e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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þ |
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 |
For the quarterly period ended March 31, 2008
OR
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o |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 |
For the transition period from to
Commission file number 1-8641
COEUR DALENE MINES CORPORATION
(Exact name of registrant as specified in its charter)
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Idaho
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82-0109423 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
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PO Box I,
505 Front Ave.
Coeur dAlene, Idaho
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83816 |
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(Address of principal executive offices)
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(Zip Code) |
(208) 667-3511
(Registrants 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 o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Applicable only to corporate issuers: Indicate the number of shares outstanding of each of
Issuers classes of common stock, as of the latest practicable date: Common stock, par value
$1.00, of which 550,873,535 shares were issued and outstanding as of May 7, 2008.
COEUR DALENE MINES CORPORATION
INDEX
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Page No. |
Part I. Financial Information |
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Item 1. Financial Statements |
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Consolidated Balance Sheets Unaudited March 31, 2008 and December 31, 2007 |
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3 |
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Consolidated Statements of Operations and Comprehensive Income Unaudited Three Months Ended March 31, 2008 and 2007 |
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5 |
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Consolidated Statements of Cash Flows Unaudited Three Months Ended March 31, 2008 and 2007 |
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6 |
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Notes to Consolidated Financial Statements Unaudited |
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7 |
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
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29 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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49 |
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Item 4. Controls and Procedures |
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51 |
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Part II. Other Information |
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51 |
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Item 1A. Risk Factors |
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51 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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57 |
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Item 6. Exhibits |
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57 |
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2
COEUR DALENE MINES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March 31, |
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December 31, |
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2008 |
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2007 |
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(In thousands) |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
206,178 |
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$ |
98,671 |
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Short-term investments |
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92,526 |
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53,039 |
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Receivables |
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71,591 |
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56,121 |
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Ore on leach pad |
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20,817 |
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25,924 |
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Metal and other inventory |
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21,288 |
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18,918 |
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Deferred tax assets |
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3,359 |
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3,573 |
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Prepaid expenses and other |
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12,240 |
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7,821 |
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427,999 |
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264,067 |
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PROPERTY, PLANT AND EQUIPMENT |
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Property, plant and equipment |
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363,755 |
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322,733 |
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Less accumulated depreciation |
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(76,117 |
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(69,937 |
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287,638 |
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252,796 |
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MINING PROPERTIES |
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Operational mining properties |
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144,606 |
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143,324 |
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Less accumulated depletion |
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(126,470 |
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(124,401 |
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18,136 |
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18,923 |
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Mineral interests |
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1,757,953 |
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1,731,715 |
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Less accumulated depletion |
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(12,750 |
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(11,639 |
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1,745,203 |
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1,720,076 |
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Non-producing and development properties |
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334,519 |
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311,469 |
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2,097,858 |
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2,050,468 |
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OTHER ASSETS |
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Ore on leach pad, non-current portion |
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23,135 |
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24,995 |
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Restricted assets |
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26,264 |
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25,760 |
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Receivables, non-current |
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16,379 |
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18,708 |
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Debt issuance costs, net |
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13,139 |
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4,848 |
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Deferred tax assets |
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769 |
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1,109 |
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Other |
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8,745 |
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8,943 |
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88,431 |
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84,363 |
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TOTAL ASSETS |
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$ |
2,901,926 |
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$ |
2,651,694 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
COEUR DALENE MINES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March 31, |
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December 31, |
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2008 |
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2007 |
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(In thousands, except |
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share data) |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
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$ |
64,249 |
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$ |
49,642 |
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Accrued liabilities and other |
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11,158 |
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9,072 |
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Accrued income taxes |
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10,297 |
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7,547 |
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Accrued payroll and related benefits |
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5,540 |
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9,342 |
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Accrued interest payable |
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713 |
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1,060 |
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Current portion of long-term debt and capital lease obligations |
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30,927 |
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30,831 |
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Current portion of reclamation and mine closure |
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4,620 |
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4,183 |
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127,504 |
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111,677 |
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LONG-TERM LIABILITIES |
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3 1/4% Convertible Senior Notes due March 2028 |
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230,000 |
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1 1/4% Convertible Senior Notes due January 2024 |
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180,000 |
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180,000 |
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Reclamation and mine closure |
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30,409 |
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30,629 |
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Deferred income taxes |
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572,538 |
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573,681 |
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Obligations under capital leases |
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21,359 |
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23,661 |
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Other long-term liabilities |
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5,707 |
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4,679 |
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1,040,013 |
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812,650 |
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COMMITMENTS AND CONTINGENCIES
(See Notes F, I, J, K, L, M, N and O) |
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SHAREHOLDERS EQUITY |
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Common Stock, par value $1.00 per share; authorized 750,000,000
shares in 2008 and 2007, issued 551,841,250 shares in 2008 and
551,512,230 shares in 2007 (1,059,211 shares held in treasury) |
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551,841 |
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551,512 |
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Additional paid-in capital |
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1,609,016 |
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1,607,737 |
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Accumulated deficit |
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(414,609 |
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(419,331 |
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Shares held in treasury |
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(13,190 |
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(13,190 |
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Accumulated other comprehensive income |
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1,351 |
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639 |
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1,734,409 |
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1,727,367 |
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TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
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$ |
2,901,926 |
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$ |
2,651,694 |
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The accompanying notes are an integral part of these consolidated financial statements.
4
COEUR DALENE MINES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
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Three Months Ended March 31, |
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2008 |
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2007 |
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REVENUES |
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Sales of metal |
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$ |
57,286 |
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$ |
50,860 |
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COSTS AND EXPENSES |
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Production costs applicable to sales |
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25,285 |
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21,020 |
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Depreciation and depletion |
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5,663 |
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7,021 |
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Administrative and general |
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8,524 |
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6,174 |
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Exploration |
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3,742 |
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2,882 |
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Pre-development |
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5,785 |
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Litigation settlement |
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507 |
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Total cost and expenses |
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48,999 |
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37,604 |
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OPERATING INCOME |
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8,287 |
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13,256 |
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OTHER INCOME AND EXPENSE |
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Interest and other income |
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1,331 |
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4,550 |
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Interest expense, net of capitalized interest |
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(821 |
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(87 |
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Total other income and expense |
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510 |
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4,463 |
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Income from continuing operations before income taxes |
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8,797 |
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17,719 |
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Income tax provision |
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(4,076 |
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(3,701 |
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NET INCOME |
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4,721 |
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14,018 |
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Other comprehensive income (loss) |
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712 |
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(172 |
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COMPREHENSIVE INCOME |
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$ |
5,433 |
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$ |
13,846 |
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BASIC AND DILUTED INCOME PER SHARE
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Basic income per share: |
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Net income |
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$ |
0.01 |
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$ |
0.05 |
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Diluted income per share: |
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Net income |
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$ |
0.01 |
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$ |
0.05 |
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Weighted average number of shares of common stock |
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Basic |
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549,965 |
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277,677 |
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Diluted |
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574,798 |
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302,170 |
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The accompanying notes are an integral part of these consolidated financial statements.
5
COEUR DALENE MINES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months Ended March 31, |
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2008 |
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2007 |
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(In Thousands) |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
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$ |
4,721 |
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$ |
14,018 |
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Add (deduct) non-cash items: |
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Depreciation and depletion |
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5,663 |
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7,021 |
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Deferred taxes |
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(928 |
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373 |
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Unrealized gain on embedded derivatives, net |
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(1,174 |
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(35 |
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Loss on foreign currency translation |
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1,211 |
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(46 |
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Share based compensation |
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1,591 |
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562 |
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Other charges |
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115 |
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67 |
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Changes in Operating Assets and Liabilities: |
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Receivables and other current assets |
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(14,298 |
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7,408 |
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Inventories |
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4,597 |
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(5,041 |
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Accounts payable and accrued liabilities |
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(9,147 |
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(1,660 |
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CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
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(7,649 |
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22,667 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of short-term investments |
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(91,679 |
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(33,311 |
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Proceeds from sales of short-term investments |
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51,799 |
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60,160 |
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Capital expenditures |
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(64,509 |
) |
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(42,003 |
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Other |
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51 |
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468 |
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CASH USED IN INVESTING ACTIVITIES |
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(104,338 |
) |
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(14,686 |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from issuance of convertible notes |
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230,000 |
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Repayment of long-term debt and capital leases |
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(2,488 |
) |
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(286 |
) |
Payments of debt issuance costs |
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(8,385 |
) |
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Proceeds from short-term borrowings |
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703 |
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Common stock repurchased |
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(372 |
) |
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(277 |
) |
Other |
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36 |
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(102 |
) |
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CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES: |
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219,494 |
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(665 |
) |
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INCREASE IN CASH AND CASH EQUIVALENTS |
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107,507 |
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|
7,316 |
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Cash and cash equivalents at beginning of period |
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98,671 |
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270,672 |
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Cash and cash equivalents at end of period |
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$ |
206,178 |
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$ |
277,988 |
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|
The accompanying notes are an integral part of these consolidated financial statements.
6
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
(dollars in thousands, except per share, per ounce amounts)
NOTE A BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America for interim financial
information and the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments) considered necessary for a
fair presentation have been included. Operating results for the three-month period ended March 31,
2008 are not necessarily indicative of the results that may be expected for the year ending
December 31, 2008. The balance sheet at December 31, 2007 has been derived from the audited
financial statements at that date. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Coeur dAlene Mines Corporation (Coeur or the
Company) Annual Report on Form 10-K for the year ending December 31, 2007.
NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The consolidated financial statements include the
wholly-owned subsidiaries of the Company, the most significant of which are Coeur Rochester, Inc.,
Coeur Alaska, Inc., CDE Cerro Bayo Ltd., Coeur Argentina, CDE Australia and Empressa Minera
Manquiri S.A., Bolnisi Gold N.L. and Palmarejo Silver and Gold Corporation. The consolidated
financial statements also include all entities in which voting control of more than 50% is held by
the Company. The Company has no investments in entities in which it has greater than 50% ownership
interest accounted for using the equity method. Intercompany balances and transactions have been
eliminated in consolidation. Investments in corporate joint ventures where the Company has
ownership of 50% or less and funds its proportionate share of expenses are accounted for under the
equity method. The Company has no investments in entities in which it has a greater than 20%
ownership interest accounted for using the cost method.
Revenue Recognition: Pursuant to guidance in Staff Accounting Bulletin (SAB) No.
104, Revenue Recognition for Financial Statements, revenue is recognized, net of treatment and
refining charges, from a sale when persuasive evidence of an arrangement exists, delivery has
occurred, the price is fixed or determinable, no obligations remain and collectability is probable.
The passing of title to the customer is based on the terms of the sales contract. Product pricing
is determined at the point revenue is recognized by reference to active and freely traded commodity
markets, for example the London Bullion Market for both gold and silver, in an identical form to
the product sold.
