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, 2019
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 every Interactive Data File required to be submitted 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 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 | | ¨ |
| | | | | |
| | | 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 205,097,074 shares were issued and outstanding as of April 29, 2019.
COEUR MINING, INC.
INDEX
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| Condensed Consolidated Balance Sheets | Page |
Part I. | | |
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| Condensed Consolidated Balance Sheets | |
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| Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) | |
| | |
| Condensed Consolidated Statements of Cash Flows (Unaudited) | |
| | |
| Condensed Consolidated Statement of Changes in Stockholders’ Equity | |
| | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | |
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| | |
| | |
| Consolidated Financial Results | |
| | |
| 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 8. Financial Statements and Supplementary Data
COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
|
| | | | | | | | |
| | March 31, 2019 (unaudited) | | December 31, 2018 |
ASSETS | Notes | In thousands, except share data |
CURRENT ASSETS | | | | |
Cash and cash equivalents | | $ | 69,033 |
| | $ | 115,081 |
|
Receivables | 4 | 33,530 |
| | 29,744 |
|
Inventory | 5 | 60,653 |
| | 66,279 |
|
Ore on leach pads | 5 | 74,517 |
| | 75,122 |
|
Prepaid expenses and other | | 13,681 |
| | 11,393 |
|
| | 251,414 |
| | 297,619 |
|
NON-CURRENT ASSETS | | | | |
Property, plant and equipment, net |
| 299,756 |
| | 298,451 |
|
Mining properties, net |
| 962,058 |
| | 971,567 |
|
Ore on leach pads | 5 | 72,633 |
| | 66,964 |
|
Restricted assets |
| 10,444 |
| | 12,133 |
|
Equity and debt securities | 6 | 25,875 |
| | 17,806 |
|
Receivables | 4 | 31,571 |
| | 31,151 |
|
Other | 7 | 77,614 |
| | 16,809 |
|
TOTAL ASSETS | | $ | 1,731,365 |
| | $ | 1,712,500 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | |
CURRENT LIABILITIES | | | | |
Accounts payable | | $ | 51,777 |
| | $ | 47,210 |
|
Accrued liabilities and other | 18 | 102,136 |
| | 82,619 |
|
Debt | 8 | 24,520 |
| | 24,937 |
|
Reclamation | 9 | 6,552 |
| | 6,552 |
|
| | 184,985 |
| | 161,318 |
|
NON-CURRENT LIABILITIES | | | | |
Debt | 8 | 432,269 |
| | 433,889 |
|
Reclamation | 9 | 131,275 |
| | 128,994 |
|
Deferred tax liabilities | | 70,811 |
| | 79,070 |
|
Other long-term liabilities | 7 | 79,690 |
| | 56,717 |
|
| | 714,045 |
| | 698,670 |
|
COMMITMENTS AND CONTINGENCIES | 17 | | | |
STOCKHOLDERS’ EQUITY | | | | |
Common stock, par value $0.01 per share; authorized 300,000,000 shares, 205,111,221 issued and outstanding at March 31, 2019 and 203,310,443 at December 31, 2018 | | 2,051 |
| | 2,033 |
|
Additional paid-in capital | | 3,442,029 |
| | 3,443,082 |
|
Accumulated other comprehensive income (loss) | | — |
| | (59 | ) |
Accumulated deficit | | (2,611,745 | ) | | (2,592,544 | ) |
| | 832,335 |
| | 852,512 |
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 1,731,365 |
| | $ | 1,712,500 |
|
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)
|
| | | | | | | | |
| | Three Months Ended March 31, |
| | 2019 | | 2018 |
| Notes | In thousands, except share data |
Revenue | 3 | $ | 154,870 |
| | $ | 163,267 |
|
COSTS AND EXPENSES | | | | |
Costs applicable to sales(1) | 3 | 131,650 |
| | 99,340 |
|
Amortization | | 41,876 |
| | 30,777 |
|
General and administrative | | 9,474 |
| | 8,804 |
|
Exploration | | 3,714 |
| | 6,683 |
|
Pre-development, reclamation, and other | | 4,434 |
| | 4,225 |
|
Total costs and expenses | | 191,148 |
| | 149,829 |
|
OTHER INCOME (EXPENSE), NET | | | | |
Fair value adjustments, net | 12 | 9,120 |
| | 4,654 |
|
Interest expense, net of capitalized interest | 8 | (6,454 | ) | | (5,965 | ) |
Other, net | 14 | 60 |
| | 513 |
|
Total other income (expense), net | | 2,726 |
| | (798 | ) |
Income (loss) before income and mining taxes | | (33,552 | ) | | 12,640 |
|
Income and mining tax (expense) benefit | 10 | 8,658 |
| | (11,949 | ) |
Income (loss) from continuing operations | | $ | (24,894 | ) | | $ | 691 |
|
Income (loss) from discontinued operations | 18 | 5,693 |
| | 550 |
|
NET INCOME (LOSS) | | $ | (19,201 | ) | | $ | 1,241 |
|
OTHER COMPREHENSIVE INCOME (LOSS), net of tax: | | | | |
Unrealized gain (loss) on debt and equity securities | | 59 |
| | (278 | ) |
Other comprehensive income (loss) | | 59 |
| | (278 | ) |
COMPREHENSIVE INCOME (LOSS) | | $ | (19,142 | ) | | $ | 963 |
|
| | | | |
NET INCOME (LOSS) PER SHARE | 15 | | | |
Basic income (loss) per share: | | | | |
Net income (loss) from continuing operations | | $ | (0.12 | ) | | $ | 0.00 |
|
Net income (loss) from discontinued operations | | 0.03 |
| | 0.00 |
|
Basic(2) | | $ | (0.09 | ) | | $ | 0.01 |
|
Diluted income (loss) per share: | | | | |
Net income (loss) from continuing operations | | $ | (0.12 | ) | | $ | 0.00 |
|
Net income (loss) from discontinued operations | | 0.03 |
| | 0.00 |
|
Diluted(2) | | $ | (0.09 | ) | | $ | 0.01 |
|
(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, |
| | 2019 | | 2018 |
| Notes | In thousands |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | |
Net income (loss) | | $ | (19,201 | ) | | $ | 1,241 |
|
