Item 1. Financial Statements
Item 1. Financial Statements and Supplementary Data
COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
March 31, 2021 December 31, 2020
ASSETS Notes In thousands, except share data
CURRENT ASSETS
Cash and cash equivalents $ 154,066 $ 92,794
Receivables 4 22,606 23,484
Inventory 5 53,591 51,210
Ore on leach pads 5 78,689 74,866
Prepaid expenses and other 27,274 27,254
336,226 269,608
NON-CURRENT ASSETS
Property, plant and equipment, net 248,237 230,139
Mining properties, net 739,559 716,790
Ore on leach pads 5 87,723 81,963
Restricted assets 9,266 9,492
Equity securities 6 8,209 12,943
Receivables 4, 17 25,605 26,447
Other 60,590 56,595
TOTAL ASSETS $ 1,515,415 $ 1,403,977
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable $ 96,715 $ 90,577
Accrued liabilities and other 18 62,682 119,158
Debt 8 21,404 22,074
Reclamation 9 2,299 2,299
183,100 234,108
NON-CURRENT LIABILITIES
Debt 8 390,721 253,427
Reclamation 9 139,112 136,975
Deferred tax liabilities 34,577 34,202
Other long-term liabilities 47,399 51,786
611,809 476,390
COMMITMENTS AND CONTINGENCIES 17
STOCKHOLDERS’ EQUITY
Common stock, par value $ 0.01 per share; authorized 300,000,000 shares, 243,469,002 issued and outstanding at March 31, 2021 and 243,751,283 at December 31, 2020
2,435 2,438
Additional paid-in capital 3,610,631 3,610,297
Accumulated other comprehensive income (loss) 13,500 ( 11,136 )
Accumulated deficit ( 2,906,060 ) ( 2,908,120 )
720,506 693,479
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,515,415 $ 1,403,977
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
Three Months Ended March 31,
2021 2020
Notes In thousands, except share data
Revenue 3 $ 202,117 $ 173,167
COSTS AND EXPENSES
Costs applicable to sales (1)
3 108,147 118,917
Amortization 29,937 36,162
General and administrative 11,554 8,920
Exploration 9,666 6,386
Pre-development, reclamation, and other 13,712 6,555
Total costs and expenses 173,016 176,940
OTHER INCOME (EXPENSE), NET
Loss on debt extinguishment 8 ( 9,173 ) —
Fair value adjustments, net 12 ( 3,799 ) ( 8,819 )
Interest expense, net of capitalized interest 8 ( 4,910 ) ( 5,128 )
Other, net 14 3,627 1,881
Total other income (expense), net ( 14,255 ) ( 12,066 )
Income (loss) before income and mining taxes 14,846 ( 15,839 )
Income and mining tax (expense) benefit 10 ( 12,786 ) 3,939
NET INCOME (LOSS) $ 2,060 $ ( 11,900 )
OTHER COMPREHENSIVE INCOME (LOSS):
Change in fair value of derivative contracts designated as cash flow hedges, net of tax of $ 0 and $ 22 for the three months ended March 31, 2021 and 2020, respectively.
27,357 206
Reclassification adjustments for realized (gain) loss on cash flow hedges ( 2,721 ) —
Other comprehensive income (loss) 24,636 206
COMPREHENSIVE INCOME (LOSS) $ 26,696 $ ( 11,694 )
NET INCOME (LOSS) PER SHARE 15
Basic $ 0.01 $ ( 0.05 )
Diluted $ 0.01 $ ( 0.05 )
(1) Excludes amortization.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31,
2021 2020
Notes In thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 2,060 $ ( 11,900 )
Adjustments:
Amortization 29,937 36,162
Accretion 2,905 2,847
Deferred taxes 124 ( 5,487 )
Loss on debt extinguishment 8 9,173 —
Fair value adjustments, net 12 3,799 8,819
Stock-based compensation 11 4,256 2,013
Gain on modification of right of use lease — ( 4,051 )
Write-downs — 10,381
Deferred revenue recognition 17 ( 8,346 ) ( 7,548 )
Other ( 2,328 ) ( 1,092 )
Changes in operating assets and liabilities:
Receivables 999 ( 813 )
Prepaid expenses and other current assets ( 655 ) ( 346 )
Inventory and ore on leach pads ( 17,486 ) ( 21,925 )
Accounts payable and accrued liabilities ( 28,797 ) ( 15,051 )
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ( 4,359 ) ( 7,991 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ( 59,424 ) ( 22,208 )
Proceeds from the sale of assets 4,588 4,506
Sale of investments 935 —
Other ( 17 ) ( 17 )
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ( 53,918 ) ( 17,719 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes and bank borrowings, net of issuance costs 8 367,493 50,000
Payments on debt, finance leases, and associated costs 7, 8 ( 243,967 ) ( 5,901 )
Silvertip contingent consideration 17 — ( 18,750 )
Other ( 3,925 ) ( 1,973 )
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 119,601 23,376
Effect of exchange rate changes on cash and cash equivalents ( 51 ) ( 626 )
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 61,273 ( 2,960 )
Cash, cash equivalents and restricted cash at beginning of period 94,170 57,018
Cash, cash equivalents and restricted cash at end of period $ 155,443 $ 54,058
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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COEUR MINING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
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, 2020 243,752 $ 2,438 $ 3,610,297 $ ( 2,908,120 ) $ ( 11,136 ) $ 693,479
Net income (loss) — — — 2,060 — 2,060
Other comprehensive income (loss) — — — — 24,636 24,636
Common stock issued/canceled under long-term incentive plans and director fees and options, net ( 282 ) ( 3 ) 334 — — 331
Balances at March 31, 2021 243,470 $ 2,435 $ 3,610,631 $ ( 2,906,060 ) $ 13,500 $ 720,506
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, 2019 241,529 $ 2,415 $ 3,598,472 $ ( 2,933,747 ) $ ( 136 ) $ 667,004
Net income (loss) — — — ( 11,900 ) — ( 11,900 )
Other comprehensive income (loss) — — — — 206 206
Common stock issued for Silvertip contingent consideration payment 878 9 5,286 — — 5,295
Common stock issued/canceled under long-term incentive plans and director fees and options, net 1,179 12 27 — — 39
Balances at March 31, 2020 243,586 $ 2,436 $ 3,603,785 $ ( 2,945,647 ) $ 70 $ 660,644
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
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Coeur Mining, Inc. and Subsidiaries
Notes to 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, 2021. The condensed consolidated December 31, 2020 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, 2020 (the “2020 10-K”).
