Document
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 March 31, 2018
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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 | | ¨ |
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| | | Emerging growth company | | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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 þ
The Company has 300,000,000 shares of common stock, par value of $0.01, authorized of which 186,116,975 shares were issued and outstanding as of April 23, 2018.
COEUR MINING, INC.
INDEX
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Part I. | | |
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| Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) | |
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| Condensed Consolidated Statements of Cash Flows (Unaudited) | |
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| Condensed Consolidated Balance Sheets | |
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| Condensed Consolidated Statement of Changes in Stockholders’ Equity | |
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| Notes to Condensed Consolidated Financial Statements (Unaudited) | |
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| Consolidated Financial Results | |
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| Results of Operations | |
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| Liquidity and Capital Resources | |
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| Non-GAAP Financial Performance Measures | |
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Part II. | | |
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| Item 5. Other Information | |
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Signatures | |
PART I
Item 1. Financial Statements
COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
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| | | | | | | | |
| | Three months ended March 31, |
| | 2018 | | 2017 |
| Notes | In thousands, except share data |
Revenue | 3 | $ | 163,267 |
| | $ | 185,554 |
|
COSTS AND EXPENSES | | | | |
Costs applicable to sales(1) | 3 | 99,340 |
| | 114,490 |
|
Amortization | | 30,777 |
| | 38,693 |
|
General and administrative | | 8,804 |
| | 10,125 |
|
Exploration | | 6,683 |
| | 5,252 |
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Pre-development, reclamation, and other | | 4,225 |
| | 3,837 |
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Total costs and expenses | | 149,829 |
| | 172,397 |
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OTHER INCOME (EXPENSE), NET | | | | |
Fair value adjustments, net | 10 | 4,987 |
| | (1,200 | ) |
Interest expense, net of capitalized interest | 18 | (5,965 | ) | | (3,579 | ) |
Other, net | 7 | 180 |
| | 20,799 |
|
Total other income (expense), net | | (798 | ) | | 16,020 |
|
Income (loss) before income and mining taxes | | 12,640 |
| | 29,177 |
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Income and mining tax (expense) benefit | 8 | (11,949 | ) | | (10,878 | ) |
Income (loss) from continuing operations | | $ | 691 |
| | $ | 18,299 |
|
Income (loss) from discontinued operations | 21 | 550 |
| | 364 |
|
NET INCOME (LOSS) | | $ | 1,241 |
| | $ | 18,663 |
|
OTHER COMPREHENSIVE INCOME (LOSS), net of tax: | | | | |
Unrealized gain (loss) on debt and equity securities | | (278 | ) | | (2,182 | ) |
Reclassification adjustments for impairment of equity securities | | — |
| | 121 |
|
Reclassification adjustments for realized (gain) loss on sale of equity securities | | — |
| | 1,471 |
|
Other comprehensive income (loss) | | (278 | ) | | (590 | ) |
COMPREHENSIVE INCOME (LOSS) | | $ | 963 |
| | $ | 18,073 |
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| | | | |
NET INCOME (LOSS) PER SHARE | 9 | | | |
Basic income (loss) per share: | | | | |
Net income (loss) from continuing operations | | $ | 0.00 |
| | $ | 0.10 |
|
Net income (loss) from discontinued operations | | 0.00 |
| | 0.00 |
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Basic(2) | | $ | 0.01 |
| | $ | 0.10 |
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Diluted income (loss) per share: | | | | |
Net income (loss) from continuing operations | | $ | 0.00 |
| | $ | 0.10 |
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Net income (loss) from discontinued operations | | 0.00 |
| | 0.00 |
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Diluted(2) | | $ | 0.01 |
| | $ | 0.10 |
|
(1) Excludes amortization.
(2) Due to rounding, the sum of net income per share from continuing operations and discontinued operations may not equal net income per share.
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)
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| | | | | | | | |
| | Three months ended March 31, |
| | 2018 | | 2017 |
| Notes | In thousands |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | |
Net income (loss) | | $ | 1,241 |
| | $ | 18,663 |
|
(Income) loss from discontinued operations | | (550 | ) | | (364 | ) |
Adjustments: | | | | |
Amortization | | 30,777 |
| | 38,693 |
|
Accretion | | 3,318 |
| | 2,240 |
|
Deferred taxes | | 454 |
| | 2,584 |
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Fair value adjustments, net | 10 | (4,987 | ) | | 1,200 |
|
Stock-based compensation | 5 | 2,786 |
| | 3,307 |
|
Gain on sale of the Joaquin project | | — |
| | (21,138 | ) |
Other | | 401 |
| | (1,895 | ) |
Changes in operating assets and liabilities: | | | | |
Receivables | | (1,691 | ) | | 5,680 |
|
Prepaid expenses and other current assets | | (5,635 | ) | | (4,906 | ) |
Inventory and ore on leach pads | | (8,708 | ) | | 15,171 |
|
Accounts payable and accrued liabilities | | (1,865 | ) | | (15,299 | ) |
CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS | | 15,541 |
| | 43,936 |
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CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS | | (2,690 | ) | | 11,335 |
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CASH PROVIDED BY OPERATING ACTIVITIES | | 12,851 |
| | 55,271 |
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CASH FLOWS FROM INVESTING ACTIVITIES: | | | | |
Capital expenditures | | (42,345 | ) | | (23,591 | ) |
Proceeds from the sale of assets | | 60 |
| | 15,019 |
|
Purchase of investments | | (361 | ) | | (1,016 | ) |
Sale of investments | | 1,619 |
| | 10,020 |
|
Other | | (65 | ) | | (14 | ) |
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF CONTINUING OPERATIONS | | (41,092 | ) | | 418 |
|
CASH USED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS | | (28,470 | ) | | (388 | ) |
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | | (69,562 | ) | | 30 |
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CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
Issuance of notes and bank borrowings, net of issuance costs | 18 | 15,000 |
| | — |
|
Payments on debt, capital leases, and associated costs | 18 | (18,449 | ) | | (3,206 | ) |
Other | | (4,606 | ) | | (3,247 | ) |
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES OF CONTINUING OPERATIONS | | (8,055 | ) | | (6,453 | ) |
CASH USED IN FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS | | (22 | ) | | (20 | ) |
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | | (8,077 | ) | | (6,473 | ) |
Effect of exchange rate changes on cash and cash equivalents | | 557 |
| | 555 |
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INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | | (64,231 | ) | | 49,383 |
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Less net cash provided by (used in) discontinued operations(1) | | (32,930 | ) | | 5,527 |
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| | (31,301 | ) | | 43,856 |
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Cash, cash equivalents and restricted cash at beginning of period | | 203,402 |
| | 126,601 |
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Cash, cash equivalents and restricted cash at end of period | | $ | 172,101 |
| | $ | 170,457 |
|
(1) Less net cash provided by (used in) discontinued operations includes the following cash transactions: net subsidiary payments to parent company of $1,748 and $5,400 during the three months ended March 31, 2018 and 2017, respectively.
