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Coeur Mining, Inc. - Quarter Report: 2017 June (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________________________________________ 
FORM 10-Q
___________________________________________
þ
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2017
OR
 ¨   
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
____________________________________________ 
a021914coeurminingrpmshsma65.jpg
COEUR MINING, INC.
(Exact name of registrant as specified in its charter)
____________________________________________
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.
Large accelerated filer
 
þ
Accelerated filer
 
¨   
 
 
 
 
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 181,451,398 shares were issued and outstanding as of July 24, 2017.



COEUR MINING, INC.
INDEX
 
 
Page
Part I.
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
 
 
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited)
 
 
 
 
Condensed Consolidated Balance Sheets
 
 
 
 
Condensed Consolidated Statement of Changes in Stockholders’ Equity
 
 
 
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
 
 
 
 
 
 
 
 
Consolidated Financial Results
 
 
 
 
Results of Operations
 
 
 
 
Liquidity and Capital Resources
 
 
 
 
Non-GAAP Financial Performance Measures
 
 
 
 
 
 
 
 
 
 
 
Part II.
 
 
 
 
 
 
 
 
Item 1A. Risk Factors
 
 
 
 
 
 
 
 
Item 5. Other Information
 
 
 
 
Item 6. Exhibits
 
 
 
Signatures



2


PART I
Item 1.        Financial Statements

COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2017
 
2016
 
2017
 
2016
 
Notes
In thousands, except share data
Revenue
3
$
173,354

 
$
182,007

 
$
379,492

 
$
330,394

COSTS AND EXPENSES
 
 
 
 
 
 
 
 
Costs applicable to sales(1)
3
125,621

 
100,465

 
258,333

 
202,020

Amortization
 
32,946

 
37,505

 
73,050

 
65,470

General and administrative
 
7,042

 
7,400

 
17,175

 
15,676

Exploration
 
7,813

 
2,233

 
13,065

 
3,963

Write-downs
 

 

 

 
4,446

Pre-development, reclamation, and other
 
4,366

 
4,364

 
8,947

 
8,568

Total costs and expenses
 
177,788

 
151,967


370,570

 
300,143

OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
 
Loss on debt extinguishment
17
(9,342
)
 

 
(9,342
)
 

Fair value adjustments, net
10
336

 
(3,579
)
 
(864
)
 
(12,274
)
Interest expense, net of capitalized interest
17
(3,749
)
 
(10,875
)
 
(7,335
)
 
(21,995
)
Other, net
7
4,136

 
(1,857
)
 
25,275

 
(543
)
Total other income (expense), net
 
(8,619
)
 
(16,311
)

7,734

 
(34,812
)
Income (loss) before income and mining taxes
 
(13,053
)
 
13,729


16,656

 
(4,561
)
Income and mining tax (expense) benefit
8
2,098

 
768

 
(8,948
)
 
(1,338
)
NET INCOME (LOSS)
 
$
(10,955
)
 
$
14,497


$
7,708

 
$
(5,899
)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
 
 
 
 
 
 
 
 
Unrealized gain (loss) on equity securities, net of tax of ($1,164) and ($2,174) for the three and six months June 30, 2016, respectively
 
(18
)
 
2,103

 
(2,200
)
 
3,146

Reclassification adjustments for impairment of equity securities
 
305

 
20

 
426

 
20

Reclassification adjustments for realized (gain) loss on sale of equity securities
 
(203
)
 
(314
)
 
1,268

 
273

Other comprehensive income (loss)
 
84

 
1,809


(506
)
 
3,439

COMPREHENSIVE INCOME (LOSS)
 
$
(10,871
)
 
$
16,306


$
7,202

 
$
(2,460
)
 
 
 
 
 
 
 
 
 
NET INCOME (LOSS) PER SHARE
9
 
 
 
 
 
 
 
Basic
 
$
(0.06
)
 
$
0.09

 
$
0.04

 
$
(0.04
)
 
 
 
 
 
 
 
 
 
Diluted
 
$
(0.06
)
 
$
0.09

 
$
0.04

 
$
(0.04
)
(1) Excludes amortization.
The accompanying notes are an integral part of these condensed consolidated financial statements.


3


COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2017
 
2016
 
2017
 
2016
 
Notes
In thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(10,955
)
 
$
14,497

 
7,708

 
(5,899
)
Adjustments:
 
 
 
 
 
 
 
 
Amortization
 
32,946

 
37,505

 
73,050

 
65,470

Accretion
 
2,593

 
2,848

 
5,107

 
6,017

Deferred taxes
 
(4,844
)
 
(15,170
)
 
(3,469
)
 
(17,275
)
Loss on debt extinguishment
 
9,342

 

 
9,342

 

Fair value adjustments, net
10
(336
)
 
3,579

 
864

 
12,274

Stock-based compensation
5
2,235

 
2,307

 
5,542

 
5,222

Gain on sale of the Joaquin project
 

 

 
(21,138
)
 

Write-downs
 

 

 

 
4,446

Other
 
(3,624
)
 
1,930

 
(5,822
)
 
494

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
Receivables
 
(1,916
)
 
(12,402
)
 
11,190

 
(8,921
)
Prepaid expenses and other current assets
 
3,612

 
(898
)
 
(687
)
 
381

Inventory and ore on leach pads
 
(997
)
 
(7,686
)
 
13,295

 
(15,508
)
Accounts payable and accrued liabilities
 
1,223

 
19,429

 
(10,432
)
 
5,855

CASH PROVIDED BY OPERATING ACTIVITIES
 
29,279


45,939


84,550

 
52,556

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
Capital expenditures
 
(37,482
)
 
(23,288
)
 
(61,461
)
 
(45,460
)
Proceeds from the sale of assets
 
436

 
7,293

 
15,455

 
11,302

Purchase of investments
 
(8,948
)
 
(92
)
 
(9,964
)
 
(99
)
Sale of investments
 
898

 
648

 
10,918

 
1,645

Other
 
(61
)
 
(1,446
)
 
(1,607
)
 
(2,919
)
CASH USED IN INVESTING ACTIVITIES
 
(45,157
)

(16,885
)
 
(46,659
)

(35,531
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
Issuance of common stock
 

 
73,071

 

 
73,071

Issuance of notes and bank borrowings
17
244,958

 

 
244,958

 

Payments on debt, capital leases, and associated costs
17
(188,931
)
 
(6,712
)
 
(192,157
)
 
(12,683
)
Gold production royalty payments
 

 
(10,461
)
 

 
(19,592
)
Other
 
(473
)
 
(448
)
 
(3,720
)
 
(728
)
CASH PROVIDED BY FINANCING ACTIVITIES
 
55,554


55,450


49,081

 
40,068

Effect of exchange rate changes on cash and cash equivalents
 
329

 
(302
)
 
884

 
(216
)
INCREASE IN CASH AND CASH EQUIVALENTS
 
40,005

 
84,202


87,856

 
56,877

Cash and cash equivalents at beginning of period
 
210,033

 
173,389

 
162,182

 
200,714

Cash and cash equivalents at end of period
 
$
250,038

 
$
257,591


$
250,038

 
$
257,591


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

4


COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
June 30, 2017 (Unaudited)
 
December 31, 2016
ASSETS
Notes
In thousands, except share data
CURRENT ASSETS
 
 
 
 
Cash and cash equivalents
 
$
250,038

 
$
162,182

Receivables
13
69,656

 
60,431

Inventory
14
67,895

 
106,026

Ore on leach pads
14
75,699

 
64,167

Prepaid expenses and other
 
18,563

 
17,981

 
 
481,851

 
410,787

NON-CURRENT ASSETS
 
 
 
 
Property, plant and equipment, net
15
227,738

 
216,796

Mining properties, net
16
550,247

 
558,455

Ore on leach pads
14
69,954

 
67,231

Restricted assets
12
19,294

 
17,597

Equity securities
12
11,872

 
4,488

Receivables
13
15,140

 
30,951

Other
 
18,552

 
12,604

TOTAL ASSETS
 
$
1,394,648

 
$
1,318,909

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
Accounts payable
 
$
58,800

 
$
53,335

Accrued liabilities and other
 
41,250

 
42,743

Debt
17
13,014

 
12,039

Royalty obligations
10

 
4,995

Reclamation
4
3,599

 
3,522

 
 
116,663

 
116,634

NON-CURRENT LIABILITIES
 
 
 
 
Debt
17
271,766

 
198,857

Royalty obligations
10

 
4,292

Reclamation
4
99,541

 
95,804

Deferred tax liabilities
 
75,388

 
74,798

Other long-term liabilities
 
53,779

 
60,037

 
 
500,474

 
433,788

STOCKHOLDERS’ EQUITY
 
 
 
 
Common stock, par value $0.01 per share; authorized 300,000,000 shares, issued and outstanding 181,441,769 at June 30, 2017 and 180,933,287 at December 31, 2016
 
1,814

 
1,809

Additional paid-in capital
 
3,316,407

 
3,314,590

Accumulated other comprehensive income (loss)
 
(2,994
)
 
(2,488
)
Accumulated deficit
 
(2,537,716
)
 
(2,545,424
)
 
 
777,511

 
768,487

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
1,394,648

 
$
1,318,909


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


5


COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
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, 2016
180,933

 
$
1,809

 
$
3,314,590

 
$
(2,545,424
)
 
$
(2,488
)
 
$
768,487

Net income (loss)

 

 

 
7,708

 

 
7,708

Other comprehensive income (loss)

 

 

 

 
(506
)
 
(506
)
Common stock issued under stock-based compensation plans, net
509

 
5

 
1,817

 

 

 
1,822

Balances at June 30, 2017 (Unaudited)
181,442

 
$
1,814

 
$
3,316,407

 
$
(2,537,716
)
 
$
(2,994
)
 
$
777,511

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

6

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, 2017. The condensed consolidated December 31, 2016 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, 2016 (the “2016 10-K”).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 become effective for the Company’s fiscal year beginning January 1, 2018. 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 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 become effective for the Company’s fiscal year beginning January 1, 2018. 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 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 become effective for the Company’s fiscal year beginning January 1, 2018. The Company is currently evaluating this standard and does not expect this ASU to materially impact the Company’s consolidated net income, financial position or cash flows.
In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which amends several aspects of the accounting for share-based payment transaction, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. These changes became effective for the Company’s fiscal year beginning January 1, 2017, and the Company’s adoption had no impact on the Company’s consolidated financial position, results of operations, and 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 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 become effective for the Company’s fiscal year beginning January 1, 2018. 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 May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers, which has subsequently been amended several times. 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 become effective for the Company’s fiscal year beginning January 1, 2018. The Company has substantially completed its analysis of the new standard and reviewed potential impacts from timing of when control is transferred to customers, variable consideration on concentrate sales and classification of refining fees.  The Company does not expect this ASU to materially impact the Company’s consolidated net income, financial position or cash flows.    
    


7

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 San Bartolomé mines. All operating segments are engaged in the discovery, mining, and production of gold and/or silver. 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 eliminated Coeur Capital as a standalone reportable segment in the first quarter of 2017 and has classified the operating performance, segment assets, and capital expenditures of the Endeavor silver stream and other remaining non-core assets in Other. All prior period amounts have been adjusted to conform to the current presentation.
Financial information relating to the Company’s segments is as follows (in thousands):
Three months ended June 30, 2017
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
San Bartolomé
 
Other
 
Total
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Metal sales
$
53,235

 
$
32,791

 
$
35,567

 
$
27,013

 
$
23,814

 
$
934

 
$
173,354

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)
33,894

 
24,161

 
27,988

 
15,768

 
23,392

 
418

 
125,621

Amortization
14,431

 
4,938

 
8,347

 
2,549

 
2,212

 
469

 
32,946

Exploration
3,124

 
315

 
1,980

 
3

 

 
2,391

 
7,813

Other operating expenses
310

 
831

 
350

 
632

 
298

 
8,987

 
11,408

Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on debt extinguishment

 

 

 

 

 
(9,342
)
 
(9,342
)
Fair value adjustments, net

 
336

 

 

 

 

 
336

Interest expense, net
(102
)
 
(133
)
 
(113
)
 
(17
)
 
(5
)
 
(3,379
)
 
(3,749
)
Other, net
(498
)
 
2,344

 
(57
)
 
336

 
92

 
1,919

 
4,136

Income and mining tax (expense) benefit
(3,229
)
 
44

 

 
(1,060
)
 
245

 
6,098

 
2,098

Net income (loss)
$
(2,353
)

$
5,137


$
(3,268
)

$
7,320


$
(1,756
)

$
(16,035
)

$
(10,955
)
Segment assets(2)
$
397,254

 
$
241,381

 
$
207,103

 
$
104,311

 
$
62,864

 
$
83,338

 
$
1,096,251

Capital expenditures
$
11,202

 
$
13,816

 
$
8,649

 
$
1,471

 
$
375

 
$
1,969

 
$
37,482

(1) Excludes amortization
(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests

Three months ended June 30, 2016
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
San Bartolomé
 
Other
 
Total
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Metal sales
$
48,272

 
$
35,761

 
$
36,469

 
$
34,005

 
$
25,185

 
$
505

 
$
180,197

Royalties

 

 

 

 

 
1,810

 
1,810

 
48,272


35,761


36,469


34,005


25,185


2,315


182,007

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)
22,865

 
21,721

 
22,611

 
14,342

 
18,645

 
281

 
100,465

Amortization
14,765

 
5,437

 
9,808

 
5,128

 
1,853

 
514

 
37,505

Exploration
562

 
188

 
977

 

 

 
506

 
2,233

Write-downs

 

 

 

 

 

 

Other operating expenses
278

 
700

 
257

 
688

 
1,076

 
8,765

 
11,764

Other income (expense)
 
 
 
 
 
 
 
 
 
 


 


Loss on debt extinguishment

 

 

 

 

 

 

Fair value adjustments, net
(840
)
 
(2,687
)
 

 

 

 
(52
)
 
(3,579
)
Interest expense, net
(425
)
 
(181
)
 
(34
)
 
(27
)
 
(7
)
 
(10,201
)
 
(10,875
)
Other, net
(4,360
)
 
(3,860
)
 
1

 
204

 
411

 
5,747

 
(1,857
)
Income and mining tax (expense) benefit
3,153

 
8

 

 
(352
)
 
848

 
(2,889
)
 
768

Net income (loss)
$
7,330


$
995


$
2,783


$
13,672


$
4,863


$
(15,146
)

$
14,497

Segment assets(2)
$
427,938

 
$
207,764

 
$
196,403

 
$
113,821

 
$
83,814

 
$
84,219

 
$
1,113,959

Capital expenditures
$
8,863

 
$
3,885

 
$
7,536

 
$
1,511

 
$
1,317

 
$
176

 
$
23,288

(1) Excludes amortization
(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests

8

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

Six months ended June 30, 2017
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
San Bartolomé
 
Other
 
Total
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Metal sales
$
130,939

 
$
71,770

 
$
73,531

 
$
57,264

 
$
44,398

 
$
1,590

 
$
379,492

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
 


Costs applicable to sales(1)
76,895

 
50,600

 
56,431

 
32,088

 
41,614

 
705

 
258,333

Amortization
34,581

 
10,754

 
17,525

 
5,660

 
3,623

 
907

 
73,050

Exploration
4,755

 
459

 
2,819

 
3

 

 
5,029

 
13,065

Other operating expenses
611

 
1,641

 
695

 
1,251

 
1,050

 
20,874

 
26,122

Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on debt extinguishment

 

 

 

 

 
(9,342
)
 
(9,342
)
Fair value adjustments, net

 
(864
)
 

 

 

 

 
(864
)
Interest expense, net
(227
)
 
(250
)
 
(153
)
 
(36
)
 
(12
)
 
(6,657
)
 
(7,335
)
Other, net
(127
)
 
2,312

 
(865
)
 
425

 
371

 
23,159

 
25,275

Income and mining tax (expense) benefit
(14,415
)
 
(454
)
 

 
(2,017
)
 
214

 
7,724

 
(8,948
)
Net income (loss)
$
(672
)

$
9,060


$
(4,957
)

$
16,634


$
(1,316
)

$
(11,041
)

$
7,708

Segment assets(2)
$
397,254

 
$
241,381

 
$
207,103

 
$
104,311

 
$
62,864

 
$
83,338

 
$
1,096,251

Capital expenditures
$
17,432

 
$
24,384

 
$
14,170

 
$
2,358

 
$
763

 
$
2,354

 
$
61,461

(1) Excludes amortization
(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests

Six months ended June 30, 2016
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
San Bartolomé
 
Other
 
Total
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Metal sales
$
78,085

 
$
65,743

 
$
72,212

 
$
61,934

 
$
46,463

 
$
2,396

 
$
326,833

Royalties

 

 

 

 

 
3,561

 
3,561

 
78,085


65,743


72,212


61,934


46,463


5,957

 
330,394

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)
43,903

 
44,206

 
47,029

 
29,803

 
36,142

 
937

 
202,020

Amortization
22,054

 
10,750

 
18,157

 
9,179

 
3,607

 
1,723

 
65,470

Exploration
1,363

 
297

 
930

 

 

 
1,373

 
3,963

Write-downs

 

 

 

 