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies
Please see Note 2 -- Summary of Significant Accounting Policies contained in the 2020 10-K.
Use of Estimates
The Company's Consolidated Financial Statements have been prepared in accordance with United States Generally Accepted Accounting Principles. The preparation of the Company's Consolidated Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to metal prices and mineral reserves that are the basis for future cash flow estimates utilized in impairment calculations and units-of production amortization calculations, environmental, reclamation and closure obligations, estimates of recoverable silver and gold in leach pad inventories, estimates of fair value for certain reporting units and asset impairments, valuation allowances for deferred tax assets, and the fair value and accounting treatment of financial instruments, equity securities, asset acquisitions, the allocation of fair value to assets and liabilities assumed in connection with business combinations, and derivative instruments. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results will differ from the amounts estimated in these financial statements.
Revenue Recognition
The Company’s gold stream agreement with a subsidiary of Franco-Nevada Corporation (“Franco-Nevada”) provided for a $ 22.0 million deposit paid by Franco-Nevada in exchange for the right and obligation, commencing in 2016, to purchase 50 % of a portion of Palmarejo gold production at the lesser of $ 800 or market price per ounce. Because there is no minimum obligation associated with the deposit, it is not considered financing, and each shipment is considered to be a separate performance obligation. The streaming agreement represents a contract liability under ASC 606, which requires the Company to ratably recognize a portion of the deposit as revenue for each gold ounce delivered to Franco-Nevada. The remaining unamortized balance is included in Accrued liabilities and other and Other long-term liabilities on the Consolidated Balance Sheet. See Note 17 -- Commitments and Contingencies for additional detail.
The following table presents a rollforward of the Franco-Nevada contract liability balance:
Three Months Ended March 31,
In thousands 2021 2020
Opening Balance $ 9,376 $ 11,061
Revenue Recognized ( 346 ) ( 556 )
Closing Balance $ 9,030 $ 10,505
In December 2020, the Company received a $ 15.0 million prepayment (the “December 2020 Prepayment” as defined in Note 17) for deliveries of gold concentrate from the Kensington mine pursuant to the Amended Sales Contract (as defined in Note 17). The Amended Sales Contract represents a contract liability under ASC 606, which requires the Company to recognize ratably a portion of the deposit as revenue for each gold ounce delivered to the customer. The remaining contract liability is included in Accrued liabilities and other on the Consolidated Balance Sheet. See Note 17 -- Commitments and Contingencies for additional detail.
The following table presents a rollforward of the Amended Sales Contract liability balance:
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three Months Ended March 31,
In thousands 2021 2020
Opening Balance $ 15,003 $ 15,010
Additions 101 132
Revenue Recognized ( 8,000 ) ( 7,124 )
Closing Balance $ 7,104 $ 8,018
Recently Adopted Accounting Standards
In December 2019, the FASB issued ASU 2019-12, “Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740)” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020 (January 1, 2021 for the Company). Early adoption is permitted. The adoption of the new standard did not have a material impact on the Company’s consolidated net income, financial position or cash flows.
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
NOTE 3 – SEGMENT REPORTING
The Company’s operating segments include the Palmarejo, 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, which temporarily suspended mining and processing activities in February 2020, is engaged in the discovery, mining, and production of silver, zinc and lead. Other includes the Sterling/Crown 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.
The 2019 novel strain of coronavirus causing a contagious respiratory disease known as COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, poses a material risk to Coeur’s business and operations and the Company expects costs associated with its COVID-19 mitigation and response efforts at each of its operations to continue.
Incremental costs associated with the Company’s COVID-19 health and safety protocols are recorded in Pre-development, reclamation, and other expenses in our Consolidated Statement of Comprehensive Income (Loss) and are included in Other operating expenses in the table below. Because of the highly uncertain and dynamic nature of events relating to the COVID-19 pandemic, it is not currently possible to estimate the impact of the pandemic on the Company’s operating segments. However, these effects could have a material impact on our operations, and Coeur will continue to monitor the COVID-19 situation closely.
