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Coeur Mining, Inc. - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________________________________________ 
FORM 10-Q
___________________________________________
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2019
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
____________________________________________ 
a021914coeurminingrpmshsmb30.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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock (par value $.01 per share)
CDE
New York Stock Exchange
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      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)    Yes      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
 
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  
The Company has 300,000,000 shares of common stock, par value of $0.01, authorized of which 222,163,463 shares were issued and outstanding as of August 5, 2019.



COEUR MINING, INC.
INDEX
 
Condensed Consolidated Balance Sheets
Page
Part I.
 
 
 
 
 
 
 
 
 
 
Condensed Consolidated Balance Sheets
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
 
 
 
 
Condensed Consolidated Statements of Cash Flows (Unaudited)
 
 
 
 
Condensed Consolidated Statement of Changes in Stockholders’ Equity
 
 
 
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
 
 
 
 
 
 
 
 
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



3


PART I
Item 1.        Financial Statements and Supplementary Data

COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
June 30, 2019 (unaudited)
 
December 31, 2018
ASSETS
Notes
In thousands, except share data
CURRENT ASSETS
 
 
 
 
Cash and cash equivalents
 
$
37,907

 
$
115,081

Receivables
4
38,495

 
29,744

Inventory
5
59,048

 
66,279

Ore on leach pads
5
72,310

 
75,122

Prepaid expenses and other
 
12,066

 
11,393

 
 
219,826

 
297,619

NON-CURRENT ASSETS
 
 
 
 
Property, plant and equipment, net

298,926

 
298,451

Mining properties, net

945,839

 
971,567

Ore on leach pads
5
76,910

 
66,964

Restricted assets

8,730

 
12,133

Equity and debt securities
6
19,457

 
17,806

Receivables
4
31,871

 
31,151

Other
 
75,671

 
16,809

TOTAL ASSETS
 
$
1,677,230

 
$
1,712,500

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
Accounts payable
 
$
65,676

 
$
47,210

Accrued liabilities and other
19
116,187

 
82,619

Debt
8
21,772

 
24,937

Reclamation
9
6,552

 
6,552

 
 
210,187

 
161,318

NON-CURRENT LIABILITIES
 
 
 
 
Debt
8
348,205

 
433,889

Reclamation
9
133,127

 
128,994

Deferred tax liabilities
 
61,653

 
79,070

Other long-term liabilities
 
77,612

 
56,717

 
 
620,597

 
698,670

COMMITMENTS AND CONTINGENCIES
17
 
 
 
STOCKHOLDERS’ EQUITY
 
 
 
 
Common stock, par value $0.01 per share; authorized 300,000,000 shares, 221,858,660 issued and outstanding at June 30, 2019 and 203,310,443 at December 31, 2018
 
2,219

 
2,033

Additional paid-in capital
 
3,492,736

 
3,443,082

Accumulated other comprehensive income (loss)
 

 
(59
)
Accumulated deficit
 
(2,648,509
)
 
(2,592,544
)
 
 
846,446

 
852,512

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
1,677,230

 
$
1,712,500


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


4


COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2019
 
2018
 
2019
 
2018
 
Notes
In thousands, except share data
Revenue
3
$
162,123

 
$
169,987

 
$
316,993

 
$
333,254

COSTS AND EXPENSES
 
 
 
 
 
 
 
 
Costs applicable to sales(1)
3
131,948

 
108,246

 
263,598

 
207,586

Amortization
 
43,204

 
29,459

 
85,080

 
60,236

General and administrative
 
7,750

 
7,650

 
17,224

 
16,454

Exploration
 
5,719

 
6,429

 
9,433

 
13,112

Pre-development, reclamation, and other
 
4,334

 
3,620

 
8,768

 
7,845

Total costs and expenses
 
192,955

 
155,404

 
384,103

 
305,233

OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
 
Fair value adjustments, net
12
(5,296
)
 
(2,462
)
 
3,824

 
2,192

Interest expense, net of capitalized interest
8
(6,825
)
 
(6,018
)
 
(13,279
)
 
(11,983
)
Other, net
14
643

 
544

 
703

 
1,057

Total other income (expense), net
 
(11,478
)
 
(7,936
)
 
(8,752
)
 
(8,734
)
Income (loss) before income and mining taxes
 
(42,310
)
 
6,647

 
(75,862
)
 
19,287

Income and mining tax (expense) benefit
10
5,546

 
(3,717
)
 
14,204

 
(15,666
)
Income (loss) from continuing operations
 
$
(36,764
)
 
$
2,930

 
$
(61,658
)
 
$
3,621

Income (loss) from discontinued operations
18

 

 
5,693

 
550

NET INCOME (LOSS)
 
$
(36,764
)
 
$
2,930

 
$
(55,965
)
 
$
4,171

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

 
(87
)
 
59

 
(365
)
Other comprehensive income (loss)
 

 
(87
)
 
59

 
(365
)
COMPREHENSIVE INCOME (LOSS)
 
$
(36,764
)
 
$
2,843

 
$
(55,906
)
 
$
3,806

 
 
 
 
 
 
 
 
 
NET INCOME (LOSS) PER SHARE
15
 
 
 
 
 
 
 
Basic income (loss) per share:
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
(0.18
)
 
$
0.02

 
$
(0.30
)
 
$
0.02

Net income (loss) from discontinued operations
 

 

 
0.03

 

Basic(2)
 
$
(0.18
)
 
$
0.02

 
$
(0.27
)
 
$
0.02

Diluted income (loss) per share:
 
 
 
 
 
 
 
 
Net income (loss) from continuing operations
 
$
(0.18
)
 
$
0.02

 
$
(0.30
)
 
$
0.02

Net income (loss) from discontinued operations
 

 

 
0.03

 

Diluted(2)
 
$
(0.18
)
 
$
0.02

 
$
(0.27
)
 
$
0.02

(1) Excludes amortization.
(2) Due to rounding, the sum of net income per share from continuing operations and discontinued operations may not equal net income per share.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

5


COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2019
 
2018
 
2019
 
2018
 
Notes
In thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(36,764
)
 
$
2,930

 
$
(55,965
)
 
$
4,171

(Income) loss from discontinued operations
 

 

 
(5,693
)
 
(550
)
Adjustments:
 
 
 
 
 
 
 
 
Amortization
 
43,204

 
29,459

 
85,080

 
60,236

Accretion
 
3,007

 
3,886

 
5,950

 
7,204

Deferred taxes
 
(9,158
)
 
(1,265
)
 
(17,417
)
 
(811
)
Fair value adjustments, net
12
5,296

 
2,462

 
(3,824
)
 
(2,192
)
Stock-based compensation
11
1,987

 
1,850

 
4,210

 
4,636

Inventory write-downs
5
11,872

 

 
27,319

 

Other
 
4,731

 
2,174

 
5,981

 
2,242

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
Receivables
 
(7,624
)
 
(8,888
)
 
(17,359
)
 
(10,579
)
Prepaid expenses and other current assets
 
(834
)
 
8,126

 
(3,518
)
 
2,491

Inventory and ore on leach pads
 
(14,391
)
 
(2,766
)
 
(33,212
)
 
(11,474
)
Accounts payable and accrued liabilities
 
25,109

 
(39,262
)
 
19,037

 
(41,127
)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES OF CONTINUING OPERATIONS
 
26,435

 
(1,294
)

10,589

 
14,247

CASH USED IN OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS
 

 

 

 
(2,690
)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
 
26,435

 
(1,294
)
 
10,589

 
11,557

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
Capital expenditures
 
(20,749
)
 
(41,165
)
 
(48,187
)
 
(83,510
)
Proceeds from the sale of assets
 
57

 
96

 
904

 
156

Purchase of investments
 

 
(39
)
 

 
(400
)
Sale of investments
 
1,102

 
11,141

 
1,102

 
12,760

Proceeds from notes receivable
 
2,000

 

 
7,168

 

Other
 
277

 
(33
)
 
2,018

 
(98
)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF CONTINUING OPERATIONS
 
(17,313
)
 
(30,000
)
 
(36,995
)
 
(71,092
)
CASH USED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS
 

 

 

 
(28,470
)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
 
(17,313
)
 
(30,000
)
 
(36,995
)
 
(99,562
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
Issuance of common stock
15
48,887

 

 
48,887

 

Issuance of notes and bank borrowings, net of issuance costs
8

 

 
15,000

 
15,000

Payments on debt, finance leases, and associated costs
8
(90,812
)
 
(4,373
)
 
(113,273
)
 
(22,822
)
Other
 

 
(233
)
 
(3,259
)
 
(4,839
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES OF CONTINUING OPERATIONS
 
(41,925
)
 
(4,606
)

(52,645
)
 
(12,661
)
CASH USED IN FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS
 

 

 

 
(22
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
 
(41,925
)
 
(4,606
)
 
(52,645
)
 
(12,683
)
Effect of exchange rate changes on cash and cash equivalents
 
56

 
(175
)
 
257

 
382

INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
 
(32,747
)
 
(36,075
)

(78,794
)
 
(100,306
)
Less net cash used in discontinued operations(1)
 

 

 

 
(32,930
)
 
 
(32,747
)
 
(36,075
)
 
(78,794
)
 
(67,376
)
Cash, cash equivalents and restricted cash at beginning of period
 
72,022

 
172,101

 
118,069

 
203,402

Cash, cash equivalents and restricted cash at end of period
 
$
39,275

 
$
136,026


$
39,275

 
$
136,026

(1) Less net cash used in discontinued operations includes the following cash transactions: net subsidiary payments to parent company of $1,748, during the six months ended June 30, 2018.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

6


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


The following table summarizes the changes in stockholders’ deficit for the six months ended June 30, 2019:
In thousands
Common
Stock
Shares
 
Common
Stock Par
Value
 
Additional
Paid-In Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Balances at December 31, 2018
203,310

 
$
2,033

 
$
3,443,082

 
$
(2,592,544
)
 
$
(59
)
 
852,512

Net income (loss)

 

 

 
(19,201
)
 

 
(19,201
)
Other comprehensive income (loss)

 

 

 

 
59

 
59

Common stock issued under stock-based compensation plans, net
1,801

 
18

 
(1,053
)
 

 

 
(1,035
)
Balances at March 31, 2019 (Unaudited)
205,111

 
$
2,051

 
$
3,442,029

 
$
(2,611,745
)
 
$

 
$
832,335

Net income (loss)

 

 

 
(36,764
)
 

 
(36,764
)
Common stock issued under "at the market" stock offering
16,631

 
166

 
48,721

 

 

 
48,887

Common stock issued under stock-based compensation plans, net
117

 
2

 
1,986

 

 

 
1,988

Balances at June 30, 2019 (Unaudited)
221,859

 
$
2,219

 
$
3,492,736

 
$
(2,648,509
)
 
$

 
$
846,446


The following table summarizes the changes in stockholders’ deficit for the six months ended June 30, 2018:
In thousands
Common
Stock
Shares
 
Common
Stock Par
Value
 
Additional
Paid-In Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Balances at December 31, 2017
185,638

 
$
1,856

 
$
3,357,345

 
$
(2,546,743
)
 
$
2,519

 
814,977

Net income (loss)

 

 

 
1,241

 

 
1,241

Reclassification of unrealized gain (loss) on equity securities for ASU 2016-01


 

 

 
2,604

 
(2,604
)
 

Other comprehensive income (loss)

 

 

 

 
(278
)
 
(278
)
Common stock issued under stock-based compensation plans, net
538

 
6

 
(1,635
)
 

 

 
(1,629
)
Balances at March 31, 2018 (Unaudited)
186,176


$
1,862


$
3,355,710


$
(2,542,898
)

$
(363
)

$
814,311

Net income (loss)

 
$

 
$

 
$
2,930

 
$

 
2,930

Other comprehensive income (loss)

 

 

 

 
(87
)
 
(87
)
Common stock issued under stock-based compensation plans, net
898

 
9

 
1,608

 

 

 
1,617

Balances at June 30, 2018 (Unaudited)
187,074


$
1,871


$
3,357,318


$
(2,539,968
)

$
(450
)

$
818,771


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

7

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


NOTE 1 - BASIS OF PRESENTATION
The interim condensed consolidated financial statements of Coeur Mining, Inc. and its subsidiaries (collectively, “Coeur” or the “Company”) are unaudited. In the opinion of management, all adjustments and disclosures necessary for the fair presentation of these interim statements have been included. The results reported in these interim statements may not be indicative of the results which will be reported for the year ending December 31, 2019. The condensed consolidated December 31, 2018 balance sheet data was derived from audited consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 10-K”).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies
Please see Note 2 -- Summary of Significant Accounting Policies contained in the 2018 10-K.
Leases
On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases. Changes to the Company’s accounting policy as a result of adoption are discussed below.
From time to time, the Company enters into contractual agreements to lease mining equipment and facilities. Based upon the Company’s assessment of the terms of a specific lease agreement, the Company will classify a lease as either finance or operating. Right-of-use (“ROU”) assets and lease liabilities related to finance leases are presented in Property, plant and equipment, net and Debt on the Condensed Consolidated Balance Sheet. ROU assets and lease liabilities related to operating leases that are subject to the ASC 842 measurement requirements such as operating leases with lease terms greater than twelve months are presented in Other asset, non-current, Accrued liabilities and other, and Other long-term liabilities on the Condensed Consolidated Balance Sheet.    
Operating and finance lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the lease payments, is the rate implicit in the lease unless that rate cannot be readily determined, in that case, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. Operating lease ROU assets may also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may also include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. The Company has lease arrangements with lease and non-lease components which are accounted for separately. Non-lease components of the lease payments are expenses as incurred and are not included in determining the present value.
Accounting Standards Recently Implemented
In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. These changes became effective for the Company’s fiscal year beginning January 1, 2019 and the Company adopted it using the cumulative-effect adjustment transition method approved by the FASB in July 2018, which does not require the Company to recast the comparative periods presented when transitioning to the new guidance on January 1, 2019. The Company elected to utilize the transition related practical expedients permitted by the new standard. In addition to existing finance leases and other financing obligations, the adoption of the new standard resulted in the recognition of additional ROU assets and lease liabilities related to operating leases of approximately $65.0 million. There was no material impact to the Consolidated Statements of Comprehensive Income (Loss) or the Consolidated Statements of Cash Flows or an impact on the Company’s debt covenant calculations as a result of the adoption of ASU 2016-02. See Note 7 -- Leases for additional qualitative and quantitative disclosures related to leasing arrangements.
Accounting Standards Recently Issued
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326),” measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The guidance is effective for interim and annual periods for the Company on January 1, 2020, with early adoption permitted. The Company is currently evaluating the

8

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

impact of the new standard, but it does not expect this update to have a material impact to the Company's consolidated net income, financial position or cash flows.
    