Under our concentrate sales contracts with third-party smelters, final gold and silver prices
are set on a specified future quotational period, typically one to three months, after the shipment
date based on market metal prices. Revenues and production costs applicable to sales are recorded
on a gross basis under these contracts at the time title passes to the buyer based on the forward
price for the expected settlement period. The contracts, in general, provide for a provisional
payment based upon provisional assays and quoted metal prices. Final settlement is based on the
average applicable price for a specified future period, and generally occurs from three to six
months after shipment. Final sales are settled using smelter weights, settlement assays (average of
assays exchanged and/or umpire assay results) and are priced as specified in the smelter contract.
The Companys provisionally priced sales contain an embedded derivative that is required to be
separated from the host contract for accounting purposes. The host contract is the receivable from
the sale of concentrates measured at the forward price at the time of sale. The embedded
derivative does not qualify for hedge accounting. The embedded derivative is
recorded as a derivative asset, in prepaid expenses and other assets or as a derivative liability
in accrued liabilities and
7
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
other on the balance sheet and is adjusted to fair value through revenue
each period until the date of final gold and silver settlement. The form of the material being
sold, after deduction for smelting and refining is in an identical form to that sold on the London
Bullion Market. The form of the product is metal in flotation concentrate, which is the final
process for which the Company is responsible.
The effects of forward sales contracts are reflected in revenue at the date the related
precious metals are delivered or the contracts expire. Third party smelting and refining costs of
$2.4 million and $1.8 million during the three months ended March 31, 2008 and 2007, respectively,
are recorded as a reduction of revenue.
At March 31, 2008, the Company had outstanding provisionally priced sales of $61.0 million,
consisting of 2.7 million ounces of silver and 18,800 ounces of gold, which had a fair value of
approximately $64.7 million including the embedded derivative. For each one cent per ounce change
in realized silver price, revenue would vary (plus or minus) approximately $27,000 and for each one
dollar per ounce change in realized gold price, revenue would vary (plus or minus) approximately
$18,800. At March 31, 2007, the Company had outstanding provisionally priced sales of $51.4
million, consisting of 2.8 million ounces of silver and 23,000 ounces of gold, which had a fair
value of approximately $52.5 million including the embedded derivative.
Short-term Investments: Short-term investments principally consist of highly-liquid
United States, foreign government and corporate securities and investment-grade auction rate
securities, all classified as available-for-sale and reported at fair value with maturities that
range from three months to forty years. Unrealized gains and losses on these investments are
recorded in accumulated other comprehensive income as a separate component of shareholders equity.
Any decline in market value considered to be other than temporary is recognized in determining net
income/loss. Realized gains and losses from the sale of these investments are included in
determining net income/loss. The Company maintains a pledge of collateral agreement to reserve
$1.0 million against the investment portfolio to cover credit exposure related to ACH transactions.
Ore on Leach Pad: The heap leach process is a process of extracting silver and gold
by placing ore on an impermeable pad and applying a diluted cyanide solution that dissolves a
portion of the contained silver and gold, which are then recovered in metallurgical processes.
The Company uses several integrated steps to scientifically measure the metal content of ore
placed on the leach pads. As the ore body is drilled in preparation for the blasting process,
samples are taken of the drill residue which is assayed to determine estimated quantities of
contained metal. The Company estimates the quantity of ore by utilizing global positioning
satellite survey techniques. The Company then processes the ore through crushing facilities where
the output is again weighed and sampled for assaying. A metallurgical reconciliation with the data
collected from the mining operation is completed with appropriate adjustments made to previous
estimates. The crushed ore is then transported to the leach pad for application of the leaching
solution. As the leach solution is collected from the leach pads, it is continuously sampled for
assaying. The quantity of leach solution is measured by flow meters throughout the leaching and
precipitation process. After precipitation, the product is converted to dorè, which is the final
product produced by the mine. The inventory is stated at lower of cost or market, with cost being
determined using a weighted average cost method.
The Company reported ore on leach pad of $43.9 million as of March 31, 2008. Of this amount,
$20.8 million is reported as a current asset and $23.1 million is reported as a non-current asset.
The distinction between current and non-current is based upon the expected length of time necessary
for the
leaching process to remove the metals from the broken ore. The historical cost of the metal
that is expected to be extracted within twelve months is classified as current and the historical
cost of metals
8
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
contained within the broken ore that will be extracted beyond twelve months is
classified as non-current. Inventories of ore on leach pad are valued based on actual production
costs incurred to produce and place ore on the leach pad, adjusted for effects on monthly
production of costs of abnormal production levels, less costs allocated to minerals recovered
through the leach process.
The estimate of both the ultimate recovery expected over time and the quantity of metal that
may be extracted relative to the time the leach process occurs requires the use of estimates which
are inherently inaccurate since they rely upon laboratory testwork. Testwork consists of 60 day
leach columns from which the Company projects metal recoveries up to five years in the future. The
quantities of metal contained in the ore are based upon actual weights and assay analysis. The rate
at which the leach process extracts gold and silver from the crushed ore is based upon laboratory
column tests and actual experience occurring over approximately twenty years of leach pad
operations at the Rochester Mine. The assumptions used by the Company to measure metal content
during each stage of the inventory conversion process includes estimated recovery rates based on
laboratory testing and assaying. The Company periodically reviews its estimates compared to actual
experience and revises its estimates when appropriate. In August 2007, the Company terminated
mining and crushing operations at the Rochester mine as ore reserves were fully mined. Residual
heap leach activities are expected to continue through 2011.
Metal and Other Inventory: Inventories include concentrate ore, dorè, ore in
stockpiles and operating materials and supplies. The classification of inventory is determined by
the stage at which the ore is in the production process. To the extent there is work in
process inventories at the Endeavor and Broken Hill mines, such amounts will be carried as
inventories. Inventories of ore in stock piles are sampled for gold and silver content and are
valued based on the lower of actual costs incurred or estimated net realizable value based upon the
period ending prices of gold and silver. Material that does not contain a minimum quantity of gold
and silver to cover estimated processing expense to recover the contained gold and silver is not
classified as inventory and is assigned no value. All inventories are stated at the lower of cost
or market, with cost being determined using a weighted average cost method. Concentrate and dorè
inventory includes product at the mine site and product held by refineries and are also valued at
lower of cost or market value. Metal inventory costs include direct labor, materials, depreciation,
depletion and amortization as well as administrative overhead costs relating to mining activities.
Property, Plant, and Equipment: Expenditures for new facilities, assets acquired
pursuant to capital leases, new assets or expenditures that extend the useful lives of existing
facilities are capitalized and depreciated using the straight-line method at rates sufficient to
depreciate such costs over the shorter of estimated productive lives of such facilities or the
useful life of the individual assets. Productive lives range from 7 to 31 years for buildings and
improvements, 3 to 13 years for machinery and equipment and 3 to 7 years for furniture and
fixtures. Certain mining equipment is depreciated using the units-of-production method based upon
estimated total proven and probable reserves. Maintenance and repairs are expensed as incurred.
Operational Mining Properties and Mine Development: Mine development costs include
engineering and metallurgical studies, drilling and other related costs to delineate an ore body,
the removal of overburden to initially expose an ore body at open pit surface mines and the
building of access ways, shafts, lateral access, drifts, ramps and other infrastructure at
underground mines. Costs incurred before mineralization is classified as proven and probable
reserves are expensed and classified as Exploration or Pre-development expense. Capitalization of
mine development costs begins once all
operating permits are secured, mineralization is classified as proven and probable reserves and a
final feasibility study is completed. All capitalized costs are amortized using the units of
production method over the estimated life of the ore body based on recoverable ounces to be mined
from proven and probable reserves. Interest
9
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
expense allocable to the cost of developing mining
properties and to construct new facilities is capitalized until assets are ready for their intended
use. Gains or losses from sales or retirements of assets are included in other income or expense.
Costs incurred during the start-up phase of a mine are expensed as incurred. Drilling and related
costs are capitalized for an ore body where proven and probable reserves exist and the activities
are directed at obtaining additional information on the ore body or converting non-reserve
mineralization to proven and probable reserves and the benefit is expected to be realized over a
period beyond one year. Drilling costs incurred during the production phase for operational ore
control are allocated to inventory costs and then included as a component of production costs
applicable to sales. All other drilling and related costs are expensed as incurred.
The costs of removing overburden and waste materials to access the ore body at an open pit
mine prior to the production phase are referred to as pre-stripping costs. Pre-stripping costs
are capitalized during the development of an open pit mine. Stripping costs incurred during the
production phase of a mine are variable production costs that are included as a component of
inventory to be recognized in production costs applicable to sales in the same period as the
revenue from the sale of inventory.
Mineral Interests: Significant payments related to the acquisition of the land and
mineral rights are capitalized as incurred. Prior to acquiring such land or mineral rights, the
Company generally makes a preliminary evaluation to determine that the property has significant
potential to develop an economic ore body. The time between initial acquisition and full
evaluation of a propertys potential is variable and is determined by many factors including:
location relative to existing infrastructure, the propertys stage of development, geological
controls and metal prices. If a mineable ore body is discovered, such costs are amortized when
production begins using the units-of-production method based on recoverable ounces to be mined from
proven and probable reserves. If no mineable ore body is discovered, such costs are expensed in
the period in which it is determined the property has no future economic value. The Company
amortizes its mineral interests in the Endeavor and Broken Hill mines using the units
of production method.
Asset Impairment: The Company follows Statement of Financial Accounting Standard
(SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, to evaluate the
recoverability of its assets. Management reviews and evaluates its long-lived assets for
impairment when events and changes in circumstances indicate that the related carrying amounts of
its assets may not be recoverable. Impairment is considered to exist if total estimated future
cash flows or probability-weighted cash flows on an undiscounted basis, are less than the carrying
amount of the assets, including property plant and equipment, mineral property, development
property, and any deferred costs. An impairment loss is measured and recorded based on the
difference between book value and discounted estimated future cash flows or the application of an
expected present value technique to estimate fair value in the absence of a market price. Future
cash flows include estimates of recoverable ounces, gold and silver prices (considering current and
historical prices, price trends and related factors), production levels and capital, all based on
life-of-mine plans and projections. Assumptions underlying future cash flow estimates are subject
to risks and uncertainties. If the assets are impaired, a calculation of fair value is performed
and if the fair value is lower than the carrying value of the assets, the assets are reduced to
their fair market value. Any differences between significant assumptions and market conditions
and/or the Companys operating performance could have a material effect on the Companys
determination of ore reserves, or its ability to recover the carrying amounts of its long-lived
assets resulting in impairment charges. In estimating future cash flows, assets are grouped at the
lowest level for which there are identifiable cash flows that are largely independent of cash flows
from other asset groups. Generally, in
estimating future cash flows, all assets are grouped at a particular mine for which there is
identifiable cash flow.