Financial information relating to the Company’s segments is as follows (in thousands):
Three Months Ended March 31, 2021 Palmarejo Rochester Kensington Wharf Silvertip Other Total
Revenue
Gold sales $ 37,567 $ 12,440 $ 54,466 $ 33,849 $ — $ — $ 138,322
Silver sales 42,778 20,317 — 700 — — 63,795
Metal sales 80,345 32,757 54,466 34,549 — — 202,117
Costs and Expenses
Costs applicable to sales (1)
33,988 24,033 31,394 18,732 — — 108,147
Amortization 9,059 3,577 13,445 2,475 1,086 295 29,937
Exploration 1,693 472 1,109 67 2,932 3,393 9,666
Other operating expenses 1,270 1,448 2,995 185 6,555 12,813 25,266
Other income (expense)
Loss on debt extinguishment — — — — — ( 9,173 ) ( 9,173 )
Fair value adjustments, net — — — — — ( 3,799 ) ( 3,799 )
Interest expense, net ( 187 ) ( 222 ) ( 232 ) ( 37 ) 45 ( 4,277 ) ( 4,910 )
Other, net ( 665 ) ( 61 ) — 24 ( 102 ) 4,431 3,627
Income and mining tax (expense) benefit ( 11,340 ) ( 138 ) ( 334 ) ( 1,129 ) — 155 ( 12,786 )
Net Income (loss) $ 22,143 $ 2,806 $ 4,957 $ 11,948 $ ( 10,630 ) $ ( 29,164 ) $ 2,060
Segment assets (2)
$ 306,648 $ 388,047 $ 162,727 $ 79,018 $ 169,328 $ 177,516 $ 1,283,284
Capital expenditures $ 9,983 $ 30,177 $ 7,202 $ 1,481 $ 10,387 $ 194 $ 59,424
(1) Excludes amortization
(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Three Months Ended March 31, 2020 Palmarejo Rochester Kensington Wharf Silvertip Other Total
Revenue
Gold sales $ 41,647 $ 8,666 $ 51,666 $ 25,626 $ — $ — $ 127,605
Silver sales 32,692 10,739 — 248 1,230 $ — 44,909
Zinc sales — — — — ( 662 ) — ( 662 )
Lead sales — — — — 1,315 — 1,315
Metal sales 74,339 19,405 51,666 25,874 1,883 — 173,167
Costs and Expenses
Costs applicable to sales (1)
35,974 16,956 30,507 17,823 17,657 — 118,917
Amortization 13,175 2,904 11,922 2,444 5,345 372 36,162
Exploration 1,492 220 1,772 4 251 2,647 6,386
Other operating expenses 722 1,246 331 442 2,374 10,360 15,475
Other income (expense)
Loss on debt extinguishment — — — — — — —
Fair value adjustments, net — — — — — ( 8,819 ) ( 8,819 )
Interest expense, net ( 155 ) ( 268 ) ( 309 ) ( 51 ) ( 259 ) ( 4,086 ) ( 5,128 )
Other, net ( 47 ) ( 53 ) 71 ( 13 ) 1,130 793 1,881
Income and mining tax (expense) benefit 2,287 ( 43 ) — ( 475 ) — 2,170 3,939
Net Income (loss) $ 25,061 $ ( 2,285 ) $ 6,896 $ 4,622 $ ( 22,873 ) $ ( 23,321 ) $ ( 11,900 )
Segment assets (2)
$ 307,662 $ 295,972 $ 188,470 $ 85,531 161,214 $ 164,745 $ 1,203,594
Capital expenditures $ 7,080 $ 5,058 $ 4,808 $ 409 4,616 $ 237 $ 22,208
(1) Excludes amortization
(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests
Assets March 31, 2021 December 31, 2020
Total assets for reportable segments $ 1,283,284 $ 1,232,153
Cash and cash equivalents 154,066 92,794
Other assets 78,065 79,030
Total consolidated assets $ 1,515,415 $ 1,403,977
Geographic Information
Long-Lived Assets March 31, 2021 December 31, 2020
United States $ 530,895 $ 503,818
Mexico 294,702 293,436
Canada 162,072 149,018
Other 127 657
Total $ 987,796 $ 946,929
Revenue Three months ended March 31,
2021 2020
United States $ 121,772 $ 96,945
Mexico 80,345 74,339
Canada — 1,883
Total $ 202,117 $ 173,167
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
NOTE 4 – RECEIVABLES
Receivables consist of the following:
In thousands March 31, 2021 December 31, 2020
Current receivables:
Trade receivables $ 5,008 $ 3,293
Value added tax (“VAT”) receivable 16,265 17,080
Income tax receivable 448 530
Other 885 2,581
$ 22,606 $ 23,484
Non-current receivables:
VAT receivable (1)
$ 25,605 $ 26,447
25,605 26,447
Total receivables $ 48,211 $ 49,931
(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). See Note 17 -- Commitments and Contingencies for additional detail. The $0.8 million decrease in the three months ended March 31, 2021 is attributable to a weaker Mexican Peso.
NOTE 5 – INVENTORY AND ORE ON LEACH PADS
Inventory consists of the following:
In thousands March 31, 2021 December 31, 2020
Inventory:
Concentrate $ 2,100 $ 2,909
Precious metals 16,573 14,788
Supplies 34,918 33,513
53,591 51,210
Ore on Leach Pads:
Current 78,689 74,866
Non-current 87,723 81,963
166,412 156,829
Long-term Stockpile (included in Other )
$ 10,759 $ 5,664
Total Inventory and Ore on Leach Pads $ 230,762 $ 213,703
NOTE 6 – INVESTMENTS
Equity Securities
The Company makes strategic investments in equity and debt securities of silver and gold exploration, development and royalty and streaming companies.
At March 31, 2021
In thousands Cost Gross
Unrealized
Losses Gross
Unrealized
Gains Estimated
Fair Value
Equity Securities
Integra Resources Corp. $ 7,500 $ — $ 707 $ 8,207
Other 2 — — 2
Equity securities $ 7,502 $ — $ 707 $ 8,209
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
At December 31, 2020
In thousands Cost Gross
Unrealized
Losses Gross
Unrealized
Gains Estimated
Fair Value
Equity Securities
Metalla Royalty & Streaming Ltd. $ 166 $ — $ 875 $ 1,041
Integra Resources Corp. 7,500 — 4,401 11,901
Other 2 ( 1 ) — 1
Equity securities $ 7,668 $ ( 1 ) $ 5,276 $ 12,943
On January 4, 2021, the Company completed the sale of 83,556 shares of common stock of Metalla Royalty & Streaming Ltd. (“Metalla”) (“Metalla Common Shares”) at an average price (net of commission) of $11.19 per Metalla Common Share for net proceeds of $ 0.9 million for a realized gain of $ 0.8 million.
NOTE 7 – LEASES
Right of Use Assets and Liabilities
The following table summarizes quantitative information pertaining to the Company’s finance and operating leases.
