Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________________________________________ 
FORM 10-Q
___________________________________________
þ
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 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
____________________________________________ 
a021914coeurminingrpmshsmb28.jpg
COEUR MINING, INC.
(Exact name of registrant as specified in its charter)
____________________________________________
Delaware
 
82-0109423
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
104 S. Michigan Ave., Suite 900 Chicago, Illinois
 
60603
(Address of principal executive offices)
 
(Zip Code)
(312) 489-5800
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)    Yes  þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
þ
Accelerated filer
 
¨   
 
 
 
 
Non-accelerated filer
 
¨   
Smaller reporting company
 
¨   
 
 
 
 
 
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ
The Company has 300,000,000 shares of common stock, par value of $0.01, authorized of which 205,097,074 shares were issued and outstanding as of April 29, 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



2


PART I
Item 8.        Financial Statements and Supplementary Data

COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
March 31, 2019 (unaudited)
 
December 31, 2018
ASSETS
Notes
In thousands, except share data
CURRENT ASSETS
 
 
 
 
Cash and cash equivalents
 
$
69,033

 
$
115,081

Receivables
4
33,530

 
29,744

Inventory
5
60,653

 
66,279

Ore on leach pads
5
74,517

 
75,122

Prepaid expenses and other
 
13,681

 
11,393

 
 
251,414

 
297,619

NON-CURRENT ASSETS
 
 
 
 
Property, plant and equipment, net

299,756

 
298,451

Mining properties, net

962,058

 
971,567

Ore on leach pads
5
72,633

 
66,964

Restricted assets

10,444

 
12,133

Equity and debt securities
6
25,875

 
17,806

Receivables
4
31,571

 
31,151

Other
7
77,614

 
16,809

TOTAL ASSETS
 
$
1,731,365

 
$
1,712,500

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
Accounts payable
 
$
51,777

 
$
47,210

Accrued liabilities and other
18
102,136

 
82,619

Debt
8
24,520

 
24,937

Reclamation
9
6,552

 
6,552

 
 
184,985

 
161,318

NON-CURRENT LIABILITIES
 
 
 
 
Debt
8
432,269

 
433,889

Reclamation
9
131,275

 
128,994

Deferred tax liabilities
 
70,811

 
79,070

Other long-term liabilities
7
79,690

 
56,717

 
 
714,045

 
698,670

COMMITMENTS AND CONTINGENCIES
17
 
 
 
STOCKHOLDERS’ EQUITY
 
 
 
 
Common stock, par value $0.01 per share; authorized 300,000,000 shares, 205,111,221 issued and outstanding at March 31, 2019 and 203,310,443 at December 31, 2018
 
2,051

 
2,033

Additional paid-in capital
 
3,442,029

 
3,443,082

Accumulated other comprehensive income (loss)
 

 
(59
)
Accumulated deficit
 
(2,611,745
)
 
(2,592,544
)
 
 
832,335

 
852,512

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
1,731,365

 
$
1,712,500


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


3


COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
 
 
Three Months Ended March 31,
 
 
2019
 
2018
 
Notes
In thousands, except share data
Revenue
3
$
154,870

 
$
163,267

COSTS AND EXPENSES
 
 
 
 
Costs applicable to sales(1)
3
131,650

 
99,340

Amortization
 
41,876

 
30,777

General and administrative
 
9,474

 
8,804

Exploration
 
3,714

 
6,683

Pre-development, reclamation, and other
 
4,434

 
4,225

Total costs and expenses
 
191,148

 
149,829

OTHER INCOME (EXPENSE), NET
 
 
 
 
Fair value adjustments, net
12
9,120

 
4,654

Interest expense, net of capitalized interest
8
(6,454
)
 
(5,965
)
Other, net
14
60

 
513

Total other income (expense), net
 
2,726

 
(798
)
Income (loss) before income and mining taxes
 
(33,552
)
 
12,640

Income and mining tax (expense) benefit
10
8,658

 
(11,949
)
Income (loss) from continuing operations
 
$
(24,894
)
 
$
691

Income (loss) from discontinued operations
18
5,693

 
550

NET INCOME (LOSS)
 
$
(19,201
)
 
$
1,241

OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
 
 
 
 
Unrealized gain (loss) on debt and equity securities
 
59

 
(278
)
Other comprehensive income (loss)
 
59

 
(278
)
COMPREHENSIVE INCOME (LOSS)
 
$
(19,142
)
 
$
963

 
 
 
 
 
NET INCOME (LOSS) PER SHARE
15
 
 
 
Basic income (loss) per share:
 
 
 
 
Net income (loss) from continuing operations
 
$
(0.12
)
 
$
0.00

Net income (loss) from discontinued operations
 
0.03

 
0.00

Basic(2)
 
$
(0.09
)
 
$
0.01

Diluted income (loss) per share:
 
 
 
 
Net income (loss) from continuing operations
 
$
(0.12
)
 
$
0.00

Net income (loss) from discontinued operations
 
0.03

 
0.00

Diluted(2)
 
$
(0.09
)
 
$
0.01

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

4


COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
Three Months Ended March 31,
 
 
2019
 
2018
 
Notes
In thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Net income (loss)
 
$
(19,201
)
 
$
1,241

(Income) loss from discontinued operations
 
(5,693
)
 
(550
)
Adjustments:
 
 
 
 
Amortization
 
41,876

 
30,777

Accretion
 
2,943

 
3,318

Deferred taxes
 
(8,259
)
 
454

Fair value adjustments, net
12
(9,120
)
 
(4,654
)
Stock-based compensation
11
2,223

 
2,786

Inventory write-downs
5
15,447

 

Other
 
1,250

 
68

Changes in operating assets and liabilities:
 
 
 
 
Receivables
 
(5,735
)
 
(1,691
)
Prepaid expenses and other current assets
 
(2,684
)
 
(5,635
)
Inventory and ore on leach pads
 
(18,821
)
 
(8,708
)
Accounts payable and accrued liabilities
 
(6,072
)
 
(1,865
)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES OF CONTINUING OPERATIONS
 
(11,846
)
 
15,541

CASH USED IN OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS
 

 
(2,690
)
CASH PROVIDED BY OPERATING ACTIVITIES
 
(11,846
)
 
12,851

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
Capital expenditures
 
(27,438
)
 
(42,345
)
Proceeds from the sale of assets
 
847

 
60

Purchase of investments
 

 
(361
)
Sale of investments
 
1,168

 
1,619

Other
 
1,741

 
(65
)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF CONTINUING OPERATIONS
 
(23,682
)
 
(41,092
)
CASH USED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS
 

 
(28,470
)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
 
(23,682
)
 
(69,562
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
Issuance of notes and bank borrowings, net of issuance costs
8
15,000

 
15,000

Payments on debt, finance leases, and associated costs
8
(22,356
)
 
(18,449
)
Other
 
(3,364
)
 
(4,606
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES OF CONTINUING OPERATIONS
 
(10,720
)
 
(8,055
)
CASH USED IN FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS
 

 
(22
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
 
(10,720
)
 
(8,077
)
Effect of exchange rate changes on cash and cash equivalents
 
201

 
557

INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
 
(46,047
)
 
(64,231
)
Less net cash provided by (used in) discontinued operations(1)
 

 
(32,930
)
 
 
(46,047
)
 
(31,301
)
Cash, cash equivalents and restricted cash at beginning of period
 
118,069

 
203,402

Cash, cash equivalents and restricted cash at end of period
 
$
72,022

 
$
172,101

(1) Less net cash provided by (used in) discontinued operations includes the following cash transactions: net subsidiary payments to parent company of $1,748, during the three months ended March 31, 2018.
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

5


COEUR MINING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
In thousands
Common
Stock
Shares
 
Common
Stock Par
Value
 
Additional
Paid-In Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Balances at December 31, 2018
203,310

 
$
2,033

 
$
3,443,082

 
$
(2,592,544
)
 
$
(59
)
 
852,512

Net income (loss)

 

 

 
(19,201
)
 

 
(19,201
)
Other comprehensive income (loss)

 

 

 

 
59

 
59

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

 
18

 
(1,053
)
 

 

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

 
$
2,051

 
$
3,442,029

 
$
(2,611,745
)
 
$

 
$
832,335



In thousands
Common
Stock
Shares
 
Common
Stock Par
Value
 
Additional
Paid-In Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Balances at December 31, 2017
185,638

 
$
1,856

 
$
3,357,345

 
$
(2,546,743
)
 
$
2,519

 
814,977

Net income (loss)

 

 

 
1,241

 

 
1,241

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


 

 

 
2,604

 
(2,604
)
 

Other comprehensive income (loss)

 

 

 

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

 
6

 
(1,635
)
 

 

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

 
$
1,862

 
$
3,355,710

 
$
(2,541,898
)
 
$
(363
)
 
$
814,311


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

6

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


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

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

7

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

NOTE 3 – SEGMENT REPORTING
The Company’s operating segments include the Palmarejo complex, and the Rochester, Kensington, Wharf and 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 March 31, 2019
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
Silvertip
 
Other
 
Total
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Gold sales
$
31,600

 
$
11,053

 
$
40,286

 
$
23,825

 
$

 
$

 
$
106,764

Silver sales
21,625

 
15,317

 