(Income) loss from discontinued operations | | (5,693 | ) | | (550 | ) |
Adjustments: | | | | |
Amortization | | 41,876 |
| | 30,777 |
|
Accretion | | 2,943 |
| | 3,318 |
|
Deferred taxes | | (8,259 | ) | | 454 |
|
Fair value adjustments, net | 12 | (9,120 | ) | | (4,654 | ) |
Stock-based compensation | 11 | 2,223 |
| | 2,786 |
|
Inventory write-downs | 5 | 15,447 |
| | — |
|
Other | | 1,250 |
| | 68 |
|
Changes in operating assets and liabilities: | | | | |
Receivables | | (5,735 | ) | | (1,691 | ) |
Prepaid expenses and other current assets | | (2,684 | ) | | (5,635 | ) |
Inventory and ore on leach pads | | (18,821 | ) | | (8,708 | ) |
Accounts payable and accrued liabilities | | (6,072 | ) | | (1,865 | ) |
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES OF CONTINUING OPERATIONS | | (11,846 | ) | | 15,541 |
|
CASH USED IN OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS | | — |
| | (2,690 | ) |
CASH PROVIDED BY OPERATING ACTIVITIES | | (11,846 | ) | | 12,851 |
|
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | |
Capital expenditures | | (27,438 | ) | | (42,345 | ) |
Proceeds from the sale of assets | | 847 |
| | 60 |
|
Purchase of investments | | — |
| | (361 | ) |
Sale of investments | | 1,168 |
| | 1,619 |
|
Other | | 1,741 |
| | (65 | ) |
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF CONTINUING OPERATIONS | | (23,682 | ) | | (41,092 | ) |
CASH USED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS | | — |
| | (28,470 | ) |
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | | (23,682 | ) | | (69,562 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
Issuance of notes and bank borrowings, net of issuance costs | 8 | 15,000 |
| | 15,000 |
|
Payments on debt, finance leases, and associated costs | 8 | (22,356 | ) | | (18,449 | ) |
Other | | (3,364 | ) | | (4,606 | ) |
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES OF CONTINUING OPERATIONS | | (10,720 | ) | | (8,055 | ) |
CASH USED IN FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS | | — |
| | (22 | ) |
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | | (10,720 | ) | | (8,077 | ) |
Effect of exchange rate changes on cash and cash equivalents | | 201 |
| | 557 |
|
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | | (46,047 | ) | | (64,231 | ) |
Less net cash provided by (used in) discontinued operations(1) | | — |
| | (32,930 | ) |
| | (46,047 | ) | | (31,301 | ) |
Cash, cash equivalents and restricted cash at beginning of period | | 118,069 |
| | 203,402 |
|
Cash, cash equivalents and restricted cash at end of period | | $ | 72,022 |
| | $ | 172,101 |
|
(1) Less net cash provided by (used in) discontinued operations includes the following cash transactions: net subsidiary payments to parent company of $1,748, during the three months ended March 31, 2018.
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, 2018 | 203,310 |
| | $ | 2,033 |
| | $ | 3,443,082 |
| | $ | (2,592,544 | ) | | $ | (59 | ) | | 852,512 |
|
Net income (loss) | — |
| | — |
| | — |
| | (19,201 | ) | | — |
| | (19,201 | ) |
Other comprehensive income (loss) | — |
| | — |
| | — |
| | — |
| | 59 |
| | 59 |
|
Common stock issued under stock-based compensation plans, net | 1,801 |
| | 18 |
| | (1,053 | ) | | — |
| | — |
| | (1,035 | ) |
Balances at March 31, 2019 (Unaudited) | 205,111 |
| | $ | 2,051 |
| | $ | 3,442,029 |
| | $ | (2,611,745 | ) | | $ | — |
| | $ | 832,335 |
|
|
| | | | | | | | | | | | | | | | | | | | | | |
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 |
| | $ | (2,541,898 | ) | | $ | (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, 2019. The condensed consolidated December 31, 2018 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, 2018 (the “2018 10-K”).
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies
Please see Note 2 -- Summary of Significant Accounting Policies contained in the 2018 10-K.
Leases
On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases. Changes to the Company’s accounting policy as a result of adoption are discussed below.
From time to time, the Company enters into contractual agreements to lease mining equipment and facilities. Based upon the Company’s assessment of the terms of a specific lease agreement, the Company will classify a lease as either finance or operating. Right-of-use (“ROU”) assets and lease liabilities related to finance leases are presented in Property, plant and equipment, net and Debt on the Condensed Consolidated Balance Sheet. ROU assets and lease liabilities related to operating leases that are subject to the ASC 842 measurement requirements such as operating leases with lease terms greater than twelve months are presented in Other asset, non-current, Accrued liabilities and other, and Other long-term liabilities on the Condensed Consolidated Balance Sheet.
Operating and finance lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the lease payments, is the rate implicit in the lease unless that rate cannot be readily determined, in that case, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. Operating lease ROU assets may also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may also include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. The Company has lease arrangements with lease and non-lease components which are accounted for separately. Non-lease components of the lease payments are expenses as incurred and are not included in determining the present value.