Three months ended March 31,
In thousands 2021 2020
Lease Cost
Operating lease cost $ 3,151 $ 2,897
Short-term operating lease cost $ 3,045 $ 1,667
Finance Lease Cost:
Amortization of leased assets $ 5,888 $ 5,973
Interest on lease liabilities 589 1,005
Total finance lease cost $ 6,477 $ 6,978
Supplemental cash flow information related to leases was as follows:
Three months ended March 31,
In thousands 2021 2020
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 6,401 $ 4,871
Operating cash flows from finance leases $ 589 $ 1,005
Financing cash flows from finance leases $ 5,663 $ 5,901
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Supplemental balance sheet information related to leases was as follows:
In thousands March 31, 2021 December 31, 2020
Operating Leases
Other assets, non-current $ 37,881 $ 40,511
Accrued liabilities and other $ 11,798 $ 12,410
Other long-term liabilities 25,196 27,433
Total operating lease liabilities $ 36,994 $ 39,843
Finance Leases
Property and equipment, gross $ 105,945 $ 104,433
Accumulated depreciation ( 65,662 ) ( 60,272 )
Property and equipment, net $ 40,283 $ 44,161
Debt, current $ 21,404 $ 22,074
Debt, non-current 23,149 25,837
Total finance lease liabilities $ 44,553 $ 47,911
Weighted Average Remaining Lease Term
Weighted-average remaining lease term - finance leases 1.28 1.36
Weighted-average remaining lease term - operating leases 3.81 4.00
Weighted Average Discount Rate
Weighted-average discount rate - finance leases 5.30 % 5.37 %
Weighted-average discount rate - operating leases 5.19 % 5.18 %
Minimum future lease payments under finance and operating leases with terms longer than one year are as follows:
As of March 31, 2021 (In thousands)
Operating leases Finance leases
2021 $ 9,140 $ 19,020
2022 10,988 18,161
2023 10,407 8,870
2024 8,812 2,039
2025 213 490
Thereafter 1,169 —
Total $ 40,729 $ 48,580
Less: imputed interest ( 3,735 ) ( 4,027 )
Net lease obligation $ 36,994 $ 44,553
NOTE 8 – DEBT
March 31, 2021 December 31, 2020
In thousands Current Non-Current Current Non-Current
2029 Senior Notes, net (1)
$ — $ 367,572 $ — $ —
2024 Senior Notes, net (2)
— — — 227,590
Revolving Credit Facility (3)
— — — —
Finance lease obligations 21,404 23,149 22,074 25,837
$ 21,404 $ 390,721 $ 22,074 $ 253,427
(1) Net of unamortized debt issuance costs of $ 7.4 million and $ 0.0 million at March 31, 2021 and December 31, 2020, respectively.
(2) Net of unamortized debt issuance costs of $ 0.0 million and $ 2.4 million at March 31, 2021 and December 31, 2020, respectively.
(3) Unamortized debt issuance costs of $ 2.7 million and $ 1.5 million at March 31, 2021 and December 31, 2020, respectively, included in Other Non-Current Assets .
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
2029 Senior Notes
In March 2021, the Company completed an offering of $ 375.0 million in aggregate principal amount of 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 $ 367.5 million (the “2029 Senior Notes”). The 2029 Senior Notes are governed by an Indenture dated as of March 1, 2021 (the “Indenture”), among the Company, as issuer, certain of the Company's subsidiaries named therein, as guarantors thereto (the “Guarantors”), and The Bank of New York Mellon, as trustee (the “Trustee”). The 2029 Senior Notes bear interest at a rate of 5.125 % per year from the date of issuance. Interest on the 2029 Senior Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2021. The 2029 Senior Notes will mature on February 15, 2029 and are fully and unconditionally guaranteed by the Guarantors.
At any time prior to February 15, 2024, the Company may redeem all or part of the 2029 Senior Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem some or all of the 2029 Senior Notes on or after February 15, 2024, at redemption prices set forth in the Indenture, together with accrued and unpaid interest. At any time prior to February 15, 2024, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the 2029 Senior Notes, including any permitted additional 2029 Senior Notes, at a redemption price equal to 105.125 % of the principal amount.
The Indenture contains covenants that, among other things, limit the Company’s ability under certain circumstances to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, create liens, sell, transfer or otherwise dispose of assets, enter into transactions with affiliates, enter into agreements restricting the Company's subsidiaries' ability to pay dividends and impose conditions on the Company’s ability to engage in mergers, consolidations and sales of all or substantially all of its assets. The Indenture also contains certain “Events of Default” (as defined in the Indenture) customary for indentures of this type. If an Event of Default has occurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the 2029 Senior Notes then outstanding may, and the Trustee at the request of the holders of not less than 25% in aggregate principal amount of the 2029 Senior Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the 2029 Senior Notes to be due and payable.
2024 Senior Notes
Concurrent with the offering of the 2029 Senior Notes, the Company commenced a cash tender offer (the “Tender Offer”) to purchase the outstanding $ 230.0 million in aggregate principal amount of its 5.875 % Senior Notes due 2024 (the “2024 Senior Notes”). The Tender Offer was made on the terms and subject to the conditions set forth in the Offer to Purchase dated February 22, 2021. The Tender Offer expired at 5:00 p.m., New York City time, on February 26, 2021 (the “Expiration Time”). Holders of the 2024 Senior Notes who tendered (and did not validly withdraw) their notes at or prior to the Expiration Time were entitled to receive in cash $ 1,029.38 per $1,000 principal amount of 2024 Senior Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company in the Tender Offer, plus accrued and unpaid interest on such 2024 Senior Notes. $ 102.8 million aggregate principal amount of the 2024 Senior Notes were validly tendered and purchased by the Company on March 1, 2021. In accordance with the terms of the indenture governing the 2024 Senior Notes, the remaining $ 127.2 million aggregate principal amount of the 2024 Senior Notes were redeemed on March 31, 2021 at the redemption price specified in the indenture governing the 2024 Senior Notes ($ 1,029.38 per $1,000 principal amount redeemed, plus accrued and unpaid interest). The Company recorded a loss of $ 9.2 million as a result of the extinguishment of the 2024 Senior Notes.