Restricted Cash and Cash Equivalents: The Company, under the terms of its lease, self
insurance, and bonding agreements with certain banks, lending institutions and regulatory agencies,
is required to
10
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
collateralize certain portions of the Companys obligations. The Company has
collateralized these obligations by assigning certificates of deposit that have maturity dates
ranging from three months to a year, to the respective institutions or agency. At March 31, 2008
and December 31, 2007, the Company held certificates of deposit and cash under these agreements of
$26.3 million and $25.8 million, respectively, restricted for this purpose. The ultimate timing
for the release of the collateralized amounts is dependent on the timing and closure of each mine.
In order to release the collateral, the Company must seek approval from certain government agencies
responsible for monitoring the mine closure status. Collateral could also be released to the
extent the Company was able to secure alternative financial assurance satisfactory to the
regulatory agencies. The Company believes there is a reasonable probability that the collateral
will remain in place beyond a twelve-month period and has therefore classified these investments as
long-term.
Reclamation and Remediation Costs: The Company follows SFAS No. 143, Accounting for
Asset Retirement Obligations, which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated asset retirement
costs. The standard applies to legal obligations associated with the retirement of long-lived
assets that result from the acquisition, construction, development and normal use of the asset.
SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be
recognized in the period in which it is incurred if a reasonable estimate of fair value can be
made. The fair value of the liability is added to the carrying amount of the associated asset and
this additional carrying amount is depreciated over the life of the asset. An accretion cost,
representing the increase over time in the present value of the liability, is recorded each period
in depreciation, depletion and amortization expense. As reclamation work is performed or
liabilities are otherwise settled, the recorded amount of the liability is reduced.
Future remediation costs for inactive mines are accrued based on managements best estimate at
the end of each period of the undiscounted costs expected to be incurred at the site. Such cost
estimates include, where applicable, ongoing care and maintenance and monitoring costs. Changes in
estimates are reflected in earnings in the period an estimate is revised.
Foreign Currency: Substantially all assets and liabilities of foreign subsidiaries are
translated at exchange rates in effect at the end of each period. Revenues and expenses are
translated at the average exchange rate for the period. Foreign currency transaction gains and
losses are included in the determination of net income.
Derivative Financial Instruments: The Company accounts for derivative financial
instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, (as amended by SFAS No. 137) and SFAS No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities. These Statements require recognition of all
derivatives as either assets or liabilities on the balance sheet and measurement of those
instruments at fair value. Appropriate accounting for changes in the fair value of derivatives held
is dependent on whether the derivative instrument is designated and qualifies as an accounting
hedge and on the classification of the hedge transaction.
For derivative instruments that are designated and qualify as cash flow hedges, the effective
portions of changes in fair value of the derivative are recorded in other comprehensive income
(loss), and are recognized in the Statement of Consolidated Operations when the hedged item affects
net income
(loss) for the period. Ineffective portions of changes in the fair value of cash flow hedges
are recognized currently in earnings. Refer to Note I Derivative Financial Instruments and Fair
Value of Financial Instruments.
Stock-based Compensation Plans: Effective January 1, 2006, the Company began
recording compensation expense associated with awards of equity instruments in accordance with
Statement of
11
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
Financial Accounting Standards (SFAS) No. 123(R), Share-Based Payment. Prior to
January 1, 2006, the Company accounted for awards of equity instruments according to the provisions
of SFAS No. 123 and related interpretations, and therefore no related compensation expense was
recorded for awards granted with no intrinsic value. The Company adopted the modified prospective
transition method provided for under SFAS No. 123(R), and, consequently, has not retroactively
adjusted results from prior periods. Under this transition method, compensation cost associated
with awards of equity instruments recognized includes: 1) amortization related to the remaining
unvested portion of all awards granted for the fiscal years 1995 to 2005, based on the grant date
fair value, estimated in accordance with the original provisions of SFAS No. 123, Accounting for
Stock-Based Compensation; and 2) amortization related to all equity instrument awards granted
subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with
the provisions of SFAS No. 123(R). The compensation costs are included in administrative and
general expenses, production costs applicable to sales and the cost of self-constructed property,
plant and equipment as deemed appropriate.
The Company continues to estimate the fair value of each stock option award using the
Black-Scholes option valuation model. In addition, the Company estimates the fair value of
performance share grants using a Monte Carlo simulation valuation model. The Company now estimates
forfeitures of stock based awards on historical data and periodically adjusts the forfeiture rate.
The adjustment of the forfeiture rate will result in a cumulative adjustment in the period the
forfeiture estimate is changed.
Income Taxes: The Company computes income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. SFAS No. 109 requires an asset and liability approach which results
in the recognition of deferred tax liabilities and assets for the expected future tax consequences
or benefits of temporary differences between the financial reporting basis and the tax basis of
assets and liabilities, as well as operating loss and tax credit carryforwards, using enacted tax
rates in effect in the years in which the differences are expected to reverse.
In assessing the realizability of deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be realized.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable
income and tax planning strategies in making this assessment. A valuation allowance has been
provided for the portion of the Companys net deferred tax assets for which it is more likely than
not that they will not be realized.
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax
of multiple state and foreign jurisdictions. The Company has substantially concluded all U.S.
federal income tax matters for years through 1999. Federal income tax returns for 2000 through 2006
are subject to examination. The Companys continuing practice is to recognize interest and/or
penalties related to income tax matters in income tax expense. There were no significant interest
or penalties accrued at March 31, 2008.
Comprehensive Income: Comprehensive income includes net income as well as changes in
stockholders equity that result from transactions and events other than those with stockholders.
Items of comprehensive income include the following:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2008 |
|
|
2007 |
|
Net income |
|
$ |
4,721 |
|
|
$ |
14,018 |
|
Unrealized gain (loss) on marketable securities |
|
|
(94 |
) |
|
|
95 |
|
Change in fair value of cash flow hedges, net of settlements |
|
|
806 |
|
|
|
(273 |
) |
Other |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
$ |
5,433 |
|
|
$ |
13,846 |
|
|
|
|
|
|
|
|
12
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
Net Income Per Share: The Company follows SFAS No. 128, Earnings Per Share, which
requires the presentation of basic and diluted earnings per share. Basic earnings per share is
computed by dividing net income available to common shareholders by the weighted average number of
common shares outstanding during each period. Diluted earnings per share reflect the potential
dilution that could occur if securities or other contracts to issue common stock were exercised or
converted into common stock. The effect of potentially dilutive stock options and convertible
senior notes outstanding in the three months ended March 31, 2008 and 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period Ended |
|
|
For the Period Ended |
|
|
|
March 31, 2008 |
|
|
March 31, 2007 |
|
|
|
Income |
|
|
Shares |
|
|
Per-Share |
|
|
Income |
|
|
Shares |
|
|
Per-Share |
|
|
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
|
(Numerator) |
|
|
(Denominator) |
|
|
Amount |
|
Basic EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to
common stockholders |
|
$ |
4,721 |
|
|
|
549,965 |
|
|
$ |
0.01 |
|
|
$ |
14,018 |
|
|
|
277,677 |
|
|
$ |
0.05 |
|
Effect of Dilutive Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity awards |
|
|
|
|
|
|
1,149 |
|
|
|
|
|
|
|
|
|
|
|
809 |
|
|
|
|
|
1.25% Convertible Notes |
|
|
63 |
|
|
|
23,684 |
|
|
|
|
|
|
|
74 |
|
|
|
23,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to
common stockholders |
|
$ |
4,784 |
|
|
|
574,798 |
|
|
$ |
0.01 |
|
|
$ |
14,092 |
|
|
|
302,170 |
|
|
$ |
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2008, options to purchase 864,508 shares of common stock
at prices between $4.81 to $8.19 per share were not included in the computation of diluted EPS
because the options exercise price was greater than the average market price of the common shares.
The options expire between 2008 and 2018. The 3 1/4% Convertible Senior Notes were not included in
the computation of diluted EPS because there is no excess conversion
value over the principal amount of
the notes.
Debt Issuance Costs: Costs associated with the issuance of debt are included in other
noncurrent assets and are amortized over the term of the related debt.
Use of Estimates: The preparation of the Companys consolidated financial statements
in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts reported in their
consolidated financial statements and accompanying notes. The areas requiring the use of
managements estimates and assumptions relate to recoverable ounces from proven and probable
reserves that are the basis of future cash flow estimates and units-of-production depreciation and
amortization calculations; useful lives utilized for depreciation, depletion and amortization;
estimates of future cash flows for long lived assets; estimates of recoverable gold and silver
ounces in ore on leach pad; the amount and timing of reclamation and remediation costs; valuation
allowance for deferred tax assets; and other employee benefit liabilities.
Reclassifications: Certain reclassifications of prior year balances have been made to
conform to the current year presentation. These reclassifications had no impact on the Companys
consolidated financial position, results of operations or cash flows for the periods presented.
Recent Accounting Pronouncements and Developments:
Derivative Instruments
In March 2008, the FASB issued FASB Statement No. 161, Disclosure about Derivative
Instruments and Hedging Activitiesan amendment of FASB Statement No. 133 (FAS 161) which
provides revised guidance for enhanced disclosures about how and why an entity uses derivative
instruments, how derivative instruments and the related hedged items are accounted for under FAS
133,
13
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
and how derivative instruments and the related hedged items affect an entitys financial
position, financial performance and cash flows. FAS 161 is effective for the Companys fiscal year
beginning January 1, 2009. The Company is currently evaluating the potential impact of adopting
this statement on the Companys derivative instrument disclosures.
Accounting for Convertible Debt Instruments
In
May 2008, the FASB issued FSP No. APB 14-a Accounting for Convertible
Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)
(the FSP). The FSP applies to convertible debt instruments that, by their
stated terms, may be settled in cash (or other assets) upon conversion, including partial cash
settlement, unless the embedded conversion option is required to be separately accounted for as a
derivative under FASB Statement No. 133. Convertible debt instruments within the scope of the
FSP are not addressed by the existing APB 14. The FSP would require that the
liability and equity components of convertible debt instruments within the scope of the
FSP shall be separately accounted for in a manner that reflects the entitys nonconvertible debt
borrowing rate. This will require an allocation of the convertible debt proceeds between the
liability component and the embedded conversion option (i.e., the equity component). The difference
between the principal amount of the debt and the amount of the proceeds allocated to the liability
component would be reported as a debt discount and subsequently amortized to earnings over the
instruments expected life using the effective interest method.
The staff position is effective for the Companys fiscal year
beginning January 1, 2009. The Company is currently evaluating
the potential impact of adopting this statement on the accounting for convertible debt instruments.
NOTE C- RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING STANDARDS
On January 1, 2008, the Company adopted Statement of Financial Accounting Standards (SFAS)
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159). SFAS
159 permits entities to choose to measure many financial instruments and certain other assets and
liabilities at fair value on an instrument-by-instrument basis (fair value option) with changes in
fair value reported in earnings. The Company already records marketable securities at fair value in
accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities,
and derivative instruments and hedging activities at fair value in accordance with SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, as amended (SFAS No. 133). The
adoption of SFAS 159 had no impact on the financial statements as management did not elect the fair
value option for any other financial instruments or certain other assets and liabilities.