 
4,446

 
4,446

Other operating expenses
593

 
1,381

 
509

 
1,181

 
1,367

 
19,213

 
24,244

Other income (expense)
 
 
 
 
 
 
 
 
 
 


 
 
Loss on debt extinguishment

 

 

 

 

 

 

Fair value adjustments, net
(5,704
)
 
(4,936
)
 

 

 

 
(1,634
)
 
(12,274
)
Interest expense, net
(1,159
)
 
(352
)
 
(77
)
 
(27
)
 
(10
)
 
(20,370
)
 
(21,995
)
Other, net
(5,595
)
 
(3,857
)
 
(19
)
 
214

 
726

 
7,988

 
(543
)
Income and mining tax (expense) benefit
3,251

 
(415
)
 

 
(236
)
 
(723
)
 
(3,215
)
 
(1,338
)
Net income (loss)
$
965


$
(451
)

$
5,491


$
21,722


$
5,340


$
(38,966
)
 
$
(5,899
)
Segment assets(2)
$
427,938

 
$
207,764

 
$
196,403

 
$
113,821

 
$
83,814

 
$
84,219

 
$
1,113,959

Capital expenditures
$
17,678

 
$
7,174

 
$
15,626

 
$
2,921

 
$
1,838

 
$
223

 
$
45,460

(1) Excludes amortization
(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests

Assets
June 30, 2017

December 31, 2016
Total assets for reportable segments
$
1,096,251

 
$
1,122,038

Cash and cash equivalents
250,038

 
162,182

Other assets
48,359


34,689

Total consolidated assets
$
1,394,648


$
1,318,909



9

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

Geographic Information
Long-Lived Assets
June 30, 2017

December 31, 2016
Mexico
$
375,536

 
$
397,697

United States
365,519

 
338,897

Bolivia
29,918

 
31,539

Australia
2,684

 
2,983

Argentina
228

 
10,228

Other
5,601

 
5,564

Total
$
779,486


$
786,908

 
Revenue
Three months ended June 30,
 
Six months ended June 30,
2017
 
2016
 
2017
 
2016
United States
$
95,371

 
$
106,236

 
$
202,565

 
$
199,890

Mexico
53,235

 
48,489

 
130,939

 
79,011

Bolivia
23,814

 
25,185

 
44,398

 
46,463

Australia
934

 
504

 
1,590

 
2,395

Other


1,593

 


2,635

Total
$
173,354

 
$
182,007

 
$
379,492


$
330,394

        
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 June 30,
 
Six months ended June 30,
In thousands
2017
 
2016
 
2017
 
2016
Asset retirement obligation - Beginning
$
99,240

 
$
83,974

 
$
97,380

 
$
82,072

Accretion
2,397

 
2,009

 
4,735

 
3,968

Additions and changes in estimates

 
(130
)
 

 
121

Settlements
(510
)
 
(308
)
 
(988
)
 
(616
)
Asset retirement obligation - Ending
$
101,127


$
85,545

 
$
101,127

 
$
85,545

The Company has accrued $2.0 million and $1.9 million at June 30, 2017 and December 31, 2016, respectively, for reclamation liabilities related to former mining activities, which are included in Reclamation.


10

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

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 and six months ended June 30, 2017 was $2.2 million and $5.5 million, respectively, compared to $2.3 million and $5.2 million for the three and six months ended June 30, 2016, respectively. At June 30, 2017, there was $8.9 million of unrecognized stock-based compensation cost which is expected to be recognized over a weighted-average remaining vesting period of 1.6 years.
The following table summarizes the grants awarded during the six months ended June 30, 2017:
Grant date
 
Restricted
stock
 
Grant date fair
value of
restricted stock
 
Stock options
 
Grant date
fair value of
stock
options
 
Performance
shares
 
Grant date fair
value of
performance
shares
January 18, 2017
 
236,581

 
$
11.47

 

 
$

 
316,213

 
$
11.58

March 7, 2017
 
539,858

 
$
7.60

 
14,820

 
$
3.91

 

 
$


The following options and stock appreciation rights were exercisable during the six months ended June 30, 2017:
Award Type
 
Number of 
Exercised Units
 
Weighted Average
Exercised Price
 
Number of Exercisable Units
 
Weighted Average
Exercisable Price
Stock options
 
16,400

 
$
1.81

 
462,181

 
$
13.74

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 100% of 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 and six months ended June 30, 2017 were $1.8 million and $3.9 million, respectively, compared to $0.9 million and $1.9 million for the three and six months ended June 30, 2016, respectively. 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 June 30,
 
Six months ended June 30,
In thousands
2017
 
2016
 
2017
 
2016
Foreign exchange gain (loss)
$
1,000

 
$
(5,656
)
 
$
2,442

 
$
(5,819
)
Gain (loss) on sale of assets and investments
513

 
3,126

 
(1,552
)
 
4,211

Gain on sale of the Joaquin project

 

 
21,138

 

Gain on repurchase of the Rochester royalty obligation
2,332

 

 
2,332

 

Impairment of equity securities
(305
)
 
(20
)
 
(426
)
 
(20
)
Other
596


693


1,341

 
1,085

Other, net
$
4,136

 
$
(1,857
)
 
$
25,275

 
$
(543
)


11

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 and six months ended June 30, 2017 and 2016 by significant jurisdiction:

 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
In thousands
Income (loss) before tax
Tax (expense) benefit
 
Income (loss) before tax
Tax (expense) benefit
 
Income (loss) before tax
Tax (expense) benefit
 
Income (loss) before tax
Tax (expense) benefit
United States
$
(6,493
)
$
1,588

 
$
119

$
(1,810
)
 
$
14,221

$
(377
)
 
$
(9,242
)
$
(2,342
)
Argentina
(129
)
945

 
4,453

(1,793
)
 
(457
)
2,070

 
3,438

(250
)
Mexico
(2,195
)
(4,766
)
 
3,353

4,316

 
6,455

(14,689
)
 
(4,155
)
4,333

Bolivia
(2,001
)
245

 
4,016

848

 
(1,530
)
214

 
6,062

(722
)
Other jurisdictions
(2,235
)
4,086


1,788

(793
)

(2,033
)
3,834


(664
)
(2,357
)
 
$
(13,053
)
$
2,098

 
$
13,729

$
768

 
$
16,656

$
(8,948
)
 
$
(4,561
)
$
(1,338
)
    
The Company’s effective tax rate is impacted by recurring and nonrecurring items. These items include foreign exchange rates on deferred tax balances, 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. Changes in currency rates increased income and mining tax expense by $3.0 million and $8.6 million for the three and six months ended June 30, 2017, predominately due to the strength of the Mexican Peso. Also, favorable operating results at Palmarejo contributed to higher income and mining tax expense. The Company’s consolidated 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 our consolidated effective tax rate.
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 2016 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 2012 forward for the U.S. federal jurisdiction and from 2009 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 June 30, 2017 and December 31, 2016, the Company had $17.4 million and $19.6 million of total gross unrecognized tax benefits, respectively. If recognized, these unrecognized tax benefits 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 June 30, 2017 and December 31, 2016, the amount of accrued income-tax-related interest and penalties was $8.4 million and $8.7 million, respectively.


12

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 and six months ended June 30, 2017, 852,176 and 1,426,480 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. Similarly, 439,721 and 1,600,669 common stock equivalents were excluded from the diluted earnings per share calculation for the three and six months ended June 30, 2016, respectively.
The 3.25% Convertible Senior Notes (“Convertible Notes”) were not included in the computation of diluted net income (loss) per share for the three and six months ended June 30, 2016 because there is no excess value upon conversion over the principal amount of the Convertible Notes. The outstanding Convertible Notes were redeemed in the third quarter of 2016.
 
Three months ended June 30,
 
Six months ended June 30,
In thousands except per share amounts
2017
 
2016
 
2017
 
2016
Net income (loss) available to common stockholders
$
(10,955
)
 
$
14,497

 
$
7,708

 
$
(5,899
)
Weighted average shares:
 
 
 
 
 
 
 
Basic
179,241

 
153,972

 
179,071

 
152,110

Effect of stock-based compensation plans

 
3,928

 
4,049

 

Diluted
179,241


157,900


183,120


152,110

Income (loss) per share:
 
 
 
 
 
 
 
Basic
$
(0.06
)
 
$
0.09

 
$
0.04


$
(0.04
)
Diluted
$
(0.06
)
 
$
0.09

 
$
0.04


$
(0.04
)

NOTE 10 – FAIR VALUE MEASUREMENTS
 
Three months ended June 30,
 
Six months ended June 30,
In thousands
2017
 
2016
 
2017
 
2016
Rochester royalty obligation
$
336

 
$
(878
)
 
$
(864
)
 
$
(5,756
)
Palmarejo royalty obligation embedded derivative

 
$
(2,687
)
 
$

 
(4,936
)
Silver and gold options


(14
)
 

 
(1,582
)
Fair value adjustments, net
$
336

 
$
(3,579
)
 
$
(864
)
 
$
(12,274
)
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 June 30, 2017
In thousands
Total
 
Level 1
 
Level 2
 
Level 3  
Assets:
 
 
 
 
 
 
 
Equity securities
$
11,872

 
$
11,614

 
$

 
$
258

Other derivative instruments, net
4

 

 
4

 

 
$
11,876

 
$
11,614

 
$
4

 
$
258

Liabilities:
 
 
 
 
 
 
 
Other derivative instruments, net
$
169

 
$

 
$
169

 
$

 

13

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

 
Fair Value at December 31, 2016
In thousands
Total
 
Level 1
 
Level 2
 
Level 3  
Assets:
 
 
 
 
 
 
 
Equity securities
$
4,488

 
$
4,209

 
$

 
$
279

 
$
4,488

 
$
4,209

 
$

 
$
279

Liabilities:
 
 
 
 
 
 
 
Rochester royalty obligation
9,287

 

 

 
9,287

Other derivative instruments, net
762

 

 
762

 

 
$
10,049

 
$

 
$
762

 
$
9,287

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 equity 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, relate to concentrate and certain doré sales contracts valued using pricing models, which require inputs that are 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 May 2017, the Company repurchased the Rochester royalty obligation for $5.0 million in cash. The Company recorded a pre-tax gain of $2.3 million on this repurchase which is included in Other, net. The fair value of the Rochester royalty obligation was estimated based on observable market data including contractual terms, forward silver and gold prices, yield curves, and credit spreads, as well as the Company’s current mine plan which is considered a significant unobservable input. Therefore, the Company classified this obligation as a Level 3 financial liability.
No assets or liabilities were transferred between fair value levels in the six months ended June 30, 2017.
The following tables present the changes in the fair value of the Company's Level 3 financial assets and liabilities for the six months ended June 30, 2017:
 
Three Months Ended June 30, 2017
In thousands
Balance at the beginning of the period
 
Revaluation
 
Settlements
 
Gain on settlement
 
Balance at the
end of the
period
Assets:
 
 
 
 
 
 
 
 
 
Equity securities
$
279

 
$
(21
)
 
$

 
$

 
$
258

Liabilities:
 
 
 
 
 
 
 
 
 
Rochester royalty obligation
$
9,277

 
$
(336
)
 
$
(6,609
)
 
(2,332
)
 
$

 
Six Months Ended June 30, 2017
In thousands
Balance at the beginning of the period
 
Revaluation
 
Settlements
 
Gain on settlement
 
Balance at the
end of the
period
Assets:
 
 
 
 
 
 
 
 
 
Equity securities
$
279

 
$
(21
)
 
$

 
$

 
$
258

Liabilities:
 
 
 
 
 
 
 
 
 
Rochester royalty obligation
$
9,287

 
$
864

 
$
(7,819
)
 
(2,332
)
 
$

The fair value of financial assets and liabilities carried at book value in the financial statements at June 30, 2017 and December 31, 2016 is presented in the following table:
 
June 30, 2017
In thousands
Book Value
 
Fair Value
 
Level 1
 
Level 2
 
Level 3  
Liabilities:
 
 

 
 
 
 
 
 
5.875% Senior Notes due 2024(1)
$
244,827

 
$
238,497

 
$

 
$
238,497

 
$

(1)
Net of unamortized debt issuance costs of $5.2 million.

14

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements


 
December 31, 2016
In thousands
Book Value
 
Fair Value
 
Level 1
 
Level 2
 
Level 3  
Liabilities:
 
 
 
 
 
 
 
 
 
7.875% Senior Notes due 2021(1)
$
175,991

 
$
184,373

 

 
$
184,373

 

(1)
Net of unamortized debt issuance costs and premium received of $2.0 million.
The fair value of the 5.875% Senior Notes due 2024 (the “2024 Senior Notes”) and the 7.875% Senior Notes due 2021 (the “2021 Senior Notes”) were estimated using quoted market prices.

NOTE 11 – DERIVATIVE FINANCIAL INSTRUMENTS
Palmarejo Gold Production Royalty
In January 2009, the Company's subsidiary, Coeur Mexicana, S.A. de C.V. (“Coeur Mexicana”), entered into a gold production royalty agreement with a subsidiary of Franco-Nevada Corporation that covered 50% of the life of mine production from the Palmarejo mine and legacy adjacent properties. The royalty transaction included a minimum obligation of 4,167 gold ounces per month and terminated upon delivery of 400,000 gold ounces, which occurred in July 2016.
    The price volatility associated with the minimum royalty obligation was considered an embedded derivative. The Company was required to recognize the change in fair value of the remaining minimum obligation due to changing gold prices. For the three and six months ended June 30, 2016, the mark-to-market adjustment associated with the change were losses of $0.9 million and $5.8 million, respectively. Payments on the royalty obligation decreased the carrying amount of the minimum obligation and the derivative liability. For the three and six months ended June 30, 2016, realized losses on settlement of the liabilities were $4.3 million and $7.3 million, respectively. The mark-to-market adjustments and realized losses are included in Fair value adjustments, net.
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 losses of $0.8 million and gains of $0.6 million in the three and six months ended June 30, 2016, respectively, compared to gains of $0.6 million and $1.2 million in the three and six months ended June 30, 2016, respectively.
At June 30, 2017, the Company had the following provisionally priced sales that settle as follows:
In thousands except average prices and notional ounces
2017
 
Thereafter
 
 
 
 
Provisional silver sales contracts
$
1,994

 
$

Average silver price
$
16.85

 
$

Notional ounces
118,361

 

 
 
 
 
Provisional gold sales contracts
$
41,176

 
$

Average gold price
$
1,263

 
$

Notional ounces
32,602

 

Silver and Gold Options
During three and six months ended June 30, 2016, the Company had realized losses of $0.1 million and $1.6 million, from settled option contracts. At June 30, 2017, the Company had no outstanding gold and silver options contracts.

15

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

The following summarizes the classification of the fair value of the derivative instruments:
 
June 30, 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
$
4

 
$
169

 
$

 
$

 
December 31, 2016
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

 
762

 

 

The following represent mark-to-market gains (losses) on derivative instruments for the three and six months ended June 30, 2017 and 2016 (in thousands):
 
 
Three months ended June 30,
 
Six months ended June 30,
Financial statement line
Derivative
2017
 
2016
 
2017
 
2016
Revenue
Provisional silver and gold sales contracts
$
(775
)
 
$
597

 
$
597

 
$
1,163

Fair value adjustments, net
Palmarejo gold production royalty
336

 
(878
)
 
(864
)
 
(5,756
)
Fair value adjustments, net
Silver and gold options

 
(14
)
 

 
(1,582
)
 
 
$
(439
)

$
(295
)
 
$
(267
)
 
$
(6,175
)
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 12 – INVESTMENTS
Equity Securities
The Company makes strategic investments in equity securities of silver and gold exploration and development companies. These investments are classified as available-for-sale and are measured at fair value in the financial statements with unrealized gains and losses recorded in Other comprehensive income (loss).
 