NOTE 3 – SEGMENT REPORTING
The Company’s operating segments include the Palmarejo complex, and the Rochester, Kensington, Wharf and Silvertip mines. Except for the Silvertip mine, all operating segments are engaged in the discovery, mining, and production of gold and/or silver. The Silvertip mine is engaged in the discovery, mining, and production of silver, zinc and lead. Other includes the Sterling/Crown Block and La Preciosa projects, other mineral interests, strategic equity investments, corporate office, elimination of intersegment transactions, and other items necessary to reconcile to consolidated amounts.
Financial information relating to the Company’s segments is as follows (in thousands):
Three months ended June 30, 2019
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
Silvertip
 
Other
 
Total
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Gold sales
$
33,916

 
$
11,195

 
$
45,161

 
$
20,054

 
$

 
$

 
$
110,326

Silver sales
25,406

 
14,257

 

 
189

 
5,111

 

 
44,963

Zinc sales

 

 

 

 
2,604

 

 
2,604

Lead sales

 

 

 

 
4,230

 

 
4,230

Metal sales
59,322

 
25,452

 
45,161

 
20,243

 
11,945

 

 
162,123

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)
36,496

 
24,693

 
29,133

 
15,466

 
26,160

 

 
131,948

Amortization
14,212

 
3,963

 
12,537

 
2,225

 
9,878

 
389

 
43,204

Exploration
1,140

 
96

 
2,024

 

 
670

 
1,789

 
5,719

Other operating expenses
1,769

 
1,346

 
410

 
753

 
386

 
7,420

 
12,084

Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value adjustments, net

 

 

 

 

 
(5,296
)
 
(5,296
)
Interest expense, net
(112
)
 
(170
)
 
(310
)
 
(28
)
 
(390
)
 
(5,815
)
 
(6,825
)
Other, net
(574
)
 
43

 
(16
)
 
239

 
(33
)
 
984

 
643

Income and mining tax (expense) benefit
(345
)
 
(814
)
 

 
(304
)
 
7,589

 
(580
)
 
5,546

Income (loss) from continuing operations
$
4,674

 
$
(5,587
)
 
$
731

 
$
1,706

 
$
(17,983
)
 
$
(20,305
)
 
$
(36,764
)
Income (loss) from discontinued operations
$

 
$

 
$

 
$

 
$

 
$

 
$

Segment assets(2)
$
357,415

 
$
274,406

 
$
214,096

 
$
104,070

 
$
415,333

 
$
170,145

 
$
1,535,465

Capital expenditures
$
7,566

 
$
2,772

 
$
4,875

 
$
171

 
$
5,020

 
$
345

 
$
20,749

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



9

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

Three months ended June 30, 2018
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
Silvertip
 
Other
 
Total
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Gold sales
$
36,258

 
$
15,599

 
$
35,735

 
$
29,621

 
$

 
$

 
$
117,213

Silver sales
34,486

 
18,069

 

 
219

 

 

 
52,774

Metal sales
$
70,744

 
$
33,668

 
$
35,735

 
$
29,840

 
$

 
$

 
$
169,987

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)
30,310

 
24,451

 
34,227

 
19,258

 

 

 
108,246

Amortization
14,633

 
4,793

 
6,441

 
3,353

 

 
239

 
29,459

Exploration
3,198

 
212

 
1,395

 

 
106

 
1,518

 
6,429

Other operating expenses
750

 
903

 
327

 
688

 
5

 
8,597

 
11,270

Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value adjustments, net

 

 

 

 

 
(2,462
)
 
(2,462
)
Interest expense, net
(147
)
 
(125
)
 
(231
)
 
(11
)
 
(246
)
 
(5,258
)
 
(6,018
)
Other, net
755

 
466

 
(33
)
 
64

 
60

 
(768
)
 
544

Income and mining tax (expense) benefit
(3,646
)
 
(463
)
 

 
(1,036
)
 
943

 
485

 
(3,717
)
Income (loss) from continuing operations
$
18,815

 
$
3,187

 
$
(6,919
)
 
$
5,558

 
$
646

 
$
(18,357
)
 
$
2,930

Income (loss) from discontinued operations
$

 
$

 
$

 
$

 
$

 
$

 
$

Segment assets(2)
$
373,310

 
$
253,638

 
$
215,753

 
$
99,878

 
390,155

 
$
115,170

 
$
1,447,904

Capital expenditures
$
9,479

 
$
669

 
$
10,708

 
$
1,162

 
19,045

 
$
102

 
$
41,165

(1) Excludes amortization
(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests
Six months ended June 30, 2019
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
Silvertip
 
Other
 
Total
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Gold sales
$
65,516

 
$
22,248

 
$
85,447

 
$
43,879

 
$

 
$

 
$
217,090

Silver sales
47,031

 
29,574

 

 
406

 
8,066

 

 
85,077

Zinc sales

 

 

 

 
8,238

 

 
8,238

Lead sales

 

 

 

 
6,588

 

 
6,588

Metal sales
112,547

 
51,822

 
85,447

 
44,285

 
22,892

 

 
316,993

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)
69,740

 
47,147

 
61,308

 
32,858

 
52,545

 

 
263,598

Amortization
28,740

 
8,000

 
24,264

 
4,906

 
18,304

 
866

 
85,080

Exploration
2,150

 
186

 
2,505

 

 
731

 
3,861

 
9,433

Other operating expenses
2,471

 
2,308

 
681

 
1,417

 
627

 
18,488

 
25,992

Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value adjustments, net

 

 

 

 

 
3,824

 
3,824

Interest expense, net
(248
)
 
(312
)
 
(539
)
 
(49
)
 
(587
)
 
(11,544
)
 
(13,279
)
Other, net
(1,614
)
 
16

 
(3
)
 
325

 
(221
)
 
2,200

 
703

Income and mining tax (expense) benefit
946

 
(670
)
 

 
(477
)
 
17,340

 
(2,935
)
 
14,204

Income (loss) from continuing operations
$
8,530


$
(6,785
)
 
$
(3,853
)

$
4,903


$
(32,783
)
 
$
(31,670
)

$
(61,658
)
Income (loss) from discontinued operations
$

 
$

 
$

 
$

 
$

 
$
5,693

 
$
5,693

Segment assets(2)
$
357,415

 
$
274,406

 
$
214,096

 
$
104,070

 
$
415,333

 
$
170,145

 
$
1,535,465

Capital expenditures
$
16,242

 
$
7,417

 
$
14,231

 
$
602

 
$
9,097

 
$
598

 
$
48,187


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



10

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

Six months ended June 30, 2018
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
Silvertip
 
Other
 
Total
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Gold sales
$
72,327

 
$
30,455

 
$
72,035

 
$
52,870

 

 
$

 
$
227,687

Silver sales
68,454

 
36,710

 

 
403

 

 

 
105,567

Metal sales
140,781

 
67,165

 
72,035

 
53,273

 

 

 
333,254

Costs and Expenses
 
 
 
 
 
 
 
 
 
 


 
 
Costs applicable to sales(1)
61,406

 
48,756

 
62,857

 
34,567

 

 

 
207,586

Amortization
30,958

 
9,624

 
13,158

 
6,010

 

 
486

 
60,236

Exploration
7,168

 
245

 
2,985

 
10

 
106

 
2,598

 
13,112

Other operating expenses
1,481

 
1,787

 
648

 
1,353

 
25

 
19,005

 
24,299

Other income (expense)
 
 
 
 
 
 
 
 
 
 


 
 
Fair value adjustments, net

 

 



 

 
2,192

 
2,192

Interest expense, net
(266
)

(223
)
 
(474
)

(23
)
 
(656
)
 
(10,341
)
 
(11,983
)
Other, net
(1,389
)

426

 
(70
)

43

 
422

 
1,625

 
1,057

Income and mining tax (expense) benefit
(16,089
)

(834
)
 


(1,675
)
 
1,778

 
1,154

 
(15,666
)
Income (loss) from continuing operations
$
22,024


$
6,122


$
(8,157
)

$
9,678


$
1,413

 
$
(27,459
)
 
$
3,621

Income (loss) from discontinued operations
$

 
$

 
$

 
$

 

 
$
550

 
$
550

Segment assets(2)
$
373,310

 
$
253,638

 
$
215,753

 
$
99,878

 
390,155

 
$
115,170

 
$
1,447,904

Capital expenditures
$
18,772

 
$
3,302

 
$
22,072

 
$
1,506

 
37,674

 
$
184

 
$
83,510

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

Assets
June 30, 2019

December 31, 2018
Total assets for reportable segments
$
1,535,465

 
$
1,550,671

Cash and cash equivalents
37,907

 
115,081

Other assets
103,858


46,748

Total consolidated assets
$
1,677,230


$
1,712,500



Geographic Information
Long-Lived Assets
June 30, 2019

December 31, 2018
Mexico
$
332,113

 
$
342,007

United States
506,981

 
515,649

Canada
397,825

 
404,185

Other
7,846

 
8,177

Total
$
1,244,765


$
1,270,018



Revenue
Three Months Ended June 30,
 
Six Months Ended June 30,
2019
 
2018
 
2019
 
2018
United States
$
90,855

 
$
99,243

 
$
181,554

 
$
192,473

Mexico
59,322

 
70,744

 
112,547

 
140,781

Canada
11,946

 

 
22,892

 

Total
$
162,123

 
$
169,987

 
$
316,993


$
333,254


    
    

11

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

NOTE 4 – RECEIVABLES
Receivables consist of the following:
In thousands
June 30, 2019
 
December 31, 2018
Current receivables:
 
 
 
Trade receivables
$
8,754

 
$
5,147

Value added tax receivable
18,831

 
18,609

Income tax receivable
10,484

 
6

Manquiri Notes Receivable

 
5,487

Other
426

 
495

 
$
38,495

 
$
29,744

Non-current receivables:
 
 
 
Value added tax (“VAT”) receivable(1)
$
27,537

 
$
26,817

RMC Receivable(2)
4,334

 
4,334

 
31,871

 
31,151

Total receivables
$
70,366

 
$
60,895


(1) Represents VAT that was paid to the Mexican Government associated with Coeur Mexicana’s prior royalty agreement with a subsidiary of Franco-Nevada Corporation. The Company continues to pursue recovery from the Mexican government (including through ongoing litigation).
(2) In November 2018, Republic Metals Corp. (“RMC”), a U.S.-based precious metals refiner, filed Chapter 11 bankruptcy. Approximately 0.4 million ounces of Coeur’s silver and 6,500 ounces of Coeur’s gold was impacted by RMC’s bankruptcy filing. 

NOTE 5 – INVENTORY AND ORE ON LEACH PADS
Inventory consists of the following:
In thousands
June 30, 2019
 
December 31, 2018
Inventory:
 
 
 
Concentrate
$
8,478

 
$
10,772

Precious metals
14,846

 
20,761

Supplies
35,724

 
34,746

 
59,048

 
66,279

Ore on leach pads:
 
 
 
Current
72,310

 
75,122

Non-current
76,910

 
66,964

 
149,220

 
142,086

Total inventory and ore on leach pads
$
208,268

 
$
208,365


In the first half of 2019, Silvertip recognized a $27.3 million write-down of metal inventory as a result of lower than expected production levels, grades and recovery rates as well as reduced process plant availability. It is possible that additional write-downs will be required as the Company works to optimize operations at Silvertip.

NOTE 6 – INVESTMENTS
Equity and Debt Securities
The Company makes strategic investments in equity and debt securities of silver and gold exploration and development companies.
 
At June 30, 2019
In thousands
Cost
 
Gross
Unrealized
Losses
 
Gross
Unrealized
Gains
 
Estimated
Fair Value
Equity Securities
 
 
 
 
 
 
 
Metalla Royalty & Streaming Ltd.
$
10,985

 
$

 
$
6,528

 
$
17,513

Rockhaven Resources, Ltd.
2,064

 
(502
)
 

 
1,562

Other
1,305

 
(923
)
 

 
382

Equity securities
$
14,354

 
$
(1,425
)
 
$
6,528

 
$
19,457



12

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



 
At December 31, 2018
In thousands
Cost
 
Gross
Unrealized
Losses
 
Gross
Unrealized
Gains
 
Estimated
Fair Value
Equity Securities
 
 
 
 
 
 
 
Metalla Royalty & Streaming Ltd.
$
10,695

 
$

 
$
2,852

 
$
13,547

Rockhaven Resources, Ltd.
2,064

 
(452
)
 

 
1,612

Other
1,376

 
(946
)
 

 
430

Equity securities
$
14,135

 
$
(1,398
)
 
$
2,852

 
$
15,589

 
 
 
 
 
 
 
 
Debt Securities
 
 
 
 
 
 
 
Metalla Royalty & Streaming Ltd.
$
2,271

 
$
(54
)
 
$

 
$
2,217

 
 
 
 
 
 
 
 
Equity and debt securities
$
16,406

 
$
(1,452
)
 
$
2,852

 
$
17,806


    
The Company performs a quarterly assessment on its debt securities with unrealized losses to determine if the securities are other than temporarily impaired. At June 30, 2019, the Company had no remaining investments in debt securities.

NOTE 7 – LEASES
ROU Assets and Liabilities
The following table summarizes quantitative information pertaining to the Company’s finance and operating leases.
 
Three Months Ended
 
Six Months Ended
In thousands
June 30, 2019
 
June 30, 2019
Lease Cost
 
 
 
ROU operating lease cost
$
2,666

 
$
6,115

 
 
 
 
Short-term operating lease cost
$
3,734

 
$
6,485

 
 
 
 
Finance Lease Cost:
 
 
 
Amortization of ROU assets
$
4,418

 
$
9,912

Interest on lease liabilities
1,142

 
2,249

Total finance lease cost
$
5,560

 
$
12,161

Supplemental cash flow information related to leases was as follows:
 
Three Months Ended
 
Six Months Ended
In thousands
June 30, 2019
 
June 30, 2019
Other Information
 
 
 
Cash paid for amounts included in the measurement of lease liabilities
 
 
 
Operating cash flows from operating leases
$
6,400

 
$
12,610

Operating cash flows from finance leases
$
1,142

 
$
2,249

Financing cash flows from finance leases
$
8,812

 
$
16,273



13

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

Supplemental balance sheet information related to leases was as follows:
In thousands
June 30, 2019
Operating Leases
 
Other assets, non-current
$
60,139

 
 
Accrued liabilities and other
$
13,207

Other long-term liabilities
45,796

Total operating lease liabilities
$
59,003

 
 
Finance Leases
 
Property and equipment, gross
$
111,462

Accumulated depreciation
(31,005
)
Property and equipment, net
$
80,457

 
 
Debt, current
$
21,772

Debt, non-current
48,968

Total finance lease liabilities
$
70,740

 
 
Weighted Average Remaining Lease Term
 
Weighted-average remaining lease term - finance leases
1.82 years

Weighted-average remaining lease term - operating leases
5.19 years

 
 
Weighted Average Discount Rate
 
Weighted-average discount rate - finance leases
5.90
%
Weighted-average discount rate - operating leases
5.19
%

Minimum future lease payments under finance and operating leases with terms longer than one year are as follows:
At June 30, (In thousands)
 
 
 
Operating leases
Finance leases
2019
$
6,864

$
12,474

2020
13,261

24,880

2021
13,048

23,675

2022
13,031

11,418

2023
12,553

5,389

Thereafter
8,605

1,061

Total
$
67,362

$
78,897

Less: imputed interest
(8,359
)
(8,157
)
Net lease obligation
$
59,003

$
70,740



NOTE 8 – DEBT
 
June 30, 2019
 
December 31, 2018
In thousands
Current
 
Non-Current
 
Current
 
Non-Current
2024 Senior Notes, net(1)
$

 
$
246,237

 
$

 
$
245,854

Revolving Credit Facility(2)

 
53,000

 

 
135,000

Finance lease obligations
21,772

 
48,968

 
24,937

 
53,035

 
$
21,772

 
$
348,205

 
$
24,937

 
$
433,889


(1) Net of unamortized debt issuance costs of $3.8 million and $4.1 million at June 30, 2019 and December 31, 2018, respectively.
(2) Unamortized debt issuance costs of $2.7 million and $2.2 million at June 30, 2019 and December 31, 2018, respectively, included in Other Non-Current Assets.
2024 Senior Notes
In May 2017, the Company completed an offering of $250.0 million in aggregate principal amount of 5.875% Senior