The accompanying notes are an integral part of these condensed consolidated financial statements.
COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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| | | | | | | | |
| | March 31, 2018 (unaudited) | | December 31, 2017 |
ASSETS | Notes | In thousands, except share data |
CURRENT ASSETS | | | | |
Cash and cash equivalents | | $ | 159,643 |
| | $ | 192,032 |
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Receivables | 14 | 35,864 |
| | 19,069 |
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Inventory | 15 | 61,723 |
| | 58,230 |
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Ore on leach pads | 15 | 75,584 |
| | 73,752 |
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Prepaid expenses and other | | 18,203 |
| | 15,053 |
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Assets held for sale | 21 | — |
| | 91,421 |
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| | 351,017 |
| | 449,557 |
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NON-CURRENT ASSETS | | | | |
Property, plant and equipment, net | 16 | 266,157 |
| | 254,737 |
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Mining properties, net | 17 | 843,821 |
| | 829,569 |
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Ore on leach pads | 15 | 67,430 |
| | 65,393 |
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Restricted assets | 13 | 22,116 |
| | 20,847 |
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Equity and debt securities | 13 | 37,317 |
| | 34,837 |
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Receivables | 14 | 55,428 |
| | 28,750 |
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Other | | 18,649 |
| | 17,485 |
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TOTAL ASSETS | | $ | 1,661,935 |
| | $ | 1,701,175 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | |
CURRENT LIABILITIES | | | | |
Accounts payable | | $ | 44,864 |
| | $ | 48,592 |
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Accrued liabilities and other | 22 | 105,149 |
| | 94,930 |
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Debt | 18 | 17,040 |
| | 30,753 |
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Reclamation | 4 | 3,777 |
| | 3,777 |
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Liabilities held for sale | 21 | — |
| | 50,677 |
|
| | 170,830 |
| | 228,729 |
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NON-CURRENT LIABILITIES | | | | |
Debt | 18 | 396,984 |
| | 380,569 |
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Reclamation | 4 | 119,154 |
| | 117,055 |
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Deferred tax liabilities | | 105,224 |
| | 105,148 |
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Other long-term liabilities | | 55,432 |
| | 54,697 |
|
| | 676,794 |
| | 657,469 |
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STOCKHOLDERS’ EQUITY | | | | |
Common stock, par value $0.01 per share; authorized 300,000,000 shares, 186,176,237 issued and outstanding at March 31, 2018 and 185,637,724 at December 31, 2017 | | 1,862 |
| | 1,856 |
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Additional paid-in capital | | 3,355,710 |
| | 3,357,345 |
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Accumulated other comprehensive income (loss) | | (363 | ) | | 2,519 |
|
Accumulated deficit | | (2,542,898 | ) | | (2,546,743 | ) |
| | 814,311 |
| | 814,977 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 1,661,935 |
| | $ | 1,701,175 |
|
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
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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, 2017 | 185,638 |
| | $ | 1,856 |
| | $ | 3,357,345 |
| | $ | (2,546,743 | ) | | $ | 2,519 |
| | $ | 814,977 |
|
Net income (loss) | — |
| | — |
| | — |
| | 1,241 |
| | — |
| | 1,241 |
|
Reclassification of unrealized gain (loss) on equity securities for ASU 2016-01 | — |
| | — |
| | — |
| | 2,604 |
| | (2,604 | ) | | — |
|
Other comprehensive income (loss) | — |
| | — |
| | — |
| | — |
| | (278 | ) | | (278 | ) |
Common stock issued under stock-based compensation plans, net | 538 |
| | 6 |
| | (1,635 | ) | | — |
| | — |
| | (1,629 | ) |
Balances at March 31, 2018 (Unaudited) | 186,176 |
| | $ | 1,862 |
| | $ | 3,355,710 |
| | $ | (2,542,898 | ) | | $ | (363 | ) | | $ | 814,311 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The interim condensed consolidated financial statements of Coeur Mining, Inc. and its subsidiaries (collectively, “Coeur” or the “Company”) are unaudited. 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 which will be reported for the year ending December 31, 2018. The condensed consolidated December 31, 2017 balance sheet data was derived from audited consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 10-K”).
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
On January 1, 2018, the Company adopted the updated revenue guidance applicable under ASC 606 - Revenue from Contracts with Customers. The new guidance creates a five-step framework to determine revenue recognition:
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1. | Identify the contract with the customer |
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2. | Identify the performance obligations |
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3. | Determine the transaction price |
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4. | Allocate the transaction price to the performance obligations |
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5. | Recognize revenue when (or as) the entity satisfies a performance obligation |
The Company produces doré and concentrate that is shipped to third-party refiners and smelters, respectively, for processing. The Company enters into contracts to sell its metal to various third-party customers which may include the refiners and smelters that process the doré and concentrate. The Company’s performance obligation in these transactions is generally the transfer of metal to the customer.
In the case of doré shipments, the company generally sells refined metal at market prices agreed upon by both parties. The Company also has the right, but not the obligation, to sell a portion of the anticipated refined metal in advance of being fully refined. When the Company sells refined metal or advanced metal, the performance obligation is satisfied when the metal is delivered to the customer. Revenue and Costs Applicable to Sales are recorded on a gross basis under these contracts at the time the performance obligation is satisfied.
Under the Company’s concentrate sales contracts with third-party smelters, metal prices are set on a specified future quotational period, typically one to three months, after the shipment date based on market prices. When the Company sells gold concentrate to the third-party smelters, the performance obligation is satisfied when the concentrate is loaded onto the third-party shipping vessel. The contracts, in general, provide for provisional payment based upon provisional assays and historical metal prices. Final settlement is based on the applicable price for the specified future quotational period and generally occurs three to six months after shipment. The Company’s 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 measured at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting and is adjusted to fair value through revenue each period until the date of final metal settlement.
The Company also sells concentrate under off-take agreements to third-party customers that are responsible for arranging the smelting of the concentrate. Prices are can either be fixed or based on a quotational period. The quotational period varies by contract, but is generally a one-month period following the shipment of the concentrate. The performance obligation is satisfied when the concentrate is loaded onto the third-party shipping vessel. The off-take agreement allows for the Company to sell concentrate in advance of shipment and results in the customer taking ownership of the concentrate prior to shipment.
For doré and off-take sales, the Company may incur a finance charge related to advance sales that is not considered significant and, as such, is not considered a separate performance obligation. In addition, the Company has elected to treat freight costs as a fulfillment cost under ASC 606 and not as a separate performance obligation.