On January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements as it relates
to financial assets and financial liabilities. In February 2008, the FASB staff issued Staff
Position No. 157-2 Effective Date of FASB Statement No. 157 (FSP FAS 157-2). FSP FAS 157-2
delayed the effective date of FAS 157 for nonfinancial assets and nonfinancial liabilities, except
for items that are recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). The provisions of FSP FAS 157-2 are effective for the Companys fiscal
year beginning January 1, 2009. FAS 157 defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles, and expands disclosures about fair value
measurements.
SFAS 157 defines fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date.
This standard is now the single source in GAAP for the definition of fair value, except for the
fair value of leased property as defined in SFAS 13. SFAS 157 establishes a fair value hierarchy
that distinguishes between (1) market participant assumptions developed based on market data
obtained from independent sources (observable inputs) and (2) an entitys own assumptions about
market participant assumptions developed based on the
14
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
best information available in the
circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which
gives the highest priority to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels
of the fair value hierarchy under FAS 157 are described below:
|
|
|
Level 1 |
|
Unadjusted quoted prices in active markets that are accessible at
the measurement date for identical, unrestricted assets or
liabilities. |
|
|
|
Level 2 |
|
Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or
indirectly, including quoted prices for similar assets or
liabilities in active markets; quotes prices for identical or
similar assets or liabilities in markets that are not active;
inputs other than quoted prices that are observable for the asset
or liability (e.g., interest rates); and inputs that are derived
principally from or corroborated by observable market data by
correlation or other means. |
|
|
|
Level 3 |
|
Inputs that are both significant to the fair value measurement and unobservable. |
The following table sets forth the Companys financial assets and liabilities measured at fair
value by level within the fair value hierarchy. As required by FAS 157, 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, 2008 |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
$ |
18,160 |
|
|
$ |
18,160 |
|
|
$ |
|
|
|
$ |
|
|
Marketable equity securities |
|
|
724 |
|
|
|
724 |
|
|
|
|
|
|
|
|
|
Marketable debt securities |
|
|
90,526 |
|
|
|
|
|
|
|
90,526 |
|
|
|
|
|
Asset-backed commercial paper |
|
|
5,227 |
|
|
|
|
|
|
|
|
|
|
|
5,227 |
|
Derivative instruments, net |
|
|
4,575 |
|
|
|
|
|
|
|
4,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
119,212 |
|
|
$ |
18,884 |
|
|
$ |
95,101 |
|
|
$ |
5,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.25% debentures |
|
$ |
159,300 |
|
|
$ |
159,300 |
|
|
$ |
|
|
|
$ |
|
|
3.25% debentures |
|
|
222,254 |
|
|
|
222,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
381,554 |
|
|
|
381,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys cash equivalents are classified within Level 1 of the fair value hierarchy
because they are valued using quoted market prices. The cash equivalents that are valued based on
quoted market prices in active markets are primarily commercial paper and U.S. Treasury securities.
The Companys marketable equity securities are valued using quoted market prices in active
markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of
the marketable equity securities is calculated as the quoted market price of the marketable equity
security multiplied by the quantity of shares held by the Company.
The Companys marketable debt securities include investments in corporate and government
bonds. These debt securities are valued based on indicative pricing from the underwriting bank.
Such
investments are generally classified within Level 2 of the fair value hierarchy. The asset
backed commercial paper falls within Level 3 of the fair value hierarchy because there are no
observable market quotes. For these instruments, management uses significant other observable
inputs adjusted for various factors such as liquidity or managements best estimate.
15
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
The Companys derivative instruments are valued using quoted market prices and significant
other observable inputs. Such financial instruments consist of foreign currency contracts and
commodities. Such instruments are typically classified within Level 2 of the fair value hierarchy.
The Companys debentures are classified within Level 1 of the fair value hierarchy because
they are valued using quoted market prices in active markets.
NOTE D- INVESTMENTS AND OTHER MARKETABLE SECURITIES
The Company classifies its investment securities as available-for-sale securities. Pursuant
to SFAS 115, Accounting for Certain Investments in Debt and Equity Securities, such securities
are measured at fair market value in the financial statements with unrealized gains or losses
recorded in other comprehensive income. At the time securities are sold or otherwise disposed of,
gains or losses are included in net income. The following is a summary of available-for-sale
securities (In thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-For-Sale Securities |
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
|
|
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Losses |
|
|
Gains |
|
|
Value |
|
As of March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Corporate |
|
$ |
16,639 |
|
|
$ |
8 |
|
|
$ |
1 |
|
|
$ |
16,632 |
|
U.S. Government |
|
|
75,894 |
|
|
|
|
|
|
|
|
|
|
|
75,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities |
|
|
92,533 |
|
|
|
8 |
|
|
|
1 |
|
|
|
92,526 |
|
Equity securities |
|
|
99 |
|
|
|
|
|
|
|
626 |
|
|
|
725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
92,632 |
|
|
$ |
8 |
|
|
$ |
627 |
|
|
$ |
93,251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Corporate |
|
$ |
2,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,000 |
|
U.S. Government |
|
|
51,031 |
|
|
|
|
|
|
|
8 |
|
|
|
51,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities |
|
|
53,031 |
|
|
|
|
|
|
|
8 |
|
|
|
53,039 |
|
Equity securities |
|
|
99 |
|
|
|
|
|
|
|
702 |
|
|
|
801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
53,130 |
|
|
$ |
|
|
|
$ |
710 |
|
|
$ |
53,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross realized gains and losses are based on a carrying value (cost, net of discount or
premium) of short-term investments sold or adjusted for other than temporary decline in market
value. Short-term investments mature at various dates. There were no realized gains and/or losses
in 2008 and 2007.
Asset-Backed Commercial Paper (ABCP)
The Company acquired certain asset-backed securities in connection with the Bolnisi and
Palmarejo acquisition. Palmarejo has investments in non-bank
sponsored ABCP, of which $6.3 million
is invested in Apsley Trust Class E and $0.5 million in Aurora Trust Class A.
Since a portion of the assets supporting the commercial paper was invested in U.S. sub-prime
residual mortgage-backed securities, the Company determined the fair
value of the investments based on the best available market data for such investments
at the date of acquisition. Consequently, the Company recorded these investments, as a non-current asset, at
their estimated fair value of $5.3 million.
The fair value of the ABCP is determined based on the Companys assessment of market
conditions at the date of acquisition. No impairments beyond the
value initially recorded were deemed necessary at March 31, 2008. The fair value reported
may change materially in subsequent periods.
16
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
NOTE E METAL AND OTHER INVENTORIES
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands) |
|
Concentrate and doré inventory |
|
$ |
12,169 |
|
|
$ |
11,221 |
|
Supplies |
|
|
9,119 |
|
|
|
7,697 |
|
|
|
|
|
|
|
|
Metal and other inventories |
|
$ |
21,288 |
|
|
$ |
18,918 |
|
|
|
|
|
|
|
|
NOTE F STOCK-BASED COMPENSATION PLANS
The Company has an Annual Incentive Plan, a Long-Term Incentive Plan (the 2003 Long-Term
Incentive Plan) and the 2005 Non-Employee Directors Equity Incentive Plan (2005 Non-Employee
Directors Plan). Total employee compensation expense charged to operations and capital projects
under these Plans was $2.7 million and $1.4 million for the three months ended March 31, 2008 and
2007, respectively.
Annual Incentive Plan
Under the Annual Incentive Plan, the Board of Directors may annually approve cash-based awards
to the executive officers and key management employees based on certain Company and employee
performance measures. Cash payments for the three months ended March 31, 2008 and 2007, amounted
to $2.6 million and $2.2 million, respectively, and relate to accruals in years 2007 and 2006,
respectively.
1989 Long-Term Incentive Plan
Under the 1989 Long-Term Incentive Plan, as amended by shareholders in 1995, the Company may
grant non-qualified and incentive stock options that are exercisable at prices equal to the fair
market value of the shares on the date of grant and vest cumulatively at an annual rate of one
third during the three-year period following the date of grant. In addition to stock options, the
Companys 1989 Long-Term Incentive Plan provides for grants of stock appreciation rights (SARs),
restricted stock, restricted stock units, performance shares, performance units, cash based awards,
and stock based awards.
The number of shares authorized to be issued under this plan was 2.9 million shares. There
were 0.6 million shares reserved for issuance under this plan at March 31, 2008 for stock options
previously awarded. No further awards will be made under this plan.
2003 Long-Term Incentive Plan
The 2003 Long-Term Incentive Plan (the LTIP) was approved by our shareholders on May 20,
2003, and replaced our prior 1989 Long-Term Incentive Plan. Under the plan, we may grant
nonqualified stock options, incentive stock options, SARs, restricted stock, restricted stock
units,
performance shares, performance units, cash-based awards and other stock-based awards to our
executive officers and other key employees.
The number of shares authorized for grant under this plan was 6.8 million shares. There were
5.5 million shares reserved for issuance under this plan at March 31, 2008. Of the 5.5 million
shares, 3.4 million shares can be issued for future grants. There are 1.6 million options and 0.6
million performance shares outstanding under this plan at March 31, 2008.
17
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
Non-Employee Directors Plan
On June 3, 2005, the Companys shareholders approved the 2005 Non-Employee Directors Equity
Incentive Plan and authorized 500,000 shares of common stock for issuance under the plan. During
the first quarter of 2008 and 2007, 55,782 and 35,486 shares were issued in lieu of $0.3 million
and $0.2 million, respectively, of Directors fees. At March 31, 2008, 0.3 million shares are
reserved for issuance under this plan.
Under the previous Directors plan, options were granted only in lieu of annual directors
fees. At March 31, 2008, 0.4 million shares are reserved for issuance under this plan for stock
options previously awarded. No further grants of options will be made under this plan.
As of March 31, 2008 and 2007, options to purchase 2,562,127 shares and 2,535,065 shares of
common stock, respectively, were outstanding under the Long-Term and the Directors Plans described
above. The options are exercisable at prices ranging from $0.74 to $8.19 per share.
Stock options granted under the Companys incentive plans vest over three years and are
exercisable over a period not to exceed ten years from the grant date. Exercise prices are equal to
the fair market value of the shares on the date of the grant. The value of each option award is
estimated on the date of the grant using the Black-Scholes option pricing model.
Restricted stock grants are recorded based on the fair value of the underlying shares on the
date of grant and vest in equal installments annually over three years. An additional restricted
stock grant of 138,296 shares was issued in the first quarter of 2008, which vests equally over two
years. Holders of the restricted stock are entitled to vote the shares and to receive any dividends
declared on the shares.
Performance share grants are valued using a Monte Carlo simulation valuation model on the date
of grant. Compensation costs ultimately recognized are equal to the grant date fair value. Vesting
is contingent on meeting certain market conditions based on relative total shareholder return. The
performance shares vest at the end of the three-year service period if the market conditions are
met and the employee remains an employee of the Company. The existence of a market condition
requires recognition of compensation cost over the requisite period regardless of whether the
market condition is ever satisfied.