14

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

Notes due 2024 (“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, followed by an exchange offer for publicly-traded 2024 Senior Notes. For more details, please see Note 18 -- Debt contained in the 2018 10-K.
Revolving Credit Facility
At June 30, 2019, the Company had $197.0 million available under its $250.0 million revolving credit facility (the “RCF”). At June 30, 2019, the interest rate on the outstanding principal of the RCF was 5.9%. The Company has entered into interest rate swap derivative instruments that swap $75.0 million of variable rate debt to fixed rate debt (see Note 13 -- Derivative Financial Instruments).
On April 30, 2019, the Company and Bank of America, N.A., as administrative agent for the RCF lenders, entered into the Second Amendment to Credit Agreement (the “Amendment”). Among other items, the Amendment (1) modifies the financial covenants to (A) provide greater flexibility under the consolidated net leverage ratio requirement through the September 30, 2019 test date, with the ratio returning to the original level as outlined in the RCF starting with the December 31, 2019 test date, and (B) include an additional financial covenant tied to senior secured leverage and (2) increases the interest rate on borrowings under the RCF by 0.75% during periods of elevated consolidated net leverage. On August 6, 2019, the Company entered into the Third Amendment to Credit Agreement (the “Third Amendment”). The Third Amendment, among other items, modifies the financial covenants to provide greater flexibility under the consolidated interest coverage ratio requirement as of the June 30, 2019 test date, with the ratio returning to the original level as outlined in the RCF starting with the September 30, 2019 test date.
Finance Lease Obligations
From time to time, the Company acquires mining equipment and facilities under finance lease agreements. In the six months ended June 30, 2019 the Company entered into new lease financing arrangements primarily for mining equipment at Silvertip and Wharf. All capital lease obligations are recorded, upon lease inception, at the present value of future minimum lease payments. See Note 7 -- Leases for additional qualitative and quantitative disclosures related to finance leasing arrangements.
Interest Expense
 
Three Months Ended June 30,
 
Six Months Ended June 30,
In thousands
2019
 
2018
 
2019
 
2018
2024 Senior Notes
$
3,671

 
$
3,672

 
$
7,344

 
$
7,344

Revolving Credit Facility
1,953

 
1,369

 
3,806

 
2,521

Finance lease obligations
1,142

 
515

 
2,249

 
1,039

Amortization of debt issuance costs
390

 
324

 
732

 
649

Accretion of Silvertip contingent consideration
180

 
327

 
359

 
651

Other debt obligations
2

 
6

 
2


114

Capitalized interest
(513
)
 
(195
)
 
(1,213
)
 
(335
)
Total interest expense, net of capitalized interest
$
6,825

 
$
6,018

 
$
13,279

 
$
11,983


    



15

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

NOTE 9 – RECLAMATION
Reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties. On an ongoing basis, management evaluates its estimates and assumptions, and future expenditures could differ from current estimates.
Changes to the Company’s asset retirement obligations for its operating sites are as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
In thousands
2019
 
2018
 
2019
 
2018
Asset retirement obligation - Beginning

$135,741

 

$120,848

 
$
133,508

 
$
118,799

Accretion
2,959

 
2,766

 
5,854

 
5,311

Settlements
(1,155
)
 
(707
)
 
(1,817
)
 
(1,203
)
Asset retirement obligation - Ending

$137,545

 

$122,907

 
$
137,545

 
$
122,907


The Company accrued $2.1 million and $2.0 million at June 30, 2019 and December 31, 2018, respectively, for reclamation liabilities related to former mining activities, which are included in Reclamation.

NOTE 10 - INCOME AND MINING TAXES
The following table summarizes the components of Income and mining tax (expense) benefit for the three and six months ended June 30, 2019 and 2018 by significant jurisdiction:

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
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
$
(16,835
)
$
(1,399
)
 
$
(11,334
)
$
(2,309
)
 
$
(22,882
)
$
(3,561
)
 
$
(10,147
)
$
(1,792
)
Canada
(27,568
)
7,547

 
(2,155
)
1,199

 
(54,093
)
17,339

 
(3,909
)
2,044

Mexico
2,292

(600
)
 
20,542

(2,499
)
 
1,521

424

 
33,669

(15,821
)
Other jurisdictions
(199
)
(2
)

(406
)
(108
)

(408
)
2


(326
)
(97
)
 
$
(42,310
)
$
5,546

 
$
6,647

$
(3,717
)
 
$
(75,862
)
$
14,204

 
$
19,287

$
(15,666
)

During the second quarter of 2019, the Company reported estimated income and mining tax benefit of approximately $5.6 million, resulting in an effective tax rate of 13.1%. This compares to income tax expense of $3.7 million for an effective tax rate of 55.9% during the second quarter of 2018. The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) foreign exchange rates; (iv) mining taxes and (v) the non-recognition of tax assets. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company ultimately will be more likely than not able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of factors that impact the Company’s ability to realize its deferred tax assets. For additional information, please see the section titled “Risk Factors” in the 2018 10-K.
The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The statute of limitations remains open from 2015 forward for the U.S. federal jurisdiction and from 2011 forward for certain other foreign jurisdictions. As a result of statutes of limitation that will begin to expire within the next twelve months in various jurisdictions and possible settlements of audit-related issues with taxing authorities in various jurisdictions with respect to which none of the issues are individually significant, the Company believes that it is reasonably possible that the total amount of its net unrecognized income tax benefits will decrease between $2.5 million and $3.5 million in the next twelve months.
At June 30, 2019 and December 31, 2018, the Company had $2.7 million and $3.8 million of total gross unrecognized tax benefits from continuing operations, respectively, that, if recognized, would positively impact the Company’s effective income tax rate. The Company’s continuing practice is to recognize potential interest and/or penalties related to unrecognized tax benefits

16

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

as part of its income tax expense. At June 30, 2019 and December 31, 2018, the amount of accrued income-tax-related interest and penalties was $2.2 million and $3.7 million, respectively.

NOTE 11 – STOCK-BASED COMPENSATION
The Company has stock incentive plans for executives, directors 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, 2019 was $2.0 million and $4.2 million, respectively, compared to $1.8 million and $4.6 million for the three and six months ended June 30, 2018, respectively. At June 30, 2019, there was $9.3 million of unrecognized stock-based compensation cost which is expected to be recognized over a weighted-average remaining vesting period of 1.7 years.
The following table summarizes the grants awarded during the six months ended June 30, 2019:
Grant date
 
Restricted
stock
 
Grant date fair
value of
restricted stock
 
Performance
shares
 
Grant date fair
value of
performance
shares
February 5, 2019
 
435,173

 
$
5.08

 
628,943

 
$
5.54

February 19, 2019
 
854,058

 
$
5.17

 
80,850

 
$
5.54

May 1, 2019
 
87,775

 
$
3.42

 
 
 
 
June 12, 2019
 
102,373

 
$
3.21

 
 
 
 


NOTE 12 – FAIR VALUE MEASUREMENTS
 
Three Months Ended June 30,
 
Six Months Ended June 30,
In thousands
2019
 
2018
 
2019
 
2018
Unrealized gain (loss) on equity securities
$
(5,548
)
 
$
(8,028
)
 
$
3,637

 
$
(3,185
)
Realized gain (loss) on equity securities
384

 
5,535

 
375

 
5,202

Zinc options

 
219

 

 
363

Interest rate swap, net
(132
)
 
(188
)
 
(188
)
 
(188
)
Fair value adjustments, net
$
(5,296
)
 
$
(2,462
)
 
$
3,824

 
$
2,192


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, 2019
In thousands
Total
 
Level 1
 
Level 2
 
Level 3  
Assets:
 
 
 
 
 
 
 
Equity securities
$
19,457

 
$
19,457

 
$

 
$

Other derivative instruments, net
926

 

 
926

 

 
$
20,383

 
$
19,457

 
$
926

 
$

Liabilities:
 
 
 
 
 
 
 
Silvertip contingent consideration
$
49,635

 
$

 
$

 
$
49,635

Other derivative instruments, net
2,660

 

 
2,660

 

 
$
52,295

 
$

 
$
2,660

 
$
49,635


 

17

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

 
Fair Value at December 31, 2018
In thousands
Total
 
Level 1
 
Level 2
 
Level 3  
Assets:
 
 
 
 
 
 
 
Equity and debt securities
$
17,806

 
$
15,589

 
$

 
$
2,217

Other derivative instruments, net
914

 

 
914

 

 
$
18,720

 
$
15,589

 
$
914

 
$
2,217

Liabilities:
 
 
 
 
 
 
 
Silvertip contingent consideration
$
49,276

 
$

 
$

 
$
49,276

Other derivative instruments, net
644

 

 
644

 

 
$
49,920

 
$

 
$
644

 
$
49,276


The Company’s investments in equity securities are recorded at fair market value in the financial statements based primarily on quoted market prices. Such instruments are classified within Level 1 of the fair value hierarchy. Quoted market prices are not available for certain debt securities; these securities are valued using pricing models, which require the use of observable and unobservable inputs, and are classified within Level 3 of the fair value hierarchy.
The Company’s other derivative instruments, net, include concentrate and certain doré sales contracts, zinc hedges, and an interest rate swap which are valued using pricing models with inputs derived from observable market data, including contractual terms, forward market prices, yield curves, credit spreads, and other unobservable inputs. The model inputs can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.
In July 2017, the Company sold the Endeavor Silver Stream and remaining non-core royalties to Metalla Royalty & Streaming Ltd. (“Metalla”) for total consideration of $13.0 million, including a $6.7 million convertible debenture. The convertible debenture was due to mature in June 30, 2027, however, through a combination of principal repayments and conversions into Metalla shares, the convertible debenture was extinguished in February 2019.
In October 2017, the Company acquired the Silvertip mine from shareholders of JDS Silver Holdings Ltd (the “Silvertip Acquisition”). The consideration for the Silvertip Acquisition includes two $25.0 million contingent payments, which are payable in cash and common stock upon reaching a future permitting milestone and resource declaration milestone, respectively. The fair value of the Silvertip contingent consideration is estimated based on an estimated discount rate of 2.5% for the contingent permitting payment and 2.9% for the contingent resource declaration payment and is classified within Level 3 of the fair value hierarchy.
No assets or liabilities were transferred between fair value levels in the six months ended June 30, 2019.
The following tables present the changes in the fair value of the Company's Level 3 financial assets and liabilities for the three and six months ended June 30, 2019:
 
Three Months Ended June 30, 2019
In thousands
Balance at the beginning of the period
 
Revaluation
 
Settlements
 
Accretion
 
Balance at the
end of the
period
Liabilities:
 
 
 
 
 
 
 
 
 
Silvertip contingent consideration
$
49,455

 
$

 
$

 
$
180

 
$
49,635

 
Six Months Ended June 30, 2019
In thousands
Balance at the beginning of the period
 
Revaluation
 
Settlements
 
Accretion
 
Balance at the
end of the
period
Assets:
 
 
 
 
 
 
 
 
 
Equity and debt securities
$
2,217

 
$
59

 
$
(2,276
)
 
$

 
$

Liabilities:
 
 
 
 
 
 
 
 
 
Silvertip contingent consideration
$
49,276

 
$

 
$

 
$
359

 
$
49,635



18

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

The fair value of financial assets and liabilities carried at book value in the financial statements at June 30, 2019 and December 31, 2018 is presented in the following table:
 
June 30, 2019
In thousands
Book Value
 
Fair Value
 
Level 1
 
Level 2
 
Level 3  
Liabilities:
 
 

 
 
 
 
 
 
2024 Senior Notes(1)
$
246,237

 
$
240,184

 
$

 
$
240,184

 
$

RCF(2)
$
53,000

 
$
53,000

 
$

 
$
53,000

 
$


(1) Net of unamortized debt issuance costs of $3.8 million.
(2) Unamortized debt issuance costs of $2.7 million included in Other Non-Current Assets.
 
December 31, 2018
In thousands
Book Value
 
Fair Value
 
Level 1
 
Level 2
 
Level 3  
Assets:
 
 
 
 
 
 
 
 
 
Manquiri Notes Receivable
$
5,487

 
$
5,487

 
$

 
$

 
$
5,487

Liabilities:
 
 
 
 
 
 
 
 
 
2024 Senior Notes(1)
$
245,854

 
$
220,446

 
$

 
$
220,446

 
$

RCF(2)
$
135,000

 
$
135,000

 
$

 
$
135,000

 
$


(1) Net of unamortized debt issuance costs of $4.1 million.
(2) Unamortized debt issuance costs of $2.2 million included in Other Non-Current Assets.
The fair value of the Manquiri Notes Receivable (as defined below) was determined using a discounted cash flow model using a 12% discount rate which takes into consideration the increased credit risk and short duration of the Manquiri Notes Receivable. The fair value is estimated based on observable and unobservable data including yield curves and credit spreads, therefore, the Company classifies the Manquiri Notes Receivable in Level 3 of the fair value hierarchy; see Note 18 -- Discontinued Operations for additional detail.
The fair value of the 2024 Senior Notes was estimated using quoted market prices. The fair value of the RCF approximates book value as the liability is secured, has a variable interest rate, and lacks significant credit concerns.

NOTE 13 – DERIVATIVE FINANCIAL INSTRUMENTS
Provisional Metal Sales
The Company enters into sales contracts with third-party smelters, refiners and off-take customers which, in some cases, provide for a provisional payment based upon preliminary assays and quoted metal prices. The provisionally priced sales contracts contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable recorded at the forward price at the time of sale. The embedded derivatives do not qualify for hedge accounting and are marked to market through earnings each period until final settlement.
Interest Rate Swap
The Company enters into interest rate swap contracts in which it receives variable-rate interest and pays fixed-rate interest. The Company uses these instruments to manage its exposure to changes in interest rates related to its RCF (see Note 8-- Debt) and does not designate the instruments as hedges from an accounting standpoint and does not apply hedge accounting. The notional amount is used to measure interest to be paid or received.
During the second quarter, an interest rate swap derivative instrument, with a notional amount of $50.0 million, expired and was replaced with an instrument with a notional amount of $75.0 million, which became effective in June 2019 and covers a contractual term of six months and net settles monthly.

19

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

At June 30, 2019, the Company had the following derivative instruments that settle as follows:
In thousands except average prices and notional ounces
2019
 
Thereafter
Provisional silver sales contracts
$
10,423

 
$

Average silver price per ounce
$
15.22

 
$

Notional ounces
685,006

 

 
 
 
 
Provisional gold sales contracts
$
9,663

 
$

Average gold price per ounce
$
1,302

 
$

Notional ounces
7,424

 

 
 
 
 
Provisional zinc sales contracts
$
16,448

 
$

Average zinc price per pound
$
1.14

 
$

Notional pounds
14,401,624

 

 
 
 
 
Provisional lead sales contracts
$
7,964

 
$

Average lead price per pound
$
0.89

 
$

Notional pounds
8,996,543

 

 
 
 
 
Fixed interest rate swap payable
$
967

 
$

Fixed Interest rate
2.51
%
 

Notional dollars
$
75,000

 
$

 
 
 
 
Variable interest rate swap receivable
$
787

 
$

Average variable interest rate
2.49
%
 
$

Notional dollars
$
75,000

 
$


The following summarizes the classification of the fair value of the derivative instruments:
 
June 30, 2019
In thousands
Prepaid expenses and other
 
Accrued liabilities and other
Provisional metal sales contracts
$
926

 
$
2,480

Interest rate swaps

 
180

 
$
926

 
$
2,660

 
December 31, 2018
In thousands
Prepaid expenses and other
 
Accrued liabilities and other
Provisional metal sales contracts
$
784

 
$
644

Zinc options
113

 

Interest rate swaps
17

 

 
$
914

 
$
644



20

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

The following represent mark-to-market gains (losses) on derivative instruments for the three and six months ended June 30, 2019 and 2018, respectively (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
Financial statement line
Derivative
2019
 
2018
 
2019
 
2018
Revenue
Provisional metal sales contracts
$
(1,944
)
 
$
(273
)
 
$
(1,694
)
 
$
(20
)
Fair value adjustments, net
Zinc options

 
219

 

 
363

Fair value adjustments, net
Interest rate swaps
(132
)
 
(188
)
 
(188
)
 
(188
)
 
 
$
(2,076
)
 
$
(242
)
 
$
(1,882
)
 
$
155


Credit Risk
The credit risk exposure related to any derivative instrument is limited to the unrealized gains, if any, on outstanding contracts based on current market prices. To reduce counter-party credit exposure, the Company enters into contracts with institutions management deems credit-worthy and limits credit exposure to each institution. The Company does not anticipate non-performance by any of its counterparties.