The Company’s streaming agreement with a subsidiary of Franco-Nevada Corporation (“Franco-Nevada”) commenced in 2016 with a $20.0 million deposit paid by Franco-Nevada in exchange for the right and obligation to purchase 50% of a portion of Palmarejo gold production at the lesser of $800 or market price per ounce. Because there is no minimum obligation associated with this deposit, it is not considered financing, and each shipment is considered to be a separate performance obligation. The
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
streaming agreement represents a contract liability under ASC 606, which requires the Company to ratably recognize a portion of the deposit as revenue for each gold ounce delivered to Franco-Nevada.
The following table presents a rollforward of the Franco-Nevada contract liability balance:
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| | | | | | | |
| Three months ended March 31, |
In thousands | 2018 | | 2017 |
Opening Balance | $ | 14,883 |
| | $ | 19,281 |
|
Revenue Recognized | (543 | ) | | $ | (1,629 | ) |
Closing Balance | $ | 14,340 |
| | $ | 17,652 |
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Recent Accounting Standards
In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) - Clarifying the Definition of a Business,” which clarifies the definition of a business to assist entities in the evaluation of acquisitions and disposals of assets or businesses. These changes became effective for the Company’s fiscal year beginning January 1, 2018 and did not materially impact the Company’s consolidated net income, financial position or cash flows.
In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) - Restricted Cash,” which will require entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. These changes became effective for the Company’s fiscal year beginning January 1, 2018 and resulted in the inclusion of restricted cash equivalents on the Consolidated Statements of Cash Flows of $12.5 million at March 31, 2018 and $9.8 million at March 31, 2017.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments,” which provides guidance on presentation and classification of certain cash receipts and payments in the statement of cash flows. These changes became effective for the Company’s fiscal year beginning January 1, 2018 and did not materially impact the Company’s consolidated net income, financial position or cash flows.
In February 2016, the FASB issued ASU 2016-02, “Leases,” which will require lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. These changes become effective for the Company’s fiscal year beginning January 1, 2019. Modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, is required with an option to use certain transition relief. The Company is currently evaluating the potential impact of implementing these changes on the Company’s consolidated financial position, results of operations, and cash flows.
In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” which requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. This new guidance also updates certain disclosure requirements for these investments. These changes became effective for the Company’s fiscal year beginning January 1, 2018, and resulted in a reclassification of $2.6 million of unrealized holding gains and losses and deferred income taxes related to investments in equity securities from Accumulated other comprehensive income (loss) to Accumulated deficit in the Consolidated Balance Sheets on that date. Unrealized holding gains and losses related to investments in equity securities are now recognized in Fair value adjustments, net in the Consolidated Statements of Comprehensive Income (Loss).
In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory,” which provides a revised, simpler measurement for inventory to be measured at the lower of cost and net realizable value. These changes became effective for the Company’s fiscal year beginning January 1, 2018 and did not materially impact the Company’s consolidated net income, financial position or cash flows.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which has subsequently been amended several times, to update revenue guidance under the newly-created ASC 606. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. These changes became effective under the modified retrospective method of adoption for the Company’s fiscal year beginning January 1, 2018 and did not materially impact the Company’s consolidated net income, financial position or cash flows.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 3 – SEGMENT REPORTING
The Company’s operating segments include the Palmarejo complex, and the Rochester, Kensington, Wharf and Silvertip mines. Except for the Silvertip mine, which was acquired in the fourth quarter of 2017, all operating segments are engaged in the discovery, mining, and production of gold and/or silver. Silvertip is engaged in the discovery, mining, and production of silver, zinc and lead. Other includes the La Preciosa project, other mineral interests, strategic equity investments, corporate office, elimination of intersegment transactions, and other items necessary to reconcile to consolidated amounts.
The Company determined that the disposition of Empresa Minera Manquiri S.A., a Bolivian Sociedad anonima (“Manquiri”), which operates the San Bartolomé mine, represents a strategic shift to a North America-focused mining portfolio and has a significant effect on the entity's results and operations; therefore, the results of operations are presented as discontinued operations for all periods presented.
Financial information relating to the Company’s segments is as follows (in thousands):
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Three months ended March 31, 2018 | Palmarejo | | Rochester | | Silvertip | | Kensington | | Wharf | | Other | | Total |
Revenue | | | | | | | | | | | | | |
Metal sales | $ | 70,037 |
| | $ | 33,497 |
| | $ | — |
| | $ | 36,300 |
| | $ | 23,433 |
| | $ | — |
| | $ | 163,267 |
|
Costs and Expenses | | | | | | | | | | | | |
|
|
Costs applicable to sales(1) | 31,096 |
| | 24,305 |
| | — |
| | 28,630 |
| | 15,309 |
| | — |
| | 99,340 |
|
Amortization | 16,325 |
| | 4,831 |
| | — |
| | 6,717 |
| | 2,657 |
| | 247 |
| | 30,777 |
|
Exploration | 3,970 |
| | 33 |
| | — |
| | 1,590 |
| | 10 |
| | 1,080 |
| | 6,683 |
|
Other operating expenses | 731 |
| | 884 |
| | 20 |
| | 321 |
| | 665 |
| | 10,408 |
| | 13,029 |
|
Other income (expense) | | | | | | | | | | | | | |
Fair value adjustments, net | — |
| | — |
| | — |
| | — |
| | — |
| | 4,987 |
| | 4,987 |
|
Interest expense, net | (119 | ) | | (98 | ) | | (410 | ) | | (243 | ) | | (12 | ) | | (5,083 | ) | | (5,965 | ) |
Other, net | (2,144 | ) | | (40 | ) | | 362 |
| | (37 | ) | | (21 | ) | | 2,060 |
| | 180 |
|
Income and mining tax (expense) benefit | (12,443 | ) | | (371 | ) | | 835 |
| | — |
| | (639 | ) | | 669 |
| | (11,949 | ) |
Income (loss) from continuing operations | $ | 3,209 |
|
| $ | 2,935 |
| | $ | 767 |
|
| $ | (1,238 | ) |
| $ | 4,120 |
|
| $ | (9,102 | ) |
| $ | 691 |
|
Income (loss) from discontinued operations | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 550 |
| | $ | 550 |
|
Segment assets(2) | $ | 377,146 |
| | $ | 245,881 |
| | $ | 361,212 |
| | $ | 215,244 |
| | $ | 104,805 |
| | $ | 119,922 |
| | $ | 1,424,210 |
|
Capital expenditures | $ | 9,293 |
| | $ | 2,633 |
| | $ | 18,629 |
| | $ | 11,364 |
| | $ | 344 |
| | $ | 82 |