The compensation expense recognized in the Companys consolidated financial statements for the
three months ended March 31, 2008 and 2007 for awards of equity instruments was $1.7 million and
$0.6 million, respectively. As of March 31, 2008, there was $2.6 million of total unrecognized
compensation cost (net of estimated forfeitures) related to unvested stock options, restricted
stock grants and performance share grants which is expected to be recognized over a
weighted-average vesting period of 2.4 years.
The weighted average fair value of stock options on the date of grant, and the assumptions
used to estimate the fair value of the stock options using the Black-Scholes option valuation model
were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2008 |
|
2007 |
Weighted average fair value of options granted |
|
$ |
2.55 |
|
|
$ |
2.35 |
|
Expected volatility |
|
|
56.2 |
% |
|
|
58.9 |
% |
Expected life |
|
6 years |
|
6 years |
Risk-free interest rate |
|
|
3.0 |
% |
|
|
4.5 |
% |
Expected dividend yield |
|
|
|
|
|
|
|
|
18
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
The expected volatility of the option is determined using historical volatilities based on
historical stock prices. The Company estimated the expected life of options granted using the
midpoint between the vesting date and the original contractual term. The risk free rate was
determined using the yield available on U.S. Treasury Zero-coupon issues with a remaining term
equal to the expected life of the option. The Company has not paid dividends on its common stock
since 1996.
The following table summarizes stock option activity during the three months ended March 31,
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
Shares |
|
|
Exercise Price |
|
|
|
|
Stock options outstanding at December 31, 2007 |
|
|
2,281,595 |
|
|
$ |
3.42 |
|
Granted |
|
|
418,486 |
|
|
|
4.62 |
|
Exercised |
|
|
(9,053 |
) |
|
|
3.92 |
|
Canceled/expired |
|
|
(128,901 |
) |
|
|
5.23 |
|
|
|
|
|
|
|
|
Stock options outstanding at March 31, 2008 |
|
|
2,562,127 |
|
|
$ |
3.53 |
|
|
|
|
|
|
|
|
Options to purchase 1,895,172 shares were exercisable at March 31, 2008 at a weighted average
exercise price of $3.19.
As of March 31, 2008, the total future compensation cost related to non-vested options not yet
recognized in the statement of income was $0.6 million and the weighted average period over which
these awards are expected to be recognized was 2.5 years.
The following table summarizes restricted stock activity during the three months ended March
31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
Number of |
|
|
Average Grant |
|
|
|
Shares |
|
|
Date Fair Value |
|
Outstanding at December 31, 2007 |
|
|
603,195 |
|
|
$ |
4.20 |
|
Granted |
|
|
353,143 |
|
|
|
4.62 |
|
Vested |
|
|
(265,705 |
) |
|
|
4.22 |
|
Forfeited |
|
|
(53,569 |
) |
|
|
4.41 |
|
|
|
|
|
|
|
|
Outstanding at March 31, 2008 |
|
|
637,064 |
|
|
$ |
4.41 |
|
|
|
|
|
|
|
|
As of March 31, 2008, there was $1.1 million of total unrecognized compensation cost related
to restricted awards to be recognized over a weighted-average period of 2.5 years.
The following table summarizes performance shares activity during the three months ended March
31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
Number of |
|
|
Average Grant |
|
|
|
Shares |
|
|
Date Fair Value |
|
Outstanding at December 31, 2007 |
|
|
420,543 |
|
|
$ |
4.45 |
|
Granted |
|
|
214,847 |
|
|
|
6.27 |
|
Forfeited |
|
|
(76,916 |
) |
|
|
4.99 |
|
|
|
|
|
|
|
|
Outstanding at March 31, 2008 |
|
|
558,474 |
|
|
$ |
5.08 |
|
|
|
|
|
|
|
|
19
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
As of March 31, 2008, there was $0.9 million of total unrecognized compensation cost related
to performance shares to be recognized over a weighted average period of 2.3 years.
NOTE G- INCOME TAXES
The Company computes income taxes in accordance with SFAS No. 109, Accounting for Income
Taxes. SFAS No. 109 requires an asset and liability approach which results in the recognition of
deferred tax liabilities and assets for the expected future tax consequences of temporary
differences between the carrying amounts and the tax basis of those assets and liabilities, as well
as net operating loss and tax credit carryforwards, using enacted tax rates in effect in the years
in which the differences are expected to reverse. The Company has U.S. net operating loss
carryforwards which expire in 2008 through 2025. Net operating losses in foreign countries have an
indefinite carryforward period.
For the three months ended March 31, 2008, the Company reported an income tax provision of
approximately $4.1 million compared to an income tax provision of $3.7 million at March 31, 2007.
The following table summarizes the components of the Companys income tax provision for the three
months ended March 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Current: |
|
|
|
|
|
|
|
|
United States Alternative minimum tax |
|
$ |
|
|
|
$ |
(233 |
) |
United States Foreign withholding |
|
|
(177 |
) |
|
|
(383 |
) |
Argentina |
|
|
(2,093 |
) |
|
|
(1,598 |
) |
Australia |
|
|
(2,728 |
) |
|
|
(1,114 |
) |
Mexico |
|
|
(6 |
) |
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
United States |
|
|
474 |
|
|
|
|
|
Argentina |
|
|
309 |
|
|
|
175 |
|
Australia |
|
|
510 |
|
|
|
100 |
|
Chile |
|
|
(1,137 |
) |
|
|
(648 |
) |
Mexico |
|
|
772 |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit (provision) |
|
$ |
(4,076 |
) |
|
$ |
(3,701 |
) |
|
|
|
|
|
|
|
The income tax provision for the three months ended March 31, 2008 and 2007 varies from the
statutory rate primarily because of differences in tax rates for the Companys foreign operations
and changes in valuation allowances for net deferred tax assets.
NOTE H- SEGMENT REPORTING
Operating segments are defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating decision maker, or
decision-making group, in deciding how to allocate resources and in assessing performance. The
Companys chief operating decision-making group is comprised of the Chief Executive Officer, Chief
Financial Officer, the Senior Vice President of Operations and the President of South American
Operations.
The operating segments are managed separately because each segment represents a distinct use
of company resources which contribute to Company cash flows in its respective geographic area. The
Companys reportable operating segments include the Rochester, Cerro Bayo, Martha, San Bartolomé,
Kensington, Palmarejo, Endeavor and Broken Hill mining properties. All operating segments are
engaged in the discovery and/or mining of gold and silver and generate the majority of their
revenues from the sale
20
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
of these precious metal concentrates and/or refined precious metals. The
Cerro Bayo and Martha mines sell precious metal concentrates, typically under long-term contracts,
to smelters located in Japan (Dowa Mining Ltd.), Mexico (Met-Mex Penoles) and Germany
(Nordeutsche). Refined gold and silver produced by the Rochester mine is principally sold on a
spot basis to precious metals trading banks such as Standard Bank and Mitsui. Concentrates
produced at the Endeavor and Broken Hill mines are sold to Nystar (formerly Zinifex), an Australia
smelter. The Companys exploration programs are reported as other. The other segment also includes
the corporate headquarters, elimination of intersegment transactions and other items necessary to
reconcile to consolidated amounts. The accounting policies of the operating segments are the same
as those described in the summary of significant accounting policies above. The Company evaluates
performance and allocates resources based on profit or loss before interest, income taxes,
depreciation and amortization, unusual and infrequent items, and extraordinary items.
Financial information relating to the Companys segments is as follows:
Segment Reporting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broken |
|
|
San |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rochester |
|
|
Cerro Bayo |
|
|
Martha |
|
|
Endeavor |
|
|
Hill |
|
|
Bartolomé |
|
|
Kensington |
|
|
Palmarejo |
|
|
|
|
|
|
|
|
|
Mine |
|
|
Mine |
|
|
Mine |
|
|
Mine |
|
|
Mine |
|
|
Project |
|
|
Project |
|
|
Project |
|
|
Other |
|
|
Total |
|
Three Months Ended
March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales of metals |
|
$ |
19,985 |
|
|
$ |
16,957 |
|
|
$ |
8,747 |
|
|
$ |
5,191 |
|
|
$ |
6,406 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
57,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Productions costs applicable
to sales |
|
|
12,790 |
|
|
|
8,056 |
|
|
|
3,356 |
|
|
|
398 |
|
|
|
685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,285 |
|
Depreciation and depletion |
|
|
590 |
|
|
|
2,818 |
|
|
|
909 |
|
|
|
427 |
|
|
|
684 |
|
|
|
|
|
|
|
|
|
|
|
106 |
|
|
|
129 |
|
|
|
5,663 |
|
Exploration expense |
|
|
43 |
|
|
|
863 |
|
|
|
999 |
|
|
|
|
|
|
|
|
|
|
|
25 |
|
|
|
22 |
|
|
|
1,002 |
|
|
|
788 |
|
|
|
3,742 |
|
Other operating expenses |
|
|
|
|
|
|
4 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150 |
|
|
|
5,785 |
|
|
|
8,361 |
|
|
|
14,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income |
|
|
5 |
|
|
|
1,322 |
|
|
|
(172 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 |
|
|
|
(562 |
) |
|
|
716 |
|
|
|
1,331 |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
821 |
|
|
|
821 |
|
Income tax (benefit) expense |
|
|
|
|
|
|
1,137 |
|
|
|
1,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(772 |
) |
|
|
1,927 |
|
|
|
4,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) |
|
$ |
6,567 |
|
|
$ |
5,401 |
|
|
$ |
1,518 |
|
|
$ |
4,366 |
|
|
$ |
5,037 |
|
|
$ |
(25 |
) |
|
$ |
(150 |
) |
|
$ |
(6,683 |
) |
|
$ |
(11,310 |
) |
|
$ |
4,721 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets (A) |
|
$ |
54,308 |
|
|
$ |
62,278 |
|
|
$ |
38,703 |
|
|
$ |
45,017 |
|
|
$ |
28,332 |
|
|
$ |
211,585 |
|
|
$ |
310,640 |
|
|
$ |
1,775,954 |
|
|
$ |
7,750 |
|
|
$ |
2,534,567 |
|
Capital expenditures |
|
$ |
10 |
|
|
$ |
1,240 |
|
|
$ |
1,816 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
36,460 |
|
|
$ |
9,648 |
|
|
$ |
15,326 |
|
|
$ |
9 |
|
|
$ |
64,509 |
|
Revenues from silver sales were $43.3 million and $35.1 million for the three months ended
March 31, 2008 and 2007, respectively. Revenues from gold sales were $13.9 million and $15.8
million for the three months ended March 31, 2008 and 2007, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broken |
|
|
San |
|
|
|
|
|
|
|
|
|
|
|
|
Rochester |
|
|
Cerro Bayo |
|
|
Martha |
|
|
Endeavor |
|
|
Hill |
|
|
Bartolomé |
|
|