Accounting Standards Issued and Implemented
In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. These changes became effective for the Company’s fiscal year beginning January 1, 2019 and the Company adopted it using the cumulative-effect adjustment transition method approved by the FASB in July 2018, which does not require the Company to recast the comparative periods presented when transitioning to the new guidance on January 1, 2019. The Company elected to utilize the transition related practical expedients permitted by the new standard. In addition to existing finance leases and other financing obligations, the adoption of the new standard resulted in the recognition of additional ROU assets and lease liabilities related to operating leases of approximately $65.0 million. There was no material impact to the Consolidated Statements of Comprehensive Income (Loss) or the Consolidated Statements of Cash Flows or an impact on the Company’s debt covenant calculations as a result of the adoption of ASU 2016-02. See Note 7 -- Leases for additional qualitative and quantitative disclosures related to leasing arrangements.
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, all operating segments are engaged in the discovery, mining, and production of gold and/or silver. The Silvertip mine is engaged in the discovery, mining, and production of silver, zinc and lead. Other includes the Sterling/Crown Block and La Preciosa projects, other mineral interests, strategic equity investments, corporate office, elimination of intersegment transactions, and other items necessary to reconcile to consolidated amounts.
Financial information relating to the Company’s segments is as follows (in thousands):
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three months ended March 31, 2019 | Palmarejo | | Rochester | | Kensington | | Wharf | | Silvertip | | Other | | Total |
Revenue | | | | | | | | | | | | | |
Gold sales | $ | 31,600 |
| | $ | 11,053 |
| | $ | 40,286 |
| | $ | 23,825 |
| | $ | — |
| | $ | — |
| | $ | 106,764 |
|
Silver sales | 21,625 |
| | 15,317 |
| | — |
| | 217 |
| | 2,955 |
| | — |
| | 40,114 |
|
Zinc sales | — |
| | — |
| | — |
| | — |
| | 5,634 |
| | — |
| | 5,634 |
|
Lead sales | — |
| | — |
| | — |
| | — |
| | 2,358 |
| | — |
| | 2,358 |
|
Metal sales | 53,225 |
| | 26,370 |
| | 40,286 |
| | 24,042 |
| | 10,947 |
| | — |
| | 154,870 |
|
Costs and Expenses | | | | | | | | | | | | |
|
|
Costs applicable to sales(1) | 33,244 |
| | 22,454 |
| | 32,175 |
| | 17,392 |
| | 26,385 |
| | — |
| | 131,650 |
|
Amortization | 14,528 |
| | 4,037 |
| | 11,727 |
| | 2,681 |
| | 8,426 |
| | 477 |
| | 41,876 |
|
Exploration | 1,010 |
| | 90 |
| | 481 |
| | — |
| | 61 |
| | 2,072 |
| | 3,714 |
|
Other operating expenses | 702 |
| | 962 |
| | 271 |
| | 664 |
| | 241 |
| | 11,068 |
| | 13,908 |
|
Other income (expense) | | | | | | | | | | | | | |
Fair value adjustments, net | — |
| | — |
| | — |
| | — |
| | — |
| | 9,120 |
| | 9,120 |
|
Interest expense, net | (136 | ) | | (142 | ) | | (229 | ) | | (21 | ) | | (197 | ) | | (5,729 | ) | | (6,454 | ) |
Other, net | (1,040 | ) | | (27 | ) | | 13 |
| | 86 |
| | (188 | ) | | 1,216 |
| | 60 |
|
Income and mining tax (expense) benefit | 1,291 |
| | 144 |
| | — |
| | (173 | ) | | 9,751 |
| | (2,355 | ) | | 8,658 |
|
Income (loss) from continuing operations | $ | 3,856 |
|
| $ | (1,198 | ) | | $ | (4,584 | ) |
| $ | 3,197 |
|
| $ | (14,800 | ) | | $ | (11,365 | ) |
| $ | (24,894 | ) |
Income (loss) from discontinued operations | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 5,693 |
| | $ | 5,693 |
|
Segment assets(2) | $ | 360,734 |
| | $ | 271,403 |
| | $ | 221,164 |
| | $ | 103,579 |
| | $ | 417,089 |
| | $ | 174,430 |
| | $ | 1,548,399 |
|
Capital expenditures | $ | 8,676 |
| | $ | 4,645 |
| | $ | 9,356 |
| | $ | 431 |
| | $ | 4,077 |
| | $ | 253 |
| | $ | 27,438 |
|
(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
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three months ended March 31, 2018 | Palmarejo | | Rochester | | Kensington | | Wharf | | Silvertip | | Other | | Total |
Revenue | | | | | | | | | | | | | |
Gold sales | $ | 36,069 |
| | $ | 14,856 |
| | $ | 36,300 |
| | $ | 23,249 |
| | — |
| | $ | — |
| | $ | 110,474 |
|
Silver sales | 33,968 |
| | 18,641 |
| | — |
| | 184 |
| | — |
| | — |
| | 52,793 |
|
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 |
| | 321 |
| | 665 |
| | 20 |
| | 10,408 |
| | 13,029 |
|
Other income (expense) | | | | | | | | | | |
|
| | |
Loss on debt extinguishment | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Fair value adjustments, net | — |
| | — |
| | — |
|
| — |
| | — |
| | 4,654 |
| | 4,654 |
|
Interest expense, net | (119 | ) |
| (98 | ) | | (243 | ) |
| (12 | ) | | (410 | ) | | (5,083 | ) | | (5,965 | ) |
Other, net | (2,144 | ) |
| (40 | ) | | (37 | ) |
| (21 | ) | | 362 |
| | 2,393 |
| | 513 |
|
Income and mining tax (expense) benefit | (12,443 | ) |
| (371 | ) | | — |
|
| (639 | ) | | 835 |