Revolving Credit Facility
On March 1, 2021, the Company entered into a fifth amendment (the “Amendment”) to its credit agreement, dated as of September 29, 2017 (as previously amended, the “Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America, N.A., as administrative agent and Bank of America, N.A., Royal Bank of Canada, Bank of Montreal, Chicago Branch, the Bank of Nova Scotia and ING Capital LLC, as lenders. The Amendment, among other things, (i) extended the maturity date of the senior secured revolving credit facility (“Revolving Credit Facility” or “RCF”) provided under the Credit Agreement to March 2025 and (ii) permits the Company to obtain one or more increases of the RCF, which is currently in the amount of $ 300.0 million, in an aggregate amount of up to $ 100.0 million in incremental loans and commitments, subject to certain conditions, including obtaining commitments from relevant lenders to provide such increase.
15
Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
At March 31, 2021, the Company had no borrowings and $ 35.0 million in outstanding letters of credit und er the RCF. At March 31, 2021, the interest rate on the principal of the RCF was 2.4 %.
Finance Lease Obligations
From time-to-time, the Company acquires mining equipment and facilities under finance lease agreements. In the three months ended March 31, 2021, the Company entered into new lease financing arrangements primarily for mining equipment at Rochester and Kensington . All finance lease obligations are recorded, upon lease inception, at the present value of future minimum lease payments. See Note 7 -- Leases for additional qualitative and quantitative disclosures related to finance leasing arrangements.
Interest Expense
Three Months Ended March 31,
In thousands 2021 2020
2024 Senior Notes $ 2,591 $ 3,378
2029 Senior Notes 1,602 —
Revolving Credit Facility 480 549
Finance lease obligations 589 1,005
Amortization of debt issuance costs 404 381
Other debt obligations 57 35
Capitalized interest ( 813 ) ( 220 )
Total interest expense, net of capitalized interest $ 4,910 $ 5,128
NOTE 9 – RECLAMATION
Reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties. On an ongoing basis, management evaluates its estimates and assumptions, and future expenditures could differ from current estimates.
Changes to the Company’s asset retirement obligations for its operating sites are as follows:
Three Months Ended March 31,
In thousands 2021 2020
Asset retirement obligation - Beginning $ 137,120 $ 134,543
Accretion 2,863 2,804
Settlements ( 629 ) ( 719 )
Asset retirement obligation - Ending $ 139,354 $ 136,628
The Company accrued $ 2.1 million and $ 1.9 million at each of March 31, 2021 and March 31, 2020, respectively, for reclamation liabilities related to former mining activities, which are included in Reclamation.
NOTE 10 - INCOME AND MINING TAXES
The following table summarizes the components of Income and mining tax (expense) benefit for the three months ended March 31, 2021 and 2020 by significant jurisdiction:
Three months ended March 31,
2021 2020
In thousands Income (loss) before tax Tax (expense) benefit Income (loss) before tax Tax (expense) benefit
United States $ ( 8,531 ) $ ( 1,625 ) $ ( 11,005 ) $ ( 736 )
Canada ( 12,785 ) — ( 26,029 ) 15
Mexico 32,914 ( 11,161 ) 21,359 4,631
Other jurisdictions 3,248 — ( 164 ) 29
$ 14,846 $ ( 12,786 ) $ ( 15,839 ) $ 3,939
During the first quarter of 2021, the Company reported estimated income and mining tax expense of approximately $ 12.8 million, resulting in an effective tax rate of 86.1 %. This compares to income tax expense of $ 3.9 million for an effective
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Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
tax rate of 24.9 % during the first quarter of 2020. 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) mining taxes; (ii) variations in our income before income taxes; (iii) geographic distribution of that income; (iv) foreign exchange rates; (v) percentage depletion; (vi) the non-recognition of tax assets; and (vii) the impact of uncertain tax positions. 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 2020 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 2016 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 $ 0.5 million and $ 1.0 million in the next twelve months.
At March 31, 2021 and December 31, 2020, the Company had $ 0.3 million and $ 0.7 million of total gross unrecognized tax benefits, respectively, that, if recognized, would positively impact the Company’s effective income tax rate. The Company’s continuing practice is to recognize potential interest and/or penalties related to unrecognized tax benefits as part of its income tax expense. At March 31, 2021 and December 31, 2020, the amount of accrued income-tax-related interest and penalties was $ 0.3 million and $ 1.1 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 in the three months ended March 31, 2021 and 2020 was $ 4.3 million and $ 2.0 million, respectively. At March 31, 2021, there was $ 7.0 million of unrecognized stock-based compensation cost which is expected to be recognized over a weighted-average remaining vesting period of 1.5 years.
The following table summarizes the grants awarded during the three months ended March 31, 2021:
Grant date Restricted
stock Grant date fair
value of
restricted stock Performance
shares Grant date fair
value of
performance
shares
February 24, 2021 5,000 $ 10.40 — $ —
NOTE 12 – FAIR VALUE MEASUREMENTS
Three Months Ended March 31,
In thousands 2021 2020
Unrealized gain (loss) on equity securities $ ( 4,568 ) $ ( 8,819 )
Realized gain (loss) on equity securities 769 —
Fair value adjustments, net $ ( 3,799 ) $ ( 8,819 )
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).
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Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:
Fair Value at March 31, 2021
In thousands Total Level 1 Level 2 Level 3
Assets:
Equity securities $ 8,209 $ 8,209 $ — $ —
Gold zero cost collars
4,056 — 4,056 —
Foreign currency forward exchange contracts
9,444 — 9,444 —
Provisional metal sales contracts 3 — 3 —
$ 21,712 $ 8,209 $ 13,503 $ —
Liabilities:
Provisional metal sales contracts $ 148 $ — $ 148 $ —
Fair Value at December 31, 2020
In thousands Total Level 1 Level 2 Level 3
Assets:
Equity and debt securities $ 12,943 $ 12,943 $ — $ —
Foreign currency forward exchange contracts 13,747 — 13,747 —
Provisional metal sales contracts 481 — 481 —
$ 27,171 $ 12,943 $ 14,228 $ —
Liabilities:
Gold zero cost collars
$ 24,883 $ — $ 24,883 $ —
Provisional metal sales contracts 67 — 67 —
$ 24,950 $ — $ 24,950 $ —
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.