Kensington |
|
|
|
|
|
|
|
|
|
Mine |
|
|
Mine |
|
|
Mine |
|
|
Mine |
|
|
Mine |
|
|
Project |
|
|
Project |
|
|
Other |
|
|
Total |
|
Three Months Ended
March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales of metals |
|
$ |
27,462 |
|
|
$ |
9,781 |
|
|
$ |
8,012 |
|
|
$ |
1,879 |
|
|
$ |
3,726 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
50,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Productions costs applicable
to sales |
|
|
11,756 |
|
|
|
4,244 |
|
|
|
4,281 |
|
|
|
156 |
|
|
|
583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,020 |
|
Depreciation and depletion |
|
|
4,416 |
|
|
|
1,391 |
|
|
|
350 |
|
|
|
157 |
|
|
|
594 |
|
|
|
|
|
|
|
|
|
|
|
113 |
|
|
|
7,021 |
|
Exploration expense |
|
|
|
|
|
|
694 |
|
|
|
1,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143 |
|
|
|
835 |
|
|
|
2,882 |
|
Other operating expenses |
|
|
|
|
|
|
31 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 |
|
|
|
6,623 |
|
|
|
6,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income |
|
|
53 |
|
|
|
150 |
|
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
4,367 |
|
|
|
4,550 |
|
Interest expense |
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76 |
|
|
|
87 |
|
Income tax expense |
|
|
|
|
|
|
648 |
|
|
|
1,496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20 |
|
|
|
1,537 |
|
|
|
3,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) |
|
$ |
11,343 |
|
|
$ |
2,912 |
|
|
$ |
647 |
|
|
$ |
1,566 |
|
|
$ |
2,549 |
|
|
$ |
|
|
|
$ |
(182 |
) |
|
$ |
(4,817 |
) |
|
$ |
14,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets (A) |
|
$ |
88,091 |
|
|
$ |
43,451 |
|
|
$ |
11,672 |
|
|
$ |
17,541 |
|
|
$ |
30,787 |
|
|
$ |
75,282 |
|
|
$ |
234,624 |
|
|
$ |
6,405 |
|
|
$ |
507,853 |
|
Capital expenditures |
|
$ |
1,013 |
|
|
$ |
1,943 |
|
|
$ |
629 |
|
|
$ |
2,018 |
|
|
$ |
|
|
|
$ |
11,298 |
|
|
$ |
24,918 |
|
|
$ |
184 |
|
|
$ |
42,003 |
|
|
|
|
(A) |
|
Segment assets consist of receivables, prepaids, inventories, property, plant and
equipment, and mining properties |
21
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
2008 |
|
2007 |
|
|
|
Assets |
|
|
|
|
|
|
|
|
Total assets for reportable segments |
|
$ |
2,534,567 |
|
|
$ |
507,853 |
|
Cash and cash equivalents |
|
|
206,178 |
|
|
|
277,988 |
|
Short-term investments |
|
|
92,526 |
|
|
|
43,414 |
|
Other assets |
|
|
68,655 |
|
|
|
38,330 |
|
|
|
|
Total consolidated assets |
|
$ |
2,901,926 |
|
|
$ |
867,585 |
|
|
|
|
Geographic Information
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
Long-Lived |
March 31, 2008 |
|
Revenues |
|
Assets |
|
|
|
United States |
|
$ |
19,985 |
|
|
$ |
314,468 |
|
Australia |
|
|
11,597 |
|
|
|
67,964 |
|
Chile |
|
|
16,957 |
|
|
|
26,608 |
|
Argentina |
|
|
8,747 |
|
|
|
19,541 |
|
Bolivia |
|
|
|
|
|
|
185,647 |
|
Mexico |
|
|
|
|
|
|
1,771,087 |
|
Other Foreign Countries |
|
|
|
|
|
|
181 |
|
|
|
|
Total |
|
$ |
57,286 |
|
|
|
2,385,496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
Long-Lived |
March 31, 2007 |
|
Revenues |
|
Assets |
|
|
|
United States |
|
$ |
27,462 |
|
|
$ |
241,632 |
|
Australia |
|
|
5,605 |
|
|
|
45,523 |
|
Chile |
|
|
9,781 |
|
|
|
20,974 |
|
Argentina |
|
|
8,012 |
|
|
|
3,986 |
|
Bolivia |
|
|
|
|
|
|
65,186 |
|
Other Foreign Countries |
|
|
|
|
|
|
206 |
|
|
|
|
Total |
|
$ |
50,860 |
|
|
$ |
377,507 |
|
|
|
|
NOTE I- RECLAMATION AND REMEDIATION
Reclamation and remediation costs are based principally on legal and regulatory requirements.
Management estimates costs associated with reclamation of mining properties as well as remediation
cost for inactive properties. The Company uses assumptions about future costs, mineral prices,
mineral processing recovery rates, production levels and capital and reclamation costs. Such
assumptions are based on the Companys current mining plan and the best available information for
making such
estimates. On an ongoing basis, management evaluates its estimates and assumptions; however,
actual amounts could differ from those based on such estimates and assumptions.
Changes to the Companys asset retirement obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2008 |
|
2007 |
|
|
|
Asset retirement obligation January 1 |
|
$ |
33,135 |
|
|
$ |
29,909 |
|
Accretion |
|
|
629 |
|
|
|
565 |
|
Settlements |
|
|
(318 |
) |
|
|
(306 |
) |
|
|
|
Asset retirement obligation March 31 |
|
$ |
33,446 |
|
|
$ |
30,168 |
|
|
|
|
22
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
In addition, the Company has accrued $1.6 million and $1.7 million as of March 31, 2008 and
2007, respectively, for reclamation liabilities related to former mining activities. These amounts
are also included in reclamation and mine closure liabilities.
NOTE J DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company enters into derivative instruments to manage the Companys exposure to foreign
currency exchange rates and market prices associated with changes in gold and silver commodity
prices. The Company accounts for its derivative contracts in accordance with SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, as amended. Accordingly, unrealized
gains and losses related to the change in fair market value of derivative contracts, which qualify
and are designated as cash flow hedges, are recorded as other comprehensive income or loss and such
amounts are recognized into earnings as the associated contracts are settled.
Forward Foreign Exchange Contracts
The Company, from time to time, enters into forward foreign currency exchange contracts to
reduce the foreign exchange risk associated with forecasted Chilean peso operating costs for 2008
at its Cerro Bayo mine. The contracts require the Company to exchange U.S. dollars for Chilean
pesos at a weighted average exchange rate of 503 pesos to each U.S. dollar. At March 31, 2008, the
Company had foreign exchange contracts of $6.8 million in U.S. dollars. For the three months ended
March 31, 2008 and 2007, the Company recorded a realized gain (loss) of $0.2 million and ($0.1)
million, respectively, in connection with its foreign currency hedging program. As of March 31,
2008, the fair value of the foreign exchange contracts was an asset of $0.7 million. Change in
gains (losses) accumulated in other comprehensive income (loss) for cash flow hedging contracts are
as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
2008 |
|
2007 |
|
|
|
Beginning balance |
|
$ |
(82 |
) |
|
$ |
(60 |
) |
Reclassification to earnings |
|
|
(234 |
) |
|
|
22 |
|
Change in fair value |
|
|
1,040 |
|
|
|
(295 |
) |
|
|
|
Ending balance |
|
$ |
724 |
|
|
$ |
(333 |
) |
|
|
|
Commodity Derivatives
The Company has occasionally entered into forward metal sales contracts to manage the price
risk associated with a portion of its cash flows against fluctuating gold prices. As of March 31,
2008, the Company had no outstanding forward sales contracts for either gold or silver.
Concentrate Sales Contracts
The Company enters into concentrate sales contracts with third-party smelters. The contracts,
in general, provide for a provisional payment based upon provisional assays and quoted metal prices
and the provisionally priced sales contain an embedded derivative that is required to be separated
from the host contract for accounting purposes. The host contract is the receivable from the sale
of concentrates at the forward price at the time of sale. The embedded derivative, which is the
final settlement price based on a future price, does not qualify for hedge accounting. These
embedded derivatives are recorded as derivative assets (in prepaid expenses and other), or
derivative liabilities (in other current liabilities), on the balance sheet and are adjusted to
fair value through earnings each period until the date of final settlement.
23
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
At March 31, 2008, the Company had outstanding receivables for provisionally priced sales of
$61.0 million, consisting of 2.7 million ounces of silver and 18,800 ounces of gold, which had a
fair value of approximately $64.7 million, including the embedded derivative. At March 31, 2007,
the Company had outstanding receivables for provisionally priced sales of $51.4 million, consisting
of 2.8 million ounces of silver and 22,600 ounces of gold, which had a fair value of approximately
$52.5 million, including the embedded derivative.
NOTE K- LONG-TERM DEBT
3 1/4% Convertible Senior Notes
On March 18, 2008, the Company completed an offering of $230 million in aggregate principal
amount of senior convertible notes due 2028. The notes are unsecured and bear interest at a rate of
3 1/4% per year, payable on March 15 and September 15 of each year, beginning on September 15,
2008. The notes mature on March 15, 2028, unless earlier converted, redeemed or repurchased by the
Company.
Each holder of the notes may require that the Company repurchase some or all of the holders
notes on March 15, 2013, March 15, 2015, March 15, 2018 and March 15, 2023 at a repurchase price
equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid
interest, in cash, shares of common stock or a combination of cash and shares of common stock, at
the Companys election. Holders will also have the right, following certain fundamental change
transactions, to require the Company to repurchase all or any part of their notes for cash at a
repurchase price equal to 100% of the principal amount of the notes to be repurchased plus accrued
and unpaid interest. The Company may redeem the notes for cash in whole or in part at any time on
or after March 22, 2015 at 100% of the principal amount of the notes to be redeemed plus accrued
and unpaid interest.
The notes provide for net share settlement of any conversions. Pursuant to this feature,
upon conversion of the notes, the Company (1) will pay the note holder an amount in cash equal to
the lesser of the conversion obligation or the principal amount of the notes, and (2) will settle
any excess of the conversion obligation above the notes principal amount in the Companys common
stock, cash or a combination thereof, at the Companys election.
The notes will be convertible under certain circumstances, at the holders option, at an
initial conversion rate of 176.0254 shares of the Companys common stock per $1,000 principal
amount of
notes, which is equivalent to an initial conversion price of approximately $5.68 per share of
common stock, subject to adjustment in certain circumstances.
The fair value of the 3 1/4% Senior Convertible Notes is determined by market transactions on or
near March 31, 2008. The fair value of the 3 1/4% Senior Convertible Notes as of March 31, 2008 was
$222.3 million.