| | $ | 42,345 |
|
(1) Excludes amortization
(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests
|
| | | | | | | | | | | | | | | | | | | | | | | |
Three months ended March 31, 2017 | Palmarejo | | Rochester | | Kensington | | Wharf | | Other | | Total |
Revenue | | | | | | | | | | | |
Metal sales | $ | 77,704 |
| | $ | 38,979 |
| | $ | 37,964 |
| | $ | 30,251 |
| | $ | 656 |
| | $ | 185,554 |
|
Costs and Expenses | | | | | | | | | | | |
Costs applicable to sales(1) | 43,001 |
| | 26,439 |
| | 28,443 |
| | 16,320 |
| | 287 |
| | 114,490 |
|
Amortization | 20,150 |
| | 5,816 |
| | 9,178 |
| | 3,111 |
| | 438 |
| | 38,693 |
|
Exploration | 1,631 |
| | 144 |
| | 839 |
| | — |
| | 2,638 |
| | 5,252 |
|
Other operating expenses | 301 |
| | 810 |
| | 345 |
| | 619 |
| | 11,887 |
| | 13,962 |
|
Other income (expense) | | | | | | | | |
|
| | |
Fair value adjustments, net | — |
| | (1,200 | ) | | — |
| | — |
| | — |
| | (1,200 | ) |
Interest expense, net | (125 | ) | | (117 | ) | | (40 | ) | | (19 | ) | | (3,278 | ) | | (3,579 | ) |
Other, net | 1,794 |
| | (32 | ) | | (808 | ) | | 89 |
| | 19,756 |
| | 20,799 |
|
Income and mining tax (expense) benefit | (12,245 | ) | | (498 | ) | | — |
| | (957 | ) | | 2,822 |
| | (10,878 | ) |
Income (loss) from continuing operations | $ | 2,045 |
|
| $ | 3,923 |
|
| $ | (1,689 | ) |
| $ | 9,314 |
|
| $ | 4,706 |
| | $ | 18,299 |
|
Income (loss) from discontinued operations | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 364 |
| | $ | 364 |
|
Segment assets(2) | $ | 401,623 |
| | $ | 227,526 |
| | $ | 204,987 |
| | $ | 104,673 |
| | $ | 84,402 |
| | $ | 1,023,211 |
|
Capital expenditures | $ | 6,230 |
| | $ | 10,568 |
| | $ | 5,521 |
| | $ | 887 |
| | $ | 385 |
| | $ | 23,591 |
|
(1) Excludes amortization
(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
|
| | | | | | | |
Assets | March 31, 2018 |
| December 31, 2017 |
Total assets for reportable segments | $ | 1,424,210 |
| | $ | 1,344,553 |
|
Cash and cash equivalents | 159,643 |
| | 192,032 |
|
Other assets | 78,082 |
|
| 164,590 |
|
Total consolidated assets | $ | 1,661,935 |
|
| $ | 1,701,175 |
|
Geographic Information |
| | | | | | | |
Long-Lived Assets | March 31, 2018 |
| December 31, 2017 |
Mexico | $ | 364,047 |
| | $ | 370,188 |
|
United States | 384,578 |
| | 377,768 |
|
Canada | 350,556 |
| | 331,440 |
|
Other | 10,797 |
| | 4,910 |
|
Total | $ | 1,109,978 |
|
| $ | 1,084,306 |
|
|
| | | | | | | |
Revenue | Three months ended March 31, |
2018 | | 2017 |
United States | $ | 93,230 |
| | $ | 107,194 |
|
Mexico | 70,037 |
| | 77,704 |
|
Australia | — |
| | 656 |
|
Total | $ | 163,267 |
|
| $ | 185,554 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
NOTE 4 – RECLAMATION
Reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties. On an ongoing basis, management evaluates its estimates and assumptions, and future expenditures could differ from current estimates.
Changes to the Company’s asset retirement obligations for operating sites are as follows:
|
| | | | | | | |
| Three months ended March 31, |
In thousands | 2018 | | 2017 |
Asset retirement obligation - Beginning | $ | 118,799 |
| | $ | 86,754 |
|
Accretion | 2,545 |
| | 2,064 |
|
Settlements | (496 | ) | | (421 | ) |
Asset retirement obligation - Ending | $ | 120,848 |
| | $ | 88,397 |
|
The Company has accrued $2.1 million and $2.0 million at March 31, 2018 and December 31, 2017, respectively, for reclamation liabilities related to former mining activities, which are included in Reclamation.
NOTE 5 – STOCK-BASED COMPENSATION
The Company has stock incentive plans for executives and eligible employees. Stock awards include performance shares, restricted stock and stock options. Stock-based compensation expense for the three months ended March 31, 2018 and 2017 was $2.8 million and $3.3 million, respectively. At March 31, 2018, there was $4.8 million of unrecognized stock-based compensation cost which is expected to be recognized over a weighted-average remaining vesting period of 1.4 years.
The following table summarizes the grants awarded during the three months ended March 31, 2018:
|
| | | | | | | | | | | | | | | | | | | | | |
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 |
March 5, 2018 | | 31,887 |
| | $ | 7.84 |
| | — |
| | $ | — |
| | — |
| | $ | — |
|
The following options and stock appreciation rights were exercisable during the three months ended March 31, 2018:
|
| | | | | | | | | | | | | | |
Award Type | | Number of Exercised Units | | Weighted Average Exercised Price | | Number of Exercisable Units | | Weighted Average Exercisable Price |
Stock options | | 93,920 |
| | $ | 1.81 |
| | 397,651 |
| | $ | 14.39 |
|
Stock appreciation rights | | — |
| | $ | — |
| | 42,152 |
| | $ | 14.14 |
|
NOTE 6 – RETIREMENT SAVINGS PLAN
The Company has a 401(k) retirement savings plan that covers all eligible U.S. employees. Eligible employees may elect to contribute up to 75% of base salary, subject to ERISA limitations. The Company generally makes matching contributions equal to the employee’s contribution up to 4% of the employee’s salary. The Company may also provide an additional contribution based on an eligible employee’s salary. Total plan expenses recognized for the three months ended March 31, 2018 and 2017 were $1.2 million and $2.1 million. In addition, the Company has a deferred compensation plan for employees whose benefits under the 401(k) plan are limited by federal regulations.
NOTE 7 - OTHER, NET
Other, net consists of the following:
|
| | | | | | | |
| Three months ended March 31, |
In thousands | 2018 | | 2017 |
Foreign exchange gain (loss) | $ | (670 | ) | | $ | 1,206 |
|
Loss on sale of assets and investments | (574 | ) | | (2,066 | ) |
Gain on sale of the Joaquin project | — |
| | 21,138 |
|
Other | 1,424 |
| | 521 |
|
Other, net | $ | 180 |
| | $ | 20,799 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 8 - INCOME AND MINING TAXES
The following table summarizes the components of Income and mining tax (expense) benefit for the three months ended March 31, 2018 and 2017 by significant jurisdiction:
|
| | | | | | | | | | | | | |
| Three months ended March 31, |
| 2018 | | 2017 |
In thousands | Income (loss) before tax | Tax (expense) benefit | | Income (loss) before tax | Tax (expense) benefit |
United States | $ | 1,187 |
| $ | 517 |
| | $ | 20,653 |
| $ | (1,827 | ) |
Argentina | 254 |
| 10 |
| | (328 | ) | 1,124 |
|
Mexico | 13,126 |
| (13,222 | ) | | 8,650 |
| (9,923 | ) |
Other jurisdictions | (1,927 | ) | 746 |
|
| 202 |
| (252 | ) |
| $ | 12,640 |
| $ | (11,949 | ) | | $ | 29,177 |
| $ | (10,878 | ) |
The Company’s effective income and mining tax rate is a function of the combined effective tax rates and foreign exchange rates in the jurisdictions in which it operates. Variations in the jurisdictional mix of income and loss and foreign exchange rates result in significant fluctuations in the consolidated effective tax rate, along with mining taxes, uncertain tax positions, and a full valuation allowance on deferred tax assets related to losses in the United States and certain foreign jurisdictions. Fluctuations in foreign exchange rates on deferred tax balances increased income and mining tax expense by $3.6 million and $5.6 million for the three months ended March 31, 2018 and 2017, respectively, predominately due to the strengthening of the Mexican Peso. Additionally, favorable operating results at Palmarejo contributed to higher income and mining tax expense in Mexico.