The Company’s foreign currency forward exchange contracts are valued using pricing models with inputs derived from observable market data, including forward market prices and other unobservable inputs. The Company’s gold zero cost collars are valued using pricing models with inputs derived from observable market data, including forward market prices, yield curves, credit spreads. The Company’s provisional metal sales contracts include concentrate and certain doré sales contracts that are valued using pricing models with inputs derived from observable market data, including forward market prices. 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.
No assets or liabilities were transferred between fair value levels in the three months ended March 31, 2021.
The fair value of financial assets and liabilities carried at book value in the financial statements at March 31, 2021 and December 31, 2020 is presented in the following table:
March 31, 2021
In thousands Book Value Fair Value Level 1 Level 2 Level 3
Liabilities:
2029 Senior Notes (1)
$ 367,572 $ 351,792 $ — $ 351,792 $ —
Revolving Credit Facility (2)
$ — $ — $ — $ — $ —
(1) Net of unamortized debt issuance costs of $ 7.4 million
(2) Unamortized debt issuance costs of $ 2.7 million included in Other Non-Current Assets .
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Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
December 31, 2020
In thousands Book Value Fair Value Level 1 Level 2 Level 3
Liabilities:
2024 Senior Notes (1)
$ 227,590 $ 229,874 $ — $ 229,874 $ —
Revolving Credit Facility (2)
$ — $ — $ — $ — $ —
(1) Net of unamortized debt issuance costs of $ 2.4 million.
(2) Unamortized debt issuance costs of $ 1.5 million included in Other Non-Current Assets .
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 & HEDGING ACTIVITIES
The Company is exposed to various market risks, including the effect of changes in metal prices, foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes.
The Company may elect to designate certain derivatives as hedging instruments under U.S. GAAP. The Company formally documents all relationships between designated hedging instruments and hedged items as well as its risk management objectives and strategies for undertaking hedge transactions. This process includes linking all derivatives designated as hedges to either recognized assets or liabilities or forecasted transactions and assessing, both at inception and on an ongoing basis, the effectiveness of the hedging relationships.
Derivatives Not Designated as Hedging 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.
At March 31, 2021, the Company had the following derivative instruments that settle as follows:
In thousands except average prices and notional ounces 2021 2022 and Thereafter
Provisional gold sales contracts $ 21,630 $ —
Average gold price per ounce $ 1,782 $ —
Notional ounces 12,137 —
The following summarizes the classification of the fair value of the derivative instruments:
March 31, 2021
In thousands Prepaid expenses and other Accrued liabilities and other
Provisional metal sales contracts $ 3 $ 148
December 31, 2020
In thousands Prepaid expenses and other Accrued liabilities and other
Provisional metal sales contracts $ 481 $ 67
The following represent mark-to-market gains (losses) on derivative instruments in the three months ended March 31, 2021 and 2020, respectively (in thousands):
Three Months Ended March 31,
Financial statement line Derivative 2021 2020
Revenue Provisional metal sales contracts $ ( 559 ) $ 500
Derivatives Designated as Cash Flow Hedging Strategies
To protect the Company’s exposure to fluctuations in metal prices the Company entered into Asian (or average value) put and call option contracts in net-zero-cost collar arrangements. The contracts are net cash settled monthly and, if the price of
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Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
gold at the time of expiration is between the put and call prices, would expire at no cost to the Company. If the price of gold at the time of expiration is lower than the put prices or higher than the call prices, it would result in a realized gain or loss, respectively. The Company has elected to designate these instruments as cash flow hedges of forecasted transactions at their inception.
To protect the Company’s exposure to fluctuations in foreign currency exchange rates for subsidiaries whose functional currency is U.S dollar and are exposed to forecasted transaction denominated in the Mexican Peso and the Canadian Dollar, in March 2020, the Company entered into foreign currency forward exchange contracts to manage this risk and designated these instruments as cash flow hedges of forecasted foreign denominated transactions. The Company has elected to designate these instruments as cash flow hedges of forecasted transactions at their inception.
At March 31, 2021, the Company had the following derivative cash flow hedge instruments that settle as follows:
In thousands except average prices and notional ounces 2021 2022 and Thereafter
Gold put options
Average gold strike price per ounce $ 1,600 $ 1,626
Notional ounces 119,025 126,000
Gold call options
Average gold strike price per ounce $ 1,877 $ 2,030
Notional ounces 119,025 126,000
Foreign currency forward exchange contracts - Mexican Peso
Average Mexican Peso exchange rate $ 25.14 $ —
Notional US dollar $ 45,000 $ —
The effective portions of cash flow hedges are recorded in accumulated other comprehensive income (loss) (“AOCI”) until the hedged item is recognized in earnings. Deferred gains and losses associated with cash flow hedges of metal sales revenue are recognized as a component of Revenue in the same period as the related sale is recognized. Deferred gains and losses associated with cash flow hedges of foreign currency transactions are recognized as a component of Costs Applicable to Sales or Pre-development, Reclamation and Other in the same period the related expenses are incurred.
At inception, the Company performed an assessment of the forecasted transactions and the hedging instruments and determined that the hedging relationships are considered perfectly effective. Future assessments are performed to verify that critical terms of the hedging instruments and the forecasted transactions continue to match, and the forecasted transactions remain probable, as well as an assessment of any adverse developments regarding the risk of the counterparties defaulting on their commitments. There have been no such changes in critical terms or adverse developments.
As of March 31, 2021, the Company had $ 13.5 million of net after-tax gain in AOCI related to losses from cash flow hedge transactions, of which $ 10.4 million of net after-tax gains is expected to be recognized in its Consolidated Statement of Comprehensive Income (Loss) during the next 12 months. Actual amounts ultimately reclassified to net income are dependent on the price of gold for metal contracts and the Canadian and Mexican exchange rates for foreign currency contracts.