1 1/4% Senior Convertible Notes
The $180.0 million principal amount of 1 1/4% Senior Convertible Notes due January 2024
outstanding at March 31, 2008 are convertible into shares of common stock at the option of the
holder on January 15, 2011, 2014 and 2019, unless previously redeemed, at a conversion price of
$7.60 per share, subject to adjustment in certain circumstances.
The Company is required to make semi-annual interest payments. The Senior Convertible Notes
are redeemable at the option of the Company before January 18, 2011, if the closing price of the
Companys common stock over a specified number of trading days has exceeded 150% of the conversion
price, and
24
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
anytime thereafter. Before January 18, 2011, the redemption price is equal to 100% of
the principal amount of the notes plus an amount equal to 8.75% of the principal amount of the
notes, less the amount of any interest actually paid on the notes on or prior to the redemption
date. The Senior Convertible Notes are due at maturity on January 15, 2024.
The fair value of the 1 1/4% Senior Convertible Notes is determined by market transactions on
or near March 31, 2008 and December 31, 2007, respectively. The fair value of the Senior
Convertible Notes as of March 31, 2008 and December 31, 2007 was $159.3 million and $156.6
million, respectively.
Bridging Debt Facility
On October 22, 2007, Bolnisi entered into a $20 million credit facility with Macquarie Bank
Limited to fund further exploration and development of the Palmarejo silver/gold project, the
exploration and development of the Yecora gold/silver project and the El Realito gold/silver
project and for working capital purposes. The credit facility was extended to June 30, 2008, and
bears interest at a variable rate (LIBOR) plus a margin of 2.45%. As of March 31, 2008, the
Company had $20 million outstanding under the facility bearing an interest rate of 5.47% included in current portion of long-term debt and capital lease obligations in the balance sheet.
Bank Loan
On August 30, 2007 (as amended on October 9, 2007), Palmarejo entered into a temporary credit
facility of $2.0 million secured by the Companys investments in Asset-Backed Commercial Paper, to
fund working capital requirements. The credit facility has been extended through May 31, 2008. As
of March 31, 2008, $2.0 million had been drawn on the facility, which bears interest at prime less
1.5%. The Company is required to reduce the amount of the outstanding credit facility with any
proceeds received from the sale of the Asset-Backed Commercial Paper.
25
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
NOTE L- DEFINED CONTRIBUTION, 401(k), DEFINED BENEFIT AND POST-RETIREMENT MEDICAL PLANS
Defined Contribution Plan and 401(k) Plan
The Company provides a noncontributory defined contribution retirement plan for all eligible
U.S. employees. Total plan expenses recognized in the Companys consolidated financial statements
were $0.2 million and $0.3 million in the first quarter of 2008 and 2007, respectively.
The Company maintains a savings plan (which qualifies under Section 401(k) of the U.S.
Internal Revenue Code) covering all eligible U.S. employees. Under the plan, employees may elect to
contribute up to 100% of their cash compensation, subject to ERISA limitations. Under the matching
formula in this plan, the Company matches 100% of the employees deferral contribution to a maximum
of 3% and matches 50% of the employees deferral contribution to a maximum of an additional 1% of
the employees compensation. Employees have the option of investing in thirteen different types of
investment funds. Total plan expenses recognized in the Companys consolidated financial statements
were $0.3 million and $0.3 million in the first quarter of 2008 and 2007, respectively.
As a result of the sale of Coeur Silver Valley, the Company no longer maintains a
post-retirement medical and/or defined benefit pension plans.
NOTE M COMMITMENTS AND CONTINGENCIES
Labor Union Contracts
The Company maintains two labor agreements in South America, consisting of a labor agreement with
Syndicato de Trabajadores de Compañía Minera Cerro Bayo Ltd. at its Cerro Bayo mine in Chile and
with Associacion Obrera Minera Argentina at its Martha mine in Argentina. The agreement at Cerro
Bayo is effective from December 24, 2007 to December 21, 2010 and the agreement at Mina Martha is
effective from June 12, 2006 to June 1, 2008. Additionally certain employees at San Bartolomé are
covered by a labor agreement that became effective October 11, 2007; this Bolivian labor agreement
does not have a fixed term. As of March 31, 2008, the Company had approximately 37.8% of its
worldwide labor force covered by collective bargaining agreements.
Termination Benefits
In September 2005, the Company established a one-time termination benefit program at the
Rochester mine as the mine approaches the end of its mine life. The employees will be required to
render service until they are terminated in order to be eligible for benefits. Approximately 84%
of the workforce was severed by the end of the first quarter of 2008, while the remaining 16% are
expected to stay on for residual leaching and reclamation activities. As of March 31, 2008, the
total amount expected to be incurred under this plan is approximately $4.9 million. The liability
is recognized ratably over the minimum future service period. The amount accrued as of March 31,
2008 was $0.5 million.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2008 |
|
2007 |
|
|
|
Beginning Balance |
|
$ |
820 |
|
|
$ |
1,959 |
|
Accruals |
|
|
102 |
|
|
|
139 |
|
Payments |
|
|
(387 |
) |
|
|
(89 |
) |
|
|
|
Ending Balance |
|
$ |
535 |
|
|
$ |
2,009 |
|
|
|
|
26
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
The Company does not have a written severance plan for any of its foreign operations
including Chile, Argentina, Bolivia and Mexico. However, laws in these foreign jurisdictions
require payment of certain minimum statutory termination benefits. Accordingly, in situations
where minimum statutory termination benefits must be paid to the affected employees, the Company
records employee severance costs in accordance with SFAS No. 112, Employers
Accounting for Postemployment Benefits. The Company has accrued obligations for postemployment
benefits in these locations of approximately $3.4 million as of March 31, 2008.
NOTE N- SIGNIFICANT CUSTOMERS
The Company markets its metals products and concentrates primarily to bullion trading banks
and five third party smelters. These customers then sell the metals to end users for use in
industry applications such as electronic circuitry, jewelry and silverware production and the
manufacture and development of photographic film. Sales of metals to bullion trading banks
amounted to approximately 34.9% and 54.0% of total metals sales for the three months ended March
31, 2008 and 2007, respectively. Generally, the loss of a single bullion trading bank customer
would not adversely affect the Company in view of the liquidity of the markets and availability of
alternative trading banks.
The Company currently markets its silver and gold concentrates to third party smelters in
Japan, Mexico, Australia and Germany. Sales of metals concentrates to third party smelters
amounted to approximately 65.1% and 46.0% of metals sales for the three months ended March 31, 2008
and 2007, respectively. The loss of any one smelter customer could have a material adverse effect
in the event of the possible unavailability of alternative smelters.
NOTE O- LITIGATION AND OTHER EVENTS
Federal District Court of Alaska Permit Challenge
On September 12, 2005 three environmental groups (Plaintiffs) filed a lawsuit in Federal
District Court in Alaska against the U.S. Army Corps of Engineers (Corps of Engineers) and the
U.S. Forest Service (USFS) seeking to invalidate the permit issued to Coeur Alaska, Inc. for the
Companys Kensington mine. The Plaintiffs claim the Clean Water Act (CWA) Section 404 permit
issued by the Corps of Engineers authorizing the deposition of mine tailings into Lower Slate Lake
conflicts with the CWA. They additionally claim the USFSs approval of the Amended Plan of
Operations is arbitrary and capricious because it relies on the 404 permit issued by the Corps of
Engineers. Following the District Courts remand of the Section 404 permit to the Corps of
Engineers for further review, the Corps reinstated the Companys permit on March 29, 2006. The
lawsuit challenging the permit was re-opened on April 6, 2006; Coeur Alaska filed its answer to the
Amended Complaint; and Coeur Alaska, the State of Alaska, and Goldbelt, Inc., a local native
corporation, were granted Defendant-Intervenor status to join the agencies in their defense of the
permit.
On August 4, 2006, the Federal District Court in Alaska dismissed the Plaintiffs challenge
and upheld the Section 404 permit. On August 7, 2006 the Plaintiffs filed a Notice of Appeal of
the decision to the Ninth Circuit Court of Appeals (Ninth Circuit Court) and on August 9, 2006
the Plaintiffs additionally filed a Motion for Injunction Pending Appeal with the Ninth Circuit
Court. The Ninth Circuit Court granted a temporary injunction pending appeal on August 24, 2006,
enjoining certain activities relating to the lake tailings facility.
On May 22, 2007 the Ninth Circuit Court reversed the District Courts August 4, 2006 decision
which had upheld the Companys 404 permit and issued its opinion that remanded the case to the
District Court with instructions to vacate the Companys 404 permit as well as the USFS Record of
Decision
approving the general tailings disposal plan as well as the Goldbelt 404 permit to construct
the Cascade
27
Coeur dAlene Mines Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited) (Continued)
(dollars in thousands, except per share, per ounce amounts)
Point Marine Facility. On August 20, 2007, Coeur Alaska filed a Petition for Rehearing
En Banc with the Ninth Circuit Court, as did the State of Alaska and Goldbelt, Inc. The Department
of Justice, on behalf of the Corps of Engineers, and USFS additionally filed a limited Petition for
Rehearing with the Ninth Circuit panel seeking reconsideration of the mandate of the May 22, 2007
panel decision. On October 29, 2007, the Ninth Circuit denied the Petitions for Rehearing En Banc.
On November 14, 2007 the Ninth Circuit granted a stay of the mandate pending further appeal to the
Supreme Court, subject to the development of a reclamation plan for the lake area. The Company and
the State of Alaska filed Petitions for Certiorari to the Supreme Court of the United States on
January 28, 2008. The Company cannot now predict the potential for obtaining further appeal or if
it will prevail upon appeal if one is granted.
This litigation has contributed to an increase in capital costs. While the Company cannot now
predict with certainty the outcome of this litigation, it believes it should ultimately prevail. In
the event that the Company does not prevail, it could be necessary to seek an alternate site for
the tailings disposal facility. The Company has identified an alternate site which it believes can
be permitted and has submitted a modified plan to the USFS and other government agencies. Based
upon the Companys current estimates, an impairment writedown could be necessary should the
expectation of the long-term price for gold decrease below approximately $606 per ounce. As of
March 31, 2008, the carrying value of the Kensington projects long-lived assets was $307.1
million.
No assurance can be given as to whether or when regulatory permits and approvals granted to
the Company may be further challenged, appealed or contested by third parties or issuing agencies,
or as to whether the Company will ultimately place the Kensington project into commercial
production.
States of Maine, Idaho And Colorado Superfund Sites Related to Callahan Mining Corporation
During 1991, the Company acquired all of the outstanding common stock of Callahan Mining
Corporation.
During 2001, the United States Forest Service (USFS) made a formal request for information
regarding the Deadwood Mine Site located in central Idaho. Callahan Mining Corporation had
operated at this site during the 1940s. The USFS believes that some cleanup action is required at
the location. However, Coeur dAlene Mines Corporation did not acquire Callahan until 1991, more
than 40 years after Callahan disposed of its interest in the Deadwood property. The Company did
not make any decisions with respect to generation, transport or disposal of hazardous waste at the
site. Therefore, it is believed that the Company is not liable for any cleanup, and if Callahan
might be liable, it has no substantial assets with which to satisfy any such liability. To date,
no claim has been made by the United States for any cleanup costs against either the Company or
Callahan.