At June 30, 2017
In thousands
Cost
 
Gross
Unrealized
Losses
 
Gross
Unrealized
Gains
 
Estimated
Fair Value
Almaden Minerals, Ltd.
$
3,125

 
$

 
$
461

 
$
3,586

Northern Empire Resources Corp.
2,999

 

 
41

 
3,040

Rockhaven Resources, Ltd.
2,064

 
(197
)
 

 
1,867

Kootenay Silver, Inc.
1,291

 

 

 
1,291

Other
1,518

 
(45
)
 
615

 
2,088

Equity securities
$
10,997

 
$
(242
)
 
$
1,117

 
$
11,872


 
At December 31, 2016
In thousands
Cost
 
Gross
Unrealized
Losses
 
Gross
Unrealized
Gains
 
Estimated
Fair Value
Kootenay Silver, Inc.
$
2,645

 
$

 
$

 
$
2,645

Silver Bull Resources, Inc.
233

 

 
783

 
1,016

Other
229

 

 
598

 
827

Equity securities
$
3,107

 
$

 
$
1,381

 
$
4,488



16

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

The Company performs a quarterly assessment on each of its equity securities with unrealized losses to determine if the security is other than temporarily impaired. The Company recorded pre-tax other-than-temporary impairment losses of $0.3 million and $0.4 million in the three and six months ended June 30, 2017, respectively, in Other, net. No impairment losses were recorded in the three and six months ended June 30, 2016, in Other, net. The following table summarizes unrealized losses on equity 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 June 30, 2017:

 
Less than twelve months
 
Twelve months or more
 
Total
In thousands
Unrealized Losses
Fair Value
 
Unrealized Losses
Fair Value
 
Unrealized Losses
Fair Value
Equity securities
$
(242
)
$
2,083

 
$

$

 
$
(242
)
$
2,083

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 June 30, 2017 and December 31, 2016, the Company held certificates of deposit and cash under these agreements of $19.3 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 13 – RECEIVABLES
Receivables consist of the following:
In thousands
June 30, 2017
 
December 31, 2016
Current receivables:
 
 
 
Trade receivables
$
13,291

 
$
10,669

Income tax receivable
5,957

 
1,038

Value added tax receivable
49,135

 
46,083

Other
1,273

 
2,641

 
$
69,656

 
$
60,431

Non-current receivables:
 
 
 
Value added tax receivable
$
15,140

 
$
19,293

Income tax receivable

 
11,658

 
15,140

 
30,951

Total receivables
$
84,796

 
$
91,382



17

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

NOTE 14 – INVENTORY AND ORE ON LEACH PADS
Inventory consists of the following:
In thousands
June 30, 2017
 
December 31, 2016
Inventory:
 
 
 
Concentrate
$
10,746

 
$
17,994

Precious metals
18,957

 
47,228

Supplies
38,192

 
40,804

 
$
67,895

 
$
106,026

Ore on leach pads:
 
 
 
Current
$
75,699

 
$
64,167

Non-current
69,954

 
67,231

 
$
145,653

 
$
131,398

Total inventory and ore on leach pads
$
213,548

 
$
237,424


NOTE 15 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
In thousands
June 30, 2017
 
December 31, 2016
Land
$
9,417

 
$
7,878

Facilities and equipment
655,366

 
650,480

Assets under capital leases
64,221

 
54,968

 
729,004

 
713,326

Accumulated amortization (1)
(538,260
)
 
(524,806
)
 
190,744

 
188,520

Construction in progress
36,994

 
28,276

Property, plant and equipment, net
$
227,738

 
$
216,796

(1) Includes $19.6 million of accumulated amortization related to assets under capital leases.


18

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

NOTE 16 – MINING PROPERTIES
Mining properties consist of the following (in thousands):
June 30, 2017
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
San
Bartolomé
 
La Preciosa
 
Other
 
Total
Mine development
$
185,416

 
$
181,199

 
$
286,801

 
$
37,818

 
$
39,423

 
$

 
$

 
$
730,657

Accumulated amortization
(139,170
)
 
(141,026
)
 
(165,193
)
 
(13,476
)
 
(33,094
)
 

 

 
(491,959
)
 
46,246

 
40,173

 
121,608

 
24,342

 
6,329

 

 

 
238,698

Mineral interests
629,303

 

 

 
45,837

 
12,868

 
49,085

 
41,272

 
778,365

Accumulated amortization
(404,134
)
 

 

 
(21,176
)

(11,839
)
 

 
(29,667
)
 
(466,816
)
 
225,169

 

 

 
24,661

 
1,029

 
49,085

 
11,605

 
311,549

Mining properties, net
$
271,415

 
$
40,173

 
$
121,608

 
$
49,003

 
$
7,358

 
$
49,085

 
$
11,605

 
$
550,247

December 31, 2016
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
San
Bartolomé
 
La Preciosa
 
Joaquin
 
Other
 
Total
Mine development
$
174,890

 
$
165,230

 
$
271,175

 
$
37,485

 
$
39,184

 
$

 
$

 
$

 
$
687,964

Accumulated amortization
(134,995
)
 
(138,244
)
 
(154,744
)
 
(11,699
)
 
(32,192
)
 

 


 

 
(471,874
)
 
39,895

 
26,986

 
116,431

 
25,786

 
6,992

 

 

 

 
216,090

Mineral interests
629,303

 

 

 
45,837

 
12,868

 
49,085

 
10,000

 
37,272

 
784,365

Accumulated amortization
(381,686
)
 

 

 
(19,249
)
 
(11,695
)
 

 

 
(29,370
)
 
(442,000
)
 
247,617

 

 

 
26,588

 
1,173

 
49,085

 
10,000

 
7,902

 
342,365

Mining properties, net
$
287,512

 
$
26,986

 
$
116,431

 
$
52,374

 
$
8,165

 
$
49,085

 
$
10,000

 
$
7,902

 
$
558,455

In February 2017, the Company sold the Joaquin silver-gold exploration project for consideration of $27.4 million and a 2.0% NSR royalty on the Joaquin project, which is included in Other. The Company recognized a $21.1 million pre-tax gain on this sale, included in Other, net on the Consolidated Statements of Comprehensive Income.
In June 2017, the Company entered into a Share and Asset Purchase Agreement with Metalla Royalty & Streaming Ltd. to sell the Endeavor silver stream and our remaining portfolio of royalties for total consideration of $13.0 million. The transaction is expected to close in the third quarter of 2017, subject to customary closing conditions. Current and prior period amounts are included in Other.

NOTE 17 – DEBT
 
June 30, 2017
 
December 31, 2016
In thousands
Current
 
Non-Current
 
Current
 
Non-Current
2024 Senior Notes, net(1)
$

 
$
244,827

 
$

 
$

2021 Senior Notes, net(2)

 

 

 
175,991

Capital lease obligations
13,014

 
26,939

 
12,039

 
22,866

 
$
13,014

 
$
271,766

 
$
12,039

 
$
198,857

(1) Net of unamortized debt issuance costs $5.2 million at June 30, 2017.
(2) Net of unamortized debt issuance costs and premium received of $2.0 million at December 31, 2016.

5.875% Senior Notes due 2024
In May 2017, the Company completed an offering of $250.0 million in aggregate principal amount of 2024 Senior Notes 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. The 2024 Senior Notes are governed by an Indenture dated as of May 31, 2017 (the “Indenture”), among the Company, as issuer, certain of the Company's subsidiaries named therein, as guarantors thereto (the “Guarantors”), and the Bank of New York Mellon, as trustee. The 2024 Senior Notes bear interest at a rate of 5.875% per year from the date of issuance.  Interest on the 2024 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2017. The 2024 Senior Notes will mature on June 1, 2024 and are fully and unconditionally guaranteed by the Guarantors. At any time prior to June 1, 2020, the Company may redeem all or part of the 2024 Senior Notes

19

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem some or all of the 2024 Senior Notes on or after June 1, 2020, at redemption prices set forth in the Indenture, together with accrued and unpaid interest. At any time prior to June 1, 2020, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2024 Senior Notes, including any permitted additional 2024 Senior Notes, at a redemption price equal to 105.875% of the principal amount. The Indenture contains covenants that, among other things, limit the Company’s ability under certain circumstances to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, create liens, sell, transfer or otherwise dispose of assets, enter into transactions with affiliates, enter into agreements restricting the Company's subsidiaries' ability to pay dividends and impose conditions on the Company’s ability to engage in mergers, consolidations and sales of all or substantially all of its assets. The Indenture also contains certain “Events of Default” (as defined in the Indenture) customary for indentures of this type. If an Event of Default has occurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the 2024 Senior Notes then outstanding may, and the Trustee at the request of the holders of not less than 25% in aggregate principal amount of the 2024 Senior Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the 2024 Senior Notes to be due and payable.
In connection with the sale of the 2024 Senior Notes, the Company entered into a Registration Rights Agreement, dated as of May 31, 2017 (the “Registration Rights Agreement”), with the Guarantors and the initial purchaser of the 2024 Senior Notes.  Under the Registration Rights Agreement, the Company and the Guarantors have agreed, to (i) file a registration statement (the “Exchange Offer Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) with respect to a registered offer (the “Exchange Offer”) to exchange the 2024 Senior Notes for new notes of the Company having terms substantially identical in all material respects to the 2024 Senior Notes (the “Exchange Notes”), (ii) to use their commercially reasonable efforts to cause the Exchange Offer to be completed on or prior to November 27, 2017 and (iii) to commence the Exchange Offer and use their commercially reasonable efforts to issue on or prior to 35 business days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, the Exchange Notes in exchange for all 2024 Senior Notes tendered prior thereto in the Exchange Offer.
7.875% Senior Notes due 2021
Concurrent with the offering of the 2024 Senior Notes, the Company commenced a cash tender offer (the “Tender Offer”) to purchase the outstanding $178.0 million in aggregate principal amount of its 2021 Senior Notes. The Tender Offer was made on the terms and subject to the conditions set forth in the Offer to Purchase dated May 19, 2017. The Tender Offer expired at 5:00 p.m., New York City time, on May 25, 2017 (the “Expiration Time”). Holders of the 2021 Senior Notes who tendered (and did not validly withdraw) their notes at or prior to the Expiration Time were entitled to receive in cash $1,043.88 per $1,000 principal amount of 2021 Senior Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company in the Tender Offer, plus accrued and unpaid interest on such 2021 Senior Notes. $118.1 million aggregate principal amount of the 2021 Senior Notes were validly tendered and purchased by the Company on May 31, 2017. In accordance with the terms of the indenture governing the 2021 Senior Notes, the remaining $59.9 million aggregate principal amount of the Notes were redeemed on June 30, 2017 at the redemption price specified in the indenture governing the 2021 Senior Notes ($1,039.38 per $1,000 principal amount redeemed, plus accrued and unpaid interest). The Company recorded a loss of $9.3 million as a result of the extinguishment of the 2021 Senior Notes.
Lines of Credit
At June 30, 2017, the Company’s subsidiary that holds the San Bartolomé mine had an available line of credit for $12.0 million that matures in June 30, 2018, bearing interest at 6.0% per annum, which is secured by machinery and equipment. There was no outstanding balance at June 30, 2017.
Capital Lease Obligations
From time to time, the Company acquires mining equipment under capital lease agreements. In the six months ended June 30, 2017, the Company entered into new lease financing arrangements primarily for diesel generators at Kensington and mining equipment at Rochester. All capital lease obligations are recorded, upon lease inception, at the present value of future minimum lease payments.

20

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

Interest Expense
 
Three months ended June 30,
 
Six months ended June 30,
In thousands
2017
 
2016
 
2017
 
2016
2024 Senior Notes
$
1,265

 
$

 
$
1,265

 
$

2021 Senior Notes
2,717

 
7,457

 
6,221

 
14,913

Term Loan due 2020

 
2,258

 

 
4,521

Capital lease obligations
383

 
416

 
689

 
680

Accretion of Palmarejo gold production royalty obligation

 
397

 

 
1,162

Amortization of debt issuance costs
172

 
631

 
338

 
1,262

Accretion of debt premium
(28
)
 
(91
)
 
(71
)
 
(182
)
Other debt obligations
14


21


30


56

Capitalized interest
(774
)
 
(214
)
 
(1,137
)
 
(417
)
Total interest expense, net of capitalized interest
$
3,749

 
$
10,875

 
$
7,335

 
$
21,995


NOTE 18 - 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.

21

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED JUNE 30, 2017
In thousands
 
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
 
$

 
$
95,371

 
$
77,983

 
$

 
$
173,354

COSTS AND EXPENSES
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)
 

 
67,916

 
57,705

 

 
125,621

Amortization
 
298

 
15,835

 
16,813

 

 
32,946

General and administrative
 
6,960

 
(4
)
 
86

 

 
7,042

Exploration
 
395

 
3,217

 
4,201

 

 
7,813

Pre-development, reclamation, and other
 
598

 
1,890

 
1,878

 

 
4,366

Total costs and expenses
 
8,251

 
88,854

 
80,683

 

 
177,788

OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
 
 
 
Loss on debt extinguishments
 
(9,342
)
 

 

 

 
(9,342
)
Fair value adjustments, net
 

 
336

 

 

 
336

Other, net
 
2,000

 
2,477

 
1,071

 
(1,412
)
 
4,136

Interest expense, net of capitalized interest
 
(3,377
)
 
(264
)
 
(1,520
)
 
1,412

 
(3,749
)
Total other income (expense), net
 
(10,719
)
 
2,549

 
(449
)
 

 
(8,619
)
Loss before income and mining taxes
 
(18,970
)
 
9,066

 
(3,149
)
 

 
(13,053
)
Income and mining tax (expense) benefit
 
3,395

 
(938
)
 
(359
)
 

 
2,098

Total loss after income and mining taxes
 
(15,575
)
 
8,128

 
(3,508
)
 

 
(10,955
)
Equity income (loss) in consolidated subsidiaries
 
4,620

 
1,139

 
(238
)
 
(5,521
)
 

NET INCOME (LOSS)
 
$
(10,955
)
 
$
9,267

 
$
(3,746
)
 
$
(5,521
)
 
$
(10,955
)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on marketable securities, net of tax
 
(18
)
 
(469
)
 

 
469

 
(18
)
Reclassification adjustments for impairment of equity securities, net of tax
 
305

 
305

 

 
(305
)
 
305

Reclassification adjustments for realized gain (loss) on sale of equity securities, net of tax
 
(203
)
 
(203
)
 

 
203

 
(203
)
Other comprehensive income (loss)
 
84

 
(367
)
 

 
367

 
84

COMPREHENSIVE INCOME (LOSS)
 
$
(10,871
)
 
$
8,900

 
$
(3,746
)
 
$
(5,154
)
 
$
(10,871
)
(1) Excludes amortization.
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED JUNE 30, 2016
In thousands
 
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
 
$

 
$
106,207

 
$
75,800

 
$

 
$
182,007

COSTS AND EXPENSES
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)
 

 
58,674

 
41,791

 

 
100,465

Amortization
 
413

 
20,374

 
16,718

 

 
37,505

General and administrative
 
7,096

 
203

 
101

 

 
7,400

Exploration
 
479

 
1,249

 
505

 

 
2,233

Write-downs
 

 

 

 

 

Pre-development, reclamation, and other
 
934

 
1,446

 
1,984

 

 
4,364

Total costs and expenses
 
8,922

 
81,946

 
61,099

 

 
151,967

OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
 
 
 
Fair value adjustments, net
 
(53
)
 
(2,686
)
 
(840
)
 

 
(3,579
)
Other, net
 
1,341

 
(2,193
)
 
143

 
(1,148
)
 
(1,857
)
Interest expense, net of capitalized interest
 
(10,241
)
 
(243
)
 
(1,539
)
 
1,148

 
(10,875
)
Total other income (expense), net
 
(8,953
)
 
(5,122
)
 
(2,236
)
 

 
(16,311
)
Income (Loss) before income and mining taxes
 
(17,875
)
 
19,139

 
12,465

 

 
13,729

Income and mining tax (expense) benefit
 
(248
)
 
(1,595
)
 
2,611

 

 
768

Income (Loss) after income and mining taxes
 
(18,123
)
 
17,544

 
15,076

 

 
14,497

Equity income (loss) in consolidated subsidiaries
 
32,620

 
(674
)
 

 
(31,946
)
 

NET INCOME (LOSS)
 
$
14,497

 
$
16,870

 
$
15,076

 
$
(31,946
)
 
$
14,497

OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on equity securities, net of tax
 
2,103

 
2,103

 

 
(2,103
)
 
2,103

Reclassification adjustments for impairment of equity securities, net of tax
 
20

 
20

 

 
(20
)
 
20

Reclassification adjustments for realized loss on sale of equity securities, net of tax
 
(314
)
 
(314
)
 

 
314

 
(314
)
Other comprehensive income (loss)
 
1,809

 
1,809

 

 
(1,809
)
 
1,809

COMPREHENSIVE INCOME (LOSS)
 
$
16,306

 
$
18,679

 
$
15,076

 
$
(33,755
)
 
$
16,306

(1) Excludes amortization.