| | 669 |
| | (11,949 | ) |
Income (loss) from continuing operations | $ | 3,209 |
|
| $ | 2,935 |
|
| $ | (1,238 | ) |
| $ | 4,120 |
|
| $ | 767 |
| | $ | (9,102 | ) | | $ | 691 |
|
Income (loss) from discontinued operations | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | — |
| | $ | 550 |
| | $ | 550 |
|
Segment assets(2) | $ | 377,146 |
| | $ | 245,881 |
| | $ | 215,244 |
| | $ | 104,805 |
| | 361,212 |
| | $ | 119,922 |
| | $ | 1,424,210 |
|
Capital expenditures | $ | 9,293 |
| | $ | 2,633 |
| | $ | 11,364 |
| | $ | 344 |
| | 18,629 |
| | $ | 82 |
| | $ | 42,345 |
|
(1) Excludes amortization
(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests
|
| | | | | | | |
Assets | March 31, 2019 |
| December 31, 2018 |
Total assets for reportable segments | $ | 1,548,399 |
| | $ | 1,550,671 |
|
Cash and cash equivalents | 69,033 |
| | 115,081 |
|
Other assets | 113,933 |
|
| 46,748 |
|
Total consolidated assets | $ | 1,731,365 |
|
| $ | 1,712,500 |
|
Geographic Information
|
| | | | | | | |
Long-Lived Assets | March 31, 2019 |
| December 31, 2018 |
Mexico | $ | 337,752 |
| | $ | 342,007 |
|
United States | 513,399 |
| | 515,649 |
|
Canada | 402,668 |
| | 404,185 |
|
Other | 7,995 |
| | 8,177 |
|
Total | $ | 1,261,814 |
|
| $ | 1,270,018 |
|
|
| | | | | | | |
Revenue | Three Months Ended March 31, |
2019 | | 2018 |
United States | $ | 90,699 |
| | $ | 93,230 |
|
Mexico | 53,225 |
| | 70,037 |
|
Canada | 10,946 |
| | — |
|
Total | $ | 154,870 |
|
| $ | 163,267 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 4 – RECEIVABLES
Receivables consist of the following: |
| | | | | | | |
In thousands | March 31, 2019 | | December 31, 2018 |
Current receivables: | | | |
Trade receivables | $ | 8,065 |
| | $ | 5,147 |
|
Value added tax receivable | 18,960 |
| | 18,609 |
|
Income tax receivable | 4,054 |
| | 6 |
|
Manquiri Notes Receivable | 1,982 |
| | 5,487 |
|
Other | 469 |
| | 495 |
|
| $ | 33,530 |
| | $ | 29,744 |
|
Non-current receivables: | | | |
Value added tax receivable(1) | $ | 27,237 |
| | $ | 26,817 |
|
RMC Receivable(2) | 4,334 |
| | 4,334 |
|
| 31,571 |
| | 31,151 |
|
Total receivables | $ | 65,101 |
| | $ | 60,895 |
|
(1) Represents VAT that was paid to the Mexican Government associated with Coeur Mexicana’s prior royalty agreement with a subsidiary of Franco-Nevada Corporation. The Company continues to pursue recovery from the Mexican government (including through ongoing litigation).
(2) In November 2018, Republic Metals Corp. (“RMC”), a U.S.-based precious metals refiner, filed Chapter 11 bankruptcy. Approximately 0.4 million ounces of Coeur’s silver and 6,500 ounces of Coeur’s gold was impacted by RMC’s bankruptcy filing.
NOTE 5 – INVENTORY AND ORE ON LEACH PADS
Inventory consists of the following:
|
| | | | | | | |
In thousands | March 31, 2019 | | December 31, 2018 |
Inventory: | | | |
Concentrate | $ | 9,155 |
| | $ | 10,772 |
|
Precious metals | 16,349 |
| | 20,761 |
|
Supplies | 35,149 |
| | 34,746 |
|
| 60,653 |
| | 66,279 |
|
Ore on leach pads: | | | |
Current | 74,517 |
| | 75,122 |
|
Non-current | 72,633 |
| | 66,964 |
|
| 147,150 |
| | 142,086 |
|
Total inventory and ore on leach pads | $ | 207,803 |
| | $ | 208,365 |
|
In the first quarter of 2019, Silvertip recognized a $15.4 million write-down of metal inventory as a result of lower than expected production levels, grades and recovery rates as well as reduced process plant availability. It is possible that additional write-downs will be required as the Company works to optimize operations at Silvertip.
NOTE 6 – 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, 2019 |
In thousands | Cost | | Gross Unrealized Losses | | Gross Unrealized Gains | | Estimated Fair Value |
Equity Securities | | | | | | | |
Metalla Royalty & Streaming Ltd. | $ | 11,803 |
| | $ | — |
| | $ | 12,055 |
| | $ | 23,858 |
|
Rockhaven Resources, Ltd. | 2,064 |
| | (475 | ) | | — |
| | 1,589 |
|
Other | 1,356 |
| | (928 | ) | | — |
| | 428 |
|
Equity securities | $ | 15,223 |
| | $ | (1,403 | ) | | $ | 12,055 |
| | $ | 25,875 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
|
| | | | | | | | | | | | | | | |
| At December 31, 2018 |
In thousands | Cost | | Gross Unrealized Losses | | Gross Unrealized Gains | | Estimated Fair Value |
Equity Securities | | | | | | | |
Metalla Royalty & Streaming Ltd. | $ | 10,695 |
| | $ | — |
| | $ | 2,852 |
| | $ | 13,547 |
|
Rockhaven Resources, Ltd. | 2,064 |
| | (452 | ) | | — |
| | 1,612 |
|
Other | 1,376 |
| | (946 | ) | | — |
| | 430 |
|
Equity securities | $ | 14,135 |
| | $ | (1,398 | ) | | $ | 2,852 |
| | $ | 15,589 |
|
| | | | | | | |
Debt Securities | | | | | | | |
Metalla Royalty & Streaming Ltd. | $ | 2,271 |
| | $ | (54 | ) | | $ | — |
| | $ | 2,217 |
|
| | | | | | | |
Equity and debt securities | $ | 16,406 |
| | $ | (1,452 | ) | | $ | 2,852 |
| | $ | 17,806 |
|
(1) In October 2018, the Company acquired the remaining outstanding shares of Northern Empire Resources Corp. not already owned by the Company.