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will ultimately be more likely than not able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of factors that impact the Company’s ability to realize its deferred tax assets. For additional information, please see the sections titled “Risk Factors” set forth in the 2017 10-K.
The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The statute of limitations remains open from 2014 forward for the U.S. federal jurisdiction and from 2008 forward for certain other foreign jurisdictions. As a result of statutes of limitation that will begin to expire within the next twelve months in various jurisdictions and possible settlements of audit-related issues with taxing authorities in various jurisdictions with respect to which none of the issues are individually significant, the Company believes that it is reasonably possible that the total amount of its net unrecognized income tax benefits will decrease between $1.5 million and $2.5 million in the next twelve months.
At March 31, 2018 and December 31, 2017, the Company had $3.9 million and $4.3 million of total gross unrecognized tax benefits, respectively that, if recognized, would positively impact the Company’s effective income tax rate. The Company’s continuing practice is to recognize potential interest and/or penalties related to unrecognized tax benefits as part of its income tax expense. At March 31, 2018 and December 31, 2017, the amount of accrued income-tax-related interest and penalties was $4.2 million and $4.8 million, respectively.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 9 – NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.
For the three months ended March 31, 2018 and 2017, 496,064 and 1,368,685 common stock equivalents, respectively, related to equity-based awards were not included in the diluted earnings per share calculation as the shares would be antidilutive.
|
| | | | | | | |
| Three months ended March 31, |
In thousands except per share amounts | 2018 | | 2017 |
Net income (loss) available to common stockholders: | | | |
Income (loss) from continuing operations | $ | 691 |
| | $ | 18,299 |
|
Income (loss) from discontinued operations | 550 |
| | 364 |
|
| $ | 1,241 |
| | $ | 18,663 |
|
| | | |
Weighted average shares: | | | |
Basic | 184,367 |
| | 178,898 |
|
Effect of stock-based compensation plans | 3,254 |
| | 4,170 |
|
Diluted | 187,621 |
|
| 183,068 |
|
| | | |
Basic income (loss) per share: | | | |
Income (loss) from continuing operations | $ | 0.00 |
| | $ | 0.10 |
|
Income (loss) from discontinued operations | 0.00 |
| | 0.00 |
|
Basic(1) | $ | 0.01 |
|
| $ | 0.10 |
|
| | | |
Diluted income (loss) per share: | | | |
Income (loss) from continuing operations | $ | 0.00 |
| | $ | 0.10 |
|
Income (loss) from discontinued operations | 0.00 |
| | 0.00 |
|
Diluted(1) | $ | 0.01 |
|
| $ | 0.10 |
|
(1) Due to rounding, the sum of net income per share from continuing operations and discontinued operations may not equal net income per share.
NOTE 10 – FAIR VALUE MEASUREMENTS
|
| | | | | | | |
| Three months ended March 31, |
In thousands | 2018 | | 2017 |
Rochester royalty obligation | $ | — |
| | $ | (1,200 | ) |
Unrealized gain (loss) on equity securities | 4,842 |
| | — |
|
Zinc options | 145 |
| | — |
|
Fair value adjustments, net | $ | 4,987 |
| | $ | (1,200 | ) |
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), secondary priority to quoted prices in inactive markets or observable inputs (Level 2), and the lowest priority to unobservable inputs (Level 3).
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
The following table presents 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. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:
|
| | | | | | | | | | | | | | | |
| Fair Value at March 31, 2018 |
In thousands | Total | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | |
Equity and debt securities | $ | 37,317 |
| | $ | 31,003 |
| | $ | — |
| | $ | 6,314 |
|
Other derivative instruments, net | 552 |
| | — |
| | 552 |
| | — |
|
| $ | 37,869 |
| | $ | 31,003 |
| | $ | 552 |
| | $ | 6,314 |
|
Liabilities: | | | | | | | |
Silvertip contingent consideration | $ | 48,289 |
| | $ | — |
| | $ | — |
| | $ | 48,289 |
|
Other derivative instruments, net | 125 |
| | — |
| | 125 |
| | — |
|
| $ | 48,414 |
| | $ | — |
| | $ | 125 |
| | $ | 48,289 |
|
|
| | | | | | | | | | | | | | | |
| Fair Value at December 31, 2017 |
In thousands | Total | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | |
Equity and debt securities | $ | 34,837 |
| | $ | 27,946 |
| | $ | — |
| | $ | 6,891 |
|
Other derivative instruments, net | 251 |
| | — |
| | 251 |
| | — |
|
| $ | 35,088 |
| | $ | 27,946 |
| | $ | 251 |
| | $ | 6,891 |
|
Liabilities: | | | | | | | |
Silvertip contingent consideration | $ | 47,965 |
| | $ | — |
| | $ | — |
| | $ | 47,965 |
|
Other derivative instruments, net | 222 |
| | — |
| | 222 |
| | — |
|
| $ | 48,187 |
| | $ | — |
| | $ | 222 |
| | $ | 47,965 |
|
The Company’s investments in equity securities are recorded at fair market value in the financial statements based primarily on quoted market prices. Such instruments are classified within Level 1 of the fair value hierarchy. Quoted market prices are not available for certain debt securities; these securities are valued using pricing models, which require the use of observable and unobservable inputs, and are classified within Level 3 of the fair value hierarchy.
The Company’s other derivative instruments, net, include concentrate and certain doré sales contracts, as well as zinc hedges, which are valued using pricing models with inputs derived from observable market data, including contractual terms, forward market prices, yield curves, credit spreads, and other unobservable inputs. 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.
In July 2017, the Company sold the Endeavor Silver Stream and remaining non-core royalties to Metalla Royalty & Streaming Ltd. (“Metalla”) for total consideration of $13.0 million, including a $6.7 million convertible debenture. The convertible debenture matures June 30, 2027, bears interest at a rate of 5% payable semi-annually, and is convertible into Metalla shares in connection with future equity financings or asset acquisitions by Metalla at the then-current price to maintain the Company’s approximate 19.9% ownership. The fair value of the convertible debenture is estimated based on observable market data including yield curves and credit spreads. Therefore, the Company classifies the convertible debenture in Level 3 of the fair value hierarchy.