22

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2017
In thousands
 
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
Cash provided by (used in) operating activities
 
$
(5,005
)
 
$
14,844

 
$
24,961

 
$
(5,521
)
 
29,279

 
 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(989
)
 
(23,937
)
 
(12,556
)
 

 
(37,482
)
Proceeds from the sale of long-lived assets
 
1

 
443

 
(8
)
 

 
436

Purchase of investments
 
(8,948
)
 

 

 

 
(8,948
)
Sales and maturities of investments
 

 
898

 

 

 
898

Other
 

 

 
(61
)
 

 
(61
)
Investments in consolidated subsidiaries
 
(550
)
 
823

 
240

 
(513
)
 

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
 
(10,486
)

(21,773
)

(12,385
)
 
(513
)
 
(45,157
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
Issuance of notes and bank borrowings
 
244,958

 

 

 

 
244,958

Payments on debt, capital leases, and associated costs
 
(185,538
)
 
(2,021
)
 
(1,372
)
 

 
(188,931
)
Net intercompany financing activity
 
(6,680
)
 
10,886

 
(10,240
)
 
6,034

 

Other
 
(473
)
 

 

 

 
(473
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
 
52,267


8,865


(11,612
)

6,034


55,554

Effect of exchange rate changes on cash and cash equivalents
 

 

 
329

 

 
329

NET CHANGE IN CASH AND CASH EQUIVALENTS
 
36,776


1,936


1,293

 

 
40,005

Cash and cash equivalents at beginning of period
 
67,102

 
45,976

 
96,955

 

 
210,033

Cash and cash equivalents at end of period
 
$
103,878


$
47,912


$
98,248


$


$
250,038


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2016
In thousands
 
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
Cash provided by (used in) operating activities
 
$
25,384

 
$
31,117

 
$
21,384

 
$
(31,946
)
 
45,939

 
 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(88
)
 
(12,932
)
 
(10,268
)
 

 
(23,288
)
Proceeds from the sale of long-lived assets
 

 
41

 
7,252

 

 
7,293

Purchase of investments
 
(92
)
 

 

 

 
(92
)
Sales and maturities of investments
 

 
648

 

 

 
648

Other
 
(1,601
)
 
196

 
(41
)
 

 
(1,446
)
Investments in consolidated subsidiaries
 
(24,352
)
 
15,981

 

 
8,371

 

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
 
(26,133
)

3,934


(3,057
)

8,371


(16,885
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
Issuance of common stock
 
73,071

 

 

 

 
73,071

Payments on debt, capital leases, and associated costs
 
(250
)
 
(5,673
)
 
(789
)
 

 
(6,712
)
Gold production royalty payments
 

 

 
(10,461
)
 

 
(10,461
)
Net intercompany financing activity
 
(5,222
)
 
(5,720
)
 
(12,633
)
 
23,575

 

Other
 
(448
)
 

 

 

 
(448
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
 
67,151


(11,393
)

(23,883
)

23,575


55,450

Effect of exchange rate changes on cash and cash equivalents
 

 
1

 
(303
)
 

 
(302
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
 
66,402


23,659


(5,859
)



84,202

Cash and cash equivalents at beginning of period
 
61,401

 
29,889

 
82,099

 

 
173,389

Cash and cash equivalents at end of period
 
$
127,803


$
53,548


$
76,240


$


$
257,591





23

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
SIX MONTHS ENDED JUNE 30, 2017
In thousands
 
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
 
$

 
$
202,565

 
$
176,927

 
$

 
$
379,492

COSTS AND EXPENSES
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)
 

 
139,118

 
119,215

 

 
258,333

Amortization
 
622

 
33,939

 
38,489

 

 
73,050

General and administrative
 
17,066

 
20

 
89

 

 
17,175

Exploration
 
731

 
4,944

 
7,390

 

 
13,065

Pre-development, reclamation, and other
 
773

 
3,671

 
4,503

 

 
8,947

Total costs and expenses
 
19,192

 
181,692

 
169,686

 

 
370,570

OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
 
 
 
Loss on debt extinguishments
 
(9,342
)
 

 

 

 
(9,342
)
Fair value adjustments, net
 

 
(864
)
 

 

 
(864
)
Other, net
 
17,222

 
7,935

 
2,944

 
(2,826
)
 
25,275

Interest expense, net of capitalized interest
 
(6,656
)
 
(439
)
 
(3,066
)
 
2,826

 
(7,335
)
Total other income (expense), net
 
1,224

 
6,632

 
(122
)
 

 
7,734

Loss before income and mining taxes
 
(17,968
)
 
27,505

 
7,119

 

 
16,656

Income and mining tax (expense) benefit
 
4,983

 
(3,372
)
 
(10,559
)
 

 
(8,948
)
Total loss after income and mining taxes
 
(12,985
)
 
24,133

 
(3,440
)
 

 
7,708

Equity income (loss) in consolidated subsidiaries
 
20,693

 
1,209

 
(305
)
 
(21,597
)
 

NET INCOME (LOSS)
 
$
7,708

 
$
25,342

 
$
(3,745
)
 
$
(21,597
)
 
$
7,708

OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on marketable securities, net of tax
 
(2,200
)
 
(748
)
 

 
748

 
(2,200
)
Reclassification adjustments for impairment of equity securities, net of tax
 
426

 
426

 

 
(426
)
 
426

Reclassification adjustments for realized gain (loss) on sale of equity securities, net of tax
 
1,268

 
(572
)
 

 
572

 
1,268

Other comprehensive income (loss)
 
(506
)
 
(894
)
 

 
894

 
(506
)
COMPREHENSIVE INCOME (LOSS)
 
$
7,202

 
$
24,448

 
$
(3,745
)
 
$
(20,703
)
 
$
7,202

(1) Excludes amortization.
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
SIX MONTHS ENDED JUNE 30, 2016
In thousands
 
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
 
$

 
$
200,161

 
$
130,233

 
$

 
$
330,394

COSTS AND EXPENSES
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)
 

 
121,038

 
80,982

 

 
202,020

Amortization
 
836

 
38,233

 
26,401

 

 
65,470

General and administrative
 
15,176

 
221

 
279

 

 
15,676

Exploration
 
1,102

 
1,433

 
1,428

 

 
3,963

Write-downs
 

 

 
4,446

 

 
4,446

Pre-development, reclamation, and other
 
1,386

 
2,862

 
4,320

 

 
8,568

Total costs and expenses
 
18,500

 
163,787

 
117,856

 

 
300,143

OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
 
 
 
Fair value adjustments, net
 
(1,635
)
 
(4,935
)
 
(5,704
)
 

 
(12,274
)
Other, net
 
1,679

 
61

 
(110
)
 
(2,173
)
 
(543
)
Interest expense, net of capitalized interest
 
(20,496
)
 
(456
)
 
(3,216
)
 
2,173

 
(21,995
)
Total other income (expense), net
 
(20,452
)
 
(5,330
)
 
(9,030
)
 

 
(34,812
)
Income (Loss) before income and mining taxes
 
(38,952
)
 
31,044

 
3,347

 

 
(4,561
)
Income and mining tax (expense) benefit
 
(457
)
 
(1,902
)
 
1,021

 

 
(1,338
)
Income (Loss) after income and mining taxes
 
(39,409
)
 
29,142

 
4,368

 

 
(5,899
)
Equity income (loss) in consolidated subsidiaries
 
33,510

 
(5,153
)
 

 
(28,357
)
 

NET INCOME (LOSS)
 
$
(5,899
)
 
$
23,989

 
$
4,368

 
$
(28,357
)
 
$
(5,899
)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on equity securities, net of tax
 
3,146

 
3,079

 

 
(3,079
)
 
3,146

Reclassification adjustments for impairment of equity securities, net of tax
 
20

 
20

 

 
(20
)
 
20

Reclassification adjustments for realized loss on sale of equity securities, net of tax
 
273

 
(695
)
 

 
695

 
273

Other comprehensive income (loss)
 
3,439

 
2,404

 

 
(2,404
)
 
3,439

COMPREHENSIVE INCOME (LOSS)
 
$
(2,460
)
 
$
26,393

 
$
4,368

 
$
(30,761
)
 
$
(2,460
)
(1) Excludes amortization.


24

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2017
In thousands
 
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
Cash provided by (used in) operating activities
 
$
(9,820
)
 
$
32,027

52,577

$
83,940

 
$
(21,597
)
 
84,550

 
 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(1,308
)
 
(40,912
)
52,577

(19,241
)
 

 
(61,461
)
Proceeds from the sale of long-lived assets
 
8,917

 
6,594

52,577

(56
)
 

 
15,455

Purchase of investments
 
(9,964
)
 

52,577


 

 
(9,964
)
Sales and maturities of investments
 
9,157

 
1,761

52,577


 

 
10,918

Other
 
(1,486
)
 

52,577

(121
)
 

 
(1,607
)
Investments in consolidated subsidiaries
 
(13,004
)
 
753

52,577

307

 
11,944

 

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
 
(7,688
)
 
(31,804
)
 
(19,111
)
 
11,944

 
(46,659
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
Issuance of notes and bank borrowings
 
244,958

 

52,577


 

 
244,958

Payments on debt, capital leases, and associated costs
 
(185,538
)
 
(3,895
)
52,577

(2,724
)
 

 
(192,157
)
Net intercompany financing activity
 
7,638

 
1,561

52,577

(18,852
)
 
9,653

 

Other
 
(3,720
)
 

52,577


 

 
(3,720
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
 
63,338

 
(2,334
)
 
(21,576
)
 
9,653

 
49,081

Effect of exchange rate changes on cash and cash equivalents
 

 

 
884

 

 
884

NET CHANGE IN CASH AND CASH EQUIVALENTS
 
45,830

 
(2,111
)
 
44,137

 

 
87,856

Cash and cash equivalents at beginning of period
 
58,048

 
50,023

 
54,111

 

 
162,182

Cash and cash equivalents at end of period
 
$
103,878

 
$
47,912

 
$
98,248

 
$

 
$
250,038


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2016
In thousands
 
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
Cash provided by (used in) operating activities
 
$
(3,258
)
 
$
52,577

 
$
31,594

 
$
(28,357
)
 
52,556

 
 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(134
)
 
(25,722
)
 
(19,604
)
 

 
(45,460
)
Proceeds from the sale of long-lived assets
 

 
4,041

 
7,261

 

 
11,302

Purchase of investments
 
(99
)
 

 

 

 
(99
)
Sales and maturities of investments
 
500

 
1,145

 

 

 
1,645

Other
 
(3,139
)
 
302

 
(82
)
 

 
(2,919
)
Investments in consolidated subsidiaries
 
(20,932
)
 
24,160

 

 
(3,228
)
 

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
 
(23,804
)
 
3,926

 
(12,425
)
 
(3,228
)
 
(35,531
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
Issuance of common stock
 
73,071

 

 

 

 
73,071

Payments on debt, capital leases, and associated costs
 
(500
)
 
(6,503
)
 
(5,680
)
 

 
(12,683
)
Gold production royalty payments
 

 

 
(19,592
)
 

 
(19,592
)
Net intercompany financing activity
 
(13,101
)
 
(30,685
)
 
12,201

 
31,585

 

Other
 
(728
)
 

 

 

 
(728
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
 
58,742


(37,188
)

(13,071
)

31,585


40,068

Effect of exchange rate changes on cash and cash equivalents
 

 
5

 
(221
)
 

 
(216
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
 
31,680

 
19,320

 
5,877

 

 
56,877

Cash and cash equivalents at beginning of period
 
96,123

 
34,228

 
70,363

 

 
200,714

Cash and cash equivalents at end of period
 
$
127,803

 
$
53,548

 
$
76,240

 
$

 
$
257,591





25

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING BALANCE SHEET
JUNE 30, 2017
In thousands
 
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
103,878

 
$
47,912

 
$
98,248

 
$

 
$
250,038

Receivables
 
54

 
13,527

 
56,075

 

 
69,656

Ore on leach pads
 

 
75,699

 

 

 
75,699

Inventory
 

 
35,099

 
32,796

 

 
67,895

Prepaid expenses and other
 
6,696

 
2,366

 
9,501

 

 
18,563

 
 
110,628

 
174,603

 
196,620

 

 
481,851

NON-CURRENT ASSETS
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 
3,908

 
146,826

 
77,004

 

 
227,738

Mining properties, net
 
4,000

 
210,785

 
335,462

 

 
550,247

Ore on leach pads
 

 
69,954

 

 

 
69,954

Restricted assets
 
11,711

 
226

 
7,357

 

 
19,294

Equity securities
 
9,930

 
1,942

 

 

 
11,872

Receivables
 

 

 
15,140

 

 
15,140

Net investment in subsidiaries
 
274,908

 
12,858

 
(861
)
 
(286,905
)
 

Other
 
211,384

 
10,186

 
8,366

 
(211,384
)
 
18,552

TOTAL ASSETS
 
$
626,469

 
$
627,380

 
$
639,088

 
$
(498,289
)
 
$
1,394,648

 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
1,599

 
$
24,168

 
$
33,033

 
$

 
$
58,800

Other accrued liabilities
 
5,638

 
12,299

 
23,313

 

 
41,250

Debt
 

 
7,338

 
5,676

 

 
13,014

Reclamation
 

 
2,749

 
850

 

 
3,599

 
 
7,237

 
46,554

 
62,872

 

 
116,663

NON-CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
 
Debt
 
244,827

 
22,163

 
216,160

 
(211,384
)
 
271,766

Reclamation
 

 
77,743

 
21,798

 

 
99,541

Deferred tax liabilities
 
5,304

 
6,137

 
63,947

 

 
75,388

Other long-term liabilities
 
2,390

 
4,758

 
46,631

 

 
53,779

Intercompany payable (receivable)
 
(410,800
)
 
336,771

 
74,029

 

 

 
 
(158,279
)
 
447,572

 
422,565

 
(211,384
)
 
500,474

STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
Common stock
 
1,814

 
250

 
193,175

 
(193,425
)
 
1,814

Additional paid-in capital
 
3,316,407

 
182,611

 
1,809,559

 
(1,992,170
)
 
3,316,407

Accumulated deficit
 
(2,537,716
)
 
(46,225
)
 
(1,849,083
)
 
1,895,308

 
(2,537,716
)
Accumulated other comprehensive income (loss)
 
(2,994
)
 
(3,382
)
 

 
3,382

 
(2,994
)
 
 
777,511

 
133,254

 
153,651

 
(286,905
)
 
777,511

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
626,469

 
$
627,380

 
$
639,088

 
$
(498,289
)
 
$
1,394,648



26

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2016
In thousands
 
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
58,048

 
$
50,023

 
$
54,111

 
$

 
$
162,182

Receivables
 
12

 
6,865

 
53,554

 

 
60,431

Ore on leach pads
 

 
64,167

 

 

 
64,167

Inventory
 

 
49,393

 
56,633

 

 
106,026

Prepaid expenses and other
 
3,803

 
1,459

 
12,719

 

 
17,981

 
 
61,863

 
171,907

 
177,017

 

 
410,787

NON-CURRENT ASSETS
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 
3,222

 
139,885

 
73,689

 

 
216,796

Mining properties, net
 

 
195,791

 
362,664

 

 
558,455

Ore on leach pads
 

 
67,231

 

 

 
67,231

Restricted assets
 
10,170

 
226

 
7,201

 

 
17,597

Equity securities
 

 
4,488

 

 

 
4,488

Receivables
 

 

 
30,951

 

 
30,951

Net investment in subsidiaries
 
273,056

 
11,650

 

 
(284,706
)
 

Other
 
221,381

 
9,263

 
3,344

 
(221,384
)
 
12,604

TOTAL ASSETS
 
$
569,692

 
$
600,441

 
$
654,866

 
$
(506,090
)
 
$
1,318,909

 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
2,153

 
$
24,921

 
$
26,261

 
$

 
$
53,335

Other accrued liabilities
 
12,881

 
13,664

 
16,198

 

 
42,743

Debt
 

 
6,516

 
5,523

 

 
12,039

Royalty obligations
 

 
4,995

 

 

 
4,995

Reclamation
 

 
2,672

 
850

 

 
3,522

 
 
15,034

 
52,768

 
48,832

 

 
116,634

NON-CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
 
Debt
 
175,991

 
15,214

 
229,036

 
(221,384
)
 
198,857

Royalty obligations
 

 
4,292

 

 

 
4,292

Reclamation
 

 
75,183

 
20,621

 

 
95,804

Deferred tax liabilities
 
13,810

 
6,179

 
54,809

 

 
74,798

Other long-term liabilities
 
1,993

 
4,750

 
53,294

 

 
60,037

Intercompany payable (receivable)
 
(405,623
)
 
336,813

 
68,810

 

 

 
 
(213,829
)
 
442,431

 
426,570

 
(221,384
)
 
433,788

STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
Common stock
 
1,809

 
250

 
197,913

 
(198,163
)
 
1,809

Additional paid-in capital
 
3,314,590

 
181,009

 
1,864,261

 
(2,045,270
)
 
3,314,590

Accumulated deficit
 
(2,545,424
)
 
(73,529
)
 
(1,882,710
)
 
1,956,239

 
(2,545,424
)
Accumulated other comprehensive income (loss)
 
(2,488
)
 
(2,488
)
 

 
2,488

 
(2,488
)
 
 
768,487

 
105,242

 
179,464

 
(284,706
)
 
768,487

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
569,692

 
$
600,441

 
$
654,866

 
$
(506,090
)
 
$
1,318,909



27

Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements

NOTE 19 – COMMITMENTS AND CONTINGENCIES
Labor Union Contract
The Company maintains a labor agreement with Sindicato de Trabajadores Mineros de la Empresa Manquiri S.A. at the San Bartolomé mine in Bolivia. The San Bartolomé mine labor agreement, which became effective January 28, 2010, is currently active and does not have a fixed term. At June 30, 2017, approximately 10% of the Company’s global labor force was covered by this collective bargaining agreement. The Company cannot predict whether this agreement will be renewed on similar terms or at all, whether future labor disruptions will occur or, if disruptions do occur, how long they will last.
Palmarejo Gold Stream
Effective August 2016, Coeur Mexicana sells 50% of Palmarejo gold production (excluding production from the Paramount properties acquired in 2015) to a subsidiary of Franco-Nevada Corporation under a gold stream agreement for the lesser of $800 or spot price per ounce. In 2015, Coeur Mexicana received a $22.0 million deposit toward future deliveries under the gold stream agreement.
Bolivian Temporary Restriction on Mining above 4,400 Meters
In October 2009, the Bolivian state-owned mining organization, COMIBOL, announced by resolution that it was temporarily suspending mining activities above the elevation of 4,400 meters above sea level while stability studies of Cerro Rico mountain are undertaken. The Company holds rights to mine above this elevation under valid contracts with COMIBOL. The stability studies have been completed and officially submitted to the Bolivian mining technical authorities. Accordingly, the COMIBOL suspension has expired in accordance with the terms of the resolution. The Company is not currently mining above the 4,400 meter level.
If COMIBOL decides to affirmatively adopt a new resolution to restrict access above the 4,400 meter level, the Company may need to further write down the carrying value of the asset. While a portion of the Company’s proven and probable reserves relate to material above the 4,400 meter level at San Bartolomé, so long as operations remain suspended, there is a risk that silver may not be produced from this material at expected levels or at all, particularly given the remaining anticipated mine life of this asset. It is also uncertain if any new mining or investment policies or shifts in political attitude may affect mining in Bolivia.