The following summarizes the classification of the fair value of the derivative instruments designated as cash flow hedges:
March 31, 2021
In thousands Prepaid expenses and other Accrued liabilities and other
Gold zero cost collars $ 4,056 $ —
Foreign currency forward exchange contracts 9,444 —
$ 13,500 $ —
December 31, 2020
In thousands Prepaid expenses and other Accrued liabilities and other
Gold zero cost collars $ — $ 24,883
Foreign currency forward exchange contracts 13,747 —
$ 13,747 $ 24,883
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Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
The following table sets forth the pre-tax gains (losses) on derivatives designated as cash flow hedges that have been included in Accumulated Other Comprehensive Income (“AOCI”) and the Consolidated Statement of Comprehensive Income (Loss) for the three months ended March 31, 2021 and 2020, respectively (in thousands).
Three Months Ended March 31,
2021 2020
Amount of Gain (Loss) Recognized in AOCI
Gold zero cost collars $ 28,547 $ 163
Foreign currency forward exchange contracts ( 1,190 ) 65
$ 27,357 $ 228
Amount of (Gain) Loss Reclassified From AOCI to Earnings
Gold zero cost collars $ 392 $ —
Foreign currency forward exchange contracts ( 3,113 ) —
$ ( 2,721 ) $ —
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 – ADDITIONAL COMPREHENSIVE INCOME (LOSS) DETAIL
Pre-development, reclamation, and other consists of the following:
Three Months Ended March 31,
In thousands 2021 2020
COVID-19 $ 3,005 $ 272
Silvertip ongoing carrying costs 6,921 2,608
Silvertip temporary suspension costs — 3,659
Gain on modification of right of use lease — ( 4,051 )
Asset retirement accretion 2,905 2,847
Other 881 1,220
Pre-development, reclamation and other $ 13,712 $ 6,555
Other, net consists of the following:
Three Months Ended March 31,
In thousands 2021 2020
Foreign exchange gain (loss) $ ( 773 ) $ ( 76 )
Gain (loss) on sale of assets 4,053 9
Gain (loss) on sale of Manquiri NSR consideration — 365
Gain (loss) on Silvertip contingent consideration — 955
Other 347 628
Other, net $ 3,627 $ 1,881
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 the Company’s common stock outstanding during the period. Diluted net income (loss) per share
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Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.
For the three months ended March 31, 2021 and 2020, there were 112,610 and 1,712,033 common stock equivalents, respectively, related to equity-based awards were not included in the diluted earnings per share calculation as the shares would be antidilutive.
Three months ended March 31,
In thousands except per share amounts 2021 2020
Net income (loss) available to common stockholders $ 2,060 $ ( 11,900 )
Weighted average shares:
Basic 241,397 240,255
Effect of stock-based compensation plans 3,123 —
Diluted 244,520 240,255
Income (loss) per share:
Basic $ 0.01 $ ( 0.05 )
Diluted (1)
$ 0.01 $ ( 0.05 )
On April 23, 2020 the Company entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc. and RBC Capital Markets, LLC as sales agents (the “Sales Agents”) and filed a prospectus supplement for the sale of its common stock, par value $0.01 per share, by way of an “at the market” offering having an aggregate offering price of up to $ 100,000,000 (the “ATM Program”). Sales under the ATM Program, if any, will be made pursuant to the terms of the Sales Agreement. At March 31, 2021, the Company had not elected to sell any shares of its common stock under the ATM Program.
NOTE 16 - SUPPLEMENTAL GUARANTOR INFORMATION
The following summarized financial information is presented to satisfy disclosure requirements of Rule 13-01 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 2029 Senior Notes. The following schedules present summarized financial information of (a) Coeur, the parent company and (b) the Subsidiary Guarantors (collectively the “Obligor Group”). The summarized financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions between entities in the Obligor Group eliminated. The Obligor Group’s amounts due from, amounts due to and transactions with certain wholly-owned domestic and foreign subsidiaries of the Company have been presented in separate line items, if they are material. 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.
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Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
SUMMARIZED BALANCE SHEET
MARCH 31, 2021
In thousands Coeur Mining, Inc. Guarantor Subsidiaries
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 79,288 $ 33,008
Receivables 396 5,431
Ore on leach pads — 78,689
Inventory — 27,526
Prepaid expenses and other 21,664 854
101,348 145,508
NON-CURRENT ASSETS
Property, plant and equipment, net 1,987 156,359
Mining properties, net — 373,135
Ore on leach pads — 87,723
Restricted assets 1,481 206
Equity and debt securities 8,209 —
Net investment in subsidiaries 554,504 69,106
Other 195,236 54,160
TOTAL ASSETS $ 862,765 $ 886,197
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,956 $ 54,978
Other accrued liabilities 6,598 34,684
Debt — 13,709
Reclamation — 1,584
8,554 104,955
NON-CURRENT LIABILITIES
Debt 367,572 35,970
Reclamation — 94,718
Deferred tax liabilities 151 8,597
Other long-term liabilities 3,643 27,374
Intercompany payable (receivable) ( 237,661 ) 214,056
133,705 380,715
STOCKHOLDERS’ EQUITY
Common stock 2,435 19,356
Additional paid-in capital 3,610,631 340,700
Accumulated deficit ( 2,906,060 ) 40,471
Accumulated other comprehensive income (loss) 13,500 —
720,506 400,527
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 862,765 $ 886,197
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Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
SUMMARIZED BALANCE SHEET
DECEMBER 31, 2020
In thousands Coeur Mining, Inc. Guarantor Subsidiaries
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 12,727 $ 28,515
Receivables 381 3,631
Ore on leach pads — 74,866
Inventory — 27,223
Prepaid expenses and other 20,872 1,375
33,980 135,610
NON-CURRENT ASSETS
Property, plant and equipment, net 1,946 148,640
Mining properties, net — 353,818
Ore on leach pads — 81,963
Restricted assets 1,482 206
Equity and debt securities 12,943 —
Net investment in subsidiaries 514,705 72,785
Other 198,587 51,528
TOTAL ASSETS $ 763,643 $ 844,550
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,978 $ 52,177
Other accrued liabilities 36,183 46,023
Debt — 14,506
Reclamation — 1,584
38,161 114,290
NON-CURRENT LIABILITIES
Debt 227,592 33,321
Reclamation — 93,349
Deferred tax liabilities 100 8,457
Other long-term liabilities 3,629 29,916