In October 2017, the Company acquired the Silvertip mine from shareholders of JDS Silver Holdings Ltd.The consideration for the Silvertip mine includes two $25.0 million contingent payments, which are payable in cash and common stock upon reaching a future permitting milestone in 2018 and resource declaration milestone in 2019, respectively. The fair value of the Silvertip contingent consideration is estimated based on an estimated discount rate of 2.5% for the contingent permitting payment and 2.9% for the contingent resource declaration payment and is classified within Level 3 of the fair value hierarchy.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
No assets or liabilities were transferred between fair value levels in the three months ended March 31, 2018.
The following tables present the changes in the fair value of the Company's Level 3 financial assets and liabilities for the three months ended March 31, 2018:
|
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2018 |
In thousands | Balance at the beginning of the period | | Revaluation | | Settlements | | Accretion | | Balance at the end of the period |
Assets: | | | | | | | | | |
Equity and debt securities | $ | 6,891 |
| | $ | (278 | ) | | $ | (299 | ) | | $ | — |
| | $ | 6,314 |
|
Liabilities: | | | | | | | | | |
Silvertip contingent consideration | $ | 47,965 |
| | $ | — |
| | $ | — |
| | $ | 324 |
| | $ | 48,289 |
|
The fair value of financial assets and liabilities carried at book value in the financial statements at March 31, 2018 and December 31, 2017 is presented in the following table:
|
| | | | | | | | | | | | | | | | | | | |
| March 31, 2018 |
In thousands | Book Value | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | | | |
Manquiri Notes Receivable | $ | 39,887 |
| | $ | 39,887 |
| | $ | — |
| | $ | — |
| | $ | 39,887 |
|
Liabilities: | | |
| | | | | | |
5.875% Senior Notes due 2024(1) | $ | 245,280 |
| | $ | 244,520 |
| | $ | — |
| | $ | 244,520 |
| | $ | — |
|
Revolving Credit Facility(2) | $ | 115,000 |
| | $ | 115,000 |
| | $ | — |
| | $ | 115,000 |
| | $ | — |
|
(1) Net of unamortized debt issuance costs of $4.7 million.
(2) Unamortized debt issuance costs of $1.8 million included in Other Non-Current Assets.
|
| | | | | | | | | | | | | | | | | | | |
| December 31, 2017 |
In thousands | Book Value | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
Liabilities: | | | | | | | | | |
5.875% Senior Notes due 2024(1) | $ | 245,088 |
| | $ | 243,913 |
| | $ | — |
| | $ | 243,913 |
| | $ | — |
|
Revolving Credit Facility(2) | $ | 100,000 |
| | $ | 100,000 |
| | $ | — |
| | $ | 100,000 |
| | $ | — |
|
(1) Net of unamortized debt issuance costs of $4.9 million.
(2) Unamortized debt issuance costs of $1.9 million included in Other Non-Current Assets.
The fair value of the Manquiri Notes Receivable approximates book value due to no significant change in interest rates since the sale of Manquiri; see Note 21 -- Discontinued Operations for additional detail. The fair value of the 5.875% Senior Notes due 2024 (the “2024 Senior Notes”) was estimated using quoted market prices. The fair value of the Revolving Credit Facility approximates book value as the liability is secured, has a variable interest rate, and lacks significant credit concerns.
NOTE 11 – DERIVATIVE FINANCIAL INSTRUMENTS
Provisional Silver and Gold Sales
The Company enters into sales contracts with third-party smelters and refiners which, in some cases, provide for a provisional payment based upon preliminary assays and quoted metal prices. The provisionally priced sales contracts contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable recorded at the forward price at the time of sale. The embedded derivatives do not qualify for hedge accounting and are marked to market through earnings each period until final settlement. Changes in silver and gold prices resulted in provisional pricing mark-to-market gains of $0.3 million and $1.2 million in the three months ended March 31, 2018 and 2017, respectively.
Zinc Options
At March 31, 2018, the Company has outstanding Asian (or average value) put and call option contracts in net-zero-cost collar arrangements on a volume of 300 metric tons of zinc per month commencing in April 2018 and ending in December 2018. The weighted average strike prices on the put and call contracts are $3,000 and $4,050 per metric ton, respectively. The contracts are generally net cash settled and, if the price of zinc at the time of the expiration is between the put and call prices, would expire
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
at no cost to the Company. At March 31, 2018, the fair market value of the put and call zero cost collar contracts was a net asset of $0.1 million.
During the three months ended March 31, 2018, the Company had recorded unrealized gains of $0.1 million related to outstanding options which were included in Fair value adjustments, net. At March 31, 2017, the Company had no outstanding options contracts.
At March 31, 2018, the Company had the following derivative instruments that settle as follows:
|
| | | | | | | |
In thousands except average prices and notional ounces | 2018 | | Thereafter |
| | | |
Provisional silver sales contracts | $ | 831 |
| | $ | — |
|
Average silver price per ounce | $ | 16.66 |
| | $ | — |
|
Notional ounces | 49,853 |
| | — |
|
| | | |
Provisional gold sales contracts | $ | 59,332 |
| | $ | — |
|
Average gold price per ounce | $ | 1,317 |
| | $ | — |
|
Notional ounces | 45,051 |
| | — |
|
| | | |
Zinc put options purchased | $ | 8,100 |
| | $ | — |
|
Average zinc strike price per metric ton | $ | 3,000 |
| | $ | — |
|
Notional metric tons | 2,700 |
| | — |
|
| | | |
Zinc call options sold | $ | (10,935 | ) | | $ | — |
|
Average zinc strike price per metric ton | $ | 4,050 |
| | $ | — |
|
Notional metric tons | 2,700 |
| | — |
|
The following summarizes the classification of the fair value of the derivative instruments:
|
| | | | | | | | | | | | | | | |
| March 31, 2018 |
In thousands | Prepaid expenses and other | | Accrued liabilities and other | | Current portion of royalty obligation | | Non-current portion of royalty obligation |
Provisional silver and gold sales contracts | $ | 407 |
| | $ | 125 |
| | $ | — |
| | $ | — |
|
Zinc options | 145 |
| | — |
| | — |
| | — |
|
| $ | 552 |
| | $ | 125 |
| | $ | — |
| | $ | — |
|
|
| | | | | | | | | | | | | | | |
| December 31, 2017 |
In thousands | Prepaid expenses and other | | Accrued liabilities and other | | Current portion of royalty obligation | | Non-current portion of royalty obligation |
Provisional silver and gold sales contracts | $ | 251 |
| | $ | 222 |
| | $ | — |
| | $ | — |
|
The following represent mark-to-market gains (losses) on derivative instruments for the three months ended March 31, 2018 and 2017, respectively (in thousands):
|
| | | | | | | | |
| | Three months ended March 31, |
Financial statement line | Derivative | 2018 | | 2017 |
Revenue | Provisional silver and gold sales contracts | $ | 253 |
| | $ | 1,212 |
|
Fair value adjustments, net | Zinc options | 145 |
| | — |
|
| | $ | 398 |
| | $ | 1,212 |
|
Credit Risk
The credit risk exposure related to any derivative instrument is limited to the unrealized gains, if any, on outstanding contracts based on current market prices. To reduce counter-party credit exposure, the Company enters into contracts with institutions management deems credit-worthy and limits credit exposure to each institution. The Company does not anticipate non-performance by any of its counterparties.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 12 – ACQUISITIONS
In October 2017, the Company completed the acquisition of JDS Silver Holdings Ltd. and its wholly-owned subsidiary JDS Silver Inc. (together, “JDS Silver”) which, following the closing of the acquisition, were amalgamated with a subsidiary of Coeur to form Coeur Silvertip Holdings Ltd., which owns the underground Silvertip silver-zinc-lead mine in northern British Columbia, Canada. JDS Silver was purchased for approximately $153.2 million in cash and $36.0 million in Coeur common stock. In addition, the Company recorded $47.7 million of contingent consideration payable in cash and common stock upon reaching future permitting and resource declaration milestones. The cash consideration was funded with $100.0 million of borrowing under the Facility (as defined in Note 18 -- Debt) and cash on hand. Upon closing, the Company issued approximately 4.2 million Coeur shares to former shareholders of JDS Silver Holdings Ltd. The acquisition aligns with the Company’s strategic shift to a North America-focused mining portfolio.