28


Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Coeur Mining, Inc. and its subsidiaries (collectively the “Company”, “our”, or “we”). We use certain non-GAAP financial performance measures in our MD&A. For a detailed description of these measures, please see “Non-GAAP Financial Performance Measures” at the end of this item.
We provide certain operational and financial data on a silver equivalent basis, converting gold to silver at a historical 60:1 ratio of silver ounces to gold ounces, unless otherwise noted. We also provide realized silver equivalent data determined by average spot silver and gold prices during the relevant period.
Overview
We are a gold and silver producer with mines located in the United States, Mexico, and Bolivia and exploration projects in the United States and Mexico. The Palmarejo complex, and Rochester, Kensington, Wharf, and San Bartolomé mines constitute our principal sources of revenue.
The Company's strategy is to discover, acquire, develop and operate low-cost silver and gold mines that produce long-term cash flow, provide opportunities for growth through continued exploration, and generate superior and sustainable returns for stockholders. Management focuses on maximizing net cash flow through identifying and implementing revenue enhancement opportunities, reducing operating and non-operating costs, exercising consistent capital discipline, and efficient working capital management.
Second Quarter Highlights
Production of 8.9 million silver equivalent ounces, consisting of 4.0 million silver ounces and 82,819 gold ounces
Sales of 9.3 million silver equivalent ounces, consisting of 4.1 million silver ounces and 86,194 gold ounces
Net loss of $11.0 million ($0.06 per share) and adjusted net loss of $2.5 million ($0.01 per share) (see “Non-GAAP Financial Performance Measures”)
Costs applicable to sales were $13.15 per silver equivalent ounce ($12.23 per average spot silver equivalent ounce) and $866 per gold equivalent ounce (see “Non-GAAP Financial Performance Measures”)
All-in sustaining costs were $17.83 per silver equivalent ounce ($15.90 per average spot silver equivalent ounce) (see “Non-GAAP Financial Performance Measures”)
Operating cash flow of $29.3 million and adjusted EBITDA of $33.4 million (see “Non-GAAP Financial Performance Measures”)
Issued $250.0 million of 5.875% Senior Notes due 2024 (the “2024 Senior Notes”)
Repurchased $178.0 million of our 7.875% Senior Notes due 2021 (the “2021 Senior Notes”)
Cash and cash equivalents of $250.0 million at June 30, 2017
Announced the sale of the Endeavor Silver Stream and our remaining portfolio of royalties for total consideration of $13.0 million. The transaction is expected to close in the third quarter of 2017, subject to customary closing conditions


29


Selected Financial and Operating Results
 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Metal sales
$
173,354

 
$
180,197

 
$
379,492

 
$
326,833

Net income (loss)
$
(10,955
)
 
$
14,497

 
$
7,708

 
$
(5,899
)
Net income (loss) per share, diluted
$
(0.06
)
 
$
0.09

 
$
0.04

 
$
(0.04
)
Adjusted net income (loss)(1)
$
(2,517
)
 
$
16,948

 
$
4,469

 
$
6,490

Adjusted net income (loss) per share, diluted(1)
$
(0.01
)
 
$
0.11

 
$
0.02

 
$
0.04

EBITDA(1)
$
23,642

 
$
62,109

 
$
97,041

 
$
82,904

Adjusted EBITDA(1)
$
33,354

 
$
72,041

 
$
89,899

 
$
108,413

Silver ounces produced
3,974,982

 
4,029,976

 
7,907,358

 
7,402,450

Gold ounces produced
82,819

 
92,727

 
171,037

 
170,799

Silver equivalent ounces produced
8,944,122


9,593,596


18,169,578


17,650,390

Silver ounces sold
4,086,828

 
3,973,475

 
8,560,540

 
7,502,977

Gold ounces sold
86,194

 
88,543

 
197,068

 
167,634

Silver equivalent ounces sold
9,258,455

 
9,286,033

 
20,384,641

 
17,561,045

Average realized price per silver ounce
$
16.98

 
$
17.38

 
$
17.31

 
$
16.34

Average realized price per gold ounce
$
1,206

 
$
1,255

 
$
1,174

 
$
1,218

Costs applicable to sales per silver equivalent ounce(1)
$
13.15

 
$
10.82

 
$
12.18

 
$
11.53

Costs applicable to sales per average spot silver equivalent ounce(1)
$
12.23

 
$
10.00

 
$
11.33

 
$
10.58

Costs applicable to sales per gold equivalent ounce(1)
$
866

 
$
649

 
$
825

 
$
688

All-in sustaining costs per silver equivalent ounce(1)
$
17.83

 
$
14.92

 
$
16.29

 
$
15.56

All-in sustaining costs per average spot silver equivalent ounce(1)
$
15.90

 
$
13.04

 
$
14.67

 
$
13.37

(1)
See Non-GAAP Financial Performance Measures.

Consolidated Financial Results
Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016
Net Income (Loss)
Net loss was $11.0 million ($0.06 per share) compared to Net income of $14.5 million ($0.09 per share).  The Net loss is primarily due to a $9.3 million loss on debt extinguishment, lower average realized silver and gold prices and higher all-in sustaining costs per silver equivalent ounce, partially offset by lower interest expense and a $2.3 million gain on the repurchase the Rochester royalty obligation.
Revenue
Metal sales decreased due to lower gold production and a decrease in average realized silver and gold prices of 2% and 4%, respectively. The Company sold 4.1 million silver ounces and 86,194 gold ounces, compared to sales of 4.0 million silver ounces and 88,543 gold ounces. Gold contributed 60% of sales and silver contributed 40%, compared to 62% of sales from gold and 38% from silver. Metal sales from North American operations provided 85.7% of consolidated revenue, compared to 85.0%.
Costs Applicable to Sales
Costs applicable to sales increased due to lower production and higher mining and processing costs. For a complete discussion of costs applicable to sales, see Results of Operations below.
Amortization
Amortization decreased $4.6 million, or 12%, primarily due to lower production and increased life of mine reserves at Wharf.


30


Expenses
General and administrative expenses decreased 5% due to lower legal and professional service costs.
Exploration expense increased $5.6 million, due to the Company’s expansion of drilling activities at Palmarejo, Kensington and Rochester as well as regional exploration with a focus on projects in Nevada and Chihuahua, Mexico.
Pre-development, reclamation, and other expenses remained comparable at $4.4 million.
Other Income and Expenses
During the second quarter of 2017, the Company incurred a $9.3 million loss in connection with the repurchase of the 2021 7.875% Senior Notes concurrent with the completed offering of the 2024 5.875% Senior Notes.
Non-cash fair value adjustments, net, were a gain of $0.3 million compared to a loss of $3.6 million, primarily due to the termination of the Palmarejo gold production royalty (in the third quarter of 2016) and the lesser impact of changes in future metal prices on the Rochester royalty obligation which was repurchased and terminated in May 2017.
Interest expense (net of capitalized interest of $0.8 million) decreased to $3.7 million from $10.9 million, primarily due to lower debt levels and a lower interest rate on the 2024 Senior Notes.
Other, net increased by $6.0 million, primarily due to a $2.3 million gain on the repurchase of the Rochester royalty obligation and foreign exchange gains.
Income and Mining Taxes
During the second quarter of 2017, the Company reported estimated income and mining tax benefit of approximately $2.1 million resulting in an effective tax rate of 16.1%. This compares to estimated income and mining tax benefit of $0.8 million for an effective tax rate of (5.6%) during the second quarter of 2016.
The following table summarizes the components of the Company’s income (loss) before tax and income and mining tax (expense) benefit:
 
Three months ended June 30,
 
2017
 
2016
In thousands
Income (loss) before tax
Tax (expense) benefit
 
Income (loss) before tax
Tax (expense) benefit
United States
$
(6,493
)
$
1,588

 
$
119

$
(1,810
)
Argentina
(129
)
945

 
4,453

(1,793
)
Mexico
(2,195
)
(4,766
)
 
3,353

4,316

Bolivia
(2,001
)
245

 
4,016

848

Other jurisdictions
(2,235
)
4,086

 
1,788

(793
)
 
$
(13,053
)
$
2,098

 
$
13,729

$
768

The Company’s effective tax rate is impacted by recurring and nonrecurring items. These items include foreign exchange rates on deferred tax balances, 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. During the second quarter of 2017, changes in currency rates increased income and mining tax expense by $3.0 million, predominately due to the strength of the Mexican Peso. Favorable operating results at Palmarejo continued to contribute to higher income and mining tax expense. The Company’s consolidated 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 our consolidated effective tax rate.
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related 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 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 risk factors that could impact the Company’s ability to realize its deferred tax assets.

31


Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016
Net Income (Loss)
Net income was $7.7 million ($0.04 per share) compared to Net loss of $5.9 million ($0.04 per share).  The increase in Net income is primarily due to a $21.1 million gain on the sale of the Joaquin project, less unfavorable fair value adjustments, higher silver and gold production, higher average realized silver prices and lower interest expense, partially offset by lower average realized gold prices, higher all-in sustaining costs per silver equivalent ounce and a $9.3 million loss incurred in connection with the repurchase of the 2021 Senior Notes.
Revenue
Metal sales increased due to higher silver and gold production, a reduction in metal inventory and a 6% increase in average realized silver prices, partially offset by a 4% decrease in average realized gold prices. The Company sold 8.6 million silver ounces and 197,068 gold ounces, compared to sales of 7.5 million silver ounces and 167,634 gold ounces. Gold contributed 61% of sales and silver contributed 39%, compared to 62% of sales from gold and 38% from silver. Royalty revenue was lower due to the Company’s divestiture of non-core royalty assets throughout 2016 and the first half of 2017. Metal sales from North American operations provided 87.9% of revenue, compared to 84.4%.
Costs Applicable to Sales
Costs applicable to sales increased due to higher silver equivalent ounces sold and higher mining and processing costs. For a complete discussion of costs applicable to sales, see Results of Operations below.
Amortization
Amortization increased $7.6 million, or 12%, primarily due to higher silver and gold ounces sold, partially offset by higher life of mine reserves at Wharf.
Expenses
General and administrative expenses increased 10% due to higher compensation, severance and professional service costs.
Exploration expense increased $9.1 million, due to the Company’s expansion of drilling activities at Palmarejo, Kensington and Rochester as well as regional exploration with a focus on projects in Nevada and Chihuahua, Mexico.
Pre-development, reclamation, and other expenses increased 4% to $8.9 million as a result of additional work at La Preciosa.
Other Income and Expenses
During the first half of 2017, the Company incurred a $9.3 million loss in connection with the repurchase of the 2021 7.875% Senior Notes concurrent with the completed offering of the 2024 5.875% Senior Notes.
Non-cash fair value adjustments, net, were a loss of $0.9 million compared to a loss of $12.3 million, primarily due to the termination of the Palmarejo gold production royalty (in the third quarter of 2016) and the lesser impact of changes in future metal prices on the Rochester royalty obligation which was repurchased and terminated in May 2017.
Interest expense (net of capitalized interest of $1.1 million) decreased to $7.3 million from $22.0 million, primarily due to lower debt levels and a lower interest rate on the 2024 Senior Notes compared to the 2021 Senior Notes.
Other, net increased by $25.8 million, primarily due to a $21.1 million gain on the sale of the Joaquin project in Argentina and a $2.3 million gain on the repurchase of the Rochester royalty obligation.
Income and Mining Taxes
During the first half of 2017, the Company reported estimated income and mining tax expense of approximately $8.9 million resulting in an effective tax rate of 53.7%. This compares to estimated income and mining tax expense of $1.3 million for an effective tax rate of (29.3%) during the first half of 2016.

32


The following table summarizes the components of the Company’s income (loss) before tax and income and mining tax (expense) benefit:
 
Six months ended June 30,
 
2017
 
2016
In thousands
Income (loss) before tax
Tax (expense) benefit
 
Income (loss) before tax
Tax (expense) benefit
United States
$
14,221

$
(377
)
 
$
(9,242
)
$
(2,342
)
Argentina
(457
)
2,070

 
3,438

(250
)
Mexico
6,455

(14,689
)
 
(4,155
)
4,333

Bolivia
(1,530
)
214

 
6,062

(722
)
Other jurisdictions
(2,033
)
3,834

 
(664
)
(2,357
)
 
$
16,656

$
(8,948
)
 
$
(4,561
)
$
(1,338
)
The Company’s effective tax rate is impacted by recurring and nonrecurring items. These items include foreign exchange rates on deferred tax balances, 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. During the first half of the year, changes in currency rates increased income and mining tax expense by $8.6 million, predominately due to the strength of the Mexican Peso. During the first half of the year, favorable operating results at Palmarejo contributed to higher income and mining tax expense. The Company’s consolidated 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 our consolidated effective tax rate.
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related 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 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 risk factors that could impact the Company’s ability to realize its deferred tax assets.

33


2017 Outlook
The Company revised its full-year 2017 production guidance to reflect higher expected gold production at Wharf due to higher mining and crushing rates, lower expected silver production at the San Bartolomé mine due to persistent drought conditions, and the pending sale of the Endeavor silver stream, under which production and any associated sales began accruing to the buyer as of June 1, 2017. Cost guidance has been updated to reflect revised production levels.
2017 Production Outlook
(silver and silver equivalent ounces in thousands)
Silver
Gold
Silver Equivalent1
Palmarejo
6,500 - 7,000
110,000 - 120,000
13,100 - 14,200
Rochester
4,200 - 4,700
47,000 - 52,000
7,020 - 7,820
San Bartolomé
5,000 - 5,400
5,000 - 5,400
Endeavor
105
105
Kensington
120,000 - 125,000
7,200 - 7,500
Wharf
90,000 - 95,000
5,400 - 5,700
Total
15,805 - 17,205
367,000 - 392,000
37,825 - 40,725
2017 Cost Outlook
(dollars in millions, except per ounce amounts)
Previous Guidance
Revised Guidance
CAS per AgEqOz1  Palmarejo
$10.00 - $10.50
$10.00 - $10.50
CAS per AgEqOz1  Rochester
$11.50 - $12.00
$11.50 - $12.00
CAS per AgOz1  San Bartolomé
$14.00 - $14.50
$15.75 - $16.25
CAS per AuOz1  Kensington
$800 - $850
$800 - $850
CAS per AuEqOz1  Wharf
$775 - $825
$700 - $750
Capital Expenditures
$109 - $129
$109 - $129
General and Administrative Expenses
$28 - $32
$28 - $32
Exploration Expense
$29 - $31
$29 - $31
AISC per AgEqOz1
$15.75 - $16.25
$15.75 - $16.25
(1)
See Non-GAAP Financial Performance Measures.

Results of Operations
The Company produced 4.0 million ounces of silver and 82,819 ounces of gold in the three months ended June 30, 2017, compared to 4.0 million ounces of silver and 92,727 ounces of gold in the three months ended June 30, 2016. Gold production decreased 11% due to lower tons placed at Rochester and lower gold grade at Wharf, Kensington and Palmarejo, partially offset by higher mill throughput and recovery at Palmarejo.
The Company produced 7.9 million ounces of silver and 171,037 ounces of gold in the six months ended June 30, 2017, compared to 7.4 million ounces of silver and 170,799 ounces of gold in the six months ended June 30, 2016. Silver production increased 7% due to higher mill throughput and grade at Palmarejo and timing of leach pad recoveries at Rochester, partially offset by lower mill throughput and silver grade at San Bartolomé.
Costs applicable to sales were $13.15 per silver equivalent ounce ($12.23 per average spot silver equivalent ounce) and $866 per gold equivalent ounce in the three months ended June 30, 2017 compared to $10.82 per silver equivalent ounce ($10.00 per average spot silver equivalent ounce) and $649 per gold equivalent ounce in the three months ended June 30, 2016. Costs applicable to sales per silver equivalent ounce increased 22% in the three months ended June 30, 2017 due to higher unit costs at Palmarejo, Rochester and San Bartolomé. Costs applicable to sales per gold equivalent ounce increased 33% in the three months ended June 30, 2017 due to higher unit costs at Kensington and Wharf.