 
217

 
2,955

 

 
40,114

Zinc sales

 

 

 

 
5,634

 

 
5,634

Lead sales

 

 

 

 
2,358

 

 
2,358

Metal sales
53,225

 
26,370

 
40,286

 
24,042

 
10,947

 

 
154,870

Costs and Expenses
 
 
 
 
 
 
 
 
 
 
 
 


Costs applicable to sales(1)
33,244

 
22,454

 
32,175

 
17,392

 
26,385

 

 
131,650

Amortization
14,528

 
4,037

 
11,727

 
2,681

 
8,426

 
477

 
41,876

Exploration
1,010

 
90

 
481

 

 
61

 
2,072

 
3,714

Other operating expenses
702

 
962

 
271

 
664

 
241

 
11,068

 
13,908

Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value adjustments, net

 

 

 

 

 
9,120

 
9,120

Interest expense, net
(136
)
 
(142
)
 
(229
)
 
(21
)
 
(197
)
 
(5,729
)
 
(6,454
)
Other, net
(1,040
)
 
(27
)
 
13

 
86

 
(188
)
 
1,216

 
60

Income and mining tax (expense) benefit
1,291

 
144

 

 
(173
)
 
9,751

 
(2,355
)
 
8,658

Income (loss) from continuing operations
$
3,856


$
(1,198
)
 
$
(4,584
)

$
3,197


$
(14,800
)
 
$
(11,365
)

$
(24,894
)
Income (loss) from discontinued operations
$

 
$

 
$

 
$

 
$

 
$
5,693

 
$
5,693

Segment assets(2)
$
360,734

 
$
271,403

 
$
221,164

 
$
103,579

 
$
417,089

 
$
174,430

 
$
1,548,399

Capital expenditures
$
8,676

 
$
4,645

 
$
9,356

 
$
431

 
$
4,077

 
$
253

 
$
27,438

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



8

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

Three months ended March 31, 2018
Palmarejo
 
Rochester
 
Kensington
 
Wharf
 
Silvertip
 
Other
 
Total
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
Gold sales
$
36,069

 
$
14,856

 
$
36,300

 
$
23,249

 

 
$

 
$
110,474

Silver sales
33,968

 
18,641

 

 
184

 

 

 
52,793

Metal sales
70,037

 
33,497

 
36,300

 
23,433

 

 

 
163,267

Costs and Expenses
 
 
 
 
 
 
 
 
 
 


 
 
Costs applicable to sales(1)
31,096

 
24,305

 
28,630

 
15,309

 

 

 
99,340

Amortization
16,325

 
4,831

 
6,717

 
2,657

 

 
247

 
30,777

Exploration
3,970

 
33

 
1,590

 
10

 

 
1,080

 
6,683

Other operating expenses
731

 
884

 
321

 
665

 
20

 
10,408

 
13,029

Other income (expense)
 
 
 
 
 
 
 
 
 
 


 
 
Loss on debt extinguishment

 

 

 

 

 

 

Fair value adjustments, net

 

 



 

 
4,654

 
4,654

Interest expense, net
(119
)

(98
)
 
(243
)

(12
)
 
(410
)
 
(5,083
)
 
(5,965
)
Other, net
(2,144
)

(40
)
 
(37
)

(21
)
 
362

 
2,393

 
513

Income and mining tax (expense) benefit
(12,443
)

(371
)
 


(639
)
 
835

 
669

 
(11,949
)
Income (loss) from continuing operations
$
3,209


$
2,935


$
(1,238
)

$
4,120


$
767

 
$
(9,102
)
 
$
691

Income (loss) from discontinued operations
$

 
$

 
$

 
$

 

 
$
550

 
$
550

Segment assets(2)
$
377,146

 
$
245,881

 
$
215,244

 
$
104,805

 
361,212

 
$
119,922

 
$
1,424,210

Capital expenditures
$
9,293

 
$
2,633

 
$
11,364

 
$
344

 
18,629

 
$
82

 
$
42,345

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

Assets
March 31, 2019

December 31, 2018
Total assets for reportable segments
$
1,548,399

 
$
1,550,671

Cash and cash equivalents
69,033

 
115,081

Other assets
113,933


46,748

Total consolidated assets
$
1,731,365


$
1,712,500


Geographic Information
Long-Lived Assets
March 31, 2019

December 31, 2018
Mexico
$
337,752

 
$
342,007

United States
513,399

 
515,649

Canada
402,668

 
404,185

Other
7,995

 
8,177

Total
$
1,261,814


$
1,270,018


Revenue
Three Months Ended March 31,
2019
 
2018
United States
$
90,699

 
$
93,230

Mexico
53,225

 
70,037

Canada
10,946

 

Total
$
154,870


$
163,267

    
    

9

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

NOTE 4 – RECEIVABLES
Receivables consist of the following:
In thousands
March 31, 2019
 
December 31, 2018
Current receivables:
 
 
 
Trade receivables
$
8,065

 
$
5,147

Value added tax receivable
18,960

 
18,609

Income tax receivable
4,054

 
6

Manquiri Notes Receivable
1,982

 
5,487

Other
469

 
495

 
$
33,530

 
$
29,744

Non-current receivables:
 
 
 
Value added tax receivable(1)
$
27,237

 
$
26,817

RMC Receivable(2)
4,334

 
4,334

 
31,571

 
31,151

Total receivables
$
65,101

 
$
60,895

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

NOTE 5 – INVENTORY AND ORE ON LEACH PADS
Inventory consists of the following:
In thousands
March 31, 2019
 
December 31, 2018
Inventory:
 
 
 
Concentrate
$
9,155

 
$
10,772

Precious metals
16,349

 
20,761

Supplies
35,149

 
34,746

 
60,653

 
66,279

Ore on leach pads:
 
 
 
Current
74,517

 
75,122

Non-current
72,633

 
66,964

 
147,150

 
142,086

Total inventory and ore on leach pads
$
207,803

 
$
208,365

In the first quarter of 2019, Silvertip recognized a $15.4 million write-down of metal inventory as a result of lower than expected production levels, grades and recovery rates as well as reduced process plant availability. It is possible that additional write-downs will be required as the Company works to optimize operations at Silvertip.

NOTE 6 – INVESTMENTS
Equity and Debt Securities
The Company makes strategic investments in equity and debt securities of silver and gold exploration and development companies.
 
At March 31, 2019
In thousands
Cost
 
Gross
Unrealized
Losses
 
Gross
Unrealized
Gains
 
Estimated
Fair Value
Equity Securities
 
 
 
 
 
 
 
Metalla Royalty & Streaming Ltd.
$
11,803

 
$

 
$
12,055

 
$
23,858

Rockhaven Resources, Ltd.
2,064

 
(475
)
 

 
1,589

Other
1,356

 
(928
)
 

 
428

Equity securities
$
15,223

 
$
(1,403
)
 
$
12,055

 
$
25,875


10

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



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

 
$

 
$
2,852

 
$
13,547

Rockhaven Resources, Ltd.
2,064

 
(452
)
 

 
1,612

Other
1,376

 
(946
)
 

 
430

Equity securities
$
14,135

 
$
(1,398
)
 
$
2,852

 
$
15,589

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

 
$
(54
)
 
$

 
$
2,217

 
 
 
 
 
 
 
 
Equity and debt securities
$
16,406

 
$
(1,452
)
 
$
2,852

 
$
17,806

(1)     In October 2018, the Company acquired the remaining outstanding shares of Northern Empire Resources Corp. not already owned by the Company.
    
The Company performs a quarterly assessment on its debt securities with unrealized losses to determine if the securities are other than temporarily impaired. At March 31, 2019, there were no debt securities with unrealized losses.

NOTE 7 – LEASES
ROU Assets and Liabilities
The following table summarizes quantitative information pertaining to the Company’s finance and operating leases.
In thousands
March 31, 2019
Lease Cost
 
ROU operating lease cost
$
3,449

 
 
Short-term operating lease cost
$
2,751

 
 
Finance Lease Cost:
 
Amortization of ROU assets
$
2,968

Interest on lease liabilities
1,107

Total finance lease cost
$
4,075

Supplemental cash flow information related to leases was as follows:
In thousands
March 31, 2019
Other Information
 
Cash paid for amounts included in the measurement of lease liabilities
 
Operating cash flows from operating leases
$
6,200

Operating cash flows from finance leases
$
1,107

Financing cash flows from finance leases
$
7,356

    
Supplemental balance sheet information related to leases was as follows:

11

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

In thousands
March 31, 2019
Operating Leases
 
Other assets, non-current
$
62,805

 
 
Accrued liabilities and other
$
13,340

Other long-term liabilities
48,326

Total operating lease liabilities
$
61,666

 
 
Finance Leases
 
Property and equipment, gross
$
106,989

Accumulated depreciation
(47,178
)
Property and equipment, net
$
59,811

 
 
Debt, current
$
24,520

Debt, non-current
51,224

Total finance lease liabilities
$
75,744

 
 
Weighted Average Remaining Lease Term
 
Weighted-average remaining lease term - finance leases
2.36

Weighted-average remaining lease term - operating leases
4.96

 
 
Weighted Average Discount Rate
 
Weighted-average discount rate - finance leases
6.40
%
Weighted-average discount rate - operating leases
5.19
%
Minimum future lease payments under finance and operating leases with terms longer than one year are as follows:
At December 31, (In thousands)
 
 
 
Operating leases
Finance leases
2019
$
10,282

$
21,381

2020
13,261

24,988

2021
13,048

22,719

2022
13,031

13,707

2023
12,553

7,370

Thereafter
8,605

1,101

Total
$
70,780

$
91,266

Less: imputed interest
(9,114
)
(15,522
)
Net lease obligation
$
61,666

$
75,744


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

 
$
246,045

 
$

 
$
245,854

Revolving Credit Facility(2)

 
135,000

 

 
135,000

Finance lease obligations
24,520

 
51,224

 
24,937

 
53,035

 
$
24,520

 
$
432,269

 
$
24,937

 
$
433,889

(1) Net of unamortized debt issuance costs of $4.0 million and $4.1 million at March 31, 2019 and December 31, 2018, respectively.
(2) Unamortized debt issuance costs of $2.2 million and $2.2 million at March 31, 2019 and December 31, 2018, respectively, included in Other Non-Current Assets.