The transaction was accounted for as a business combination, which requires that assets acquired and liabilities assumed be recognized at their respective fair values at the acquisition date. The acquisition is not significant to the Company’s results of operations, individually or in the aggregate, because the Silvertip mine is in pre-production. As there are no significant differences from the Company’s historical results of operations, no pro forma financial information is provided.
The allocation of purchase price to the acquired assets and liabilities assumed is preliminary as of March 31, 2018 and subsequent adjustments may result in changes to mineral interest and other carrying amounts initially assigned based on the preliminary fair value analysis. The principal remaining items to be valued are property, plant and equipment and mining properties, which will be finalized as management continues to review the valuation methodologies used to estimate the fair value of these assets. The preliminary purchase price allocation is as follows (in thousands):
|
| | | |
Common shares issued (4,191,679 at $8.59) | $ | 36,007 |
|
Cash | 153,194 |
|
Contingent consideration | 47,705 |
|
Total purchase price(1) | $ | 236,906 |
|
Assets: | |
Receivables and other assets | $ | 6,828 |
|
Property, plant, and equipment | 29,943 |
|
Mining properties, net | 288,464 |
|
| 325,235 |
|
Liabilities: | |
Accounts payable and accrued liabilities | 13,077 |
|
Asset retirement obligation | 6,982 |
|
Debt and capital lease | 20,149 |
|
Deferred income taxes | 48,121 |
|
| 88,329 |
|
Net assets acquired | $ | 236,906 |
|
(1) Purchase price has been adjusted for restricted cash acquired due to the adoption of ASU 2016-01.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 13 – INVESTMENTS
Equity and Debt Securities
The Company makes strategic investments in equity and debt securities of silver and gold exploration and development companies.
|
| | | | | | | | | | | | | | | |
| At March 31, 2018 |
In thousands | Cost | | Gross Unrealized Losses | | Gross Unrealized Gains | | Estimated Fair Value |
Equity Securities | | | | | | | |
Metalla Royalty & Streaming Ltd. | $ | 6,294 |
| | $ | — |
| | $ | 2,837 |
| | $ | 9,131 |
|
Corvus Gold Inc. | 3,582 |
| | — |
| | 6,844 |
| | 10,426 |
|
Almaden Minerals, Ltd. | 2,067 |
| | (727 | ) | | — |
| | 1,340 |
|
Northern Empire Resources Corp. | 4,489 |
| | — |
| | 2,999 |
| | 7,488 |
|
Rockhaven Resources, Ltd. | 2,064 |
| | (596 | ) | | — |
| | 1,468 |
|
Other | 1,190 |
| | (155 | ) | | 115 |
| | 1,150 |
|
Equity securities | $ | 19,686 |
| | $ | (1,478 | ) | | $ | 12,795 |
| | $ | 31,003 |
|
| | | | | | | |
Debt Securities | | | | | | | |
Metalla Royalty & Streaming Ltd. | $ | 6,677 |
| | $ | (363 | ) | | $ | — |
| | $ | 6,314 |
|
| | | | | | | |
Equity and debt securities | $ | 26,363 |
| | $ | (1,841 | ) | | $ | 12,795 |
| | $ | 37,317 |
|
|
| | | | | | | | | | | | | | | |
| At December 31, 2017 |
In thousands | Cost | | Gross Unrealized Losses | | Gross Unrealized Gains | | Estimated Fair Value |
Equity Securities | | | | | | | |
Metalla Royalty & Streaming Ltd. | $ | 6,294 |
| | $ | — |
| | $ | 1,354 |
| | $ | 7,648 |
|
Corvus Gold Inc. | 3,582 |
| | — |
| | 4,518 |
| | 8,100 |
|
Almaden Minerals, Ltd. | 3,125 |
| | (235 | ) | | — |
| | 2,890 |
|
Northern Empire Resources Corp. | 4,489 |
| | — |
| | 1,077 |
| | 5,566 |
|
Rockhaven Resources, Ltd. | 2,064 |
| | (193 | ) | | — |
| | 1,871 |
|
Kootenay Silver, Inc. | 738 |
| | — |
| | 1 |
| | 739 |
|
Other | 1,479 |
| | (453 | ) | | 405 |
| | 1,431 |
|
Equity securities | $ | 21,771 |
| | $ | (881 | ) | | $ | 7,355 |
| | $ | 28,245 |
|
| | | | | | | |
Debt Securities | | | | | | | |
Metalla Royalty & Streaming Ltd. | $ | 6,677 |
| | $ | (85 | ) | | $ | — |
| | $ | 6,592 |
|
| | | | | | | |
Equity and debt securities | $ | 28,448 |
| | $ | (966 | ) | | $ | 7,355 |
| | $ | 34,837 |
|
The following table presents the disaggregated gain (loss) on equity securities recognized in Income (loss) from continuing operations on the Condensed Consolidated Statements of Comprehensive Income:
|
| | | | | | | |
| Three months ended March 31, |
In thousands | 2018 | | 2017 |
Net gain (loss) | $ | 4,529 |
| | $ | (1,471 | ) |
Less: Realized (gain) loss | 313 |
| | 1,471 |
|
Unrealized gain (loss) | $ | 4,842 |
| | $ | — |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
The Company performs a quarterly assessment on its debt securities with unrealized losses to determine if the securities are other than temporarily impaired. The following table summarizes unrealized losses on debt securities for which other-than-temporary impairments have not been recognized and the fair values of those securities, aggregated by the length of time the individual securities have been in a continuous unrealized loss position, at March 31, 2018:
|
| | | | | | | | | | | | | | |
| Less than twelve months | | Twelve months or more | | Total |
In thousands | Unrealized Losses | Fair Value | | Unrealized Losses | Fair Value | | Unrealized Losses | Fair Value |
Debt securities | 363 |
| 6,314 |
| | — |
| — |
| | 363 |
| 6,314 |
|
Restricted Assets
The Company, under the terms of its self-insurance and bonding agreements with certain banks, lending institutions and regulatory agencies, is required to collateralize certain portions of its asset retirement obligations. The Company has collateralized these obligations by assigning certificates of deposit that have maturity dates ranging from three months to a year to the applicable institutions or agencies. At March 31, 2018 and December 31, 2017, the Company held certificates of deposit and cash equivalents under these agreements of $22.1 million and $17.6 million, respectively. The ultimate timing of the release of the collateralized amounts is dependent on the timing and closure of each mine and repayment of the obligation. In order to release the collateral, the Company must seek approval from certain government agencies responsible for monitoring the mine closure status. Collateral could also be released to the extent the Company is able to secure alternative financial assurance satisfactory to the regulatory agencies. The Company believes the collateral will remain in place beyond a twelve-month period and has therefore classified these investments as long-term.