34


Costs applicable to sales were $12.18 per silver equivalent ounce ($11.33 per average spot silver equivalent ounce) and $825 per gold equivalent ounce in the six months ended June 30, 2017 compared to $11.53 per silver equivalent ounce ($10.58 per average spot silver equivalent ounce) and $688 per gold equivalent ounce in the six months ended June 30, 2016. Costs applicable to sales per silver equivalent ounce increased 6% in the six months ended June 30, 2017 due to higher unit costs at Palmarejo, Rochester and San Bartolomé. Costs applicable to sales per gold equivalent ounce increased 20% in the six months ended June 30, 2017 due to higher unit costs at Kensington and Wharf.
All-in sustaining costs were $17.83 per silver equivalent ounce ($15.90 per average spot silver equivalent ounce) in the three months ended June 30, 2017, compared to $14.92 per silver equivalent ounce ($13.04 per average spot silver equivalent ounce) in the three months ended June 30, 2016. The 20% increase in all-in sustaining costs per silver equivalent ounce in 2017 was primarily due to higher costs applicable to sales and higher exploration expense, partially offset by lower general and administrative expense and lower sustaining capital.
All-in sustaining costs were $16.29 per silver equivalent ounce ($14.67 per average spot silver equivalent ounce) in the six months ended June 30, 2017, compared to $15.56 per silver equivalent ounce ($13.37 per average spot silver equivalent ounce) in the six months ended June 30, 2016. The 5% increase in all-in sustaining costs per silver equivalent ounce in 2017 was primarily due to higher costs applicable to sales and higher general and administrative and exploration expense, partially offset by lower sustaining capital.
Palmarejo
 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Tons milled
335,428

 
270,142

 
695,811

 
516,675

Silver ounces produced
1,456,821

 
1,307,097

 
2,987,362

 
2,240,466

Gold ounces produced
24,292

 
18,731

 
55,084

 
33,399

Silver equivalent ounces produced
2,914,341

 
2,430,957

 
6,292,402

 
4,244,406

Costs applicable to sales per silver equivalent oz(1)
$
11.31

 
$
9.14

 
$
10.36

 
$
10.44

Costs applicable to sales per average spot silver equivalent oz(1)
$
10.20

 
$
8.20

 
$
9.40

 
$
9.23

(1)
See Non-GAAP Financial Performance Measures.
Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016
Silver equivalent production increased 20% due to higher mining rates from Independencia, partially offset by lower silver grade. Metal sales were $53.2 million, or 31% of Coeur’s metal sales, compared with $48.3 million, or 27% of Coeur’s metal sales. Costs applicable to sales per ounce increased 24% as a result of higher waste tons mined, backfill costs, equipment maintenance and consumable costs. Amortization remained comparable at $14.4 million. Capital expenditures were $11.2 million as the Company continues underground development at Guadalupe and Independencia.
Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016
Silver equivalent production increased 48% due to higher mining rates from Guadalupe and Independencia and higher silver and gold grades, partially offset by lower silver recovery. Metal sales were $130.9 million, or 35% of Coeur’s metal sales, compared with $78.1 million, or 24% of Coeur’s metal sales. Costs applicable to sales per ounce remained comparable. Amortization increased to $34.6 million compared to $22.1 million, primarily due to higher production from Guadalupe and Independencia. Capital expenditures remained comparable at $17.4 million.

35


Rochester
 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Tons placed
4,493,100

 
6,402,013

 
8,006,808

 
10,776,472

Silver ounces produced
1,156,341

 
1,197,013

 
2,283,663

 
2,125,915

Gold ounces produced
10,745

 
13,940

 
21,101

 
24,401

Silver equivalent ounces produced
1,801,041

 
2,033,413

 
3,549,723

 
3,589,975

Costs applicable to sales per silver equivalent oz(1)
$
13.62

 
$
11.36

 
$
13.05

 
$
11.98

Costs applicable to sales per average spot silver equivalent oz(1)
$
12.63

 
$
10.30

 
$
12.17

 
$
10.75

(1)
See Non-GAAP Financial Performance Measures.
Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016
Silver equivalent production decreased 11% due to lower tons placed, partially offset by the timing of recoveries. Metal sales were $32.8 million, or 19% of Coeur’s metal sales, compared with $35.8 million, or 20% of Coeur’s metal sales. Costs applicable to sales per silver equivalent ounce increased 20% due to higher waste tons mined and higher blasting and processing costs. Amortization decreased to $4.9 million compared to $5.4 million due to lower production. Capital expenditures increased to $13.8 million compared to $3.9 million due to the stage IV leach pad expansion.
Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016
Silver equivalent production was consistent. Metal sales were $71.8 million, or 19% of Coeur’s metal sales, compared with $65.7 million, or 20% of Coeur’s metal sales. Costs applicable to sales per silver equivalent ounce increased 9% due to higher waste tons mined and higher blasting, processing, and maintenance costs. Amortization remained comparable at $10.8 million. Capital expenditures increased to $24.4 million compared to $7.2 million due to the stage IV leach pad expansion.
Kensington
 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Tons milled
163,163

 
157,117

 
329,058

 
316,477

Gold ounces produced
26,424

 
32,210

 
52,621

 
64,183

Costs applicable to sales/oz(1)
$
964

 
$
749

 
$
922

 
$
761

(1)
See Non-GAAP Financial Performance Measures.
Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016
Gold production decreased 18% due to lower grades mined as a result of mine sequencing, partially offset by higher mill throughput. Metal sales were $35.6 million, or 21% of Coeur’s metal sales, compared to $36.5 million, or 20% of Coeur’s metal sales. Costs applicable to sales per ounce were 29% higher, primarily due to lower production and higher contract services. Amortization was $8.3 million compared to $9.8 million due to lower production, partially offset by higher amortizable mining properties and equipment. Capital expenditures increased to $8.6 million compared to $7.5 million, due to more underground mine development.
Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016
Gold production decreased 18% due to lower grades mined as a result of mine sequencing, partially offset by higher mill throughput. Metal sales were $73.5 million, or 19% of Coeur’s metal sales, compared to $72.2 million, or 22% of Coeur’s metal sales. Costs applicable to sales per ounce were 21% higher, primarily due to lower production and higher contract services and other mining costs. Amortization was $17.5 million compared to $18.2 million due to lower production, mostly offset by higher amortizable mining properties and equipment. Capital expenditures decreased to $14.2 million compared to $15.6 million, due to less underground mine development.


36


Wharf
 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Tons placed
993,167

 
915,631

 
2,285,348

 
1,890,294

Gold ounces produced
21,358

 
27,846

 
42,231

 
48,816

Silver ounces produced
12,587

 
35,201

 
32,652

 
48,180

Gold equivalent ounces produced(1)
21,568


28,433


42,775


49,619

Costs applicable to sales per gold equivalent oz(1)
$
734

 
$
535

 
$
696

 
$
597

(1)
See Non-GAAP Financial Performance Measures.
Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016
Gold equivalent production decreased 24% due to fewer high-grade tons placed from the Golden Reward deposit. Metal sales were $27.0 million, or 16% of Coeur’s metal sales, compared to $34.0 million, or 19% of Coeur’s metal sales. Costs applicable to sales per gold equivalent ounce increased 37% due to lower production, timing of pad unload, and higher blasting and crushing costs. Amortization was $2.5 million compared to $5.1 million due to lower production and higher life of mine reserves. Capital expenditures remained comparable at $1.5 million.
Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016
Gold equivalent production decreased 14% due to lower grade, partially offset by higher tons placed. Metal sales were $57.3 million, or 15% of Coeur’s metal sales, compared to $61.9 million, or 19% of Coeur’s metal sales. Costs applicable to sales per gold equivalent ounce increased 17% due to lower production and higher blasting and crushing costs. Amortization was $5.7 million compared to $9.2 million due to lower production and higher life of mine reserves. Capital expenditures remained comparable at $2.4 million.
San Bartolomé
 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Tons milled
417,784

 
440,441

 
802,051

 
848,247

Silver ounces produced
1,284,561

 
1,457,944

 
2,499,068

 
2,839,857

Costs applicable to sales/oz(1)
$
16.73

 
$
13.14

 
$
16.34

 
$
12.89

(1)
See Non-GAAP Financial Performance Measures.
Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016
Silver production decreased 12% due to lower high-grade ore purchases and mill throughput due to continued drought conditions, partially offset by higher recoveries. Silver sales were $23.8 million, or 14% of Coeur’s metal sales, compared with $25.2 million, or 14% of Coeur’s metal sales. Costs applicable to sales per ounce increased due to lower production and higher processing costs. Amortization remained comparable at $2.2 million due to lower life of mine reserves. Capital expenditures were $0.4 million compared to $1.3 million.
Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016
Silver production decreased 12% due to lower high-grade ore purchases and mill throughput due to drought conditions, partially offset by higher recoveries. Silver sales were $44.4 million, or 12% of Coeur’s metal sales, compared with $46.5 million, or 14% of Coeur’s metal sales. Costs applicable to sales per ounce increased due to lower production and higher processing costs. Amortization remained comparable at $3.6 million due to lower life of mine reserves. Capital expenditures were $0.8 million compared to $1.8 million.
Endeavor Silver Stream
 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Tons milled
88,565

 
37,521

 
133,905

 
124,384

Silver ounces produced
64,672

 
32,721

 
104,613

 
148,032

Costs applicable to sales/oz(1)
$
7.06

 
$
7.94

 
7.12

 
5.93

(1)
See Non-GAAP Financial Performance Measures.

37


In June 2017, the Company entered into a Share and Asset Purchase Agreement with Metalla Streaming & Royalty Ltd. to sell the Endeavor silver stream. The transaction is expected to close in the third quarter of 2017, subject to customary closing conditions. Reported production and financial results include operations through May 2017, as the buyer is entitled to production and any associated sales subject to the stream agreement after June 1, 2017 under the terms of the sale agreement.
Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016
Silver production at Endeavor increased due to higher mining and mill throughput rates. Costs applicable to sales per ounce decreased due to the impact of lower silver prices on the Company’s silver price sharing agreement with the Endeavor mine operator. Amortization was $0.2 million compared to $0.1 million due to higher production.
Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016
Silver production at Endeavor decreased due to lower grades. Costs applicable to sales per ounce increased due to the impact of higher silver prices on the Company’s silver price sharing agreement with the Endeavor mine operator. Amortization was $0.3 million compared to $0.9 million due to lower production and lower amortizable mining properties.

Liquidity and Capital Resources
Cash Provided by Operating Activities
Net cash provided by operating activities for the three and six months ended June 30, 2017 was $29.3 million and $84.6 million, respectively, compared to net cash provided by operating activities of $45.9 million and $52.6 million, respectively, for the three and six months ended June 30, 2016 and was impacted by the following key factors:
 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Consolidated silver equivalent ounces sold
9,258,455

 
9,286,033

 
20,384,641

 
17,561,045

Average realized price per consolidated silver equivalent ounce
$
18.72

 
$
19.41

 
$
18.62

 
$
18.61

Costs applicable to sales per consolidated silver equivalent ounce (1)
(13.57
)
 
(10.82
)
 
(12.67
)
 
(11.50
)
Operating margin per consolidated silver equivalent ounce
$
5.15

 
$
8.59

 
$
5.95

 
$
7.11

(1)
See Non-GAAP Financial Performance Measures.
 
Three months ended June 30,
 
Six months ended June 30,
In thousands
2017
 
2016
 
2017
 
2016
Cash flow before changes in operating assets and liabilities
$
27,357

 
$
47,496

 
$
71,184

 
$
70,749

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Receivables
(1,916
)
 
(12,402
)
 
11,190

 
(8,921
)
Prepaid expenses and other
3,612

 
(898
)
 
(687
)
 
381

Inventories
(997
)
 
(7,686
)
 
13,295

 
(15,508
)
Accounts payable and accrued liabilities
1,223

 
19,429

 
(10,432
)
 
5,855

CASH PROVIDED BY OPERATING ACTIVITIES
$
29,279

 
$
45,939

 
$
84,550

 
$
52,556

Cash provided by operating activities decreased $16.7 million for the three months ended June 30, 2017 compared to the three months ended June 30, 2016 due to lower silver equivalent ounces sold, lower average realized prices and higher costs applicable to sales per consolidated silver equivalent ounce, partially offset by favorable working capital adjustments. Metal sales for the three months ended June 30, 2017 decreased $6.8 million, with $0.9 million due to lower silver equivalent ounces sold and $5.9 million due to lower average realized prices. The $1.9 million working capital decrease in the three months ended June 30, 2017 was primarily due to an increase in accounts payable partially offset by an increase in receivables, compared to the $1.6 million working capital increase in the three months ended June 30, 2016 due to an increase in trade receivables and inventories, partially offset by an increase in accounts payable.
Cash provided by operating activities increased $32.0 million for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 due to higher silver equivalent ounces sold and favorable working capital adjustments, partially offset by higher costs applicable to sales per consolidated silver equivalent ounce. Metal sales for six months ended June 30, 2017

38


increased $52.7 million, with $52.9 million due to higher silver equivalent ounces sold, partially offset by $0.2 million due to lower average realized prices. The $13.4 million working capital decrease in the six months ended June 30, 2017 was primarily due to the reduction in precious metal inventory and receivables, compared to the $18.2 million working capital increase in the six months ended June 30, 2016, primarily due to an increase in inventories and receivables, partially offset by an increase in accounts payable.
Cash Used in Investing Activities
Net cash used in investing activities in the three months ended June 30, 2017 was $45.2 million compared to $16.9 million in the three months ended June 30, 2016, primarily due to higher capital expenditures, the purchase of strategic equity investments, and the sales of non-core assets in 2016. The Company had capital expenditures of $37.5 million in the three months ended June 30, 2017 compared with $23.3 million in the three months ended June 30, 2016. Capital expenditures in the three months ended June 30, 2017 were primarily related to underground development at Palmarejo and Kensington, and the Stage IV leach pad expansion at Rochester. Capital expenditures in the three months ended June 30, 2016 were primarily related to underground development at Palmarejo and Kensington.
Net cash used in investing activities in the six months ended June 30, 2017 was $46.7 million compared to $35.5 million in the six months ended June 30, 2016, primarily due to higher capital expenditures and the purchase of strategic equity investments, partially offset by the proceeds from the sale of the Joaquin project. The Company had capital expenditures of $61.5 million in the six months ended June 30, 2017 compared with $45.5 million in the six months ended June 30, 2016. Capital expenditures in the six months ended June 30, 2017 were primarily related to underground development at Palmarejo and Kensington, and the Stage IV leach pad expansion at Rochester. Capital expenditures in the six months ended June 30, 2016 were primarily related to underground development at Palmarejo and Kensington.
Cash Provided by Financing Activities
Net cash provided by financing activities in the three months ended June 30, 2017 remained comparable with the three months ended June 30, 2016 at $55.6 million. During the three months ended June 30, 2017, the Company received net proceeds of approximately $245.0 million from the issuance of the 2024 Senior Notes, partially offset by the repurchase of the 2021 Senior Notes for $185.5 million, including premiums. In addition, the Company made payments of $10.5 million under the Palmarejo gold production royalty obligation that terminated in July 2016. Coeur Mexicana now sells 50% of Palmarejo gold production (excluding production from Independencia Este, acquired in the 2015 Paramount transaction) for the lesser of $800 or spot price per ounce under a gold stream agreement.
Net cash provided by financing activities in the six months ended June 30, 2017 was $49.1 million compared to $40.1 million in the six months ended June 30, 2016. During the six months ended June 30, 2017, the Company received net proceeds of approximately $245.0 million from the issuance of the 2024 Senior Notes, partially offset by the repurchase of the 2021 Senior Notes for $185.5 million, including premiums. Payments of $19.6 million were made in 2016 under the Palmarejo gold production royalty that terminated in July 2016. Coeur Mexicana now sells 50% of Palmarejo gold production (excluding production from Independencia Este, acquired in 2015 Paramount transaction) for the lesser of $800 or spot price per ounce under a gold stream agreement.
In May 2017, the Company completed an offering of $250.0 million in aggregate principal amount of 2024 Senior Notes 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. The 2024 Senior Notes are governed by an Indenture dated as of May 31, 2017 (the “Indenture”), among the Company, as issuer, certain of the Company's subsidiaries named therein, as guarantors thereto (the “Guarantors”), and the Bank of New York Mellon, as trustee. The 2024 Senior Notes bear interest at a rate of 5.875% per year from the date of issuance.  Interest on the 2024 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2017. The 2024 Senior Notes will mature on June 1, 2024 and are fully and unconditionally guaranteed by the Guarantors. At any time prior to June 1, 2020, the Company may redeem all or part of the 2024 Senior Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem some or all of the 2024 Senior Notes on or after June 1, 2020, at redemption prices set forth in the Indenture, together with accrued and unpaid interest. At any time prior to June 1, 2020, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2024 Senior Notes, including any permitted additional 2024 Senior Notes, at a redemption price equal to 105.875% of the principal amount. The Indenture contains covenants that, among other things, limit the Company’s ability under certain circumstances to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, create liens, sell, transfer or otherwise dispose of assets, enter into transactions with affiliates, enter into agreements restricting the Company's subsidiaries' ability to pay dividends and impose conditions on the Company’s ability to engage in mergers, consolidations and sales of all or substantially all of its assets. The Indenture also contains certain “Events of Default” (as defined in the Indenture) customary for indentures of this type. If an

39


Event of Default has occurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the 2024 Senior Notes then outstanding may, and the Trustee at the request of the holders of not less than 25% in aggregate principal amount of the 2024 Senior Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the 2024 Senior Notes to be due and payable.
In connection with the sale of the 2024 Senior Notes, the Company entered into a Registration Rights Agreement, dated as of May 31, 2017 (the “Registration Rights Agreement”), with the Guarantors and the initial purchaser of the 2024 Senior Notes.  Under the Registration Rights Agreement, the Company and the Guarantors have agreed, to (i) file a registration statement (the “Exchange Offer Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) with respect to a registered offer (the “Exchange Offer”) to exchange the 2024 Senior Notes for new notes of the Company having terms substantially identical in all material respects to the 2024 Senior Notes (the “Exchange Notes”), (ii) to use their commercially reasonable efforts to cause the Exchange Offer to be completed on or prior to November 27, 2017 and (iii) to commence the Exchange Offer and use their commercially reasonable efforts to issue on or prior to 35 business days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, the Exchange Notes in exchange for all 2024 Senior Notes tendered prior thereto in the Exchange Offer.
Concurrent with the offering of the 2024 Senior Notes, the Company commenced a cash tender offer (the “Tender Offer”) to purchase the outstanding $178.0 million in aggregate principal amount of its 2021 Senior Notes. The Tender Offer was made on the terms and subject to the conditions set forth in the Offer to Purchase dated May 19, 2017. The Tender Offer expired at 5:00 p.m., New York City time, on May 25, 2017 (the “Expiration Time”). Holders of the 2021 Senior Notes who tendered (and did not validly withdraw) their notes at or prior to the Expiration Time were entitled to receive in cash $1,043.88 per $1,000 principal amount of 2021 Senior Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company in the Tender Offer, plus accrued and unpaid interest on such 2021 Senior Notes. $118.1 million aggregate principal amount of the 2021 Senior Notes were validly tendered and purchased by the Company on May 31, 2017. In accordance with the terms of the indenture governing the 2021 Senior Notes, the remaining $59.9 million aggregate principal amount of the Notes that were not tendered were redeemed on June 30, 2017 at the redemption price specified in the indenture governing the 2021 Senior Notes ($1,039.38 per $1,000 principal amount redeemed, plus accrued and unpaid interest). The Company recorded a loss of $9.3 million as a result of the extinguishment of the 2021 Senior Notes.