Intercompany payable (receivable) ( 199,318 ) 176,914
32,003 341,957
STOCKHOLDERS’ EQUITY
Common stock 2,438 20,401
Additional paid-in capital 3,610,297 340,700
Accumulated deficit ( 2,908,120 ) 27,202
Accumulated other comprehensive income (loss) ( 11,136 ) —
693,479 388,303
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 763,643 $ 844,550
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Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
SUMMARIZED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2021
In thousands Coeur Mining, Inc. Guarantor Subsidiaries
Revenue $ — $ 121,770
Gross profit (loss) $ ( 153 ) $ 27,971
Income (loss) from continuing operations $ 2,060 $ 12,223
Net income (loss) $ 2,060 $ 12,223
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Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 17 – COMMITMENTS AND CONTINGENCIES
Mexico VAT Litigation
Included in non-current receivables as of March 31, 2021 are $ 25.6 million due from the Mexican government associated with VAT that was paid under Coeur Mexicana’s prior royalty agreement with a subsidiary of Franco-Nevada Corporation, which was terminated in 2016. Under the royalty agreement, Coeur applied for and initially received VAT refunds associated with the royalty payments in the normal course; however, in 2011 the Mexican tax authorities began denying the Company’s VAT refunds based on the argument that VAT was not legally due on the royalty payments. Accordingly, Coeur began to request refunds of the VAT as undue payments, which the Mexican tax authorities also denied. The Company has since been engaged in ongoing efforts to recover the VAT from the Mexican government (including through litigation and potential arbitration as well as refiling VAT refund requests). Despite a favorable ruling from Mexican tax courts in this matter in 2018, litigation continues, some of which has been determined unfavorably to the Company based on interpretations of applicable law and prior court decisions which the Company and its counsel believe are erroneous and which are now under appeal. While the Company believes that it remains legally entitled to be refunded the full amount of the VAT receivable, the Company may continue to experience delays or obstacles in the recovery of VAT and it is possible that some or all of the VAT receivable may not ultimately be recovered as outcomes in Mexican tax courts and the process for recovering funds even if there is a successful outcome in litigation can be unpredictable. The continued failure to recover the VAT receivable may result in the Company recording a reserve against some or all of this amount, which, if material, may have a material adverse impact on the Company’s financial statements.
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 2016, 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 March 31, 2021 the remaining unamortized balance was $ 9.0 million, which is included in Accrued liabilities and other and Other long-term liabilities on the 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”). From time to time, the Amended Sales Contract has been further amended to allow for additional prepayments, the latest occurring in June 2020 to include options for Coeur to receive up to two additional prepayments of up to $15.0 million. In December 2020, Coeur exercised the option to receive the second $ 15.0 million prepayment (the “December 2020 Prepayment”). In the first quarter of 2021, the Kensington mine delivered $ 8.0 million under the December 2020 Prepayment. The remaining deliveries of $ 7.1 million under the December 2020 Prepayment are recognized as a deferred revenue liability and are presented in Accrued liabilities and other on the Consolidated Balance Sheet. Under the relevant terms of the Amended Sales Contract, Coeur maintains its exposure to the price of gold and expects to recognize the remaining value of the accrued liability by June 30, 2021.
Silvertip Contingent Consideration
During the first quarter of 2020, the Company made a payment of $ 25.0 million in the form of $ 18.8 million in cash and 0.9 million shares of common stock to satisfy a contingent consideration payment due in conjunction with the acquisition of the Company’s Silvertip property. For more details, please see Note 21 -- Commitments and Contingencies in the 2020 10-K.
Other Commitments and Contingencies
As part of its ongoing business and operations, the Company and its affiliates are required to provide surety bonds, bank letters of credit, bank guarantees and, in some cases, cash as financial support for various purposes, including environmental remediation, reclamation, collateral for gold hedges and other general corporate purposes. As of March 31, 2021 and December 31, 2020, the Company had surety bonds totaling $ 312.0 million and $ 311.9 million, respectively, in place as financial support for future reclamation and closure costs. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations and from time-to-time, the Company may be required to post collateral, including cash, to support these instruments. As the specific requirements are met, the beneficiary of the associated instrument cancels and/or returns the instrument to the issuing entity. Certain of these instruments are associated with operating sites with long-lived assets and will remain outstanding until closure. The Company
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Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements through existing or alternative means, as they arise.
NOTE 18 – ADDITIONAL BALANCE SHEET DETAIL AND SUPPLEMENTAL CASH FLOW INFORMATION
Accrued liabilities and other consist of the following:
In thousands March 31, 2021 December 31, 2020
Accrued salaries and wages $ 21,028 $ 30,457
Deferred revenue (1)
8,555 16,425
Income and mining taxes 12,099 26,118
Accrued operating costs 3,608 3,327
Unrealized losses on derivatives 148 24,950
Taxes other than income and mining 3,315 3,616
Accrued interest payable 2,131 1,855
Operating lease liabilities 11,798 12,410
Accrued liabilities and other $ 62,682 $ 119,158
(1) See Note 17 -- Commitments and Contingencies for additional details on deferred revenue liabilities
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that total the same such amounts shown in the statement of cash flows in the three months ended March 31, 2021 and 2020:
In thousands March 31, 2021 March 31, 2020
Cash and cash equivalents $ 154,066 $ 52,895
Restricted cash equivalents 1,377 1,163
Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 155,443 $ 54,058
27
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.