2024 Senior Notes
In May 2017, the Company completed an offering of $250.0 million in aggregate principal amount of 2024 Senior Notes

12

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

in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended for net proceeds of approximately $245.0 million. For more details, please see Note 18 -- Debt contained in the 2018 10-K.
Revolving Credit Facility
At March 31, 2019, the Company had $115.0 million available under its revolving credit facility (the “RCF”). At March 31, 2019, the interest rate of the RCF was 4.986%. Since inception, the Company has swapped $75.0 million of variable rate debt on the RCF to fixed rate debt through interest rate swap derivative instruments (see Note 13 -- Derivative Financial Instruments).
On April 30, 2019, the Company and Bank of America, N.A., as administrative agent for the RCF lenders, entered into the Second Amendment to Credit Agreement (the “Amendment”). Among other items, the Amendment (1) modifies the financial covenants to (A) provide greater flexibility under the consolidated net leverage ratio requirement through the September 30, 2019 test date, with the ratio returning to the original level as outlined in the RCF starting with the December 31, 2019 test date, and (B) include an additional financial covenant tied to senior secured leverage and (2) increases the interest rate on borrowings under the RCF by 0.75% during periods of elevated consolidated net leverage.
Finance Lease Obligations
From time to time, the Company acquires mining equipment and facilities under finance lease agreements. In the three months ended March 31, 2019, the Company entered into new lease financing arrangements primarily for mining equipment at Silvertip and Wharf . All capital lease obligations are recorded, upon lease inception, at the present value of future minimum lease payments. See Note 7 -- Leases for additional qualitative and quantitative disclosures related to finance leasing arrangements.
Interest Expense
 
Three Months Ended March 31,
In thousands
2019
 
2018
2024 Senior Notes
$
3,673

 
$
3,673

Revolving Credit Facility
1,853

 
1,152

Finance lease obligations
1,107

 
524

Amortization of debt issuance costs
342

 
325

Accretion of Silvertip contingent consideration
179

 
324

Other debt obligations


107

Capitalized interest
(700
)
 
(140
)
Total interest expense, net of capitalized interest
$
6,454

 
$
5,965



    






    



13

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

NOTE 9 – RECLAMATION
Reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties. On an ongoing basis, management evaluates its estimates and assumptions, and future expenditures could differ from current estimates.
Changes to the Company’s asset retirement obligations for its operating sites are as follows:
 
Three Months Ended March 31,
In thousands
2019
 
2018
Asset retirement obligation - Beginning
$
133,508

 
$
118,799

Accretion
2,895

 
2,545

Settlements
(662
)
 
(496
)
Asset retirement obligation - Ending
$
135,741

 
$
120,848

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

NOTE 10 - INCOME AND MINING TAXES
The following table summarizes the components of Income and mining tax (expense) benefit for the three months ended March 31, 2019 and 2018 by significant jurisdiction:

 
Three Months Ended March 31,
 
2019
 
2018
In thousands
Income (loss) before tax
Tax (expense) benefit
 
Income (loss) before tax
Tax (expense) benefit
United States
$
(6,047
)
$
(2,162
)
 
$
1,187

$
517

Canada
(26,525
)
9,792

 


Mexico
(772
)
1,024

 
13,126

(13,222
)
Other jurisdictions
(208
)
4


(1,673
)
756

 
$
(33,552
)
$
8,658

 
$
12,640

$
(11,949
)
During the first quarter of 2019, the Company reported estimated income and mining tax benefit of approximately $8.7 million, resulting in an effective tax rate of 25.8%. This compares to income tax expense of $11.9 million for an effective tax rate of 94.5% during the first quarter of 2018. The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) foreign exchange rates; (iv) mining taxes and (v) the non-recognition of tax assets. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company ultimately will be more likely than not able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of factors that impact the Company’s ability to realize its deferred tax assets. For additional information, please see the section titled “Risk Factors” in the 2018 10-K.
The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The statute of limitations remains open from 2015 forward for the U.S. federal jurisdiction and from 2011 forward for certain other foreign jurisdictions. As a result of statutes of limitation that will begin to expire within the next twelve months in various jurisdictions and possible settlements of audit-related issues with taxing authorities in various jurisdictions with respect to which none of the issues are individually significant, the Company believes that it is reasonably possible that the total amount of its net unrecognized income tax benefits will decrease between $3.5 million and $4.5 million in the next twelve months.
At March 31, 2019 and December 31, 2018, the Company had $3.1 million and $3.8 million of total gross unrecognized tax benefits, respectively that, if recognized, would positively impact the Company’s effective income tax rate. The Company’s continuing practice is to recognize potential interest and/or penalties related to unrecognized tax benefits as part of its income tax

14

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

expense. At March 31, 2019 and December 31, 2018, the amount of accrued income-tax-related interest and penalties was $2.7 million and $3.7 million, respectively.

NOTE 11 – STOCK-BASED COMPENSATION
The Company has stock incentive plans for executives and eligible employees. Stock awards include performance shares, restricted stock and stock options. Stock-based compensation expense for the three months ended March 31, 2019 and 2018 was $2.2 million and $2.8 million, respectively. At March 31, 2019, there was $10.3 million of unrecognized stock-based compensation cost which is expected to be recognized over a weighted-average remaining vesting period of 1.9 years.
The following table summarizes the grants awarded during the three months ended March 31, 2019:
Grant date
 
Restricted
stock
 
Grant date fair
value of
restricted stock
 
Performance
shares
 
Grant date fair
value of
performance
shares
February 5, 2019
 
435,173

 
$
5.08

 
628,943

 
$
5.54

February 19, 2019
 
854,058

 
$
5.17

 
80,850

 
$
5.54


NOTE 12 – FAIR VALUE MEASUREMENTS
 
Three Months Ended March 31,
In thousands
2019
 
2018
Unrealized gain (loss) on equity securities
$
9,185

 
$
4,842

Realized gain (loss) on equity securities
(8
)
 
(333
)
Zinc options

 
145

Interest rate swap, net
(57
)
 

Fair value adjustments, net
$
9,120

 
$
4,654

Accounting standards establish a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1), secondary priority to quoted prices in inactive markets or observable inputs (Level 2), and the lowest priority to unobservable inputs (Level 3).
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:
 
Fair Value at March 31, 2019
In thousands
Total
 
Level 1
 
Level 2
 
Level 3  
Assets:
 
 
 
 
 
 
 
Equity securities
$
25,875

 
$
25,875

 
$

 
$

Other derivative instruments, net
$
553

 

 
553

 

 
$
26,428

 
$
25,875

 
$
553

 
$

Liabilities:
 
 
 
 
 
 
 
Silvertip contingent consideration
$
49,455

 
$

 
$

 
$
49,455

Other derivative instruments, net
$
112

 

 
112

 

 
$
49,567

 
$

 
$
112

 
$
49,455

 

15

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

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

 
$
15,589

 
$

 
$
2,217

Other derivative instruments, net
914

 

 
914

 

 
$
18,720

 
$
15,589

 
$
914

 
$
2,217

Liabilities:
 
 
 
 
 
 
 
Silvertip contingent consideration
$
49,276

 
$

 
$

 
$
49,276

Other derivative instruments, net
644

 

 
644

 

 
$
49,920

 
$

 
$
644

 
$
49,276

The Company’s investments in equity securities are recorded at fair market value in the financial statements based primarily on quoted market prices. Such instruments are classified within Level 1 of the fair value hierarchy. Quoted market prices are not available for certain debt securities; these securities are valued using pricing models, which require the use of observable and unobservable inputs, and are classified within Level 3 of the fair value hierarchy.
The Company’s other derivative instruments, net, include concentrate and certain doré sales contracts, zinc hedges, and an interest rate swap which are valued using pricing models with inputs derived from observable market data, including contractual terms, forward market prices, yield curves, credit spreads, and other unobservable inputs. The model inputs can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.
In July 2017, the Company sold the Endeavor Silver Stream and remaining non-core royalties to Metalla Royalty & Streaming Ltd. (“Metalla”) for total consideration of $13.0 million, including a $6.7 million convertible debenture. The convertible debenture was due to mature in June 30, 2027, however, through a combination of principal repayments and conversions into Metalla shares, the convertible debenture was extinguished in February 2019.
In October 2017, the Company acquired the Silvertip mine from shareholders of JDS Silver Holdings Ltd (the “Silvertip Acquisition”). The consideration for the Silvertip Acquisition includes two $25.0 million contingent payments, which are payable in cash and common stock upon reaching a future permitting milestone and resource declaration milestone, respectively. The fair value of the Silvertip contingent consideration is estimated based on an estimated discount rate of 2.5% for the contingent permitting payment and 2.9% for the contingent resource declaration payment and is classified within Level 3 of the fair value hierarchy.
No assets or liabilities were transferred between fair value levels in the three months ended March 31, 2019.
The following tables present the changes in the fair value of the Company's Level 3 financial assets and liabilities for the three months ended March 31, 2019:
 