The Company performs a quarterly assessment on its debt securities with unrealized losses to determine if the securities are other than temporarily impaired. At March 31, 2019, there were no debt securities with unrealized losses.
NOTE 7 – LEASES
ROU Assets and Liabilities
The following table summarizes quantitative information pertaining to the Company’s finance and operating leases.
|
| | | |
In thousands | March 31, 2019 |
Lease Cost | |
ROU operating lease cost | $ | 3,449 |
|
| |
Short-term operating lease cost | $ | 2,751 |
|
| |
Finance Lease Cost: | |
Amortization of ROU assets | $ | 2,968 |
|
Interest on lease liabilities | 1,107 |
|
Total finance lease cost | $ | 4,075 |
|
Supplemental cash flow information related to leases was as follows:
|
| | | |
In thousands | March 31, 2019 |
Other Information | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ | 6,200 |
|
Operating cash flows from finance leases | $ | 1,107 |
|
Financing cash flows from finance leases | $ | 7,356 |
|
Supplemental balance sheet information related to leases was as follows:
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
|
| | | |
In thousands | March 31, 2019 |
Operating Leases | |
Other assets, non-current | $ | 62,805 |
|
| |
Accrued liabilities and other | $ | 13,340 |
|
Other long-term liabilities | 48,326 |
|
Total operating lease liabilities | $ | 61,666 |
|
| |
Finance Leases | |
Property and equipment, gross | $ | 106,989 |
|
Accumulated depreciation | (47,178 | ) |
Property and equipment, net | $ | 59,811 |
|
| |
Debt, current | $ | 24,520 |
|
Debt, non-current | 51,224 |
|
Total finance lease liabilities | $ | 75,744 |
|
| |
Weighted Average Remaining Lease Term | |
Weighted-average remaining lease term - finance leases | 2.36 |
|
Weighted-average remaining lease term - operating leases | 4.96 |
|
| |
Weighted Average Discount Rate | |
Weighted-average discount rate - finance leases | 6.40 | % |
Weighted-average discount rate - operating leases | 5.19 | % |
Minimum future lease payments under finance and operating leases with terms longer than one year are as follows:
|
| | | | | | |
At December 31, (In thousands) | | |
| Operating leases | Finance leases |
2019 | $ | 10,282 |
| $ | 21,381 |
|
2020 | 13,261 |
| 24,988 |
|
2021 | 13,048 |
| 22,719 |
|
2022 | 13,031 |
| 13,707 |
|
2023 | 12,553 |
| 7,370 |
|
Thereafter | 8,605 |
| 1,101 |
|
Total | $ | 70,780 |
| $ | 91,266 |
|
Less: imputed interest | (9,114 | ) | (15,522 | ) |
Net lease obligation | $ | 61,666 |
| $ | 75,744 |
|
NOTE 8 – DEBT
|
| | | | | | | | | | | | | | | |
| March 31, 2019 | | December 31, 2018 |
In thousands | Current | | Non-Current | | Current | | Non-Current |
2024 Senior Notes, net(1) | $ | — |
| | $ | 246,045 |
| | $ | — |
| | $ | 245,854 |
|
Revolving Credit Facility(2) | — |
| | 135,000 |
| | — |
| | 135,000 |
|
Finance lease obligations | 24,520 |
| | 51,224 |
| | 24,937 |
| | 53,035 |
|
| $ | 24,520 |
| | $ | 432,269 |
| | $ | 24,937 |
| | $ | 433,889 |
|
(1) Net of unamortized debt issuance costs of $4.0 million and $4.1 million at March 31, 2019 and December 31, 2018, respectively.
(2) Unamortized debt issuance costs of $2.2 million and $2.2 million at March 31, 2019 and December 31, 2018, respectively, included in Other Non-Current Assets.
2024 Senior Notes
In May 2017, the Company completed an offering of $250.0 million in aggregate principal amount of 2024 Senior Notes
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended for net proceeds of approximately $245.0 million. For more details, please see Note 18 -- Debt contained in the 2018 10-K.
Revolving Credit Facility
At March 31, 2019, the Company had $115.0 million available under its revolving credit facility (the “RCF”). At March 31, 2019, the interest rate of the RCF was 4.986%. Since inception, the Company has swapped $75.0 million of variable rate debt on the RCF to fixed rate debt through interest rate swap derivative instruments (see Note 13 -- Derivative Financial Instruments).
On April 30, 2019, the Company and Bank of America, N.A., as administrative agent for the RCF lenders, entered into the Second Amendment to Credit Agreement (the “Amendment”). Among other items, the Amendment (1) modifies the financial covenants to (A) provide greater flexibility under the consolidated net leverage ratio requirement through the September 30, 2019 test date, with the ratio returning to the original level as outlined in the RCF starting with the December 31, 2019 test date, and (B) include an additional financial covenant tied to senior secured leverage and (2) increases the interest rate on borrowings under the RCF by 0.75% during periods of elevated consolidated net leverage.