Other Liquidity Matters
We believe that our liquidity and capital resources from U.S. operations are adequate to fund our U.S. operations and corporate activities. The Company has asserted indefinite reinvestment of earnings from its Mexican operations as determined by management’s judgment about and intentions concerning the future operations of the Company. The Company does not believe that the amounts reinvested will have a material impact on liquidity.

Critical Accounting Policies and Accounting Developments
Please see Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contained in the Company’s Form
10-K for the year ended December 31, 2016 (the “2016 10-K”) for the Company’s critical accounting policies and estimates. Those critical accounting policies and estimates have been supplemented and updated in this Form 10-Q.
    
    


40


Non-GAAP Financial Performance Measures
Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles (“GAAP”). These measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.
Adjusted Net Income (Loss)
Management uses Adjusted net income (loss) to evaluate the Company’s operating performance, and to plan and forecast its operations. The Company believes the use of Adjusted net income (loss) reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. Management’s determination of the components of Adjusted net income (loss) are evaluated periodically and are based, in part, on a review of non-GAAP financial measures used by mining industry analysts. The tax effect of adjustments are based on statutory tax rates and the Company’s tax attributes, including the impact through the Company’s valuation allowance. The combined effective rate of tax adjustments may not be consistent with the statutory tax rates or the Company’s effective tax rate due to jurisdictional tax attributes and related valuation allowance impacts which may minimize the tax effect of certain adjustments and may not apply to gains and losses equally. Adjusted net income (loss) is reconciled to Net income (loss) in the table below:
 
Three months ended June 30,
 
Six months ended June 30,
In thousands except per share amounts
2017
 
2016
 
2017
 
2016
Net income (loss)
$
(10,955
)
 
$
14,497

 
$
7,708

 
$
(5,899
)
Fair value adjustments, net
(336
)
 
3,579

 
864

 
12,274

Impairment of marketable securities
305

 
20

 
426

 
20

Write-downs

 

 

 
4,446

Gain on sale of Joaquin project

 

 
(21,138
)
 

(Gain) loss on sale of assets and securities
(513
)
 
(3,126
)
 
1,552

 
(4,211
)
Gain on repurchase of Rochester royalty
(2,332
)
 

 
(2,332
)
 

Loss on debt extinguishment
9,342

 

 
9,342

 

Transaction costs

 
792

 

 
1,172

Foreign exchange loss (gain)
1,972

 
(2,810
)
 
6,240

 
(3,933
)
Tax effect of adjustments(1)

 
3,996

 
1,807

 
2,621

Adjusted net income (loss)
$
(2,517
)

$
16,948


$
4,469

 
$
6,490

 
 
 
 
 
 
 
 
Adjusted net income (loss) per share - Basic
$
(0.01
)
 
$
0.11

 
$
0.02

 
$
0.04

Adjusted net income (loss) per share - Diluted
$
(0.01
)
 
$
0.11

 
$
0.02

 
$
0.04

(1)
For the three months ended June 30, 2016, tax effect of adjustments of $4.0 million (-316%) is primarily related to the tax gain on the sale of an asset, partially offset by losses on other asset sales where no tax benefit was recognized and tax benefit from fair value adjustment.

For the six months ended June 30, 2017, tax effect of adjustments of $1.8 million (-16%) is primarily related to a taxable gain on the sale of the Joaquin project. For the six months ended June 30, 2016, tax effect of adjustments of $2.6 million (-19%) is primarily related to a taxable gain on the sale of assets and the tax valuation allowance impact from an asset write-down, partially offset by tax benefit from fair value adjustments.


41


EBITDA and Adjusted EBITDA
Management uses EBITDA to evaluate the Company’s operating performance, to plan and forecast its operations, and assess leverage levels and liquidity measures. The Company believes the use of EBITDA reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. Adjusted EBITDA is a measure used in the Indenture to determine our ability to make certain payments and incur additional indebtedness. EBITDA and Adjusted EBITDA do not represent, and should not be considered an alternative to, Net income (Loss) or Cash Flow from Operations as determined under GAAP. Other companies may calculate Adjusted EBITDA differently and those calculations may not be comparable to our presentation. Adjusted EBITDA is reconciled to Net income (loss) in the table below:
 
Three months ended June 30,
 
Six months ended June 30,
In thousands except per share amounts
2017
 
2016
 
2017
 
2016
Net income (loss)
$
(10,955
)
 
$
14,497

 
$
7,708

 
$
(5,899
)
Interest expense, net of capitalized interest
3,749

 
10,875

 
7,335

 
21,995

Income tax provision (benefit)
(2,098
)
 
(768
)
 
8,948

 
1,338

Amortization
32,946

 
37,505

 
73,050

 
65,470

EBITDA
23,642


62,109


97,041


82,904

Fair value adjustments, net
(336
)
 
3,579

 
864

 
12,274

Impairment of equity securities
305

 
20

 
426

 
20

Foreign exchange (gain) loss
(1,000
)
 
5,655

 
(2,349
)
 
5,820

Gain on sale of Joaquin project

 

 
(21,138
)
 

(Gain) loss on sale of assets and securities
(513
)
 
(3,126
)
 
1,552

 
(4,211
)
Gain on repurchase of Rochester royalty
(2,332
)
 

 
(2,332
)
 

Loss on debt extinguishment
9,342

 

 
9,342

 

Transaction costs

 
792

 

 
1,172

Asset retirement obligation accretion
2,450

 
2,066

 
4,841

 
4,125

Inventory adjustments and write-downs
1,796

 
946

 
1,652

 
1,863

Write-downs

 

 

 
4,446

Adjusted EBITDA
$
33,354


$
72,041


$
89,899


$
108,413

Costs Applicable to Sales and All-in Sustaining Costs
Management uses Costs applicable to sales (“CAS”) and All-in sustaining costs (“AISC”) to evaluate the Company’s current operating performance and life of mine performance from discovery through reclamation. We believe these measures assist analysts, investors and other stakeholders in understanding the costs associated with producing silver and gold, assessing our operating performance and ability to generate free cash flow from operations and sustaining production. These measures may not be indicative of operating profit or cash flow from operations as determined under GAAP. Management believes converting the benefit from selling gold into silver equivalent ounces best allows management, analysts, investors and other stakeholders to evaluate the operating performance of the Company. Other companies may calculate CAS and AISC differently as a result of reflecting the benefit from selling non-silver metals as a by-product credit rather than converting to silver equivalent ounces, differences in the determination of sustaining capital expenditures, and differences in underlying accounting principles and accounting frameworks such as in International Financial Reporting Standards.














42


Three Months Ended June 30, 2017
 
 
Silver
 
Gold
 
Total
In thousands except per ounce amounts
 
Palmarejo
 
Rochester
 
San Bartolomé
 
Endeavor
 
Total
 
Kensington
 
Wharf
 
Total
 
Costs applicable to sales, including amortization (U.S. GAAP)
 
$
48,325

 
$
29,099

 
$
25,604

 
$
586

 
$
103,614

 
$
36,335

 
$
18,317

 
$
54,652

 
$
158,266

Amortization
 
14,431

 
4,938

 
2,212

 
168

 
21,749

 
8,347

 
2,549

 
10,896

 
32,645

Costs applicable to sales
 
$
33,894

 
$
24,161

 
$
23,392

 
$
418

 
$
81,865

 
$
27,988

 
$
15,768

 
$
43,756

 
$
125,621

Silver equivalent ounces sold
 
2,995,623

 
1,774,000

 
1,398,038

 
59,234

 
6,226,895

 
 
 
 
 
 
 
9,258,455

Gold equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
29,031

 
21,495

 
50,526

 
 
Costs applicable to sales per ounce
 
$
11.31

 
$
13.62

 
$
16.73

 
$
7.06

 
$
13.15

 
$
964

 
$
734

 
$
866

 
$
13.57

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales per average spot ounce
 
$
10.20

 
$
12.63

 
 
 
 
 
$
12.23

 
 
 
 
 
 
 
$
12.10

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
125,621

Treatment and refining costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,288

Sustaining capital(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17,569

General and administrative
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7,042

Exploration
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7,813

Reclamation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,096

Project/pre-development costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,677

All-in sustaining costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
165,106

Silver equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,226,895

Kensington and Wharf silver equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
 
 
3,031,560

Consolidated silver equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9,258,455

All-in sustaining costs per silver equivalent ounce
 
 
 
 
 
 
 
 
 
 
 
 
 
$
17.83

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated silver equivalent ounces sold (average spot)
 
 
 
 
 
 
 
 
 
 
 
 
 
10,384,025

All-in sustaining costs per average spot silver equivalent ounce
 
 
 
 
 
 
 
 
 
 
 
 
 
$
15.90

(1)
Excludes development capital for Jualin, Guadalupe South Portal and Rochester expansion permitting.

Three Months Ended June 30, 2016
 
 
Silver
 
Gold
 
 
In thousands except per ounce amounts
 
Palmarejo
 
Rochester
 
San Bartolomé
 
Endeavor
 
Total
 
Kensington
 
Wharf
 
Total
 
Total
Costs applicable to sales, including amortization (U.S. GAAP)
 
$
37,630

 
$
27,158

 
$
20,498

 
$
365

 
$
85,651

 
$
32,419

 
$
19,470

 
$
51,889

 
$
137,540

Amortization
 
14,765

 
5,437

 
1,853

 
84

 
22,139

 
9,808

 
5,128

 
14,936

 
37,075

Costs applicable to sales
 
$
22,865

 
$
21,721

 
$
18,645

 
$
281

 
$
63,512

 
$
22,611

 
$
14,342

 
$
36,953

 
$
100,465

Silver equivalent ounces sold
 
2,502,442

 
1,911,885

 
1,418,455

 
35,411

 
5,868,193

 
 
 
 
 
 
 
9,286,033

Gold equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
30,178

 
26,786

 
56,964

 
 
Costs applicable to sales per ounce
 
$
9.14

 
$
11.36

 
$
13.14

 
$
7.94

 
$
10.82

 
$
749

 
$
535

 
$
649

 
$
10.82

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales per average spot ounce
 
$
8.20

 
$
10.30

 
 
 
 
 
$
10.00

 
 
 
 
 
 
 
$
9.45

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
100,465

Treatment and refining costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,128

Sustaining capital(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21,019

General and administrative
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7,400

Exploration
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,233

Reclamation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,170

Project/pre-development costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,098

All-in sustaining costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
138,513

Silver equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,868,193

Kensington and Wharf silver equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
 
 
3,417,840

Consolidated silver equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9,286,033

All-in sustaining costs per silver equivalent ounce
 
 
 
 
 
 
 
 
 
 
 
 
 
$
14.92

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated silver equivalent ounces sold (average spot)
 
 
 
 
 
 
 
 
 
 
 
 
 
10,622,163

All-in sustaining costs per average spot silver equivalent ounce
 
 
 
 
 
 
 
 
 
 
 
 
 
$
13.04

(1)
Excludes development capital for Jualin, Guadalupe, Independencia and Rochester crushing capacity expansion.

43


Six Months Ended June 30, 2017
 
 
Silver
 
Gold
 
Total
In thousands except per ounce amounts
 
Palmarejo
 
Rochester
 
San Bartolomé
 
Endeavor
 
Total
 
Kensington
 
Wharf
 
Total
 
Costs applicable to sales, including amortization (U.S. GAAP)
 
$
111,476


$
61,354

 
$
45,237

 
$
986

 
$
219,053

 
$
73,956

 
$
37,748

 
$
111,704

 
$
330,757

Amortization
 
34,581

 
10,754

 
3,623

 
281

 
49,239

 
17,525

 
5,660

 
23,185

 
72,424

Costs applicable to sales
 
$
76,895

 
$
50,600

 
$
41,614

 
$
705

 
$
169,814

 
$
56,431

 
$
32,088

 
$
88,519

 
$
258,333

Silver equivalent ounces sold
 
7,422,969

 
3,878,209

 
2,546,044

 
98,999

 
13,946,221

 
 
 
 
 
 
 
20,384,641

Gold equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
61,175

 
46,132

 
107,307

 
 
Costs applicable to sales per ounce
 
$
10.36


$
13.05

 
$
16.34

 
$
7.12

 
$
12.18

 
$
922

 
$
696

 
$
825

 
$
12.67

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales per average spot ounce
 
$
9.40

 
$
12.17

 

 

 
$
11.33

 

 

 

 
$
11.41

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
258,333

Treatment and refining costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,904

Sustaining capital(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29,169

General and administrative
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17,175

Exploration
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13,065

Reclamation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7,915

Project/pre-development costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,566

All-in sustaining costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
332,127

Silver equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13,946,221

Kensington and Wharf silver equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
 
 
6,438,420

Consolidated silver equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20,384,641

All-in sustaining costs per silver equivalent ounce
 
 
 
 
 
 
 
 
 
 
 
 
 
$
16.29

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated silver equivalent ounces sold (average spot)
 
 
 
 
 
 
 
 
 
 
 
 
 
22,639,877

All-in sustaining costs per average spot silver equivalent ounce
 
 
 
 
 
 
 
 
 
 
 
 
 
$
14.67

(1)
Excludes development capital for Jualin, Guadalupe South Portal and Rochester expansion permitting.

Six Months Ended June 30, 2016
 
 
Silver
 
Gold
 
 
In thousands except per ounce amounts
 
Palmarejo
 
Rochester
 
San Bartolomé
 
Endeavor
 
Total
 
Kensington
 
Wharf
 
Total
 
Total
Costs applicable to sales, including amortization (U.S. GAAP)
 
$
65,957

 
$
54,956

 
$
39,749

 
$
1,320

 
$
161,982

 
$
65,186

 
$
38,982

 
$
104,168

 
$
266,150

Amortization
 
22,054

 
10,750

 
3,607

 
383

 
36,794

 
18,157

 
9,179

 
27,336

 
64,130

Costs applicable to sales
 
$
43,903

 
$
44,206

 
$
36,142

 
$
937

 
$
125,188

 
$
47,029

 
$
29,803

 
$
76,832

 
$
202,020

Silver equivalent ounces sold
 
4,204,732

 
3,691,261

 
2,802,846

 
158,106

 
10,856,945

 
 
 
 
 
 
 
17,561,045

Gold equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
61,827

 
49,908

 
111,735

 
 
Costs applicable to sales per ounce
 
$
10.44


$
11.98


$
12.89


$
5.93


$
11.53

 
$
761


$
597


$
688

 
$
11.50

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales per average spot ounce
 
$
9.23

 
$
10.75

 

 

 
$
10.58

 
 
 
 
 
 
 
$
9.88

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
202,020

Treatment and refining costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,286

Sustaining capital(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37,729

General and administrative
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15,676

Exploration
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,963

Reclamation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7,931

Project/pre-development costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,655

All-in sustaining costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
273,260

Silver equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,856,945

Kensington and Wharf silver equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
 
 
6,704,100

Consolidated silver equivalent ounces sold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17,561,045

All-in sustaining costs per silver equivalent ounce
 
 
 
 
 
 
 
 
 
 
 
 
 
$
15.56

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated silver equivalent ounces sold (average spot)
 
 
 
 
 
 
 
 
 
 
 
 
 
20,438,295

All-in sustaining costs per average spot silver equivalent ounce
 
 
 
 
 
 
 
 
 
 
 
 
 
$
13.37

(1)
Excludes development capital for Jualin, Guadalupe, Independencia and Rochester crushing capacity expansion.