Three Months Ended March 31, 2019
In thousands
Balance at the beginning of the period
 
Revaluation
 
Settlements
 
Accretion
 
Balance at the
end of the
period
Assets:
 
 
 
 
 
 
 
 
 
Equity and debt securities
$
2,217

 
$
59

 
$
(2,276
)
 
$

 
$

Liabilities:
 
 
 
 
 
 
 
 
 
Silvertip contingent consideration
$
49,276

 
$

 
$

 
$
179

 
$
49,455


16

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

The fair value of financial assets and liabilities carried at book value in the financial statements at March 31, 2019 and December 31, 2018 is presented in the following table:
 
March 31, 2019
In thousands
Book Value
 
Fair Value
 
Level 1
 
Level 2
 
Level 3  
Assets:
 
 
 
 
 
 
 
 
 
Manquiri Notes Receivable
$
1,982

 
$
1,982

 
$

 
$

 
$
1,982

Liabilities:
 
 

 
 
 
 
 
 
5.875% Senior Notes due 2024(1)
$
246,045

 
$
237,895

 
$

 
$
237,895

 
$

RCF(2)
$
135,000

 
$
135,000

 
$

 
$
135,000

 
$

(1) Net of unamortized debt issuance costs of $4.0 million.
(2) Unamortized debt issuance costs of $2.2 million included in Other Non-Current Assets.
 
December 31, 2018
In thousands
Book Value
 
Fair Value
 
Level 1
 
Level 2
 
Level 3  
Assets:
 
 
 
 
 
 
 
 
 
Manquiri Notes Receivable
$
5,487

 
$
5,487

 
$

 
$

 
$
5,487

Liabilities:
 
 
 
 
 
 
 
 
 
5.875% Senior Notes due 2024(1)
$
245,854

 
$
220,446

 
$

 
$
220,446

 
$

RCF(2)
$
135,000

 
$
135,000

 
$

 
$
135,000

 
$

(1) Net of unamortized debt issuance costs of $4.1 million.
(2) Unamortized debt issuance costs of $2.2 million included in Other Non-Current Assets.
The fair value of the Manquiri Notes Receivable (as defined below) was determined using a discounted cash flow model using a 12% discount rate which takes into consideration the increased credit risk and short duration of the Manquiri Notes Receivable. The fair value is estimated based on observable and unobservable data including yield curves and credit spreads, therefore, the Company classifies the Manquiri Notes Receivable in Level 3 of the fair value hierarchy; see Note 18 -- Discontinued Operations for additional detail.
The fair value of the 5.875% Senior Notes due 2024 (the “2024 Senior Notes”) was estimated using quoted market prices. The fair value of the RCF approximates book value as the liability is secured, has a variable interest rate, and lacks significant credit concerns.

NOTE 13 – DERIVATIVE FINANCIAL INSTRUMENTS
Provisional Metal Sales
The Company enters into sales contracts with third-party smelters, refiners and off-take customers which, in some cases, provide for a provisional payment based upon preliminary assays and quoted metal prices. The provisionally priced sales contracts contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable recorded at the forward price at the time of sale. The embedded derivatives do not qualify for hedge accounting and are marked to market through earnings each period until final settlement.
Interest Rate Swap
The Company is a party to two interest rate swap contracts in which it will receive variable-rate interest and pay fixed-rate interest. The Company uses these instruments to manage its exposure to changes in interest rates related to its RCF (see Note 8-- Debt). The interest rate swap derivative instruments are not designated as hedges from an accounting standpoint and hedge accounting is not applied. The notional amount is used to measure interest to be paid or received. The first interest rate swap derivative instrument, with a notional amount of $50.0 million, became effective June 2018 and covers a contractual term of twelve months and net settles monthly. The second interest rate swap derivative instrument, with a notional amount of $75.0 million, will become effective June 2019 and covers a contractual term of six months and net settles monthly.

17

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

At March 31, 2019, the Company had the following derivative instruments that settle as follows:
In thousands except average prices and notional ounces
2019
 
Thereafter
Provisional silver sales contracts
$
5,712

 
$

Average silver price per ounce
$
15.11

 
$

Notional ounces
378,139

 

 
 
 
 
Provisional gold sales contracts
$
10,657

 
$

Average gold price per ounce
$
1,303

 
$

Notional ounces
8,178

 

 
 
 
 
Provisional zinc sales contracts
$
11,581

 
$

Average zinc price per pound
$
1.27

 
$

Notional pounds
9,099,116

 

 
 
 
 
Provisional lead sales contracts
$
4,234

 
$

Average lead price per pound
$
0.91

 
$

Notional pounds
4,648,252

 

 
 
 
 
Fixed interest rate swap payable
$
323


$

Fixed Interest rate
2.46
%
 

Notional dollars
$
50,000

 
$

 
 
 
 
Variable interest rate swap receivable
$
326

 
$

Average variable interest rate
2.49
%
 
$

Notional dollars
$
50,000

 
$

 
 
 
 
Fixed interest rate swap payable
$
960

 
$

Fixed Interest rate
2.50
%
 

Notional dollars
$
75,000

 
$

 
 
 
 
Variable interest rate swap receivable
$
911

 
$

Average variable interest rate
2.49
%
 
$

Notional dollars
$
75,000

 
$

The following summarizes the classification of the fair value of the derivative instruments:
 
March 31, 2019
In thousands
Prepaid expenses and other
 
Accrued liabilities and other
Provisional metal sales contracts
$
550

 
$
161

Interest rate swaps
3

 
(49
)
 
$
553

 
$
112

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

 
$
644

Zinc options
113

 

Interest rate swaps
17

 

 
$
914

 
$
644


18

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

The following represent mark-to-market gains (losses) on derivative instruments for the three months ended March 31, 2019 and 2018, respectively (in thousands):
 
 
Three Months Ended March 31,
Financial statement line
Derivative
2019
 
2018
Revenue
Provisional metal sales contracts
$
250

 
$
253

Fair value adjustments, net
Zinc options

 
145

Fair value adjustments, net
Interest rate swaps
(46
)
 

 
 
$
204

 
$
398

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

NOTE 14 - OTHER, NET
Other, net consists of the following:
 
Three Months Ended March 31,
In thousands
2019
 
2018
Foreign exchange gain (loss)
$
(665
)
 
$
(670
)
Interest income on notes receivable
180

 
249

Gain (loss) on sale of assets and investments
52

 
(241
)
Other
493

 
1,175

Other, net
$
60

 
$
513



19

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

NOTE 15 – NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.
For the three months ended March 31, 2019 and 2018, 2,593,294 and 496,064 common stock equivalents, respectively, related to equity-based awards were not included in the diluted earnings per share calculation as the shares would be antidilutive.
 
Three Months Ended March 31,
In thousands except per share amounts
2019
 
2018
Net income (loss) available to common stockholders:
 
 
 
Income (loss) from continuing operations
$
(24,894
)
 
$
691

Income (loss) from discontinued operations
5,693

 
550

 
$
(19,201
)
 
$
1,241

 
 
 
 
Weighted average shares:
 
 
 
Basic
202,422

 
184,367

Effect of stock-based compensation plans

 
3,254

Diluted
202,422


187,621

 
 
 
 
Basic income (loss) per share:
 
 
 
Income (loss) from continuing operations
$
(0.12
)
 
$
0.00

Income (loss) from discontinued operations
0.03

 
0.00

Basic(1)
$
(0.09
)

$
0.01

 
 
 
 
Diluted income (loss) per share:
 
 
 
Income (loss) from continuing operations
$
(0.12
)
 
$
0.00

Income (loss) from discontinued operations
0.03

 
0.00

Diluted(1)
$
(0.09
)

$
0.01

(1) Due to rounding, the sum of net income per share from continuing operations and discontinued operations may not equal net income per share.

NOTE 16 - SUPPLEMENTAL GUARANTOR INFORMATION
The following Consolidating Financial Statements are presented to satisfy disclosure requirements of Rule 3-10 of Regulation S-X resulting from the guarantees by Coeur Alaska, Inc., Coeur Explorations, Inc., Coeur Rochester, Inc., Coeur South America Corp., Wharf Resources (U.S.A.), Inc. and its subsidiaries, and Coeur Capital, Inc. (collectively, the “Subsidiary Guarantors”) of the 2024 Senior Notes. The following schedules present Consolidating Financial Statements of (a) Coeur, the parent company; (b) the Subsidiary Guarantors; and (c) certain wholly-owned domestic and foreign subsidiaries of the Company (collectively, the “Non-Guarantor Subsidiaries”). Each of the Subsidiary Guarantors is 100% owned by Coeur and the guarantees are full and unconditional and joint and several obligations. There are no restrictions on the ability of Coeur to obtain funds from the Subsidiary Guarantors by dividend or loan.
        