NOTE 14 – RECEIVABLES
Receivables consist of the following:
|
| | | | | | | |
In thousands | March 31, 2018 | | December 31, 2017 |
Current receivables: | | | |
Trade receivables | $ | 3,840 |
| | $ | 5,883 |
|
Income tax receivable | 48 |
| | 7 |
|
Value added tax receivable | 14,482 |
| | 10,982 |
|
Manquiri note receivable | 15,840 |
| | — |
|
Other | 1,654 |
| | 2,197 |
|
| $ | 35,864 |
| | $ | 19,069 |
|
Non-current receivables: | | | |
Value added tax receivable | $ | 31,381 |
| | $ | 28,750 |
|
Manquiri note receivable | 24,047 |
| | — |
|
| 55,428 |
| | 28,750 |
|
Total receivables | $ | 91,292 |
| | $ | 47,819 |
|
The increase in receivables is due to the recognition of Manquiri notes receivable as consideration for the sale of San Bartolomé. See Note 21 -- Discontinued Operations for additional detail.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 15 – INVENTORY AND ORE ON LEACH PADS
Inventory consists of the following:
|
| | | | | | | |
In thousands | March 31, 2018 | | December 31, 2017 |
Inventory: | | | |
Concentrate | $ | 11,062 |
| | $ | 6,831 |
|
Precious metals | 17,783 |
| | 18,803 |
|
Supplies | 32,878 |
| | 32,596 |
|
| 61,723 |
| | 58,230 |
|
Ore on leach pads: | | | |
Current | 75,584 |
| | 73,752 |
|
Non-current | 67,430 |
| | 65,393 |
|
| 143,014 |
| | 139,145 |
|
Total inventory and ore on leach pads | $ | 204,737 |
| | $ | 197,375 |
|
NOTE 16 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
|
| | | | | | | |
In thousands | March 31, 2018 | | December 31, 2017 |
Land | $ | 9,107 |
| | $ | 9,408 |
|
Facilities and equipment | 559,276 |
| | 554,160 |
|
Assets under capital leases | 88,720 |
| | 82,753 |
|
| 657,103 |
| | 646,321 |
|
Accumulated amortization (1) | (456,374 | ) | | (448,001 | ) |
| 200,729 |
| | 198,320 |
|
Construction in progress | 65,428 |
| | 56,417 |
|
Property, plant and equipment, net | $ | 266,157 |
| | $ | 254,737 |
|
(1) Includes $29.0 million and $28.2 million of accumulated amortization related to assets under capital leases at March 31, 2018 and December 31, 2017, respectively.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 17 – MINING PROPERTIES
Mining properties consist of the following (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2018 | Palmarejo | | Rochester | | Silvertip | | Kensington | | Wharf | | La Preciosa | | Other | | Total |
Mine development | $ | 220,141 |
| | $ | 194,390 |
| | $ | 70,626 |
| | $ | 307,996 |
| | $ | 40,688 |
| | $ | — |
| | $ | — |
| | $ | 833,841 |
|
Accumulated amortization | (151,102 | ) | | (146,245 | ) | | — |
| | (182,555 | ) | | (16,456 | ) | | — |
| | — |
| | (496,358 | ) |
| 69,039 |
| | 48,145 |
| | 70,626 |
| | 125,441 |
| | 24,232 |
| | — |
| | — |
| | 337,483 |
|
Mineral interests | 629,303 |
| | — |
| | 245,116 |
| | — |
| | 45,837 |
| | 49,085 |
| | 7,102 |
| | 976,443 |
|
Accumulated amortization | (445,327 | ) | | — |
| | — |
| | — |
| | (24,655 | ) | — |
| — |
| | (123 | ) | | (470,105 | ) |
| 183,976 |
| | — |
| | 245,116 |
| | — |
| | 21,182 |
| | 49,085 |
| | 6,979 |
| | 506,338 |
|
Mining properties, net | $ | 253,015 |
| | $ | 48,145 |
| | $ | 315,742 |
| | $ | 125,441 |
| | $ | 45,414 |
| | $ | 49,085 |
| | $ | 6,979 |
| | $ | 843,821 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2017 | Palmarejo | | Rochester | | Silvertip | | Kensington | | Wharf | | La Preciosa | | Total |
Mine development | $ | 214,383 |
| | $ | 193,881 |
| | $ | 57,214 |
| | $ | 298,749 |
| | $ | 40,618 |
| | $ | — |
| | $ | 804,845 |
|
Accumulated amortization | (146,598 | ) | | (144,390 | ) | | — |
| | (178,632 | ) | | (15,748 | ) | | — |
| | (485,368 | ) |
| 67,785 |
| | 49,491 |
| | 57,214 |
| | 120,117 |
| | 24,870 |
| | — |
| | 319,477 |
|
Mineral interests | 629,303 |
| | — |
| | 245,116 |
| | — |
| | 45,837 |
| | 49,085 |
| | 969,341 |
|
Accumulated amortization | (435,215 | ) | | — |
| | — |
| | — |
| | (24,034 | ) | — |
| — |
| | (459,249 | ) |
| 194,088 |
| | — |
| | 245,116 |
| | — |
| | 21,803 |
| | 49,085 |
| | 510,092 |
|
Mining properties, net | $ | 261,873 |
| | $ | 49,491 |
| | $ | 302,330 | |