NOTE 14 - OTHER, NET
Other, net consists of the following:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
In thousands
2019
 
2018
 
2019
 
2018
Foreign exchange gain (loss)
$
(468
)
 
$
(3,309
)
 
$
(1,133
)
 
$
(3,979
)
Mexico inflation adjustment

 
1,939

 

 
1,939

Interest income on notes receivable
18

 
573

 
199

 
821

Gain (loss) on sale of assets and investments
(72
)
 
586

 
(20
)
 
345

Other
1,165

 
755

 
1,657

 
1,931

Other, net
$
643

 
$
544

 
$
703

 
$
1,057




21

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

NOTE 15 – NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.
For the three and six months ended June 30, 2019, 3,241,533 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,1,528,162 and 1,563,841 common stock equivalents were excluded in the diluted earnings per share calculation for the three and six months ended June 30, 2018, respectively.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
In thousands except per share amounts
2019
 
2018
 
2019
 
2018
Net income (loss) available to common stockholders:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(36,764
)
 
$
2,930

 
$
(61,658
)
 
$
3,621

Income (loss) from discontinued operations

 

 
5,693

 
550

 
$
(36,764
)
 
$
2,930

 
$
(55,965
)
 
$
4,171

 
 
 
 
 
 
 
 
Weighted average shares:
 
 
 
 
 
 
 
Basic
207,809

 
185,183

 
205,103

 
184,777

Effect of stock-based compensation plans

 
2,305

 

 
2,780

Diluted
207,809


187,488


205,103


187,557

 
 
 
 
 
 
 
 
Basic income (loss) per share:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(0.18
)
 
$
0.02

 
$
(0.30
)
 
$
0.02

Income (loss) from discontinued operations

 

 
0.03

 

Basic(1)
$
(0.18
)
 
$
0.02

 
$
(0.27
)

$
0.02

 
 
 
 
 
 
 
 
Diluted income (loss) per share:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(0.18
)
 
$
0.02

 
$
(0.30
)
 
$
0.02

Income (loss) from discontinued operations

 

 
0.03

 

Diluted(1)
$
(0.18
)
 
$
0.02

 
$
(0.27
)

$
0.02


(1) Due to rounding, the sum of net income per share from continuing operations and discontinued operations may not equal net income per share.
On June 4, 2019, the Company completed a $50.0 million “at the market” offering of its common stock, par value $0.01 per share (the “Offering”). The Offering was conducted pursuant to an Equity Distribution Agreement, entered into on May 20, 2019 between the Company and Citigroup Global Markets Inc. as the sales agent. The Company sold a total of 16,630,444 shares of its common stock at an average price of $3.00 per share, raising net proceeds (after sales commissions) of $48.9 million. Proceeds from the Offering were used to repay the RCF.

NOTE 16 - SUPPLEMENTAL GUARANTOR INFORMATION
The following Consolidating Financial Statements are presented to satisfy disclosure requirements of Rule 3-10 of Regulation S-X resulting from the guarantees by Coeur Alaska, Inc., Coeur Explorations, Inc., Coeur Rochester, Inc., Coeur South America Corp., Wharf Resources (U.S.A.), Inc. and its subsidiaries, Coeur Capital, Inc., Coeur Sterling, Inc., Sterling Intermediate Holdco, Inc., and Coeur Sterling Holdings LLC (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.
        

22

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

CONDENSED CONSOLIDATING BALANCE SHEET
JUNE 30, 2019
In thousands
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
2,687

 
$
9,334

 
$
25,886

 
$

 
$
37,907

Receivables
(55
)
 
8,426

 
30,124

 

 
38,495

Ore on leach pads

 
72,310

 

 

 
72,310

Inventory

 
26,853

 
32,195

 

 
59,048

Prepaid expenses and other
4,726

 
1,158

 
6,182

 

 
12,066

 
7,358

 
118,081

 
94,387

 

 
219,826

NON-CURRENT ASSETS
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
2,424

 
175,694

 
120,808

 

 
298,926

Mining properties, net
4,753

 
230,515

 
710,571

 

 
945,839

Ore on leach pads

 
76,910

 

 

 
76,910

Restricted assets
1,462

 
206

 
7,062

 

 
8,730

Equity and debt securities
19,457

 

 

 

 
19,457

Receivables

 
1,300

 
30,571

 

 
31,871

Net investment in subsidiaries
540,528

 
161

 
(187
)
 
(540,502
)
 

Other
299,315

 
56,935

 
12,889

 
(293,468
)
 
75,671

TOTAL ASSETS
$
875,297

 
$
659,802

 
$
976,101

 
$
(833,970
)
 
$
1,677,230

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
Accounts payable
$
2,692

 
$
23,691

 
$
39,293

 
$

 
$
65,676

Other accrued liabilities
4,846

 
43,692

 
67,649

 

 
116,187

Debt

 
14,637

 
7,135

 

 
21,772

Reclamation

 
1,911

 
4,641

 

 
6,552

 
7,538

 
83,931

 
118,718

 

 
210,187

NON-CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
Debt
299,237

 
33,176

 
309,260

 
(293,468
)
 
348,205

Reclamation

 
86,112

 
47,015

 

 
133,127

Deferred tax liabilities
2,374

 
3,857

 
55,422

 

 
61,653

Other long-term liabilities
4,624

 
42,348

 
30,640

 

 
77,612

Intercompany payable (receivable)
(284,921
)
 
266,253

 
18,668

 

 

 
21,314

 
431,746

 
461,005

 
(293,468
)
 
620,597

STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Common stock
2,219

 
20,309

 
214,400

 
(234,709
)
 
2,219

Additional paid-in capital
3,492,736

 
165,108

 
2,063,251

 
(2,228,359
)
 
3,492,736

Accumulated deficit
(2,648,510
)
 
(41,292
)
 
(1,881,273
)
 
1,922,566

 
(2,648,509
)
Accumulated other comprehensive income (loss)

 

 

 

 

 
846,445

 
144,125

 
396,378

 
(540,502
)
 
846,446

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
875,297

 
$
659,802

 
$
976,101

 
$
(833,970
)
 
$
1,677,230



23

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

CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2018
In thousands
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
9,768

 
$
25,518

 
$
79,795

 
$

 
$
115,081

Receivables
5,333

 
5,505

 
18,906

 

 
29,744

Ore on leach pads

 
75,122

 

 

 
75,122

Inventory

 
31,678

 
34,601

 

 
66,279

Prepaid expenses and other
4,378

 
1,846

 
5,169

 

 
11,393

Assets held for sale

 

 

 

 

 
19,479

 
139,669

 
138,471

 

 
297,619

NON-CURRENT ASSETS
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
2,755

 
179,152

 
116,544

 

 
298,451

Mining properties, net
4,753

 
235,638

 
731,176

 

 
971,567

Ore on leach pads

 
66,964

 

 

 
66,964

Restricted assets
4,872

 
207

 
7,054

 

 
12,133

Equity and debt securities
17,797

 
9

 

 

 
17,806

Receivables

 
1,301

 
29,850

 

 
31,151

Net investment in subsidiaries
594,584

 
57

 
284

 
(594,925
)
 

Other
291,249

 
11,619

 
2,169

 
(288,228
)
 
16,809

TOTAL ASSETS
$
935,489

 
$
634,616

 
$
1,025,548

 
$
(883,153
)
 
$
1,712,500

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
Accounts payable
$
2,181

 
$
19,244

 
$
25,785

 

 
$
47,210

Other accrued liabilities
22,274

 
14,124

 
46,221

 

 
82,619

Debt

 
16,873

 
8,064

 

 
24,937

Reclamation

 
1,911

 
4,641

 

 
6,552

 
24,455

 
52,152

 
84,711

 

 
161,318

NON-CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
Debt
380,854

 
36,377

 
304,886

 
(288,228
)
 
433,889

Reclamation

 
84,092

 
44,902

 

 
128,994

Deferred tax liabilities
218

 
3,855

 
74,997

 

 
79,070

Other long-term liabilities
2,465

 
4,639

 
49,613

 

 
56,717

Intercompany payable (receivable)
(325,014
)
 
303,084

 
21,930

 

 

 
58,523

 
432,047

 
496,328

 
(288,228
)
 
698,670

STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Common stock
2,033

 
19,630

 
214,400

 
(234,030
)
 
2,033

Additional paid-in capital
3,443,082

 
164,506

 
2,043,869

 
(2,208,375
)
 
3,443,082

Accumulated deficit
(2,592,545
)
 
(33,719
)
 
(1,813,760
)
 
1,847,480

 
(2,592,544
)
Accumulated other comprehensive income (loss)
(59
)
 

 

 

 
(59
)
 
852,511

 
150,417

 
444,509

 
(594,925
)
 
852,512

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
935,489

 
$
634,616

 
$
1,025,548

 
$
(883,153
)
 
$
1,712,500



24

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

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED JUNE 30, 2019
In thousands
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
$

 
$
90,854

 
$
71,269

 
$

 
$
162,123

COSTS AND EXPENSES


 


 


 


 


Costs applicable to sales(1)

 
69,291

 
62,657

 

 
131,948

Amortization
219

 
18,726

 
24,259

 

 
43,204

General and administrative
5,982

 
570

 
1,198

 

 
7,750

Exploration
350

 
2,085

 
3,284

 

 
5,719

Pre-development, reclamation, and other
80

 
1,989

 
2,265

 

 
4,334

Total costs and expenses
6,631

 
92,661

 
93,663

 

 
192,955

OTHER INCOME (EXPENSE), NET

 

 

 

 

Fair value adjustments, net
(5,288
)
 
(8
)
 

 

 
(5,296
)
Other, net
5,093

 
273

 
(413
)
 
(4,310
)
 
643

Interest expense, net of capitalized interest
(5,815
)
 
(508
)
 
(4,812
)
 
4,310

 
(6,825
)
Total other income (expense), net
(6,010
)
 
(243
)
 
(5,225
)
 

 
(11,478
)
Income (loss) from continuing operations before income and mining taxes
(12,641
)
 
(2,050
)
 
(27,619
)
 

 
(42,310
)
Income and mining tax (expense) benefit
(311
)
 
(1,116
)
 
6,973

 

 
5,546

Income (loss) from continuing operations
(12,952
)
 
(3,166
)
 
(20,646
)
 

 
(36,764
)
Equity income (loss) in consolidated subsidiaries
(23,814
)
 
(212
)
 
(23
)
 
24,049

 

NET INCOME (LOSS)
$
(36,766
)
 
$
(3,378
)
 
$
(20,669
)
 
$
24,049

 
$
(36,764
)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:


 


 


 


 


Other comprehensive income (loss)

 

 

 

 

COMPREHENSIVE INCOME (LOSS)
$
(36,766
)
 
$
(3,378
)
 
$
(20,669
)
 
$
24,049

 
$
(36,764
)
(1) Excludes amortization.























25

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

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED JUNE 30, 2018
In thousands
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
$

 
$
99,243

 
$
70,744

 
$

 
$
169,987

COSTS AND EXPENSES
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)

 
77,935

 
30,311

 

 
108,246

Amortization
236

 
14,587

 
14,636

 

 
29,459

General and administrative
7,634

 
9

 
7

 

 
7,650

Exploration
326

 
2,799

 
3,304

 

 
6,429

Pre-development, reclamation, and other
204

 
1,988

 
1,428

 

 
3,620

Total costs and expenses
8,400

 
97,318

 
49,686

 

 
155,404

OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
 
 
Fair value adjustments, net
(2,356
)
 
(106
)
 

 

 
(2,462
)
Other, net
4,829

 
513

 
(902
)
 
(3,896
)
 
544

Interest expense, net of capitalized interest
(5,258
)
 
(367
)
 
(4,289
)
 
3,896

 
(6,018
)
Total other income (expense), net
(2,785
)
 
40

 
(5,191
)
 

 
(7,936
)
Income (loss) from continuing operations before income and mining taxes
(11,185
)
 
1,965

 
15,867

 

 
6,647

Income and mining tax (expense) benefit
(922
)
 
(1,388
)
 
(1,407
)
 

 
(3,717
)
Income (loss) from continuing operations
(12,107
)
 
577

 
14,460

 

 
2,930

Equity income (loss) in consolidated subsidiaries
15,036

 
(28
)
 
(246
)
 
(14,762
)
 

NET INCOME (LOSS)
$
2,929

 
$
549

 
$
14,214

 
$
(14,762
)
 
$
2,930

OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on marketable securities, net of tax
(87
)
 

 

 

 
(87
)
COMPREHENSIVE INCOME (LOSS)
$
2,842

 
$
549

 
$
14,214

 
$
(14,762
)
 
$
2,843

(1) Excludes amortization.

    


26

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

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2019
In thousands
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
$
(43,768
)
 
$
43,095

 
$
3,059

 
$
24,049

 
$
26,435

 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
Capital expenditures
(72
)
 
(7,820
)
 
(12,857
)
 

 
(20,749
)
Proceeds from the sale of assets

 
57

 

 

 
57

Sales of investments
1,102

 

 

 

 
1,102

Proceeds from notes receivable
2,000

 

 

 

 
2,000

Other
230

 
113

 
(66
)
 

 
277

Investments in consolidated subsidiaries
23,725

 
85

 
239

 
(24,049
)
 

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
26,985

 
(7,565
)
 
(12,684
)
 
(24,049
)
 
(17,313
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Issuance of common stock
48,887

 

 

 

 
48,887

Payments on debt, capital leases, and associated costs
(82,702
)
 
(5,753
)
 
(2,357
)
 

 
(90,812
)
Net intercompany financing activity
41,479

 
(30,949
)
1

(10,530
)
1


 

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
7,664

 
(36,702
)
 
(12,887
)
 

 
(41,925
)
Effect of exchange rate changes on cash and cash equivalents

 
(1
)
 
57

 

 
56

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(9,119
)
 
(1,173
)
 
(22,455
)
 

 
(32,747
)
Cash, cash equivalents and restricted cash at beginning of period
13,162

 
10,581

 
48,279

 

 
72,022

Cash, cash equivalents and restricted cash at end of period
$
4,043

 
$
9,408

 
$
25,824

 
$

 
$
39,275



































27

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

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 2018
In thousands
 
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
 
$
8,363

 
$
20,720

 
$
(15,615
)
 
$
(14,762
)
 
$
(1,294
)
 
 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(101
)
 
(12,537
)
 
(28,527
)
 

 
(41,165
)
Proceeds from the sale of assets
 
23

 
73

 

 

 
96

Purchase of investments
 
(39
)
 

 

 

 
(39
)
Sales of investments
 
10,753

 
388

 

 

 
11,141

Other
 
(79
)
 
109

 
(63
)
 

 
(33
)
Investments in consolidated subsidiaries
 
(15,037
)
 
28

 
247

 
14,762

 

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
 
(4,480
)
 
(11,939
)
 
(28,343
)
 
14,762

 
(30,000
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
Payments on debt, capital leases, and associated costs
 

 
(2,532
)
 
(1,841
)
 

 
(4,373
)
Net intercompany financing activity
 
(13,987
)
 
3,354

 
10,633

 

 

Other
 
(233
)
 

 

 

 
(233
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
 
(14,220
)
 
822

 
8,792

 

 
(4,606
)
Effect of exchange rate changes on cash and cash equivalents
 

 
(6
)
 
(169
)
 

 
(175
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
 
(10,337
)
 
9,597

 
(35,335
)
 

 
(36,075
)
Cash and cash equivalents at beginning of period
 
34,569

 
30,603

 
106,929

 

 
172,101

Cash and cash equivalents at end of period
 
$
24,232

 
$
40,200

 
$
71,594

 
$

 
$
136,026































28

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

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
SIX MONTHS ENDED JUNE 30, 2019
In thousands
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
$

 
$
181,553

 
$
135,440

 
$

 
$
316,993

COSTS AND EXPENSES
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)


 
141,313

 
122,285

 

 
263,598

Amortization
440

 
37,171

 
47,469

 

 
85,080

General and administrative
15,456

 
570

 
1,198

 

 
17,224

Exploration
686

 
3,209

 
5,538

 

 
9,433

Pre-development, reclamation, and other
240

 
3,932

 
4,596

 

 
8,768

Total costs and expenses
16,822

 
186,195

 
181,086

 

 
384,103

OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
 
 
Fair value adjustments, net
3,832

 
(8
)
 