20

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

CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 2019
In thousands
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
10,185

 
$
10,488

 
$
48,360

 
$

 
$
69,033

Receivables
1,915

 
7,932

 
23,683

 

 
33,530

Ore on leach pads

 
74,517

 

 

 
74,517

Inventory

 
26,963

 
33,690

 

 
60,653

Prepaid expenses and other
6,622

 
821

 
6,238

 

 
13,681

 
18,722

 
120,721

 
111,971

 

 
251,414

NON-CURRENT ASSETS
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
2,572

 
177,473

 
119,711

 

 
299,756

Mining properties, net
4,753

 
235,101

 
722,204

 

 
962,058

Ore on leach pads

 
72,633

 

 

 
72,633

Restricted assets
3,082

 
206

 
7,156

 

 
10,444

Equity and debt securities
25,875

 

 

 

 
25,875

Receivables

 
1,300

 
30,271

 

 
31,571

Net investment in subsidiaries
568,606

 
45

 
161

 
(568,812
)
 

Other
296,492

 
58,211

 
13,463

 
(290,552
)
 
77,614

TOTAL ASSETS
$
920,102

 
$
665,690

 
$
1,004,937

 
$
(859,364
)
 
$
1,731,365

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
Accounts payable
$
2,536

 
$
17,180

 
$
32,061

 
$

 
$
51,777

Other accrued liabilities
17,478

 
18,753

 
65,905

 

 
102,136

Debt

 
16,740

 
7,780

 

 
24,520

Reclamation

 
1,911

 
4,641

 

 
6,552

 
20,014

 
54,584

 
110,387

 

 
184,985

NON-CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
Debt
381,045

 
34,623

 
307,636

 
(291,035
)
 
432,269

Reclamation

 
85,328

 
45,947

 

 
131,275

Deferred tax liabilities
2,067

 
3,858

 
64,886

 

 
70,811

Other long-term liabilities
5,169

 
42,703

 
31,335

 
483

 
79,690

Intercompany payable (receivable)
(320,528
)
 
297,592

 
22,936

 

 

 
67,753

 
464,104

 
472,740

 
(290,552
)
 
714,045

STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Common stock
2,051

 
20,309

 
214,400

 
(234,709
)
 
2,051

Additional paid-in capital
3,442,029

 
164,605

 
2,054,419

 
(2,219,024
)
 
3,442,029

Accumulated deficit
(2,611,745
)
 
(37,912
)
 
(1,847,009
)
 
1,884,921

 
(2,611,745
)
Accumulated other comprehensive income (loss)

 

 

 

 

 
832,335

 
147,002

 
421,810

 
(568,812
)
 
832,335

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
920,102

 
$
665,690

 
$
1,004,937

 
$
(859,364
)
 
$
1,731,365



21

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


22

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

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED MARCH 31, 2019
In thousands
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
$

 
$
90,699

 
$
64,171

 
$

 
$
154,870

COSTS AND EXPENSES
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)

 
72,022

 
59,628

 

 
131,650

Amortization
221

 
18,445

 
23,210

 

 
41,876

General and administrative
9,474

 

 

 

 
9,474

Exploration
336

 
1,124

 
2,254

 

 
3,714

Pre-development, reclamation, and other
160

 
1,943

 
2,331

 

 
4,434

Total costs and expenses
10,191

 
93,534

 
87,423

 

 
191,148

OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
 
 
Fair value adjustments, net
9,120

 

 

 

 
9,120

Other, net
4,998

 
165

 
(800
)
 
(4,303
)
 
60

Interest expense, net of capitalized interest
(5,729
)
 
(392
)
 
(4,636
)
 
4,303

 
(6,454
)
Total other income (expense), net
8,389

 
(227
)
 
(5,436
)
 

 
2,726

Income (loss) from continuing operations before income and mining taxes
(1,802
)
 
(3,062
)
 
(28,688
)
 

 
(33,552
)
Income and mining tax (expense) benefit
(2,077
)
 
(32
)
 
10,767

 

 
8,658

Income (loss) from continuing operations
(3,879
)
 
(3,094
)
 
(17,921
)
 

 
(24,894
)
Equity income (loss) in consolidated subsidiaries
(21,015
)
 
(418
)
 
283

 
21,150

 

Income (loss) from discontinued operations
5,693

 

 

 

 
5,693

NET INCOME (LOSS)
$
(19,201
)
 
$
(3,512
)
 
$
(17,638
)
 
$
21,150

 
$
(19,201
)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on debt securities, net of tax
59

 

 

 

 
59

COMPREHENSIVE INCOME (LOSS)
$
(19,142
)
 
$
(3,512
)
 
$
(17,638
)
 
$
21,150

 
$
(19,142
)
(1) Excludes amortization.























23

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

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED MARCH 31, 2018
In thousands
Coeur Mining, Inc.
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
$

 
$
93,230

 
$
70,037

 
$

 
$
163,267

COSTS AND EXPENSES
 
 
 
 
 
 
 
 
 
Costs applicable to sales(1)

 
68,245

 
31,095

 

 
99,340

Amortization
246

 
14,205

 
16,326

 

 
30,777

General and administrative
8,797

 
3

 
4

 

 
8,804

Exploration
459

 
2,245

 
3,979

 

 
6,683

Pre-development, reclamation, and other
406

 
1,947

 
1,872

 

 
4,225

Total costs and expenses
9,908

 
86,645

 
53,276

 

 
149,829

OTHER INCOME (EXPENSE), NET
 
 
 
 
 
 
 
 
 
Fair value adjustments, net
4,946

 
(292
)
 

 

 
4,654

Other, net
4,475

 
(137
)
 
(106
)
 
(3,719
)
 
513

Interest expense, net of capitalized interest
(5,083
)
 
(353
)
 
(4,248
)
 
3,719

 
(5,965
)
Total other income (expense), net
4,338

 
(782
)
 
(4,354
)
 

 
(798
)
Income (loss) from continuing operations before income and mining taxes
(5,570
)
 
5,803

 
12,407

 

 
12,640

Income and mining tax (expense) benefit
1,638

 
(1,120
)
 
(12,467
)
 

 
(11,949
)
Income (loss) from continuing operations
(3,932
)
 
4,683

 
(60
)
 

 
691

Equity income (loss) in consolidated subsidiaries
4,164

 
(38
)
 
(170
)
 
(3,956
)
 

Income (loss) from discontinued operations
1,009

 
(284
)
 
(175
)
 

 
550

NET INCOME (LOSS)
$
1,241

 
$
4,361

 
$
(405
)
 
$
(3,956
)
 
$
1,241

OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on marketable securities, net of tax
(278
)
 

 

 

 
(278
)
Reclassification adjustments for impairment of equity securities, net of tax

 

 

 

 

COMPREHENSIVE INCOME (LOSS)
$
963

 
$
4,361

 
$
(405
)
 
$
(3,956
)
 
$
963

(1) Excludes amortization.

    


24

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

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2019
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
(30,395
)
 
8,468

 
(11,069
)
 
21,150

 
(11,846
)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
(30,395
)
 
8,468

 
(11,069
)
 
21,150

 
(11,846
)
 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
Capital expenditures
(38
)
 
(14,431
)
 
(12,969
)
 

 
(27,438
)
Proceeds from the sale of assets

 
753

 
94

 

 
847

Sales of investments
1,168

 

 

 

 
1,168

Other
1,803

 

 
(62
)
 

 
1,741

Investments in consolidated subsidiaries
21,015

 

 
135

 
(21,150
)
 

Cash provided by (used in) activities of continuing operations
23,948

 
(13,678
)
 
(12,802
)
 
(21,150
)
 
(23,682
)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
23,948


(13,678
)

(12,802
)
 
(21,150
)
 
(23,682
)
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
(15,000
)
 
(4,387
)
 
(2,969
)
 

 
(22,356
)
Net intercompany financing activity
10,226

 
(5,357
)
 
(4,869
)
 

 

Other
(3,364
)
 

 

 

 
(3,364
)
Cash provided by (used in) activities of continuing operations
6,862

 
(9,744
)
 
(7,838
)
 

 
(10,720
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
6,862


(9,744
)

(7,838
)



(10,720
)
Effect of exchange rate changes on cash and cash equivalents

 
3

 
198

 

 
201

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
415


(14,951
)

(31,511
)
 

 
(46,047
)
Cash, cash equivalents and restricted cash at beginning of period
12,747

 
25,532

 
79,790

 

 
118,069

Cash, cash equivalents and restricted cash at end of period
$
13,162


$
10,581


$
48,279


$


$
72,022

































25

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

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 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
 
$
(7,938
)
 
$
5,395

 
$
22,040

 
$
(3,956
)
 
15,541

Cash provided by (used in) activities of discontinued operations
 

 

 
(2,690
)
 

 
(2,690
)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
 
(7,938
)
 
5,395

 
19,350

 
(3,956
)
 
12,851

 
 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(83
)
 
(14,341
)
 
(27,921
)
 

