine, Colorado and Washington. The Company did not make any decisions with respect to generation, transport or disposal of hazardous waste at these sites. Therefore, the Company believes that it is not liable for any potential cleanup costs either directly as an operator or indirectly as a parent. To date, none of these agencies have made any claims against the Company or Callahan for cleanup costs. The Company anticipates that further agency interaction may be possible with respect to three of these sites, discussed below.
Callahan operated a mine and mill in Brooksville, Maine from 1968 until 1972 and subsequently disposed of the property. In 2000, the U.S. Environmental Protection Agency, or EPA, made a formal request to the Company for information regarding the site. The site was placed on the National Priorities List on September 5, 2002, and the Maine Department of Transportation, a partial owner of the property, signed a consent order in 2005. In January 2009, the EPA and the State of Maine made additional formal requests to the Company for information relating to the site, to which the Company responded. The first phase of cleanup at the site began in April 2011.
The Van Stone Mine in Stevens County, Washington consists of several parcels and was mined from 1926 until 1993. Callahan sold its parcel in 1990. In February 2010, the State of Washington Department of Ecology notified Callahan Mining Corporation that it, among others, is a potentially liable person (PLP) under Washington law. Asarco LLC ("Asarco"), an affiliate of American Smelting and Refining Company, which developed the mill on the site in 1951, settled for $3.5 million. Another potentially liable person, Vaagen Brothers, signed a consent order which allows access to the site for a Remedial Investigation and Feasibility Study. Neither the Company nor Callahan Mining Corporation has received any further notices from the Washington
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited) - (Continued)
Department of Ecology. On June 5, 2012, Asarco filed a lawsuit in the U.S. District Court for the Eastern District of Washington against five named defendants, including Callahan Mining Corporation, seeking contribution for the $3.5 million settlement. Callahan Mining Corporation filed a response and defense to the lawsuit on December 11, 2012 and does not believe it has any liability to Asarco. The Court has set a trial date for September 22, 2014. On January 23, 2013, the Court entered an Order dismissing one of the five named defendants from the lawsuit as a result of the parties reaching a settlement.
Callahan controlled the Akron Mine located in Gunnison County, Colorado under lease and option agreements with several owners from 1937-1960. In