 

 
3,824

Other, net
10,091

 
438

 
(1,213
)
 
(8,613
)
 
703

Interest expense, net of capitalized interest
(11,544
)
 
(900
)
 
(9,448
)
 
8,613

 
(13,279
)
Total other income (expense), net
2,379

 
(470
)
 
(10,661
)
 

 
(8,752
)
Income (loss) from continuing operations before income and mining taxes
(14,443
)
 
(5,112
)
 
(56,307
)
 

 
(75,862
)
Income and mining tax (expense) benefit
(2,388
)
 
(1,148
)
 
17,740

 

 
14,204

Income (loss) from continuing operations
(16,831
)
 
(6,260
)
 
(38,567
)
 

 
(61,658
)
Equity income (loss) in consolidated subsidiaries
(44,829
)
 
(630
)
 
260

 
45,199

 

Income (loss) from discontinued operations
5,693

 

 

 

 
5,693

NET INCOME (LOSS)
$
(55,967
)
 
$
(6,890
)
 
$
(38,307
)
 
$
45,199

 
$
(55,965
)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on debt securities, net of tax
59

 

 

 

 
59

COMPREHENSIVE INCOME (LOSS)
$
(55,908
)
 
$
(6,890
)
 
$
(38,307
)
 
$
45,199

 
$
(55,906
)
 































29

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

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
SIX MONTHS ENDED JUNE 30, 2018
In thousands
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
$

 
$
192,473

 
$
140,781

 
$

 
$
333,254

COSTS AND EXPENSES
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)

 
146,180

 
61,406

 

 
207,586

Amortization
482

 
28,792

 
30,962

 

 
60,236

General and administrative
16,431

 
12

 
11

 

 
16,454

Exploration
785

 
5,044

 
7,283

 

 
13,112

Pre-development, reclamation, and other
610

 
3,935

 
3,300

 

 
7,845

Total costs and expenses
18,308

 
183,963

 
102,962

 

 
305,233

OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
 
 
Fair value adjustments, net
2,590

 
(398
)
 

 

 
2,192

Other, net
9,304

 
376

 
(1,008
)
 
(7,615
)
 
1,057

Interest expense, net of capitalized interest
(10,341
)
 
(720
)
 
(8,537
)
 
7,615

 
(11,983
)
Total other income (expense), net
1,553

 
(742
)
 
(9,545
)
 

 
(8,734
)
Income (loss) from continuing operations before income and mining taxes
(16,755
)
 
7,768

 
28,274

 

 
19,287

Income and mining tax (expense) benefit
716

 
(2,508
)
 
(13,874
)
 

 
(15,666
)
Income (loss) from continuing operations
(16,039
)
 
5,260

 
14,400

 

 
3,621

Equity income (loss) in consolidated subsidiaries
19,200

 
(66
)
 
(416
)
 
(18,718
)
 

Income (loss) from discontinued operations
1,010

 
(284
)
 
(176
)
 

 
550

NET INCOME (LOSS)
$
4,171

 
$
4,910

 
$
13,808

 
$
(18,718
)
 
$
4,171

OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on debt securities, net of tax
(365
)
 

 

 

 
(365
)
COMPREHENSIVE INCOME (LOSS)
$
3,806

 
$
4,910

 
$
13,808

 
$
(18,718
)
 
$
3,806







































30

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

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2019
In thousands
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
$
(78,163
)
 
$
51,563

 
$
(8,010
)
 
$
45,199

 
$
10,589

 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
Capital expenditures
(110
)
 
(22,251
)
 
(25,826
)
 

 
(48,187
)
Proceeds from the sale of assets

 
810

 
94

 

 
904

Sales of investments
1,102

 

 

 

 
1,102

Proceeds from notes receivable
7,168

 

 

 

 
7,168

Other
2,032

 
113

 
(127
)
 

 
2,018

Investments in consolidated subsidiaries
44,740

 
85

 
374

 
(45,199
)
 

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
54,932

 
(21,243
)
 
(25,485
)
 
(45,199
)
 
(36,995
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Issuance of common stock
48,887

 

 

 

 
48,887

Issuance of notes and bank borrowings, net of issuance costs
15,000

 

 

 

 
15,000

Payments on debt, capital leases, and associated costs
(97,807
)
 
(10,140
)
 
(5,326
)
 

 
(113,273
)
Net intercompany financing activity
51,705

 
(36,306
)
 
(15,399
)
 

 

Other
(3,259
)
 

 

 

 
(3,259
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
14,526

 
(46,446
)
 
(20,725
)
 

 
(52,645
)
Effect of exchange rate changes on cash and cash equivalents

 
2

 
255

 

 
257

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(8,705
)
 
(16,124
)
 
(53,965
)
 

 
(78,794
)
Cash, cash equivalents and restricted cash at beginning of period
12,748

 
25,532

 
79,789

 

 
118,069

Cash, cash equivalents and restricted cash at end of period
$
4,043

 
$
9,408

 
$
25,824

 
$

 
$
39,275
































31

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

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2018
In thousands
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Cash provided by (used in) activities of continuing operations
$
425

 
$
26,115

 
$
6,425

 
$
(18,718
)
 
14,247

Cash provided by (used in) activities of discontinued operations

 

 
(2,690
)
 

 
(2,690
)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
425

 
26,115

 
3,735

 
(18,718
)
 
11,557

 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
Capital expenditures
(184
)
 
(26,878
)
 
(56,448
)
 

 
(83,510
)
Proceeds from the sale of assets
23

 
133

 

 

 
156

Purchase of investments
(400
)
 

 

 

 
(400
)
Sales of investments
11,820

 
940

 

 

 
12,760

Other
(79
)
 
109

 
(128
)
 

 
(98
)
Investments in consolidated subsidiaries
(19,199
)
 
65

 
416

 
18,718

 

Cash provided by (used in) activities of continuing operations
(8,019
)
 
(25,631
)
 
(56,160
)
 
18,718

 
(71,092
)
Cash provided by (used in) activities of discontinued operations

 

 
(28,470
)
 

 
(28,470
)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
(8,019
)
 
(25,631
)
 
(84,630
)
 
18,718

 
(99,562
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Issuance of notes and bank borrowings, net of issuance costs
15,000

 

 

 

 
15,000

Payments on debt, capital leases, and associated costs

 
(4,927
)
 
(17,895
)
 

 
(22,822
)
Net intercompany financing activity
(34,368
)
 
(7,592
)
 
41,960

 

 

Other
(4,839
)
 

 

 

 
(4,839
)
Cash provided by (used in) activities of continuing operations
(24,207
)
 
(12,519
)
 
24,065

 

 
(12,661
)
Cash provided by (used in) activities of discontinued operations

 

 
(22
)
 

 
(22
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
(24,207
)
 
(12,519
)
 
24,043

 

 
(12,683
)
Effect of exchange rate changes on cash and cash equivalents

 
(4
)
 
386

 

 
382

Less net cash provided by (used in) discontinued operations

 

 
(32,930
)
 

 
(32,930
)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(31,801
)
 
(12,039
)
 
(23,536
)
 

 
(67,376
)
Cash, cash equivalents and restricted cash at beginning of period
56,033

 
52,239

 
95,130

 

 
203,402

Cash, cash equivalents and restricted cash at end of period
$
24,232

 
$
40,200

 
$
71,594

 
$

 
$
136,026








32

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

NOTE 17 – COMMITMENTS AND CONTINGENCIES
Palmarejo Gold Stream
Coeur Mexicana, S.A. de C.V. (“Coeur Mexicana”), a subsidiary of Coeur, sells 50% of Palmarejo gold production (excluding production from certain properties acquired in 2015) to a subsidiary of Franco-Nevada Corporation (“Franco-Nevada”) 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. In accordance with generally accepted accounting principles, although Coeur Mexicana has satisfied its contractual obligation to repay the deposit to Franco-Nevada, the deposit is accounted for as deferred revenue and is recognized as revenue on a units of production basis as ounces are sold to Franco-Nevada. At June 30, 2019 the remaining unamortized balance was $12.2 million, which is included in Accrued liabilities and other and Other long-term liabilities on the Condensed Consolidated Balance Sheet.
Kensington Prepayment
In June 2019, Coeur entered into a transaction with an existing metal sales counterparty whereby it amended its existing sales and purchase contract for gold concentrate from its Kensington mine (the “Amended Sales Contract”) to allow for a $25.0 million prepayment for deliveries of gold concentrate from the Kensington mine. The $25.0 million is recognized as a deferred revenue liability and is presented in Accrued liabilities and other on the Condensed Consolidated Balance Sheet. Under the terms of the prepayment, Coeur maintains its exposure to the price of gold and expects to recognize the full value of the accrued liability by the end of 2019.
Silvertip Contingent Consideration
A total of up to $50.0 million of contingent consideration, payable in cash and common stock, is payable in conjunction with the Silvertip Acquisition. The contingent consideration is based on the achievement of two milestones, which the Company has determined to be probable at June 30, 2019. The first milestone payment of $25.0 million is contingent upon receipt of a permit expansion for a sustained mining and milling rate of 1,000 tonnes per day (the “Permit contingent consideration”). The permit application was required to be submitted to the British Columbia Ministry of Energy and Mining no later than June 2018 and was submitted on April 30, 2018. At June 30, 2019, the Company included the $25.0 million Permit contingent consideration in Accrued liabilities and other on the Condensed Consolidated Balance Sheet. The second milestone payment of up to $25.0 million is contingent upon the amount of resource tonnes added as of December 31, 2019. The former JDS Silver Holdings Ltd. shareholders will receive $5.0 million for a total resource of at least 2.5 million tonnes and $5.0 million for every 0.3 million tonnes over 2.5 million tonnes, up to 3.7 million tonnes (the “Resource contingent consideration”). The maximum payment of $25.0 million can be earned if the total resource (including reserves) reaches 3.7 million tonnes. The Silvertip mine’s total resource (including reserves) was approximately 3.3 million tonnes at December 31, 2018, of which 0.5 million tonnes are classified as inferred resources which are not included in the Company’s mineralized material total reported in the 2018 10-K. At June 30, 2019, the Company included the $24.6 million Resource contingent consideration in Accrued liabilities and other on the Condensed Consolidated Balance Sheet.

NOTE 18 – DISCONTINUED OPERATIONS
In December 2017, the Company and certain of its subsidiaries entered into a definitive agreement (as amended, the “Manquiri Agreement”) to sell all of the outstanding capital stock of Empresa Minera Manquiri S.A. (“Manquiri”), which is the operator of the San Bartolomé mine and processing facility (the “Manquiri Divestiture”). On February 28, 2018, the Manquiri Divestiture was completed, and, in accordance with the Manquiri Agreement, the capital stock in Manquiri was sold to Ag-Mining Investments, AB, a privately-held Swedish company (the “Buyer”), in exchange for, among other items, (A) 2.0% net smelter returns royalty on all metals processed through the San Bartolomé mine’s processing facility (the “NSR”) and (B) promissory notes payable by the Buyer with an aggregate principal amount equal to $27.6 million (the “Manquiri Notes Receivable”). In September 2018, the Company entered into a letter agreement (“Letter Agreement”) with the Buyer pursuant to which the total aggregate principal amount of the Manquiri Notes Receivable (as described in the 2018 10-K) was reduced to $25.0 million, and the Buyer made a concurrent cash payment of $15.0 million to the Sellers in respect of the Manquiri Notes Receivable. In addition, the Company also agreed to suspend the quarterly payments in respect of the NSR until October 15, 2019 and to forgo any rights to any value added tax refunds collected or received by Manquiri. 
On February 28, 2019, the parties executed a letter agreement (the “February Letter Agreement”), which amended certain terms of the Manquiri Agreement. Pursuant to the February Letter Agreement, the Buyer agreed to accelerate repayment of the remaining aggregate $6.0 million owed under the Manquiri Notes Receivable, by making a concurrent cash payment of $2.0 million to the Company in respect of the Manquiri Notes Receivable and agreeing to pay the remaining $4.0 million outstanding principal amount in two equal installments on March 31, 2019 and April 30, 2019, both of which were received. As of the date of the entry into the February Letter Agreement, the remaining obligations under the Manquiri Agreement (including post-closing

33

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

indemnification obligations) terminated. The Company recorded a $5.7 million gain on the sale Manquiri following the release of the indemnification liability (associated with termination of post-closing indemnification obligations) pursuant to the February Letter Agreement.
In addition, pursuant to the February Letter Agreement, until October 31, 2019 (the “Option Period”) the Buyer has a non-exclusive option (the “Option”) to either purchase or terminate its obligations to pay the NSR, by making a payment to Coeur of $4.8 million (the “NSR Payment Amount”). During the Option Period, the Company’s rights in respect of receipt of the NSR are suspended. If the Buyer does not exercise the Option and pay the NSR Payment Amount to Coeur during the Option Period, or if Coeur transfers the NSR to a third party, Buyer’s obligations to pay the NSR will resume for the quarterly period beginning on July 1, 2019 and ending September 30, 2019, and such payment shall be payable by the expiration of the Option Period.
The sale of Manquiri and the San Bartolomé mine had a significant effect on the Company's results and operations. Accordingly, San Bartolomé’s operations for the three and six months ended June 30, 2019 and 2018 are classified on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as Income (loss) from discontinued operations. The major classes of line items constituting the pretax profit or loss for the three and six months ended June 30, 2019 and 2018 are as follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Revenue
$

 
$

 
$

 
$
12,346

COSTS AND EXPENSES
 
 
 
 
 
 
 
Costs applicable to sales(1)

 

 

 
12,269

General and administrative

 

 

 
41

Pre-development, reclamation, and other

 

 

 
265

OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
Interest expense, net of capitalized interest

 

 

 
(3
)
Other, net

 

 

 
(260
)
Pretax profit (loss) on discontinued operations related to major classes of pretax profit (loss)

 

 

 
(492
)
Pretax gain on the disposal of the discontinued operation

 

 
5,693

 
1,525

Total pretax gain or loss on discontinued operations

 

 
5,693

 
1,033

Income and mining tax (expense) benefit

 

 

 
(483
)
Income (loss) from discontinued operations
$

 
$

 
$
5,693

 
$
550

(1) Excludes amortization.
Net cash used in operating activities from San Bartolomé were $2.7 million for the six months ended June 30, 2018. Net cash used in investing activities from San Bartolomé were $28.5 million for the six months ended June 30, 2018.