 
(42,345
)
Proceeds from the sale of assets
 

 
60

 

 

 
60

Purchase of investments
 
(361
)
 

 

 

 
(361
)
Sales of investments
 
1,067

 
552

 

 

 
1,619

Other
 

 

 
(65
)
 

 
(65
)
Investments in consolidated subsidiaries
 
(4,162
)
 
37

 
169

 
3,956

 

Cash provided by (used in) activities of continuing operations
 
(3,539
)
 
(13,692
)
 
(27,817
)
 
3,956

 
(41,092
)
Cash provided by (used in) activities of discontinued operations
 

 

 
(28,470
)
 

 
(28,470
)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
 
(3,539
)
 
(13,692
)
 
(56,287
)
 
3,956

 
(69,562
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
 
Issuance of notes and bank borrowings
 
15,000

 

52,577


 

 
15,000

Payments on debt, capital leases, and associated costs
 

 
(2,395
)
 
(16,054
)
 

 
(18,449
)
Net intercompany financing activity
 
(20,381
)
 
(10,946
)
 
31,327

 

 

Other
 
(4,606
)
 

 

 

 
(4,606
)
Cash provided by (used in) activities of continuing operations
 
(9,987
)
 
(13,341
)
 
15,273

 

 
(8,055
)
Cash provided by (used in) activities of discontinued operations
 

 

 
(22
)
 

 
(22
)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
 
(9,987
)
 
(13,341
)
 
15,251

 

 
(8,077
)
Effect of exchange rate changes on cash and cash equivalents
 

 
2

 
555

 

 
557

Less net cash provided by (used in) discontinued operations
 

 

 
(32,930
)
 

 
(32,930
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
 
(21,464
)
 
(21,636
)
 
11,799

 

 
(31,301
)
Cash and cash equivalents at beginning of period
 
56,033

 
52,239

 
95,130

 

 
203,402

Cash and cash equivalents at end of period
 
$
34,569

 
$
30,603

 
$
106,929

 
$

 
$
172,101








26

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. As of March 31, 2019 the remaining unamortized balance was $12.5 million, which is included in Accrued liabilities and other and Other long-term liabilities on the Condensed Consolidated Balance Sheet.
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 March 31, 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. As of March 31, 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 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. As of March 31, 2019, the Company included the $25.0 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 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,

27

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

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 months ended March 31, 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 months ended March 31, 2019 and 2018 are as follows (in thousands):
 
Three Months Ended March 31,
 
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 three months ended March 31, 2018. Net cash used in investing activities from San Bartolomé were $28.5 million for the three months ended March 31, 2018

NOTE 19 – ADDITIONAL BALANCE SHEET DETAIL AND SUPPLEMENTAL CASH FLOW INFORMATION
Accrued liabilities and other consist of the following:
In thousands
March 31, 2019
 
December 31, 2018
Accrued salaries and wages
$
16,190

 
$
22,229

Income and mining taxes
8,825

 
16,474

Silvertip contingent consideration
49,455

 
25,000

Accrued operating costs
6,179

 
13,688

Taxes other than income and mining
2,974

 
3,639

Accrued interest payable
5,173

 
1,589

Operating lease liabilities
13,340

 
$

Accrued liabilities and other
$
102,136

 
$
82,619


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 months ended March 31, 2019 and 2018:
In thousands
March 31, 2019
 
March 31, 2018
Cash and cash equivalents
$
69,033

 
$
159,643

Restricted cash equivalents
2,989

 
12,458

Total cash, cash equivalents and restricted cash shown in the statement of cash flows
$
72,022

 
$
172,101



28


Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Coeur Mining, Inc. and its subsidiaries (collectively the “Company”, “our”, or “we”). We use certain non-GAAP financial performance measures in our MD&A. For a detailed description of these measures, please see “Non-GAAP Financial Performance Measures” at the end of this item. We provide 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.     
First Quarter 2019 Highlights
Lower gold and silver grades attributable to mine sequencing led to lower gold and silver production and higher costs applicable to sales per gold and silver ounce at Palmarejo. Palmarejo’s La Nacion deposit, located between the Independencia and Guadalupe underground mines, remains on-schedule to commence production in the second half of 2019.
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 adverse weather conditions and decommissioning of the crusher as part of the high pressure grinding roll, or HGPR, crushing unit project. HGPR construction remains on-budget and on-schedule. Commissioning activities are now underway and the impact on silver recovery rates is expected to be seen beginning mid-year with full ramp-up expected during the third quarter.
Kensington gold production increased and costs applicable to sales per gold ounce remained comparable. The higher grade Jualin mine, which reached commercial production in December, supplemented existing ore sources at Kensington in the first quarter of 2019 and is expected to contribute to increased production and lower costs applicable to sales per gold ounce for the remainder of 2019. Mining activities at Jualin shifted focus from ore development to full production, allowing for longhole stope production at Jualin in future quarters. Ore from Jualin accounted for approximately 10% of Kensington’s gold production during the quarter and had an average grade of 0.41 ounces per ton. Jualin is expected to account for approximately 20% of Kensington’s total production in 2019.
Wharf first quarter gold production reflects the impact of lower grade tons placed in the prior quarter. Costs applicable to sales per gold ounce increased in the first quarter of 2019 as a result of higher equipment rental and consumable costs.
Production at Silvertip, which commenced commercial production in September 2018, was higher driven by higher tons milled. The mill exceeded 1,100 tpd (1,000 metric tonnes per day (“mtpd”)) intermittently in March and averaged approximately 843 tpd (765 mtpd), excluding two days of scheduled maintenance. Average head grades, recovery rates and concentrate grades are expected to continue trending higher as mill availability improves and newly-mined higher grade material is processed. Current areas of focus include (i) sustaining consistent levels of mill availability to allow for recovery rate optimization, (ii) accelerating underground development rates to enhance mining flexibility and access to higher grade ore, and (iii) workforce training and retention.





29


Selected Financial and Operating Results
 
Three Months Ended March 31,
In thousands
2019
 
2018
Financial Results from Continuing Operations:
 
 
 
Gold sales
$
106,764

 
$
110,474

Silver sales
$
40,114

 
$
52,793

Zinc sales
$
5,634

 
$

Lead sales
$
2,358

 
$

Consolidated Revenue
$
154,870

 
$
163,267

Net income (loss)
$
(24,894
)
 
$
691

Net income (loss) per share, diluted
$
(0.12
)
 
$
0.00

Adjusted net income (loss)(1)
$
(22,958
)
 
$
342

Adjusted net income (loss) per share, diluted(1)
$
(0.11
)
 
$
0.00

EBITDA(1)
$
14,778

 
$
49,382

Adjusted EBITDA(1)
$
26,104

 
$
49,186

Operating Results from Continuing Operations:
 
 
 
Gold ounces produced
78,336

 
85,383

Silver ounces produced
2,490,434

 
3,182,110

Zinc pounds produced
3,719,013

 

Lead pounds produced
3,076,845

 

Gold ounces sold
85,326

 
87,153

Silver ounces sold
2,635,015

 
3,160,913

Zinc pounds sold
4,723,069

 

Lead pounds sold
2,747,847

 

Average realized price per gold ounce
$
1,251

 
$
1,268

Average realized price per silver ounce
$
15.22

 
$
16.70

Average realized price per zinc pound
$
1.50

 
$

Average realized price per lead pound
$
0.92

 
$

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.



30


Consolidated Financial Results
Three Months Ended March 31, 2019 compared to Three Months Ended March 31, 2018
Revenue
Revenue decreased by $8.4 million as a result of fewer gold (2%) and silver (17%) ounces sold coupled with a 1% and 9% decrease in average realized gold and silver prices, respectively, partially offset by sales from Silvertip, which commenced commercial production in September 2018. The Company sold 85,326 gold ounces, 2.6 million silver ounces, 4.7 million zinc pounds and 2.7 million lead pounds compared to 87,153 gold ounces and 3.2 million silver ounces in the prior year. Gold contributed 68% of sales, silver contributed 26%, zinc contributed 4% and lead contributed less than 2%, compared to 68% of sales from gold and 32% from silver.

The following table summarizes consolidated metal sales:
 
Three Months Ended March 31,
 
Increase
 
Percent
In thousands
2019
 
2018
 
(Decrease)
 
Change
Gold sales
$
106,764

 
$
110,474

 
$
(3,710
)
 
(3
)%
Silver sales
40,114

 
52,793

 
(12,679
)
 
(24
)%
Zinc sales
5,634

 

 
5,634

 
100
 %
Lead sales
2,358

 

 
2,358

 
100
 %
Metal sales
$
154,870

 
$
163,267

 
$
(8,397
)
 
(5
)%
Costs Applicable to Sales
Costs applicable to sales increased primarily due to sales at Silvertip, a $15.4 million write-down of inventory at Silvertip and higher per unit costs at all operating sites. For 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 $11.1 million, or 36%, resulting from the inclusion of Silvertip and higher sales at Kensington.
Expenses
General and administrative expenses increased $0.7 million, or 8%, primarily due to higher professional services costs.
Exploration expense decreased $3.0 million, or 44%, as a result of lower near-mine exploration costs at Palmarejo and Kensington, as well as lower greenfields explorations expense in Mexico partially offset by exploration expense at the recently-acquired Sterling and Crown deposits located in southern Nevada. The Company completed 27,724 feet (8,450 meters) of resource expansion drilling and 62,402 feet (19,020 meters) of resource infill drilling in the first quarter of 2019 compared to 109,983 feet (33,523 meters) of resource expansion drilling and 85,058 feet (25,926 meters) of resource infill drilling in the first quarter of 2018. Exploration activities in the first quarter of 2019 focused on targets at Palmarejo, Kensington and the Sterling Gold Project. Drill programs at Rochester, Wharf and Silvertip are scheduled to resume in the second quarter.
Pre-development, reclamation, and other expenses increased $0.2 million, or 5%, stemming from higher asset retirement obligation accretion expense at Silvertip.
Other Income and Expenses
Fair value adjustments, net, increased to $9.1 million from $4.7 million as a result of favorable fair value adjustments related to the Company’s equity investment in Metalla Royalty & Streaming Ltd, which has an estimated fair value of $23.9 million at March 31, 2019.
Interest expense (net of capitalized interest of $0.7 million) increased to $6.5 million from $6.0 million, due to higher average debt levels related to the RCF.