Finance Lease Obligations
From time to time, the Company acquires mining equipment and facilities under finance lease agreements. In the three months ended March 31, 2019, the Company entered into new lease financing arrangements primarily for mining equipment at Silvertip and Wharf . All capital lease obligations are recorded, upon lease inception, at the present value of future minimum lease payments. See Note 7 -- Leases for additional qualitative and quantitative disclosures related to finance leasing arrangements.
Interest Expense
|
| | | | | | | |
| Three Months Ended March 31, |
In thousands | 2019 | | 2018 |
2024 Senior Notes | $ | 3,673 |
| | $ | 3,673 |
|
Revolving Credit Facility | 1,853 |
| | 1,152 |
|
Finance lease obligations | 1,107 |
| | 524 |
|
Amortization of debt issuance costs | 342 |
| | 325 |
|
Accretion of Silvertip contingent consideration | 179 |
| | 324 |
|
Other debt obligations | — |
|
| 107 |
|
Capitalized interest | (700 | ) | | (140 | ) |
Total interest expense, net of capitalized interest | $ | 6,454 |
| | $ | 5,965 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
NOTE 9 – 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 its operating sites are as follows:
|
| | | | | | | |
| Three Months Ended March 31, |
In thousands | 2019 | | 2018 |
Asset retirement obligation - Beginning | $ | 133,508 |
| | $ | 118,799 |
|
Accretion | 2,895 |
| | 2,545 |
|
Settlements | (662 | ) | | (496 | ) |
Asset retirement obligation - Ending | $ | 135,741 |
| | $ | 120,848 |
|
The Company accrued $2.1 million and $2.0 million at March 31, 2019 and December 31, 2018, respectively, for reclamation liabilities related to former mining activities, which are included in Reclamation.
NOTE 10 - INCOME AND MINING TAXES
The following table summarizes the components of Income and mining tax (expense) benefit for the three months ended March 31, 2019 and 2018 by significant jurisdiction:
|
| | | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2019 | | 2018 |
In thousands | Income (loss) before tax | Tax (expense) benefit | | Income (loss) before tax | Tax (expense) benefit |
United States | $ | (6,047 | ) | $ | (2,162 | ) | | $ | 1,187 |
| $ | 517 |
|
Canada | (26,525 | ) | 9,792 |
| | — |
| — |
|
Mexico | (772 | ) | 1,024 |
| | 13,126 |
| (13,222 | ) |
Other jurisdictions | (208 | ) | 4 |
|
| (1,673 | ) | 756 |
|
| $ | (33,552 | ) | $ | 8,658 |
| | $ | 12,640 |
| $ | (11,949 | ) |
During the first quarter of 2019, the Company reported estimated income and mining tax benefit of approximately $8.7 million, resulting in an effective tax rate of 25.8%. This compares to income tax expense of $11.9 million for an effective tax rate of 94.5% during the first quarter of 2018. The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) foreign exchange rates; (iv) mining taxes and (v) the non-recognition of tax assets. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.
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 ultimately will 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 section titled “Risk Factors” in the 2018 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 2015 forward for the U.S. federal jurisdiction and from 2011 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 $3.5 million and $4.5 million in the next twelve months.
At March 31, 2019 and December 31, 2018, the Company had $3.1 million and $3.8 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
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
expense. At March 31, 2019 and December 31, 2018, the amount of accrued income-tax-related interest and penalties was $2.7 million and $3.7 million, respectively.
NOTE 11 – 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, 2019 and 2018 was $2.2 million and $2.8 million, respectively. At March 31, 2019, there was $10.3 million of unrecognized stock-based compensation cost which is expected to be recognized over a weighted-average remaining vesting period of 1.9 years.
The following table summarizes the grants awarded during the three months ended March 31, 2019:
|
| | | | | | | | | | | | | | |
Grant date | | Restricted stock | | Grant date fair value of restricted stock | | Performance shares | | Grant date fair value of performance shares |
February 5, 2019 | | 435,173 |
| | $ | 5.08 |
| | 628,943 |
| | $ | 5.54 |
|
February 19, 2019 | | 854,058 |
| | $ | 5.17 |
| | 80,850 |
| | $ | 5.54 |
|
NOTE 12 – FAIR VALUE MEASUREMENTS
|
| | | | | | | |
| Three Months Ended March 31, |
In thousands | 2019 | | 2018 |
Unrealized gain (loss) on equity securities | $ | 9,185 |
| | $ | 4,842 |
|
Realized gain (loss) on equity securities | (8 | ) | | (333 | ) |
Zinc options | — |
| | 145 |
|
Interest rate swap, net | (57 | ) | | — |
|
Fair value adjustments, net | $ | 9,120 |
| | $ | 4,654 |
|
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).
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, 2019 |
In thousands | Total | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | |
Equity securities | $ | 25,875 |
| | $ | 25,875 |
| | $ | — |
| | $ | — |
|
Other derivative instruments, net | $ | 553 |
| | — |
| | 553 |
| | — |
|
| $ | 26,428 |
| | $ | 25,875 |
| | $ | 553 |
| | $ | — |
|
Liabilities: | | | | | | | |
Silvertip contingent consideration | $ | 49,455 |
| | $ | — |
| | $ | — |
| | $ | 49,455 |
|
Other derivative instruments, net | $ | 112 |
| | — |
| | 112 |
| | — |
|
| $ | 49,567 |
| | $ | — |
| | $ | 112 |
| | $ | 49,455 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
|
| | | | | | | | | | | | | | | |
| Fair Value at December 31, 2018 |
In thousands | Total | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | |
Equity and debt securities | $ | 17,806 |
| | $ | 15,589 |
| | $ | — |
| | $ | 2,217 |
|
Other derivative instruments, net | 914 |
| | — |
| | 914 |
| | — |
|
| $ | 18,720 |
| | $ | 15,589 |
| | $ | 914 |
| | $ | 2,217 |
|
Liabilities: | | | | | | | |
Silvertip contingent consideration | $ | 49,276 |
| | $ | — |
| | $ | — |
| | $ | 49,276 |
|
Other derivative instruments, net | 644 |
| | — |
| | 644 |
| | — |
|
| $ | 49,920 |
| | $ | — |
| | $ | 644 |
| | $ | 49,276 |
|
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, zinc hedges, and an interest rate swap 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 was due to mature in June 30, 2027, however, through a combination of principal repayments and conversions into Metalla shares, the convertible debenture was extinguished in February 2019.