NOTE 19 – ADDITIONAL BALANCE SHEET DETAIL AND SUPPLEMENTAL CASH FLOW INFORMATION
Accrued liabilities and other consist of the following:
In thousands
June 30, 2019
 
December 31, 2018
Accrued salaries and wages
$
14,119

 
$
22,229

Silvertip contingent consideration
49,635

 
25,000

Deferred revenue (1)
26,616

 
3,164

Income and mining taxes
585

 
16,474

Accrued operating costs
7,084

 
10,524

Taxes other than income and mining
3,617

 
3,639

Accrued interest payable
1,324

 
1,589

Operating lease liabilities
13,207

 

Accrued liabilities and other
$
116,187

 
$
82,619


(1) See Note 17 -- Commitments and Contingencies for additional details on deferred revenue liabilities
    

34

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

    The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows for the three and six months ended June 30, 2019 and 2018:
In thousands
June 30, 2019
 
June 30, 2018
Cash and cash equivalents
$
37,907

 
$
123,539

Restricted cash equivalents
1,368

 
12,487

Total cash, cash equivalents and restricted cash shown in the statement of cash flows
$
39,275

 
$
136,026




35


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 Costs applicable to sales (“CAS”) split, referred to as the co-product method, based on revenue contribution for Palmarejo, Rochester and Silvertip and based on the primary metal, referred to as the by-product method, for Wharf. Revenue from secondary metal, silver at Wharf, is treated as a cost credit.
Overview
We are primarily a gold and silver producer with five operating mines located in the United States, Canada and Mexico and several exploration projects in North America.     
Second Quarter 2019 Highlights
Palmarejo recovery rates increased for gold and silver, which led to an increase in production of 22% and 36%, respectively, compared to the first quarter of 2019. On a year over year basis, lower gold and silver grades attributable to mine sequencing contributed to lower gold and silver production and higher costs applicable to sales per gold and silver ounce. Production began at the La Nación deposit, located between the Independencia and Guadalupe underground mines, shortly after the end of the second quarter. Production at La Nación is anticipated to continue ramping up during the third quarter as infrastructure projects are completed, adding approximately 400 tons per day of additional mill feed. Installation of a new thickener remains on budget and on schedule with commissioning activities currently underway. The project is expected to increase metallurgical recoveries for both gold and silver by approximately 2% and has an estimated one-year payback. Full-year 2019 gold and silver production guidance for Palmarejo remains unchanged.
Rochester gold and silver production decreased and costs applicable to sales per gold and silver ounce increased driven by lower ore placement rates due to the commissioning of the new crusher configuration. The Company successfully commissioned the enhanced crushing circuit, including the HPGR unit, and recommenced full mining and processing activities in early August 2019. Preliminary metallurgical test work from newly crushed and placed material indicate results in-line with expectations. The new crushing circuit is expected to improve silver recoveries and lower operating costs during the remainder of the year. The Company is maintaining full-year 2019 silver and gold production guidance for Rochester.
Kensington gold production increased and costs applicable to sales per gold ounce decreased driven by additional ore feed from the high-grade Jualin deposit. Ore from Jualin accounted for approximately 17% of Kensington’s gold production during the quarter. Jualin is expected to account for approximately 20% of Kensington’s total production in 2019. Increased production from Jualin is expected to contribute to higher production levels and lower unit costs for the remainder of 2019.
Wharf gold production decreased largely driven by lower grades, inclement weather, which diluted leach pad solutions, as well as lower crusher throughput. Costs applicable to sales per gold ounce increased due to lower production and higher outside services and processing costs. The Company has engaged a third-party contractor to crush an additional 300,000 tons of ore primarily during the third quarter to supplement operating activities. Production is anticipated to increase for the remainder of 2019 due to the placement of higher-grade ore late in the second quarter, which is expected to continue during the third and fourth quarters. The Company is maintaining full-year 2019 gold production guidance for Wharf. In June 2019, Coeur entered into a purchase option agreement (the “Option Agreement”) with Barrick for the Richmond Hill Project (the “Project”), which is located adjacent to Coeur’s Wharf mine in South Dakota. The option to acquire the Project provides a potential opportunity for Coeur to leverage existing infrastructure to further expand Wharf’s footprint and extend its mine life.

36


Production at Silvertip, which commenced commercial production in September 2018, was higher driven by higher tons milled, feed grades and recovery rates. Second quarter results at Silvertip represented the best period of operational performance since acquisition as silver, zinc and lead production increased 44%, 43% and 62%, respectively, compared to the first quarter of 2019 driven by significantly higher feed grades and recovery rates across all metals. The Company continues to execute key projects targeting mill availability, which are expected to drive further operational improvements throughout the remainder of the year. Recovery rates continue to trend upward, with recoveries averaging approximately 81%, 63% and 82% for silver, zinc and lead, respectively, during June. The permit amendment application to operate at a year-round mining and milling rate of 1,100 tons (1,000 metric tonnes) per day is expected to be received during the third quarter, which is later than originally expected, but does not have an impact on planned operations. The Company is maintaining full-year 2019 silver, zinc and production guidance for Silvertip.
On June 4, 2019, the Company completed its previously announced $50.0 million at-the-market common stock offering program, raising net proceeds (after sales commissions) of $48.9 million. The Company also amended an existing sales arrangement with a metal sales counterparty covering a portion of its gold concentrate from the Kensington mine in consideration for a $25.0 million prepayment. Together with cash and cash equivalents and proceeds from these transactions the Company repaid a total of $82.0 million of outstanding amounts under its Revolving Credit Facility (the “RCF”) and as of June 30, 2019 had $53.0 million outstanding.






37


Selected Financial and Operating Results
 
Three Months Ended June 30,
 
Six Months Ended June 30,
In thousands
2019
 
2018
 
2019
 
2018
Financial Results from Continuing Operations:
 
 
 
 
 
 
 
Gold sales
$
110,326

 
$
117,213

 
$
217,090

 
$
227,687

Silver sales
$
44,963

 
$
52,774

 
$
85,077

 
$
105,567

Zinc sales
$
2,604

 
$

 
$
8,238

 
$

Lead sales
$
4,230

 
$

 
$
6,588

 
$

Consolidated Revenue
$
162,123

 
$
169,987

 
$
316,993

 
$
333,254

Net income (loss)
$
(36,764
)
 
$
2,930

 
$
(61,658
)
 
$
3,621

Net income (loss) per share, diluted
$
(0.18
)
 
$
0.02

 
$
(0.30
)
 
$
0.02

Adjusted net income (loss)(1)
$
(22,985
)
 
$
1,061

 
$
(45,942
)
 
$
1,403

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

 
$
(0.22
)
 
$
0.01

EBITDA(1)
$
7,719

 
$
42,124

 
$
22,497

 
$
91,506

Adjusted EBITDA(1)
$
30,609

 
$
48,431

 
$
51,174

 
$
97,157

Operating Results from Continuing Operations:
 
 
 
 
 
 
 
Gold ounces produced
86,584

 
94,052

 
164,920

 
179,435

Silver ounces produced
3,061,493

 
3,203,899

 
5,551,927

 
6,386,009

Zinc pounds produced
5,321,714

 

 
9,040,727

 

Lead pounds produced
4,979,730

 

 
8,056,575

 

Gold ounces sold
86,385

 
94,455

 
171,711

 
181,608

Silver ounces sold
3,048,365

 
3,202,804

 
5,683,380

 
6,363,717

Zinc pounds sold
5,302,508

 

 
10,025,577

 

Lead pounds sold
5,185,634

 

 
7,933,481

 

Average realized price per gold ounce
$
1,277

 
$
1,241

 
$
1,264

 
$
1,254

Average realized price per silver ounce
$
14.75

 
$
16.48

 
$
14.97

 
$
16.59

Average realized price per zinc pound, gross
$
0.83

 
$

 
$
1.15

 
$

Average realized price per lead pound, gross
$
0.87

 
$

 
$
0.89

 
$

Financial and Operating Results from Discontinued Operations:(2)
 
 
 
 
 
 
 
Income (loss) from discontinued operations
$

 
$

 
$
5,693

 
$
550

Silver ounces produced

 

 

 
643,078

Gold ounces produced

 

 

 
78

Silver ounces sold

 

 

 
704,479

Gold ounces sold

 

 

 
292

(1)See “Non-GAAP Financial Performance Measures.”
(2)Reported production and financial results for the three months ended March 31, 2018 include operations through February 28, 2018.



38


Consolidated Financial Results
Three Months Ended June 30, 2019 compared to Three Months Ended June 30, 2018
Revenue
Revenue decreased by $7.9 million as a result of fewer gold (9%) and silver (5%) ounces sold coupled with a 10% decrease in average realized silver prices, partially offset by a 3% increase in average realized gold prices and the inclusion of sales from Silvertip, which commenced commercial production in September 2018. The Company sold 86,385 gold ounces, 3.0 million silver ounces, 5.3 million zinc pounds and 5.2 million lead pounds compared to 94,455 gold ounces and 3.2 million silver ounces in the prior year. Gold contributed 68% of sales, silver contributed 28%, zinc contributed 2% and lead contributed less than 2%, compared to 69% of sales from gold and 31% from silver.

The following table summarizes consolidated metal sales:
 
Three Months Ended June 30,
 
Increase
 
Percent
In thousands
2019
 
2018
 
(Decrease)
 
Change
Gold sales
$
110,326

 
$
117,213

 
$
(6,887
)
 
(6
)%
Silver sales
44,963

 
52,774

 
(7,811
)
 
(15
)%
Zinc sales
2,604

 

 
2,604

 
100
 %
Lead sales
4,230

 

 
4,230

 
100
 %
Metal sales
$
162,123

 
$
169,987

 
$
(7,864
)
 
(5
)%
Costs Applicable to Sales
Costs applicable to sales increased primarily due to the inclusion of sales from Silvertip, an $11.9 million write-down of inventory at Silvertip and higher unit costs at Palmarejo, Rochester and Wharf, primarily due to lower production. Full year 2019 unit costs are expected to remain within the guidance ranges disclosed in the 2018 10-K. For a complete discussion of costs applicable to sales, see Results of Operations below.
Amortization
Amortization increased $13.7 million, or 47%, resulting from the inclusion of Silvertip and higher sales at Kensington.
Expenses
General and administrative expenses remained comparable at $7.8 million.
Exploration expense decreased $0.7 million, or 11%, as a result of lower near-mine exploration costs at Palmarejo and Kensington, as well as lower greenfields explorations expense in the United States and Mexico, partially offset by exploration expense at the Sterling and Crown deposits located in southern Nevada. The Company completed 108,384 feet (33,035 meters) of resource expansion drilling and 42,769 feet (13,036 meters) of resource infill drilling in the second quarter of 2019 compared to 100,210 feet (30,544 meters) of resource expansion drilling and 152,078 feet (46,353 meters) of resource infill drilling in the second quarter of 2018. Exploration activities in the second quarter of 2019 focused on targets at Palmarejo, Kensington, Silvertip and the Sterling Gold Project. Drill programs at Rochester, Wharf and Silvertip are scheduled to commence in the third quarter.
Pre-development, reclamation, and other expenses increased $0.7 million, or 20%, stemming from higher asset retirement obligation accretion expense at Silvertip and pre-development expenses at the Sterling deposit.
Other Income and Expenses
Fair value adjustments, net, increased to a loss of $5.3 million from a loss of $2.5 million as a result of unfavorable fair value adjustments related to the Company’s equity investment in Metalla Royalty & Streaming Ltd. (“Metalla”), which has an estimated fair value of $17.5 million at June 30, 2019.
Interest expense (net of capitalized interest of $0.5 million) increased to $6.8 million from $6.0 million, due to higher average debt levels related to the RCF.

39


Income and Mining Taxes    
During the second quarter of 2019, the Company reported estimated income and mining tax benefit of approximately $5.5 million resulting in an effective tax rate of 13.1%. This compares to income tax expense of $3.7 million or an effective tax rate of 55.9% during the second quarter of 2018.
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,
 
2019
 
2018
In thousands
Income (loss) before tax
Tax (expense) benefit
 
Income (loss) before tax
Tax (expense) benefit
United States
$
(16,835
)
$
(1,399
)
 
$
(11,334
)
$
(2,309
)
Canada
(27,568
)
7,547

 
(2,155
)
1,199

Mexico
2,292

(600
)
 
20,542

(2,499
)
Other jurisdictions
(199
)
(2
)
 
(406
)
(108
)
 
$
(42,310
)
$
5,546

 
$
6,647

$
(3,717
)
The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) foreign exchange rates; (iv) mining taxes and (v) the non-recognition of tax assets. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company 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 section titled “Risk Factors” in the 2018 10-K.
Net Income (Loss) from Continuing Operations
Net loss from continuing operations was $36.8 million, or $0.18 per share, compared to net income of $2.9 million, or $0.02 per share. The decrease in net income from continuing operations was driven by lower sales and higher operating costs which included a write-down of $11.9 million of Silvertip metal inventory as a result of lower than expected production levels. Adjusted net loss was $23.0 million, or $0.11 per share, compared to adjusted net income of $1.1 million, or $0.01 per share (see “Non-GAAP Financial Performance Measures”).
Six Months Ended June 30, 2019 compared to Six Months Ended June 30, 2018
Revenue
Revenue decreased by $16.3 million as a result of fewer gold (5%) and silver (11%) ounces sold coupled with a 10% decrease in average realized gold and silver prices, respectively, partially offset by the inclusion of sales from Silvertip, which commenced commercial production in September 2018. The Company sold 171,711 gold ounces, 5.7 million silver ounces, 10.0 million zinc pounds and 7.9 million lead pounds compared to 181,608 gold ounces and 6.4 million silver ounces in the prior year. Gold contributed 67% of sales, silver contributed 27%, zinc contributed 3% and lead contributed less than 3%, compared to 68% of sales from gold and 32% from silver.

The following table summarizes consolidated metal sales:
 
Six Months Ended June 30,
 
Increase
 
Percent
In thousands
2019
 
2018
 
(Decrease)
 
Change
Gold sales
$
217,090

 
$
227,687

 
$
(10,597
)
 
(5
)%
Silver sales
85,077

 
105,567

 
(20,490
)
 
(19
)%
Zinc sales
8,238

 

 
8,238

 
100
 %
Lead sales
6,588

 

 
6,588

 
100
 %
Metal sales
$
316,993

 
$
333,254

 
$
(16,261
)
 
(5
)%

40


Costs Applicable to Sales
Costs applicable to sales increased primarily due to the inclusion of sales from Silvertip, a $27.3 million write-down of inventory at Silvertip and higher unit costs at Palmarejo, Rochester and Wharf, primarily due to lower production. Full year 2019 unit costs are expected to remain within the guidance ranges disclosed in the 2018 10-K. For a complete discussion of costs applicable to sales, see Results of Operations below.
Amortization
Amortization increased $24.8 million, or 41%, resulting from the inclusion of Silvertip and higher sales at Kensington.
Expenses
General and administrative expenses increased $0.8 million, or 5%, primarily due to higher legal fees.
Exploration expense decreased $3.7 million, or 28%, as a result of lower near-mine exploration costs at Palmarejo and Kensington, as well as lower greenfields explorations expense in the United States and Mexico, partially offset by exploration expense at the Sterling and Crown deposits located in southern Nevada. The Company completed 153,248 feet (46,710 meters) of resource expansion drilling and 105,171 feet (32,056 meters) of resource infill drilling in the first half of 2019 compared to 210,193 feet (64,067 meters) of resource expansion drilling and 237,136 feet (72,279 meters) of resource infill drilling in the first half of 2018. Exploration activities in the first half of 2019 focused on targets at Palmarejo, Kensington, Silvertip and the Sterling Gold Project. Drill programs at Rochester, Wharf and Silvertip are scheduled to commence in the third quarter.
Pre-development, reclamation, and other expenses increased $0.9 million, or 12%, stemming from higher asset retirement obligation accretion expense at Silvertip pre-development expenses at the Sterling deposit.
Other Income and Expenses
Fair value adjustments, net, increased to a gain of $3.8 million from a gain of $2.2 million as a result of favorable fair value adjustments related to the Company’s equity investment in Metalla, which has an estimated fair value of $17.5 million at June 30, 2019.
Interest expense (net of capitalized interest of $1.2 million) increased to $13.3 million from $12.0 million, due to higher average debt levels related to the RCF.
Income and Mining Taxes
During the first half of 2019, the Company reported estimated income and mining tax benefit of approximately $14.2 million resulting in an effective tax rate of 18.7%. This compares to income tax expense of $15.7 million or an effective tax rate of 81.2% during the first half of 2018.
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,
 
2019
 
2018
In thousands
Income (loss) before tax
Tax (expense) benefit
 
Income (loss) before tax
Tax (expense) benefit
United States
$
(22,882
)
$
(3,561
)
 
$
(10,147
)
$
(1,792
)
Canada
(54,093
)
17,339

 
(3,909
)
2,044

Mexico
1,521

424

 
33,669

(15,821
)
Other jurisdictions
(408
)
2

 
(326
)
(97
)
 
$
(75,862
)
$
14,204

 
$
19,287

$
(15,666
)
The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) foreign exchange rates; (iv) mining taxes and (v) the non-recognition of tax assets. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company 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

41


Company’s ability to realize its deferred tax assets. For additional information, please see the section titled “Risk Factors” in the 2018 10-K.
Net Income (Loss) from Continuing Operations
Net loss from continuing operations was $61.7 million, or $0.30 per share, compared to net income of $3.6 million, or $0.02 per share. The decrease in net income from continuing operations was driven by lower sales and higher operating costs which included a write-down of $27.3 million at Silvertip of metal inventory as a result of lower than expected production levels. Adjusted net loss was $45.9 million, or $0.22 per share, compared to adjusted net income of $1.4 million, or $0.01 per share (see “Non-GAAP Financial Performance Measures”).
Net Income (loss) from Discontinued Operations
In respect of San Bartolomé’s operating results, income increased $5.1 million. In February 2019, the Company recorded an adjustment to the gain from the Manquiri Divestiture following the release of a liability associated with the Company’s post-closing indemnification obligations which were extinguished pursuant to the February Letter Agreement.
2019 Guidance Framework

The Company’s 2019 production and CAS guidance remains unchanged from its original guidance disclosed in the 2018 10-K.