44


Reconciliation of All-in Sustaining Costs per Silver Equivalent Ounce for Revised 2017 Guidance
 
Silver
Gold
 
In thousands except per ounce amounts
Palmarejo
Rochester
San Bartolomé
Endeavor
Total Silver
Kensington
Wharf
Total Gold
Total Combined
Costs applicable to sales, including amortization (U.S. GAAP)
$
228,500

$
113,550

$
92,300

$
1,038

$
435,388

$
136,600

$
82,200

$
218,800

$
654,188

Amortization
76,500

22,550

8,300

281

107,631

29,100

13,200

42,300

149,931

Costs applicable to sales
$
152,000

$
91,000

$
84,000

$
757

$
327,757

$
107,500

$
69,000

$
176,500

$
504,257

Silver equivalent ounces sold
14,900,000

7,800,000

5,200,000

105,000

28,005,000

 
 
 
41,505,000

Gold equivalent ounces sold
 
 
 
 
 
130,000

95,000

225,000

 
Costs applicable to sales per ounce guidance
$10.00 - $10.50
$11.50 - $12.00
$15.75 - $16.25
 
 
$800 - $850
$700 - $750
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales
 
 
 
 
 
 
 
 
$
504,257

Treatment and refining costs
 
 
 
 
 
 
 
 
4,500

Sustaining capital, including capital lease payments
 
 
 
 
 
 
77,000

General and administrative
 
 
 
 
 
 
 
 
30,000

Exploration
 
 
 
 
 
 
 
 
30,000

Reclamation
 
 
 
 
 
 
 
 
15,000

Project/pre-development costs
 
 
 
 
 
 
 
 
6,000

All-in sustaining costs
 
 
 
 
 
 
 
 
$
666,757

Silver equivalent ounces sold
 
 
 
 
 
 
 
 
28,005,000

Kensington and Wharf silver equivalent ounces sold
 
 
 
 
 
13,500,000

Consolidated silver equivalent ounces sold
 
 
 
 
 
 
 
41,505,000

All-in sustaining costs per silver equivalent ounce guidance
 
 
 
 
 
$15.75 - $16.25

Reconciliation of All-in Sustaining Costs per Silver Equivalent Ounce for Previous 2017 Guidance
 
Silver
Gold
 
In thousands except per ounce amounts
Palmarejo
Rochester
San Bartolomé
Endeavor
Total Silver
Kensington
Wharf
Total Gold
Total Combined
Costs applicable to sales, including amortization (U.S. GAAP)
$
211,000

$
108,380

$
102,000

$
3,750

$
425,130

$
130,500

$
83,800

$
214,300

$
639,430

Amortization
69,200

19,860

18,500


107,560

29,100

11,500

40,600

148,160

Costs applicable to sales
$
141,800

$
88,520

$
83,500

$
3,750

$
317,570

$
101,400

$
72,300

$
173,700

$
491,270

Silver equivalent ounces sold
14,000,000

7,680,000

5,900,000

380,000

27,960,000

 
 
 
40,800,000

Gold equivalent ounces sold
 
 
 
 
 
124,000

90,000

214,000

 
Costs applicable to sales per ounce guidance
$10.00 - $10.50
$11.50 - $12.00
$14.00 - $14.50
 
 
$800 - $850
$775 - $825
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales
 
 
 
 
 
 
 
 
$
491,270

Treatment and refining costs
 
 
 
 
 
 
 
 
4,300

Sustaining capital, including capital lease payments
 
 
 
 
 
 
82,000

General and administrative
 
 
 
 
 
 
 
 
30,000

Exploration
 
 
 
 
 
 
 
 
30,000

Reclamation
 
 
 
 
 
 
 
 
14,000

Project/pre-development costs
 
 
 
 
 
 
 
 
5,700

All-in sustaining costs
 
 
 
 
 
 
 
 
$
657,270

Silver equivalent ounces sold
 
 
 
 
 
 
 
 
27,960,000

Kensington and Wharf silver equivalent ounces sold
 
 
 
 
 
12,840,000

Consolidated silver equivalent ounces sold
 
 
 
 
 
 
 
40,800,000

All-in sustaining costs per silver equivalent ounce guidance
 
 
 
 
 
$15.75 - $16.25


45


Cautionary Statement Concerning Forward-Looking Statements
This report contains numerous forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) relating to the Company’s gold and silver mining business, including statements regarding strategies to produce long-term cash flow, provide opportunities for growth through continued exploration, generate superior and sustainable returns for stockholders, maximize net cash flow, reduce operating and non-operating costs, demonstrate consistent capital discipline, efficiently manage working capital, and statements regarding tax positions, anticipated production, costs and expenses, the anticipated closing of the sale of the Endeavor silver stream, drought conditions in Bolivia, efforts to mitigate risks associated with gold and silver price and foreign currency fluctuations and the adequacy of liquidity and capital resources. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plan,” “projected,” “contemplates,” “anticipates” or similar words. Actual results could differ materially from those projected in the forward-looking statements. The factors that could cause actual results to differ materially from those projected in the forward-looking statements include (i) the risk factors set forth in the “Risk Factors” section of the 2016 10-K and in this Report, and the risks and uncertainties discussed in this MD&A, (ii) the risk that the sale of the Endeavor silver stream does not close on a timely basis or at all, (iii) the risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions), (iv) changes in the market prices of gold and silver and a sustained lower price environment, including any resulting impact on cash flows, (v) the uncertainties inherent in the Company’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays, ground conditions and grade variability, (vi) any future labor disputes or work stoppages (involving the Company and its subsidiaries or third parties), (vii) the uncertainties inherent in the estimation of gold and silver reserves and mineralized material, (viii) changes that could result from the Company’s future acquisition of new mining properties or businesses, (ix) the loss of access to any third-party smelter to which the Company markets silver and gold, (x) the effects of environmental and other governmental regulations, (xi) the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries, (xii) the political risks and uncertainties associated with operations in Bolivia; and (xiii) the Company’s ability to raise additional financing necessary to conduct its business, make payments or refinance its debt. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

46


Item 3.        Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to various market risks as a part of its operations and engages in risk management strategies to mitigate these risks. The Company continually evaluates the potential benefits of engaging in these strategies based on current market conditions. The Company does not actively engage in the practice of trading derivative instruments for profit. Additional information about the Company’s derivative financial instruments may be found in Note 11 -- Derivative Financial Instruments in the notes to the condensed consolidated financial statements. This discussion of the Company’s market risk assessments contains “forward looking statements”. For additional information regarding forward-looking statements and risks and uncertainties that could impact the Company, please refer to Item 2 of this Report - Cautionary Statement Concerning Forward-Looking Statements. Actual results and actions could differ materially from those discussed below.
Gold and Silver Price
Gold and silver prices may fluctuate widely due to numerous factors, such as U.S. dollar strength or weakness, demand, investor sentiment, inflation or deflation, and global mine production. The Company’s profitability and cash flow may be significantly impacted by changes in the market price of gold and silver.
Gold and Silver Hedging
To mitigate the risks associated with gold and silver price fluctuations, the Company may enter into option contracts to hedge future production. The Company had no outstanding gold and silver option contracts at June 30, 2017.
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. Depending on the difference between the price at the time of sale and the final settlement price, embedded derivatives are recorded as either a derivative asset or liability. The embedded derivatives do not qualify for hedge accounting and, as a result, are marked to the market gold and silver price at the end of each period from the provisional sale date to the date of final settlement. The mark-to-market gains and losses are recorded in earnings. Changes in silver and gold prices resulted in provisional pricing mark-to-market losses of $0.8 million and gains of $0.6 million in the three and six months ended June 30, 2016, respectively, compared to gains of $0.6 million and $1.2 million in the three and six months ended June 30, 2016, respectively.
At June 30, 2017, the Company had outstanding provisionally priced sales of 0.1 million ounces of silver and 32,602 ounces of gold at prices of $16.85 and $1,263, respectively. A 10% change in realized silver price would cause revenue to vary by $0.2 million and a 10% change in realized gold price would cause revenue to vary by $4.1 million.
Foreign Currency
The Company operates, or has mineral interests, in several foreign countries including Australia, Bolivia, Chile, Mexico, Argentina, Ecuador, and New Zealand, which exposes it to foreign currency exchange rate risks. Foreign currency exchange rates are influenced by world market factors beyond the Company’s control such as supply and demand for U.S. and foreign currencies and related monetary and fiscal policies. Fluctuations in local currency exchange rates in relation to the U.S. dollar may significantly impact profitability and cash flow.
Foreign Exchange Hedging
To manage foreign currency risk, the Company may enter into foreign exchange forward and/or option contracts when the Company believes such contracts would be beneficial. The Company had no outstanding foreign exchange contracts at June 30, 2017.

47


Item 4.
Controls and Procedures
(a)
Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance regarding management’s control objectives. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events. Based upon the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by it in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b)
Management’s Report on Internal Control Over Financial Reporting
Based on an evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded
that there was no change in the Company’s internal control over financial reporting during the three months ended June 30, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II
Item 1.         Legal Proceedings
For a discussion of legal proceedings, see Note 19 -- Commitments and Contingencies in the notes to the Consolidated Financial Statements included herein.

Item 1A.     Risk Factors

Item 1A - Risk Factors of the 2016 10-K sets forth information relating to important risks and uncertainties that could materially adversely affect the Company's business, financial condition or operating results. Those risk factors have been supplemented and updated in this Form 10-Q. Additional risks and uncertainties that the Company does not presently know or that it currently deems immaterial also may impair our business operations.

The Company’s estimates of future production, costs, and financial results are imprecise, depend upon subjective factors, may not be realized in actual production and such estimates speak only as of their respective dates.

The Company has in the past, and may in the future, provide estimates and projections of its future production, costs and financial results. Any such information is forward-looking. Neither the Company’s independent registered public accounting firm nor any other independent expert or outside party compiles or examines these forward-looking statements and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto. These forward-looking statements are prepared by the Company’s management and technical personnel and are qualified by, and subject to, the assumptions and the other information contained or referred to in the filing, release or presentation in which they are made, including assumptions about the availability, accessibility, sufficiency and quality of mineralized material, the Company’s costs of production, the market prices of silver and gold, the Company’s ability to sustain and increase production levels, the sufficiency of its infrastructure, the performance of its personnel and equipment, its ability to maintain and obtain mining interests and permits, the state of government and community relations, and its compliance with existing and future laws and regulations. The Company sometimes states possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges. Actual results and experience may differ materially from these assumptions. Any such production, cost, or financial results estimates speak only as of the date on which they are made, and the Company disclaims any intent or obligation to update such estimates, whether as a result of new information, future events or otherwise. Accordingly, these forward-looking statements should be considered in the context in which they are made and undue reliance should not be placed on them.

The Company’s future operating performance may not generate cash flows sufficient to meet debt payment obligations.

As of June 30, 2017, the Company had approximately $284.8 million of outstanding indebtedness. The Company’s ability to make scheduled debt payments on outstanding indebtedness will depend on future results of operations and cash flows. The

48


Company’s results of operations and cash flows, in part, are subject to economic factors beyond its control, including the market prices of silver and gold. The Company may not be able to generate enough cash flow to meet obligations and commitments under outstanding debt instruments. If the Company cannot generate sufficient cash flow from operations to service debt, it may need to further refinance debt, dispose of assets or issue equity to obtain the necessary funds.

If the Company’s cash flows and capital resources are insufficient to fund its debt services obligations, the Company could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness. The Company cannot predict whether it would be able to refinance debt, issue equity or dispose of assets to raise funds on a timely basis or on satisfactory terms. In a rising interest rate environment, the costs of borrowing additional funds or refinancing outstanding indebtedness would also be expected to increase. The agreements governing the Company’s outstanding indebtedness restrict the Company’s ability to dispose of assets and use the proceeds from those dispositions and may also restrict its ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. The Company may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. If the Company raises additional funds by issuing equity securities or securities convertible into equity securities, holders of its common stock could experience significant dilution of their ownership interest, and these securities could have rights senior to those of the holders of common stock.

The terms of the Company’s debt impose restrictions on its operations.

The agreements governing the Company’s outstanding indebtedness include a number of significant negative covenants. These covenants, among other things:

limit the Company’s ability to obtain additional financing, repurchase outstanding equity or issue debt securities;
require a portion of the Company’s cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;
limit the Company’s ability to sell, transfer or otherwise dispose of assets, enter into transactions with affiliates, enter into agreements restricting our subsidiaries’ ability to pay dividends, consolidate, amalgamate, merger or sell all or substantially all of the Company’s assets;
increase our vulnerability to general adverse economic and industry conditions;
limit the Company’s flexibility in planning for and reacting to changes in the industry in which we compete; and
place the Company at a disadvantage compared to other, less leveraged competitors.

A breach of any of these covenants could result in an event of default under the applicable agreement governing the Company’s outstanding indebtedness that, if not cured or waived, could cause all amounts outstanding with respect to the debt to be due and payable immediately. Acceleration of any debt could result in cross-defaults under the Company’s other debt instruments. The Company’s assets and cash flow may be insufficient to repay borrowings fully under all of its outstanding debt instruments if any of its debt instruments are accelerated upon an event of default, which could force the Company into bankruptcy or liquidation.

Item 4.         Mine Safety Disclosures

Information pertaining to mine safety matters is reported in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act in Exhibit 95.1 attached to this Form 10-Q.

Item 5.         Other Information

In accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy, the transactions listed below were entered into by certain executive officers of the Company for diversification purposes. After giving effect to the transactions, each such executive officer would remain in compliance with the Company's executive stock ownership guidelines.
 
Peter C. Mitchell, the Company’s Senior Vice President and Chief Financial Officer, entered into a selling plan effective May 4, 2017. Under the selling plan, between August 31, 2017 and May 27, 2018, Mr. Mitchell will sell a total of 40,000 shares of the Company’s common stock so long as the market price of the common stock is higher than a minimum threshold price specified in the plan.
Frank L. Hanagarne, Jr., the Company’s Senior Vice President and Chief Operating Officer, entered into a selling plan effective June 7, 2017. Under the selling plan, between July 28, 2017 and June 30, 2018, Mr. Hanagarne will sell a total

49


of 50,061 shares of the Company’s common stock so long as the market price of the common stock is higher than a minimum threshold price specified in the plan.
Casey M. Nault, the Company’s Senior Vice President, General Counsel & Secretary, cancelled his previously reported selling plan effective March 6, 2017 and entered into a new selling plan effective June 12, 2017. Under the new selling plan, between July 28, 2017 and December 12, 2017, Mr. Nault will sell a total of 60,000 shares of the Company’s common stock so long as the market price of the common stock is higher than a minimum threshold price specified in the plan.
 
Rule 10b5-1 permits an insider to implement a written prearranged trading plan entered into at a time when the insider is not aware of any material nonpublic information about the Company and allows the insider to trade on a one-time or regularly scheduled basis regardless of any material nonpublic information about the Company thereafter received by the insider.

On June 1, 2017, Coeur Alaska, Inc., a wholly-owned subsidiary of the Company and the operator of the Kensington mine, received an imminent danger order under section 107(a) of the Federal Mine Safety and Health Act of 1977, in response to anonymous allegations made to the Mine Safety and Health Administration. Following an investigation, the government determined no violation under 107(a) occurred and, accordingly, the order was vacated on June 26, 2017.





50


Item 6.        Exhibits
4.2
31.2
32.1
32.2
95.1
101.INS
XBRL Instance Document**
101.SCH
XBRL Taxonomy Extension Schema**
101.CAL
XBRL Taxonomy Extension Calculation Linkbase**
101.DEF
XBRL Taxonomy Extension Definition Linkbase**
101.LAB
XBRL Taxonomy Extension Label Linkbase**
101.PRE
XBRL Taxonomy Extension Presentation Linkbase**
*    Management contract or compensatory plan or arrangement.
**    The following financial information from Coeur Mining, Inc.’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2017, formatted in XBRL (Extensible Business Reporting Language): Condensed Consolidated Statements of Comprehensive Income (Loss), Condensed Consolidated Statements of Cash Flows, Condensed Consolidated Balance Sheets, and Condensed Consolidated Statement of Changes in Stockholders’ Equity.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
COEUR MINING, INC.
 
 
 
(Registrant)
 
 
 
 
 
Dated
July 26, 2017
/s/ Mitchell J. Krebs
 
 
 
MITCHELL J. KREBS
 
 
 
President and Chief Executive Officer (Principal Executive Officer)
 
 
 
 
Dated
July 26, 2017
/s/ Peter C. Mitchell
 
 
 
PETER C. MITCHELL
 
 
 
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
 
 
 
 
Dated
July 26, 2017
/s/ Mark Spurbeck
 
 
 
MARK SPURBECK
 
 
 
Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)


51