In October 2017, the Company acquired the Silvertip mine from shareholders of JDS Silver Holdings Ltd (the “Silvertip Acquisition”). The consideration for the Silvertip Acquisition includes two $25.0 million contingent payments, which are payable in cash and common stock upon reaching a future permitting milestone and resource declaration milestone, 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.
No assets or liabilities were transferred between fair value levels in the three months ended March 31, 2019.
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, 2019:
|
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2019 |
In thousands | Balance at the beginning of the period | | Revaluation | | Settlements | | Accretion | | Balance at the end of the period |
Assets: | | | | | | | | | |
Equity and debt securities | $ | 2,217 |
| | $ | 59 |
| | $ | (2,276 | ) | | $ | — |
| | $ | — |
|
Liabilities: | | | | | | | | | |
Silvertip contingent consideration | $ | 49,276 |
| | $ | — |
| | $ | — |
| | $ | 179 |
| | $ | 49,455 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
The fair value of financial assets and liabilities carried at book value in the financial statements at March 31, 2019 and December 31, 2018 is presented in the following table:
|
| | | | | | | | | | | | | | | | | | | |
| March 31, 2019 |
In thousands | Book Value | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | | | |
Manquiri Notes Receivable | $ | 1,982 |
| | $ | 1,982 |
| | $ | — |
| | $ | — |
| | $ | 1,982 |
|
Liabilities: | | |
| | | | | | |
5.875% Senior Notes due 2024(1) | $ | 246,045 |
| | $ | 237,895 |
| | $ | — |
| | $ | 237,895 |
| | $ | — |
|
RCF(2) | $ | 135,000 |
| | $ | 135,000 |
| | $ | — |
| | $ | 135,000 |
| | $ | — |
|
(1) Net of unamortized debt issuance costs of $4.0 million.
(2) Unamortized debt issuance costs of $2.2 million included in Other Non-Current Assets.
|
| | | | | | | | | | | | | | | | | | | |
| December 31, 2018 |
In thousands | Book Value | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | | | |
Manquiri Notes Receivable | $ | 5,487 |
| | $ | 5,487 |
| | $ | — |
| | $ | — |
| | $ | 5,487 |
|
Liabilities: | | | | | | | | | |
5.875% Senior Notes due 2024(1) | $ | 245,854 |
| | $ | 220,446 |
| | $ | — |
| | $ | 220,446 |
| | $ | — |
|
RCF(2) | $ | 135,000 |
| | $ | 135,000 |
| | $ | — |
| | $ | 135,000 |
| | $ | — |
|
(1) Net of unamortized debt issuance costs of $4.1 million.
(2) Unamortized debt issuance costs of $2.2 million included in Other Non-Current Assets.
The fair value of the Manquiri Notes Receivable (as defined below) was determined using a discounted cash flow model using a 12% discount rate which takes into consideration the increased credit risk and short duration of the Manquiri Notes Receivable. The fair value is estimated based on observable and unobservable data including yield curves and credit spreads, therefore, the Company classifies the Manquiri Notes Receivable in Level 3 of the fair value hierarchy; see Note 18 -- 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 RCF approximates book value as the liability is secured, has a variable interest rate, and lacks significant credit concerns.
NOTE 13 – DERIVATIVE FINANCIAL INSTRUMENTS
Provisional Metal Sales
The Company enters into sales contracts with third-party smelters, refiners and off-take customers 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.