Results of Continuing Operations
Palmarejo
 
Three Months Ended June 30,
Six Months Ended June 30,
 
2019
 
2018
2019
 
2018
Tons milled
447,727

 
344,073

826,714

 
703,966

Average gold grade (oz/t)
0.07

 
0.11

0.07

 
0.11

Average silver grade (oz/t)
4.74

 
6.86

4.69

 
6.87

Average recovery rate – Au
87.7
%
 
89.9
%
85.7
%
 
85.2
%
Average recovery rate – Ag
81.8
%
 
87.5
%
77.7
%
 
84.4
%
Gold ounces produced
28,246

 
33,702

51,451

 
63,598

Silver ounces produced
1,734,772

 
2,065,523

3,013,055

 
4,078,762

Gold ounces sold
28,027

 
31,207

55,421

 
62,095

Silver ounces sold
1,709,406

 
2,091,788

3,114,815

 
4,122,491

Costs applicable to sales per gold ounce(1)
$
742

 
$
495

$
730

 
$
504

Costs applicable to sales per silver ounce(1)
$
9.18

 
$
7.10

$
9.40

 
$
7.30

(1)See Non-GAAP Financial Performance Measures.
Three Months Ended June 30, 2019 compared to Three Months Ended June 30, 2018
Gold and silver production decreased 16% resulting from lower gold and silver grades. Metal sales were $59.3 million, or 37.0% of Coeur’s metal sales, compared with $70.7 million, or 41% of Coeur’s metal sales. Lower production and higher consumable costs resulted in a 50% and 28% increase in costs applicable to sales per gold and silver ounce, respectively. Amortization remained comparable at $14.2 million. Capital expenditures decreased to $7.6 million due to lower mining equipment expenditures and lower resource conversion drilling.
Six Months Ended June 30, 2019 compared to Six Months Ended June 30, 2018
Gold and silver production decreased 19% and 26%, respectively, resulting from lower gold and silver grades. Metal sales were $112.5 million, or 36% of Coeur’s metal sales, compared with $140.8 million, or 42% of Coeur’s metal sales. Lower production and higher consumable costs resulted in a 45% and 29% increase in costs applicable to sales per gold and silver ounce, respectively. Amortization decreased to $28.7 million primarily due to lower ounces sold. Capital expenditures decreased to $16.2 million due to lower mining equipment expenditures and lower resource conversion drilling.

42


Rochester
 
Three Months Ended June 30,
Six Months Ended June 30,
 
2019
 
2018
2019
 
2018
Tons placed
2,786,287

 
4,083,028

5,453,846

 
8,434,159

Average gold grade (oz/t)
0.003

 
0.004

0.003

 
0.003

Average silver grade (oz/t)
0.45

 
0.53

0.46

 
0.53

Gold ounces produced
8,609

 
12,273

16,865

 
23,760

Silver ounces produced
970,673

 
1,125,074

1,930,578

 
2,282,100

Gold ounces sold
8,642

 
12,030

17,153

 
23,193

Silver ounces sold
961,634

 
1,097,272

1,962,087

 
2,216,499

Costs applicable to sales per gold ounce(1)
$
1,257

 
$
935

$
1,182

 
$
946

Costs applicable to sales per silver ounce(1)
$
14.38

 
$
12.03

$
13.70

 
$
12.10

(1)See Non-GAAP Financial Performance Measures.
Three Months Ended June 30, 2019 compared to Three Months Ended June 30, 2018
Gold and silver production decreased 30% and 14%, respectively, due to reduced placement rates caused by the planned commissioning of the new crusher configuration and lower gold and silver grades. Metal sales were $25.5 million, or 16% of Coeur’s metal sales, compared with $33.7 million, or 20% of Coeur’s metal sales. Costs applicable to sales per gold and silver ounce increased 34% and 20%, respectively, due to lower production. Amortization decreased to $4.0 million from $4.8 million due to lower ounces sold. Capital expenditures increased to $2.8 million from $0.7 million due to the commissioning of the new crusher configuration, including the HPGR unit and Plan of Operations Amendment 11 (“POA 11”) capital expenditures.
Six Months Ended June 30, 2019 compared to Six Months Ended June 30, 2018
Gold and silver production decreased 29% and 15%, respectively, due to reduced placement rates caused by adverse weather conditions and the planned commissioning of the new crusher configuration. Metal sales were $51.8 million, or 16% of Coeur’s metal sales, compared with $67.2 million, or 20% of Coeur’s metal sales. Costs applicable to sales per gold and silver ounce increased 25% and 13%, respectively, due to lower production. Capital expenditures increased to $7.4 million from $3.3 million due to the commissioning of the new crusher configuration, including the HPGR unit and POA 11 capital expenditures.
Kensington
 
Three Months Ended June 30,
Six Months Ended June 30,
 
2019
 
2018
2019
 
2018
Tons milled
160,510

 
168,751

324,842

 
327,457

Average gold grade (oz/t)
0.23

 
0.16

0.22

 
0.17

Average recovery rate
93.0
%
 
92.6
%
91.6
%
 
93.3
%
Gold ounces produced
34,049

 
25,570

64,022

 
51,634

Gold ounces sold
34,415

 
28,165

65,750

 
55,928

Costs applicable to sales per gold ounce(1)
$
847

 
$
1,215

$
932

 
$
1,124

(1)
See Non-GAAP Financial Performance Measures.
Three Months Ended June 30, 2019 compared to Three Months Ended June 30, 2018
Gold production increased 33% due to higher ore feed from the high-grade Jualin deposit, which in turn contributed to a 30% decrease in costs applicable to sales per gold ounce. Metal sales were $45.2 million, or 28.0% of Coeur’s metal sales, compared to $35.7 million, or 21% of Coeur’s metal sales. Amortization increased to $12.5 million from $6.4 million due to significantly higher ounces sold. Capital expenditures decreased to $4.9 million from $10.7 million due to lower underground development at Kensington and Raven, resource expansion drilling and mining equipment expenditures.

43


Six Months Ended June 30, 2019 compared to Six Months Ended June 30, 2018
Gold production increased 24% due to higher ore feed from the high-grade Jualin deposit,which in turn contributed to a 17% decrease in costs applicable to sales per gold ounce. Metal sales were $85.4 million, or 27% of Coeur’s metal sales, compared to $72.0 million, or 22% of Coeur’s metal sales. Amortization increased to $24.3 million from $13.2 million due to higher ounces sold. Capital expenditures decreased to $14.2 million due to lower underground development at Kensington and Raven, resource expansion drilling and mining equipment expenditures.
Wharf
 
Three Months Ended June 30,
Six Months Ended June 30,
 
2019
 
2018
2019
 
2018
Tons placed
919,435

 
1,075,820

2,009,945

 
2,152,215

Average gold grade (oz/t)
0.023

 
0.023

0.021

 
0.022

Gold ounces produced
15,680

 
22,507

32,582

 
40,443

Silver ounces produced
12,379

 
13,302

25,863

 
25,147

Gold ounces sold
15,301

 
23,053

33,387

 
40,392

Silver ounces sold
12,364

 
13,744

26,416

 
24,727

Costs applicable to sales per gold ounce(1)
$
998

 
$
826

$
972

 
$
846

(1)
See Non-GAAP Financial Performance Measures.
Three Months Ended June 30, 2019 compared to Three Months Ended June 30, 2018
Gold production decreased 30% largely driven by inclement weather, which diluted leach pad solutions, as well as lower crusher throughput. Metal sales were $20.2 million, or 12.0% of Coeur’s metal sales, compared to $29.8 million, or 18% of Coeur’s metal sales. Costs applicable to sales per gold ounce increased 21% due to lower production and higher outside services costs. Amortization decreased to $2.2 million from $3.4 million due to lower ounces sold. Capital expenditures were $0.2 million.
Six Months Ended June 30, 2019 compared to Six Months Ended June 30, 2018
Gold production decreased 19% largely driven by lower grades, inclement weather, which diluted leach pad solutions, as well as lower crusher throughput during the second quarter. Metal sales were $44.3 million, or 14% of Coeur’s metal sales, compared to $53.3 million, or 16% of Coeur’s metal sales. Costs applicable to sales per gold ounce increased 15% due to lower production and higher outside services and processing costs. Amortization decreased to $4.9 million due to lower ounces sold. Capital expenditures decreased to $0.6 million due to lower resource conversion drilling.

44


Silvertip
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Tons milled
59,689

 

 
121,740

 

Average silver grade (oz/t)
7.48

 

 
6.47

 

Average zinc grade (%)
7.5
%
 

 
6.7
%
 

Average lead grade (%)
5.4
%
 

 
4.5
%
 

Average recovery rate – Ag
77.0
%
 

 
73.9
%
 

Average recovery rate – Zn
59.1
%
 

 
55.2
%
 

Average recovery rate – Pb
77.3
%
 

 
72.9
%
 

Silver ounces produced
343,669

 

 
582,431

 

Zinc pounds produced
5,321,714

 

 
9,040,727

 

Lead pounds produced
4,979,730

 

 
8,056,575

 

Silver ounces sold
364,961

 

 
580,062

 

Zinc pounds sold
5,302,508

 

 
10,025,577

 

Lead pounds sold
5,185,634

 

 
7,933,481

 

Costs applicable to sales per silver ounce(1)
$
24.37

 
$

 
$
28.99

 
$

Costs applicable to sales per zinc pound(1)
$
1.87

 
$

 
$
2.20

 
$

Costs applicable to sales per lead ounce(1)
$
1.41

 
$

 
$
1.72

 
$

(1)
See Non-GAAP Financial Performance Measures.
Three Months Ended June 30, 2019 compared to Three Months Ended June 30, 2018
In September 2018, Silvertip commenced commercial production. Metal sales were $11.9 million, or 7% of Coeur’s metal sales. Costs applicable to sales per ounce were impacted by a $11.9 million write-down of metal inventory as a result of lower than expected production levels, grades and recovery rates. Amortization was $9.9 million. Capital expenditures decreased to $5.0 million from $19.0 million due to pre-production capitalization in 2018 and lower resource conversion drilling in 2019.
Six Months Ended June 30, 2019 compared to Six Months Ended June 30, 2018
Metal sales were $22.9 million, or 7% of Coeur’s metal sales. Costs applicable to sales per ounce were impacted by a $27.3 million write-down of metal inventory as a result of lower than expected production levels, grades and recovery rates. Amortization was $18.3 million. Capital expenditures decreased to $9.1 million from $37.7 million due to pre-production capitalization in 2018 and lower resource conversion drilling in 2019.


45


Liquidity and Capital Resources
At June 30, 2019, the Company had $39.3 million of cash, cash equivalents and restricted cash and $197.0 million available under the RCF. Cash and cash equivalents decreased $77.2 million in the six months ended June 30, 2019, primarily due to lower gold and silver ounces sold, higher Silvertip operating costs and mining tax payments at Palmarejo, partially offset by lower capital expenditures at Silvertip.
Cash Provided by (Used in) Operating Activities from Continuing Operations
Net cash provided by operating activities for the three months ended June 30, 2019 was $26.4 million, compared to net cash used in operating activities for the three months ended June 30, 2018 of $1.3 million. Net cash provided by operating activities for the six months ended June 30, 2019 was $10.6 million, compared to $14.2 million for the six months ended June 30, 2018. Adjusted EBITDA from continuing operations for the three months ended June 30, 2019 was $30.6 million, compared to $48.4 million for the three months ended June 30, 2018. Adjusted EBITDA from continuing operations for the six months ended June 30, 2019 was $51.2 million, compared to $97.2 million for the six months ended June 30, 2018 (see “Non-GAAP Financial Performance Measures”). Net cash provided by (used in) operating activities was impacted by the following key factors for the applicable periods:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
In thousands
2019
 
2018
 
2019
 
2018
Cash flow before changes in operating assets and liabilities
$
24,175

 
$
41,496

 
$
45,641

 
$
74,936

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Receivables
(7,624
)
 
(8,888
)
 
(17,359
)
 
(10,579
)
Prepaid expenses and other
(834
)
 
8,126

 
(3,518
)
 
2,491

Inventories
(14,391
)
 
(2,766
)
 
(33,212
)
 
(11,474
)
Accounts payable and accrued liabilities
25,109

 
(39,262
)
 
19,037

 
(41,127
)
Cash provided by (used in) continuing operating activities
$
26,435

 
$
(1,294
)
 
$
10,589

 
$
14,247

Net cash provided by operating activities increased $27.7 million in the three months ended June 30, 2019 compared to the three months ended June 30, 2018, primarily due to the receipt of a $25.0 million prepayment for concentrate deliveries from Kensington and income and mining taxes payments at Palmarejo in 2018, partially offset by lower sales of gold and silver (9% and 5%, respectively). In addition, cash provided by operating activities was impacted by lower than anticipated production at Silvertip that resulted in a $11.9 million write-down of metals inventory. Revenue for the three months ended June 30, 2019 decreased $7.9 million, of which $5.7 million was due to lower volume of sales and $2.1 million was due to lower average realized silver prices.
Net cash provided by operating activities decreased $3.7 million in the six months ended June 30, 2019, in line with the Company’s expectations, compared to the six months ended June 30, 2018, primarily due lower sales of gold and silver (5% and 11%, respectively) partially offset by the receipt of prepayment of deliveries of concentrate of a $25.0 million prepayment for concentrate deliveries from Kensington and income and mining taxes payments at Palmarejo in 2018. In addition, cash provided by (used in) operating activities was impacted by lower than anticipated production at Silvertip that resulted in a $27.3 million write-down of metals inventory as well as the timing of VAT collections. Revenue for the six months ended June 30, 2019 decreased $16.3 million, of which $8.4 million was due to lower average realized prices and $7.8 million was due to lower volume of sales.
Cash Used in Investing Activities from Continuing Operations
Net cash used in investing activities in the three months ended June 30, 2019 was $17.3 million compared to $30.0 million in the three months ended June 30, 2018. Cash used in investing activities decreased primarily due to pre-production capital spending at Silvertip in 2018. The Company had capital expenditures of $20.7 million in the three months ended June 30, 2019 compared with $41.2 million in the three months ended June 30, 2018. Capital expenditures in the three months ended June 30, 2019 were primarily related to underground development at Silvertip, Palmarejo, and Kensington, a new thickener at Palmarejo and the HPGR unit at Rochester. Capital expenditures in the three months ended June 30, 2018 were primarily related to pre-production capital spending at Silvertip and underground development at Silvertip, Palmarejo and Kensington.