31


Income and Mining Taxes    
During the first quarter of 2019, the Company reported estimated income and mining tax benefit of approximately $8.7 million resulting in an effective tax rate of 25.8%. This compares to income tax expense of $11.9 million or an effective tax rate of 94.5% during the first 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 March 31,
 
2019
 
2018
In thousands
Income (loss) before tax
Tax (expense) benefit
 
Income (loss) before tax
Tax (expense) benefit
United States
$
(6,047
)
$
(2,162
)
 
$
1,187

$
517

Canada
(26,525
)
9,792

 


Mexico
(772
)
1,024

 
13,126

(13,222
)
Other jurisdictions
(208
)
4

 
(1,673
)
756

 
$
(33,552
)
$
8,658

 
$
12,640

$
(11,949
)
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 $24.9 million, or $0.12 per share, compared to net income of $0.7 million, or $0.00 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 $15.4 million at Silvertip of 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 $0.3 million, or $0.00 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.


32


Results of Continuing Operations
Palmarejo
 
Three Months Ended March 31,
 
2019
 
2018
Tons milled
378,987

 
359,893

Average gold grade (oz/t)
0.07

 
0.10

Average silver grade (oz/t)
4.64

 
6.88

Average recovery rate – Au
83.4
%
 
80.4
%
Average recovery rate – Ag
72.8
%
 
81.4
%
Gold ounces produced
23,205

 
29,896

Silver ounces produced
1,278,283

 
2,013,239

Gold ounces sold
27,394

 
30,888

Silver ounces sold
1,405,409

 
2,030,703

Costs applicable to sales per gold ounce(1)
$
716

 
$
519

Costs applicable to sales per silver ounce(1)
$
9.70

 
$
7.43

(1)See Non-GAAP Financial Performance Measures.
Three Months Ended March 31, 2019 compared to Three Months Ended March 31, 2018
Gold and silver production decreased 22% and 37%, respectively, resulting from lower silver and gold grades attributable to mine sequencing, which in turn contributed to a 38% and 31% increase in costs applicable to sales per gold and silver ounce, respectively. Metal sales were $53.2 million, or 34% of Coeur’s metal sales, compared with $70.0 million, or 43% of Coeur’s metal sales. Amortization decreased to $14.5 million primarily due to lower ounces sold. Capital expenditures remained comparable at $8.7 million and were focused on underground development at Guadalupe, Independencia and La Nacion, conversion drilling and a new thickener that is expected to increase gold and silver recovery rates.
Rochester
 
Three Months Ended March 31,
 
2019
 
2018
Tons placed
2,667,559

 
4,351,131

Average gold grade (oz/t)
0.003

 
0.003

Average silver grade (oz/t)
0.46

 
0.54

Gold ounces produced
8,256

 
11,487

Silver ounces produced
959,905

 
1,157,026

Gold ounces sold
8,511

 
11,163

Silver ounces sold
1,000,453

 
1,119,227

Costs applicable to sales per gold ounce(1)
$
1,108

 
$
947

Costs applicable to sales per silver ounce(1)
$
13.02

 
$
11.85

(1)See Non-GAAP Financial Performance Measures.
Three Months Ended March 31, 2019 compared to Three Months Ended March 31, 2018
Gold and silver production decreased 28% and 17%, respectively, due to reduced placement rates caused by adverse weather conditions and the planned decommissioning of a crusher as part of the HPGR project in the second half of 2018. Metal sales were $26.4 million, or 17% of Coeur’s metal sales, compared with $33.5 million, or 21% of Coeur’s metal sales. Costs applicable to sales per gold and silver ounce increased 17% and 10%, respectively, due to lower production. Capital expenditures increased to $4.6 million from $2.6 million due to higher HPGR unit and POA 11 capital expenditures.

33


Kensington
 
Three Months Ended March 31,
 
2019
 
2018
Tons milled
164,332

 
158,706

Average gold grade (oz/t)
0.20

 
0.17

Average recovery rate
90.2
%
 
94.0
%
Gold ounces produced
29,973

 
26,064

Gold ounces sold
$
31,335

 
$
27,763

Costs applicable to sales per gold ounce(1)
$
1,027

 
$
1,010

(1)
See Non-GAAP Financial Performance Measures.
Three Months Ended March 31, 2019 compared to Three Months Ended March 31, 2018
Gold production increased 15% due to higher mill throughput resulting from Jualin mine production. Metal sales were $40.3 million, or 26% of Coeur’s metal sales, compared to $36.3 million, or 22% of Coeur’s metal sales. Costs applicable to sales per gold ounce were comparable primarily due to planned equipment rebuilds in the first quarter of 2019. Amortization increased to $11.7 million from $6.7 million due to higher gold ounces sold. Capital expenditures decreased to $9.4 million resulting from decreased underground development at Kensington, Jualin and Raven and lower mining equipment expenditures.
Wharf
 
Three Months Ended March 31,
 
2019
 
2018
Tons placed
1,090,510

 
1,076,395

Average gold grade (oz/t)
0.020

 
0.022

Gold ounces produced
16,902

 
17,936

Silver ounces produced
13,484

 
11,845

Gold ounces sold
18,086

 
17,339

Silver ounces sold
14,052

 
10,983

Costs applicable to sales per gold ounce(1)
$
950

 
$
868

(1)
See Non-GAAP Financial Performance Measures.
Three Months Ended March 31, 2019 compared to Three Months Ended March 31, 2018
Gold production reflects the impact of lower grade tons placed in the prior quarter. Metal sales were $24.0 million, or 16% of Coeur’s metal sales, compared to $23.4 million, or 14% of Coeur’s metal sales. Costs applicable to sales per gold ounce increased 9% due to higher equipment rental and consumable costs. Amortization remained comparable at $2.7 million despite higher gold ounces sold due to lower amortizable mineral interests. Capital expenditures remained comparable at $0.4 million.

34


Silvertip
 
Three Months Ended March 31,
 
2019
 
2018
Tons milled
62,051

 

Average silver grade (oz/t)
5.50

 

Average zinc grade (%)
5.9
%
 

Average lead grade (%)
3.7
%
 

Average recovery rate – Ag
69.9
%
 
 
Average recovery rate – Zn
50.5
%
 
 
Average recovery rate – Pb
66.8
%
 
 
Silver ounces produced
238,762

 

Zinc pounds produced
3,719,013

 

Lead pounds produced
3,076,845

 

Silver ounces sold
$
215,101

 
$

Zinc pounds sold
$
4,723,069

 
$

Lead pounds sold
$
2,747,847

 
$

Costs applicable to sales per silver ounce(1)
$
33.12

 
$

Costs applicable to sales per zinc pound(1)
$
2.85

 
$

Costs applicable to sales per lead ounce(1)
$
2.11

 
$

(1)
See Non-GAAP Financial Performance Measures.
Three Months Ended March 31, 2019 compared to Three Months Ended March 31, 2018
In September 2018, Silvertip commenced commercial production. Metal sales were $10.9 million, or 7% of Coeur’s metal sales. Costs applicable to sales per ounce were impacted by a $15.4 million write-down of metal inventory as a result of lower than expected production levels, grades and recovery rates. Amortization was $8.4 million. Capital expenditures decreased to $4.1 million from $18.6 million due to pre-production capitalization in 2018. Capital expenditures focused on underground development and the 220-person camp that was opened to employees in March 2019.