Interest Rate Swap
The Company is a party to two interest rate swap contracts in which it will receive variable-rate interest and pay fixed-rate interest. The Company uses these instruments to manage its exposure to changes in interest rates related to its RCF (see Note 8-- Debt). The interest rate swap derivative instruments are not designated as hedges from an accounting standpoint and hedge accounting is not applied. The notional amount is used to measure interest to be paid or received. The first interest rate swap derivative instrument, with a notional amount of $50.0 million, became effective June 2018 and covers a contractual term of twelve months and net settles monthly. The second interest rate swap derivative instrument, with a notional amount of $75.0 million, will become effective June 2019 and covers a contractual term of six months and net settles monthly.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
At March 31, 2019, the Company had the following derivative instruments that settle as follows: |
| | | | | | | |
In thousands except average prices and notional ounces | 2019 | | Thereafter |
Provisional silver sales contracts | $ | 5,712 |
| | $ | — |
|
Average silver price per ounce | $ | 15.11 |
| | $ | — |
|
Notional ounces | 378,139 |
| | — |
|
| | | |
Provisional gold sales contracts | $ | 10,657 |
| | $ | — |
|
Average gold price per ounce | $ | 1,303 |
| | $ | — |
|
Notional ounces | 8,178 |
| | — |
|
| | | |
Provisional zinc sales contracts | $ | 11,581 |
| | $ | — |
|
Average zinc price per pound | $ | 1.27 |
| | $ | — |
|
Notional pounds | 9,099,116 |
| | — |
|
| | | |
Provisional lead sales contracts | $ | 4,234 |
| | $ | — |
|
Average lead price per pound | $ | 0.91 |
| | $ | — |
|
Notional pounds | 4,648,252 |
| | — |
|
| | | |
Fixed interest rate swap payable | $ | 323 |
|
| $ | — |
|
Fixed Interest rate | 2.46 | % | | — |
|
Notional dollars | $ | 50,000 |
| | $ | — |
|
| | | |
Variable interest rate swap receivable | $ | 326 |
| | $ | — |
|
Average variable interest rate | 2.49 | % | | $ | — |
|
Notional dollars | $ | 50,000 |
| | $ | — |
|
| | | |
Fixed interest rate swap payable | $ | 960 |
| | $ | — |
|
Fixed Interest rate | 2.50 | % | | — |
|
Notional dollars | $ | 75,000 |
| | $ | — |
|
| | | |
Variable interest rate swap receivable | $ | 911 |
| | $ | — |
|
Average variable interest rate | 2.49 | % | | $ | — |
|
Notional dollars | $ | 75,000 |
| | $ | — |
|
The following summarizes the classification of the fair value of the derivative instruments:
|
| | | | | | | |
| March 31, 2019 |
In thousands | Prepaid expenses and other | | Accrued liabilities and other |
Provisional metal sales contracts | $ | 550 |
| | $ | 161 |
|
Interest rate swaps | 3 |
| | (49 | ) |
| $ | 553 |
| | $ | 112 |
|
|
| | | | | | | |
| December 31, 2018 |
In thousands | Prepaid expenses and other | | Accrued liabilities and other |
Provisional metal sales contracts | $ | 784 |
| | $ | 644 |
|
Zinc options | 113 |
| | — |
|
Interest rate swaps | 17 |
| | — |
|
| $ | 914 |
| | $ | 644 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
The following represent mark-to-market gains (losses) on derivative instruments for the three months ended March 31, 2019 and 2018, respectively (in thousands):
|
| | | | | | | | |
| | Three Months Ended March 31, |
Financial statement line | Derivative | 2019 | | 2018 |
Revenue | Provisional metal sales contracts | $ | 250 |
| | $ | 253 |
|
Fair value adjustments, net | Zinc options | — |
| | 145 |
|
Fair value adjustments, net | Interest rate swaps | (46 | ) | | — |
|
| | $ | 204 |
| | $ | 398 |
|
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.
NOTE 14 - OTHER, NET
Other, net consists of the following:
|
| | | | | | | |
| Three Months Ended March 31, |
In thousands | 2019 | | 2018 |
Foreign exchange gain (loss) | $ | (665 | ) | | $ | (670 | ) |
Interest income on notes receivable | 180 |
| | 249 |
|
Gain (loss) on sale of assets and investments | 52 |
| | (241 | ) |
Other | 493 |
| | 1,175 |
|
Other, net | $ | 60 |
| | $ | 513 |
|
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 15 – 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, 2019 and 2018, 2,593,294 and 496,064 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 | 2019 | | 2018 |
Net income (loss) available to common stockholders: | | | |
Income (loss) from continuing operations | $ | (24,894 | ) | | $ | 691 |
|
Income (loss) from discontinued operations | 5,693 |
| | 550 |
|
| $ | (19,201 | ) | | $ | 1,241 |
|
| | | |
Weighted average shares: | | | |
Basic | 202,422 |
| | 184,367 |
|
Effect of stock-based compensation plans | — |
| | 3,254 |
|
Diluted | 202,422 |
|
| 187,621 |
|
| | | |
Basic income (loss) per share: | | | |
Income (loss) from continuing operations | $ | (0.12 | ) | | $ | 0.00 |
|
Income (loss) from discontinued operations | 0.03 |
| | 0.00 |
|
Basic(1) | $ | (0.09 | ) |
| $ | 0.01 |
|
| | | |
Diluted income (loss) per share: | | | |
Income (loss) from continuing operations | $ | (0.12 | ) | | $ | 0.00 |
|
Income (loss) from discontinued operations | 0.03 |
| | 0.00 |
|
Diluted(1) | $ | (0.09 | ) |
| $ | 0.01 |
|
(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 16 - SUPPLEMENTAL GUARANTOR INFORMATION
The following Consolidating Financial Statements are presented to satisfy disclosure requirements of Rule 3-10 of Regulation S-X resulting from the guarantees by Coeur Alaska, Inc., Coeur Explorations, Inc., Coeur Rochester, Inc., Coeur South America Corp., Wharf Resources (U.S.A.), Inc. and its subsidiaries, and Coeur Capital, Inc. (collectively, the “Subsidiary Guarantors”) of the 2024 Senior Notes. The following schedules present Consolidating Financial Statements of (a) Coeur, the parent company; (b) the Subsidiary Guarantors; and (c) certain wholly-owned domestic and foreign subsidiaries of the Company (collectively, the “Non-Guarantor Subsidiaries”). Each of the Subsidiary Guarantors is 100% owned by Coeur and the guarantees are full and unconditional and joint and several obligations. There are no restrictions on the ability of Coeur to obtain funds from the Subsidiary Guarantors by dividend or loan.
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 2019
|
| | | | | | | | | | | | | | | | | | | |
In thousands | Coeur Mining, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
ASSETS | | | | | | | |
CURRENT ASSETS | | | | | | | | | |
Cash and cash equivalents | $ | 10,185 |
| | $ | 10,488 |
| | $ | 48,360 |
| | $ | — |
| | $ | 69,033 |
|
Receivables | 1,915 |
| | 7,932 |
| | 23,683 |
| | — |
| | 33,530 |
|
Ore on leach pads | — |
| | 74,517 |
| | — |
| | — |
| | 74,517 |
|
Inventory | — |
| | 26,963 |
| |