46


Net cash used in investing activities in the six months ended June 30, 2019 was $37.0 million compared to $71.1 million in the six months ended June 30, 2018. Cash used in investing activities decreased primarily due to pre-production capital spending at Silvertip in 2018. The Company had capital expenditures of $48.2 million in the six months ended June 30, 2019 compared with $83.5 million in the six months ended June 30, 2018. Capital expenditures in the six months ended June 30, 2019 were primarily related to underground development at Silvertip, Palmarejo, and Kensington, a new thickener at Palmarejo and the HPGR unit at Rochester. Capital expenditures in the six months ended June 30, 2018 were primarily related to pre-production capital spending at Silvertip and underground development at Silvertip, Palmarejo and Kensington.
Cash Provided by (Used in) Financing Activities from Continuing Operations
Net cash used in financing activities in the three months ended June 30, 2019 increased to $41.9 million compared to $4.6 million in the three months ended June 30, 2018. During the three months ended June 30, 2019, the Company repaid $82.0 million under the RCF and received net proceeds of approximately $48.9 million from the sale of 16.6 million shares of its common stock at an average price of $3.00 per share.
Net cash used in financing activities in the six months ended June 30, 2019 increased to $52.6 million compared to $12.7 million in the six months ended June 30, 2018. During the six months ended June 30, 2019, the Company borrowed $15.0 million and repaid $97.0 million under the RCF and received net proceeds of approximately $48.9 million from the sale of 16.6 million shares of its common stock at an average price of $3.00 per share. During the six months ended June 30, 2018, the Company borrowed $15.0 million under the RCF to repay a Silvertip-related debt obligation.
On April 30, 2019, the Company and Bank of America, N.A., as administrative agent for the RCF lenders, entered into the Amendment. Among other items, the Amendment (1) modifies the financial covenants to (A) provide greater flexibility under the consolidated net leverage ratio requirement through the September 30, 2019 test date, with the ratio returning to the original level as outlined in the RCF starting with the December 31, 2019 test date, and (B) include an additional financial covenant tied to senior secured leverage and (2) increases the interest rate on borrowings under the RCF by 0.75% during periods of elevated consolidated net leverage. On August 6, 2019, the Company entered into the Third Amendment to Credit Agreement (the “Third Amendment”). The Third Amendment, among other items, modifies the financial covenants to provide greater flexibility under the consolidated interest coverage ratio requirement as of the June 30, 2019 test date, with the ratio returning to the original level as outlined in the RCF starting with the September 30, 2019 test date.

Critical Accounting Policies and Accounting Developments
Please see Note 2 -- Summary of Significant Accounting Policies contained in the 2018 10-K and in Note 2 - Summary of Significant Accounting Policies contained in this Report for the Company’s critical accounting policies and estimates.

Other Liquidity Matters
We believe that our liquidity and capital resources in the U.S. 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.

In order to reduce indebtedness, future cash interest payments and/or amounts due at maturity or upon redemption and for general working capital purposes, from time to time we may (1) issue equity securities for cash in public or private offerings or (2) repurchase certain of our debt securities for cash or in exchange for other securities, which may include secured or unsecured notes or equity, in each case in open market or privately negotiated transactions. We evaluate any such transactions in light of prevailing market conditions, liquidity requirements, contractual restrictions, and other factors. The amounts involved may be significant and any debt repurchase transactions may occur at a substantial discount to the debt securities’ face amount.

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”). Unless otherwise noted, we present the Non-GAAP financial measures of our continuing operations in the tables below. For additional information regarding our discontinued operations, see Note 18 -- to the Condensed Consolidated Financial Statements. These measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

47


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 is 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 following table:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
In thousands except per share amounts
2019
 
2018
 
2019
 
2018
Net income (loss)
$
(36,764
)
 
$
2,930

 
$
(55,965
)
 
$
4,171

(Income) loss from discontinued operations, net of tax

 

 
(5,693
)
 
(550
)
Fair value adjustments, net
5,296

 
2,462

 
(3,824
)
 
(2,192
)
Silvertip start-up write-down
11,872

 

 
27,319

 

(Gain) loss on sale of assets and securities
72

 
(586
)
 
20

 
(345
)
Mexico inflation adjustment

 
(1,939
)
 

 
(1,939
)
Interest income on notes receivables
(18
)
 
(573
)
 
(198
)
 
(821
)
Foreign exchange loss (gain)
889

 
(1,233
)
 
2,145

 
3,079

Tax effect of adjustments(1)
(4,332
)
 

 
(9,746
)
 

Adjusted net income (loss)
$
(22,985
)

$
1,061


$
(45,942
)
 
$
1,403

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

 
$
(0.22
)
 
$
0.01

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

 
$
(0.22
)
 
$
0.01

(1) For the six months ended June 30, 2019, tax effect of adjustments of $4.3 million (-25%) is primarily related to the write-down of Silvertip start-up costs.
(2) For the six months ended June 30, 2019, tax effect of adjustments of $9.7 million (-42%) is primarily related to the write-down of Silvertip start-up costs.
    

48


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 2024 Senior Notes Indenture and the RCF 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 following table:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
In thousands except per share amounts
2019
 
2018
 
2019
 
2018
Net income (loss)
$
(36,764
)
 
$
2,930

 
$
(55,965
)
 
$
4,171

(Income) loss from discontinued operations, net of tax

 

 
(5,693
)
 
(550
)
Interest expense, net of capitalized interest
6,825

 
6,018

 
13,279

 
11,983

Income tax provision (benefit)
(5,546
)
 
3,717

 
(14,204
)
 
15,666

Amortization
43,204

 
29,459

 
85,080

 
60,236

EBITDA
7,719


42,124


22,497


91,506

Fair value adjustments, net
5,296

 
2,462

 
(3,824
)
 
(2,192
)
Silvertip start-up write-down
11,872

 

 
27,319

 

Foreign exchange (gain) loss
468

 
3,309

 
1,133

 
3,979

(Gain) loss on sale of assets and securities
72

 
(586
)
 
20

 
(345
)
Mexico inflation adjustment

 
(1,939
)
 

 
(1,939
)
Interest income on notes receivables
(18
)
 
(573
)
 
(198
)
 
(821
)
Asset retirement obligation accretion
3,007

 
2,817

 
5,950

 
5,486

Inventory adjustments and write-downs
2,193

 
817

 
(1,723
)
 
1,483

Adjusted EBITDA
$
30,609


$
48,431


$
51,174


$
97,157

    

49


Costs Applicable to Sales
Management uses CAS 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 gold, silver, zinc and lead, 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 that allocating CAS to gold, silver, zinc and lead based on gold, silver, zinc and lead metal sales relative to total metal sales best allows management, analysts, investors and other stakeholders to evaluate the operating performance of the Company. Other companies may calculate CAS differently as a result of reflecting the benefit from selling non-silver metals as a by-product credit, converting to silver equivalent ounces, and differences in underlying accounting principles and accounting frameworks such as in International Financial Reporting Standards.

Three Months Ended June 30, 2019
In thousands except per ounce or per pound amounts
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
Silvertip
 
Total
Costs applicable to sales, including amortization (U.S. GAAP)
$
50,708

 
$
28,656

 
$
41,670

 
$
17,691

 
$
36,038

 
$
174,763

Amortization
(14,212
)
 
(3,963
)
 
(12,537
)
 
(2,225
)
 
(9,878
)
 
(42,815
)
Costs applicable to sales
$
36,496

 
$
24,693

 
$
29,133

 
$
15,466

 
$
26,160

 
$
131,948

 
 
 
 
 
 
 
 
 
 
 
 
Metal Sales
 
 
 
 
 
 
 
 
 
 
 
Gold ounces
28,027

 
8,642

 
34,415

 
15,301

 
 
 
86,385

Silver ounces
1,709,406

 
961,634

 
 
 
12,364

 
364,961

 
3,048,365

Zinc pounds
 
 
 
 
 
 
 
 
5,302,508

 
5,302,508

Lead pounds
 
 
 
 
 
 
 
 
5,185,634

 
5,185,634

 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales
 
 
 
 
 
 
 
 
 
 
 
Gold ($/oz)
$
742

 
$
1,257

 
$
847

 
$
998

 
 
 
 
Silver ($/oz)
$
9.18

 
$
14.38

 
 
 
 
 
$
24.37

 
 
Zinc ($/lb)
 
 
 
 
 
 
 
 
$
1.87

 
 
Lead ($/lb)
 
 
 
 
 
 
 
 
$
1.41

 
 

Three Months Ended June 30, 2018
In thousands except per ounce or per pound amounts
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
Silvertip
 
Total
Costs applicable to sales, including amortization (U.S. GAAP)
$
44,943

 
$
29,244

 
$
40,668

 
$
22,611

 
$

 
$
137,466

Amortization
(14,633
)
 
(4,793
)
 
(6,441
)
 
(3,353
)
 

 
(29,220
)
Costs applicable to sales
$
30,310

 
$
24,451

 
$
34,227

 
$
19,258

 
$

 
$
108,246

 
 
 
 
 
 
 
 
 
 
 
 
Metal Sales
 
 
 
 
 
 
 
 
 
 
 
Gold ounces
31,207

 
12,030

 
28

 
23,053

 
 
 
94

Silver ounces
2,091,788

 
1,097,272

 
 
 
13,744

 

 
3,203

Zinc pounds
 
 
 
 
 
 
 
 

 

Lead pounds
 
 
 
 
 
 
 
 

 

 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales
 
 
 
 
 
 
 
 
 
 
 
Gold ($/oz)
$
495

 
$
935

 
$
1,215

 
$
826

 
 
 
 
Silver ($/oz)
$
7.10

 
$
12.03

 
 
 
 
 
$

 
 
Zinc ($/lb)
 
 
 
 
 
 
 
 
$

 
 
Lead ($/lb)
 
 
 
 
 
 
 
 
$

 
 


50


Six Months Ended June 30, 2019
In thousands except per ounce or per pound amounts
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
Silvertip
 
Total
Costs applicable to sales, including amortization (U.S. GAAP)
$
98,480

 
$
55,147

 
$
85,572

 
$
37,764

 
$
70,849

 
$
347,812

Amortization
(28,740
)
 
(8,000
)
 
(24,264
)
 
(4,906
)
 
(18,304
)
 
(84,214
)
Costs applicable to sales
$
69,740

 
$
47,147

 
$
61,308

 
$
32,858

 
$
52,545

 
$
263,598

 
 
 
 
 
 
 
 
 
 
 
 
Metal Sales
 
 
 
 
 
 
 
 
 
 
 
Gold ounces
55,421

 
17,153

 
65,750

 
33,387

 
 
 
171,711

Silver ounces
3,114,815

 
1,962,087

 
 
 
26,416

 
580,062

 
5,683,380

Zinc pounds
 
 
 
 
 
 
 
 
10,025,577

 
10,025,577

Lead pounds
 
 
 
 
 
 
 
 
7,933,481

 
7,933,481

 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales
 
 
 
 
 
 
 
 
 
 
 
Gold ($/oz)
$
730

 
$
1,182

 
$
932

 
$
972

 
 
 
 
Silver ($/oz)
$
9.40

 
$
13.70

 
 
 
 
 
$
28.99

 
 
Zinc ($/lb)
 
 
 
 
 
 
 
 
$
2.20

 
 
Lead ($/lb)
 
 
 
 
 
 
 
 
$
1.72

 
 

Six Months Ended June 30, 2018
In thousands except per ounce or per pound amounts
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
Silvertip
 
Total
Costs applicable to sales, including amortization (U.S. GAAP)
$
77,731

 
$
53,587

 
$
69,574

 
$
37,224

 
$

 
$
238,116

Amortization
(16,325
)
 
(4,831
)
 
(6,717
)
 
(2,657
)
 

 
(30,530
)
Costs applicable to sales
$
61,406

 
$
48,756

 
$
62,857

 
$
34,567

 
$

 
$
207,586

 
 
 
 
 
 
 
 
 
 
 
 
Metal Sales
 
 
 
 
 
 
 
 
 
 
 
Gold ounces
62,095

 
23,193

 
55,928

 
40,392

 
 
 
182

Silver ounces
4,122,491

 
2,216,499

 
 
 
24,727

 

 
6,364

Zinc pounds
 
 
 
 
 
 
 
 

 

Lead pounds
 
 
 
 
 
 
 
 

 

 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales
 
 
 
 
 
 
 
 
 
 
 
Gold ($/oz)
$
504

 
$
946

 
$
1,124

 
$
846

 
 
 
 
Silver ($/oz)
$
7.30

 
$
12.10

 
 
 
 
 
$

 
 
Zinc ($/lb)
 
 
 
 
 
 
 
 
$

 
 
Lead ($/lb)
 
 
 
 
 
 
 
 
$

 
 




51


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, silver, zinc and lead mining business, including statements regarding operations at the Company’s mines, exploration and development efforts, estimated production, costs, capital expenditures, contingent payments for the Silvertip Acquisition, timing of receipt of permits at Silvertip and impact of commissioning of the new crusher configuration at Rochester, expectations regarding the Option Agreement, sufficiency of assets, ability to discharge liabilities, liquidity management, financing needs, environmental compliance expenditures, and risk management strategies. 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 2018 10-K, the risks set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, (ii) 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), (iii) changes in the market prices of gold, silver, zinc and lead and a sustained lower price environment, (iv) the uncertainties inherent in the Company’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), ground conditions and grade variability, (v) any future labor disputes or work stoppages (involving the Company and its subsidiaries or third parties), (vi) the uncertainties inherent in the estimation of gold, silver, zinc and lead reserves and mineralized material, (vii) changes that could result from the Company’s future acquisition of new mining properties or businesses, (viii)  the loss of access to any third-party smelter to whom the Company markets silver and gold, (ix) the effects of environmental and other governmental regulations, (x) the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries, and (xi) 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.

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 13 -- Derivative Financial Instruments in the notes to the 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, Silver, Zinc and Lead Prices
Gold, silver, zinc, and lead 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, silver, zinc, and lead.
Gold, Silver, Zinc and Lead Hedging
To mitigate the risks associated with gold, silver, zinc and lead price fluctuations, the Company may enter into option contracts to hedge future production. The Company had outstanding Asian put and call option contracts in net-zero-cost collar contracts on zinc at December 31, 2018 that settled in January 2019. The Company had no outstanding gold, silver, zinc or lead hedges at June 30, 2019.
Provisional Gold, Silver, Zinc and Lead 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 gold, silver, zinc and lead prices resulted in provisional pricing mark-to-market losses of $1.9 million and $1.7 million in the three and six months ended June 30, 2019 and 2018, respectively.

52


At June 30, 2019, the Company had outstanding provisionally priced sales of 7,424 ounces of gold at an average price of $1,302, 0.7 million ounces of silver at an average price of $15.22, 14.4 million pounds of zinc at an average price of $1.14 and 9.0 million pounds of lead at an average price of $0.89. A 10% change in realized gold, silver, zinc and lead prices would cause revenue to vary by $4.6 million.
Foreign Currency
The Company operates, or has mineral interests, in several foreign countries including Canada, Mexico, 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, 2019.
Interest Rates
Interest Rate Hedging
We may use financial instruments to manage exposures to changes in interest rates on loans, which exposes us to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, it does not pose credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with what we believe are high-quality counterparties. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The Company had outstanding interest rate swaps whereby the Company receives a variable rate in exchange for a floating rate at June 30, 2019 with a contractual term through December 31, 2019. A 10% change in the 1-month LIBOR would cause Fair value adjustments, net to vary by $0.1 million.


53


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, 2019 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
See Note 17 -- Commitments and Contingencies in the notes to the Consolidated Financial Statements included herein.

Item 1A.     Risk Factors

Item 1A -- Risk Factors of the 2018 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. 

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, Casey M. Nault, the Company’s Senior Vice President, General Counsel and Secretary, entered into a selling plan effective May 22, 2019. Under the selling plan, between August 2019 and May 2020, Mr. Nault will sell a total of 75,000 shares of the Company’s common stock so long as the market price of the common stock is higher than the 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.

    


54


Item 6.        Exhibits
10.1
10.2

31.1
31.2
32.1
32.2
95.1
101.INS
XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 quarter ended June 30, 2019, formatted in XBRL (Extensible Business Reporting Language): Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Cash Flows, Consolidated Balance Sheets, and 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
August 7, 2019
/s/ Mitchell J. Krebs
 
 
 
MITCHELL J. KREBS
 
 
 
President and Chief Executive Officer (Principal Executive Officer)
 
 
 
 
Dated
August 7, 2019
/s/ Thomas S. Whelan
 
 
 
THOMAS S. WHELAN
 
 
 
Senior Vice President and Chief Financial Officer (Principal Financial Officer)

 
 
 
 
Dated
August 7, 2019
/s/ Ken Watkinson
 
 
 
KEN WATKINSON
 
 
 
Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)


55