35


Liquidity and Capital Resources
At March 31, 2019, the Company had $72.0 million of cash, cash equivalents and restricted cash and $115.0 million available under the RCF. Cash and cash equivalents decreased $46.0 million in the three months ended March 31, 2019 primarily due to lower gold and silver prices, lower gold and silver ounces sold, Silvertip operating costs and mining tax payments at Palmarejo, partially offset by lower capital expenditures at Silvertip. The amount available of $115.0 million under the RCF was the same at March 31, 2019 as it was at December 31, 2018.
Cash Provided by (Used in) Operating Activities from Continuing Operations
Net cash used in operating activities for the three months ended March 31, 2019 was $11.8 million, compared to net cash provided by operating activities for the three months ended March 31, 2018 of $15.5 million. Adjusted EBITDA from continuing operations was $26.1 million, compared to $49.2 million (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 March 31,
In thousands
2019
 
2018
Cash flow before changes in operating assets and liabilities
$
21,466

 
$
33,440

Changes in operating assets and liabilities:
 
 
 
Receivables
(5,735
)
 
(1,691
)
Prepaid expenses and other
(2,684
)
 
(5,635
)
Inventories
(18,821
)
 
(8,708
)
Accounts payable and accrued liabilities
(6,072
)
 
(1,865
)
Cash provided by (used in) continuing operating activities
$
(11,846
)
 
$
15,541

Cash provided by (used in) operating activities decreased $27.4 million in the three months ended March 31, 2019, in line with the Company’s expectations, compared to the three months ended March 31, 2018, primarily due to lower sales of gold and silver (2% and 17%, respectively). In addition, cash provided by (used in) operating activities was impacted by lower than anticipated production at Silvertip that resulted in a $15.4 million write-down of metals inventory, as well as income and mining tax payments made by Coeur Mexicana in the first quarter of 2019 and timing of VAT collections. Revenue for the three months ended March 31, 2019 decreased $8.4 million, of which $6.1 million was due to lower average realized prices and $2.3 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 March 31, 2019 was $23.7 million compared to net cash used in investing activities of $41.1 million in the three months ended March 31, 2018. Cash used in investing activities decreased primarily due to pre-production capital spending at Silvertip in 2018. The Company had capital expenditures of $27.4 million in the three months ended March 31, 2019 compared with $42.3 million in the three months ended March 31, 2018. Capital expenditures in the three months ended March 31, 2019 were primarily related to underground development at Silvertip, Palmarejo, and Kensington, a new 220-person camp at Silvertip and the HPGR unit at Rochester. Capital expenditures in the three months ended March 31, 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 March 31, 2019 increased to $10.7 million compared to net cash used in financing activities of $8.1 million in the three months ended March 31, 2018 as a result of higher finance lease payments. During the three months ended March 31, 2019, the Company borrowed and repaid $15.0 million, from the RCF. During the three months ended March 31, 2018, the Company borrowed $15.0 million from the RCF to repay a Silvertip-related debt obligation.
    
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.


36


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 future cash interest payments and/or amounts due at maturity or upon redemption, from time to time we may 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 regularly engage in conversations with our bondholders and 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 such transactions may occur at a substantial discount to the debt securities’ face amount.

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.

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.
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:

37


 
Three Months Ended March 31,
In thousands except per share amounts
2019
 
2018
Net income (loss)
$
(19,201
)
 
$
1,241

(Income) loss from discontinued operations, net of tax
(5,693
)
 
(550
)
Fair value adjustments, net
(9,120
)
 
(4,654
)
(Gain) loss on sale of assets and securities
(52
)
 
241

Interest income on notes receivables
(180
)
 
(248
)
Silvertip start-up write-down
15,447

 

Foreign exchange loss (gain)
1,256

 
4,312

Tax effect of adjustments(1)
(5,415
)
 

Adjusted net income (loss)
$
(22,958
)
 
$
342

 
 
 
 
Adjusted net income (loss) per share - Basic
$
(0.11
)
 
$
0.00

Adjusted net income (loss) per share - Diluted
$
(0.11
)
 
$
0.00

(1)
For the three months ended March 31, 2019, tax effect of adjustments of $5.4 million (-89%) is primarily related to the write-down of Silvertip start-up costs.
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:

38


 
Three Months Ended March 31,
In thousands except per share amounts
2019
 
2018
Net income (loss)
$
(19,201
)
 
$
1,241

(Income) loss from discontinued operations, net of tax
(5,693
)
 
(550
)
Interest expense, net of capitalized interest
6,454

 
5,965

Income tax provision (benefit)
(8,658
)
 
11,949

Amortization
41,876

 
30,777

EBITDA
14,778


49,382

Fair value adjustments, net
(9,120
)
 
(4,654
)
Foreign exchange (gain) loss
665

 
670

(Gain) loss on sale of assets and securities
(52
)
 
241

Interest income on notes receivables
(180
)
 
(248
)
Silvertip start-up write-down
15,447

 

Asset retirement obligation accretion
2,943

 
2,669

Inventory adjustments and write-downs
1,623

 
1,126

Adjusted EBITDA
$
26,104


$
49,186

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 March 31, 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)
$
47,772

 
$
26,491

 
$
43,902

 
$
20,073

 
$
34,811

 
$
173,049

Amortization
(14,528
)
 
(4,037
)
 
(11,727
)
 
(2,681
)
 
(8,426
)
 
(41,399
)
Costs applicable to sales
$
33,244

 
$
22,454

 
$
32,175

 
$
17,392

 
$
26,385

 
$
131,650

 
 
 
 
 
 
 
 
 
 
 
 
Metal Sales
 
 
 
 
 
 
 
 
 
 
 
Gold ounces
27,394

 
8,511

 
31,335

 
18,086

 
 
 
85,326

Silver ounces
1,405,409

 
1,000,453

 
 
 
14,052

 
215,101

 
2,635,015

Zinc pounds
 
 
 
 
 
 
 
 
4,723,069

 
4,723,069

Lead pounds
 
 
 
 
 
 
 
 
2,747,847

 
2,747,847

 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales
 
 
 
 
 
 
 
 
 
 
 
Gold ($/oz)
$
716

 
$
1,108

 
$
1,027

 
$
950

 
 
 
 
Silver ($/oz)
$
9.70

 
$
13.02

 
 
 
 
 
$
33.12

 
 
Zinc ($/lb)
 
 
 
 
 
 
 
 
$
2.85

 
 
Lead ($/lb)
 
 
 
 
 
 
 
 
$
2.11

 
 

39


Three Months Ended March 31, 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)
$
47,420

 
$
29,136

 
$
35,347

 
$
17,966

 
$

 
$
129,869

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

 
(30,530
)
Costs applicable to sales
$
31,095

 
$
24,305

 
$
28,630

 
$
15,309

 
$

 
$
99,339

Inventory Adjustments
8

 
(471
)
 
(591
)
 
(72
)
 

 
(1,126
)
By-product credit

 

 

 
(183
)
 

 
(183
)
Adjusted costs applicable to sales
$
31,103

 
$
23,834

 
$
28,039

 
$
15,054

 
$

 
$
98,030

 
 
 
 
 
 
 
 
 
 
 
 
Metal Sales
 
 
 
 
 
 
 
 
 
 
 
Gold ounces
30,888

 
11,163

 
27,763

 
17,339

 
 
 
87,153

Silver ounces
2,030,703

 
1,119,227

 
 
 
10,983

 

 
3,160,913

Zinc pounds
 
 
 
 
 
 
 
 

 

Lead pounds
 
 
 
 
 
 
 
 

 

 
 
 
 
 
 
 
 
 
 
 
 
Costs applicable to sales
 
 
 
 
 
 
 
 
 
 
 
Gold ($/oz)
$
519

 
$
947

 
$
1,010

 
$
868

 
 
 
 
Silver ($/oz)
$
7.43

 
$
11.85

 
 
 
 
 
$

 
 
Zinc ($/lb)
 
 
 
 
 
 
 
 
$

 
 
Lead ($/lb)
 
 
 
 
 
 
 
 
$

 
 




40


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, 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 March 31, 2019.
Provisional Gold and Silver 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 gains of $0.3 million in the three months ended March 31, 2019 and 2018.

41


At March 31, 2019, the Company had outstanding provisionally priced sales of 8,178 ounces of gold at an average price of $1,303, 0.4 million ounces of silver at an average price of $15.11, 9.1 million pounds of zinc at an average price of $1.27 and 4.6 million pounds of lead at an average price of $0.91. A 10% change in realized gold, silver, zinc and lead prices would cause revenue to vary by $3.2 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 March 31, 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 March 31, 2019 with a contractual term through June 2019 and December 31, 2019. A 10% change in the 1-month LIBOR would cause Fair value adjustments, net to vary by $0.1 million.


42


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 March 31, 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
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. The foregoing description is a summary only and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit 10.2 to this Report and is incorporated by reference into this Item 5.

43


Item 6.        Exhibits
3.1
10.1
10.2
31.1
31.2
32.1
32.2
95.1
101.INS
XBRL Instance Document**
101.SCH
XBRL Taxonomy Extension Schema**
101.CAL
XBRL Taxonomy Extension Calculation Linkbase**
101.DEF
XBRL Taxonomy Extension Definition Linkbase**
101.LAB
XBRL Taxonomy Extension Label Linkbase**
101.PRE
XBRL Taxonomy Extension Presentation Linkbase**
*    Management contract or compensatory plan or arrangement.
**    The following financial information from Coeur Mining, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 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
May 1, 2019
/s/ Mitchell J. Krebs
 
 
 
MITCHELL J. KREBS
 
 
 
President and Chief Executive Officer (Principal Executive Officer)
 
 
 
 
Dated
May 1, 2019
/s/ Thomas S. Whelan
 
 
 
THOMAS S. WHELAN
 
 
 
Senior Vice President and Chief Financial Officer (Principal Financial Officer)

 
 
 
 
Dated
May 1, 2019
/s/ Ken Watkinson
 
 
 
KEN WATKINSON
 
 
 
Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)


44