During 2002, the EPA made a formal request for information regarding a Callahan mine site in
the State of Maine. Callahan operated there in the late 1960s, shut the operations down in the
early 1970s and disposed of the property. The EPA contends that some cleanup action is warranted
at the site, and listed it on the National Priorities List in late 2002. The Company believes that
because it made no decisions with respect to generation, transport or disposal of hazardous waste
at this location, it is not liable for any cleanup costs. If Callahan might have liability, it has
no substantial assets with which to satisfy such liability. To date, no claim has been made for
any cleanup costs against either the Company or Callahan.
In January 2003, the USFS made a formal request for information regarding a Callahan mine site
in the State of Colorado known as the Akron Mine Site. Callahan operated there in approximately the
late
1930s through the 1940s, and to the Companys knowledge, disposed of the property. The Company
is not aware of what, if any, cleanup action the USFS is contemplating. However, the Company did
not make decisions with respect to generation, transport or disposal of hazardous waste at this
location, and
therefore believes it is not liable for any cleanup costs. If Callahan might have
liability, it has no substantial assets with which to satisfy such liability. To date, no claim has
been made for any cleanup costs against either the Company or Callahan.
28
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Managements Discussion and Analysis of Financial Condition and Results of Operations
(MD&A) is designed to provide a reader of our financial statements with a narrative from the
perspective of management on our financial condition, results of operations, liquidity and other
factors that may affect our future results. We believe it is important to read our MD&A in
conjunction with our Annual Report on SEC Form 10-K for the year ended December 31, 2007, as well
as other publicly available information.
This document contains numerous forward-looking statements relating to the Companys gold and
silver mining business. The United States Private Securities Litigation Reform Act of 1995
provides a safe harbor for certain forward-looking statements. Operating, exploration and
financial data, and other statements in this document are based on information the Company
believes reasonable, but involve significant risks and uncertainties, including the risks set
forth under Part II Item 1A below, as to future gold and silver prices, costs, ore grades,
estimation of gold and silver reserves, mining and processing conditions, changes that could
result from the Companys future acquisition of new mining properties or businesses, the risks and
hazards inherent in the mining business (including environmental hazards, industrial accidents,
weather or geologically related conditions), regulatory and permitting matters, and risks inherent
in the ownership and operation of, or investment in, mining properties or businesses in foreign
countries. Actual results and timetables could vary significantly from the estimates presented.
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.
Managements Discussion and Analysis includes references to total cash costs per ounce of
silver produced both on an individual mine basis and on a consolidated basis. Total cash costs
per ounce represent a non- U.S. generally accepted accounting principles (GAAP) measurement that
management uses to monitor and evaluate the performance of its mining operations. A
reconciliation of total cash costs per ounce to U.S. GAAP Production Expenses is also provided
herein and should be referred to when reading the total cash costs per ounce measurement.
General
The results of the Companys operations are significantly affected by the market prices of
silver and gold which may fluctuate widely and are affected by many factors beyond the Companys
control, including, without limitation, interest rates, expectations regarding inflation, currency
values, governmental decisions regarding the disposal of precious metals stockpiles, global and
regional political and economic conditions, and other factors.
The average price of silver (Handy & Harman) and gold (London Final) for the first three
months of 2008 was $17.62 and $925 per ounce, respectively. The market price of silver and gold
on May 7, 2008 was $16.57 per ounce and $868 per ounce, respectively.
Coeur dAlene Mines Corporation is a large primary silver producer located in North America
and is engaged, through its subsidiaries, in the operation and/or ownership, development and
exploration of silver and gold mining properties and companies located primarily within South
America (Chile, Argentina and Bolivia), the United States (Nevada and Alaska), Australia (New
South Wales), Mexico (Chihuahua) and Africa (Tanzania). Coeur dAlene Mines Corporation and its
subsidiaries are hereinafter referred collectively as Coeur or the Company.
The Companys business strategy is to capitalize on the ore reserve/mineralized material bases
located at its operating mines and the expertise of its management team to continue as a leading
primary
29
silver production company through long-term, cash flow generating growth. The principal
elements of the Companys business strategy are to: (i) increase the Companys silver production
and reserves; (ii) decrease cash costs and increase production at the Companys existing silver
mining operations; (iii) transform development-stage properties into producing mines; (iv) acquire
operating mines, mineral interests and exploration and/or development properties with a view to
reducing the Companys cash and total costs, providing short-term positive cash flow return and
expanding its silver production base and reserves; and (v) continue to explore for new silver and
gold discoveries primarily near its existing mine sites and evaluate new opportunities to expand
its production through acquisitions and exploration.
In addition to the matters discussed above with respect to the key factors of the Companys
business strategy, the most important matters with which management is concerned in evaluating the
Companys financial condition and results of operations include:
|
|
|
Rochester Mine. As scheduled, mining activities at Rochester ceased in August
2007 as the mine entered its residual leaching phase, which is expected to continue through
2011. The Company continues to explore its options with respect to this property,
including a potential sale of the property and possible follow-up activities related to any
favorable results from the Companys exploration program conducted in the district during
2007. The reduced production being experienced in the residual leaching stage, and
ultimate cessation of activities there, will result in a reduction in net sales. |
|
|
|
|
Kensington Mine. The Company continues to achieve major milestones in its
effort to enable the Kensington Mine to commence production, including the completion of
Kensingtons mill, related surface facilities and a tunnel connecting the Kensington and
Jualin properties. In addition, the Company continues to cooperate with environmental
conservation groups with respect to the use of an alternative site for the construction of
the mines tailings disposal facility. Further delay in the commencement of production at
the Kensington Mine would adversely affect the Companys costs and liquidity. |
|
|
|
|
Cerro Bayo Mine. The Companys top priority with respect to this mine is to
reduce operating costs and increase gold and silver production. As part of the ongoing
operational improvement program at the Cerro Bayo mine, in April 2008, the Company
announced a temporary suspension of mining operations at this mine, expected to last
approximately six weeks, in order to upgrade its electrical infrastructure. On May 5,
2008, the Company announced that the mine has resumed operations ahead of schedule. The
continued successful implementation of the improvement program at Cerro Bayo will be key to
achieving the Companys goals of reducing costs and increasing production at this mine. |
|
|
|
|
Palmarejo. In December 2007, Coeur completed the acquisition of the Palmarejo
project. Capital expenditures for this property are currently estimated to be
approximately $225 million and construction activities there are already underway. The
Company currently expects to commence commercial production during the first half of 2009.
Any significant increase in the capital expenditures and/or delay in the commencement of
production would adversely affect the Companys costs and liquidity. |
|
|
|
|
San Bartolome. The Company expects to commence commercial production at its open
pit silver development property in Bolivia in the second quarter of 2008, and estimates
that initial full scale operating costs will approximate $4.10 per ounce, excluding
royalties and production taxes. Other uncertainties associated with the project include the
estimated amount of mineralized material there and logistical and other risks associated
with mining in Bolivia. If there is a delay in the expected commencement of commercial
production, or if operating costs prove to be higher than now estimated, the Companys
results of operations will be adversely affected. |
30
Operating Highlights and Statistics
South American Operations
Cerro Bayo Mine:
On April 8, 2008, the Company announced that as part of the ongoing operational improvement
program at the Companys Cerro Bayo mine in southern Chile, the mine would be upgrading its
electrical infrastructure, resulting in a temporary suspension of mining operations for
approximately 6 weeks. On May 5, 2008, the Company announced the resumption of operating activities
at Cerro Bayo and that the electrical upgrades had been completed ahead of schedule.
In early 2008, the Company implemented a recovery plan at Cerro Bayo to address the higher
costs and lower production rates experienced at the mine in 2007. Key components of this plan
include increased underground mine development to provide more operational flexibility, reducing
the size of the workforce, improving the training of the workforce using new, more efficient mining
methods, an organizational restructuring, and a cost improvement program. The temporary
suspension of mining operations is to allow the improvements of the contractor installed electrical
distribution systems for both the surface and underground facilities to be undertaken to further
improve operational reliability and performance. These investments will also significantly improve
worker safety at the mine, which remains the Companys top priority at all of its operations and
projects.
Silver production was 434,030 ounces and gold production was 10,129 ounces in the first
quarter of 2008 compared to 351,948 ounces of silver and 9,428 ounces of gold in the first quarter
of 2007. The silver production increase was primarily due to a 56.6% increase in tons mined as a
result of the recovery plan initiated late last year to improve mine productivity, grade control
and organizational efficiency. Total cash costs per ounce of silver in the first quarter of 2008
were $1.25 per ounce compared to $1.21 per ounce in 2007.
Martha Mine:
Silver production was 650,636 ounces in the first quarter of 2008 compared to 623,098 ounces
in the first quarter of 2007. The increase in silver production was primarily due to higher tons
mined, partially offset by lower silver grades. Total cash costs per ounce in the first quarter of
2008 were $6.67 per ounce compared to $6.11 per ounce in 2007. The increase in total cash cost per
ounce was primarily due to higher costs of labor, taxes and increased royalties resulting from
higher realized metal prices in the first quarter of 2008 compared to the first quarter of 2007.
North American Operations
Rochester Mine:
In August of 2007, the Company terminated mining and crushing operations at the Rochester mine
as ore reserves were fully mined. Residual heap leaching activities are now ongoing and are
expected to continue through 2011. Consequently, silver production was 680,510 ounces and gold
production was 5,851 ounces during the first quarter of 2008 compared to 1,182,796 ounces of silver
and 14,289 ounces of gold in the first quarter of 2007. Total cash costs per ounce decreased to
$(1.26) from $4.92 in the first quarter of 2007. The decrease in cash cost per ounce is primarily
due to (i) the fact that only processing costs are being incurred now that mining activities have
ceased; and (ii) the by-product credits from the gold produced exceeded operating costs in the 2008
period.
31
Australia Operations
Endeavor Mine:
Silver production at the Endeavor mine in the first quarter of 2008 was 228,499 ounces of
silver compared to 160,277 ounces of silver in the first quarter of 2007. This 43% increase in
silver production was primarily due to an 81% increase in silver ore grades as compared to the
first quarter of 2007. Total cash costs per ounce of silver produced were $2.35 in the first
quarter of 2008 compared to $3.19 in the first quarter of 2007. The decrease in cash cost per ounce
is primarily due to the increase in silver ounce production.
On May 23, 2005, the Company acquired all of the silver production and reserves, up to a
maximum of 17.7 million payable ounces, contained at the Endeavor Mine in Australia, which is owned
and operated by Cobar Operations Pty. Limited (Cobar), a wholly-owned subsidiary of CBH Resources
Ltd. (CBH), for $43.7 million. The Endeavor Mine is located 720 km northwest of Sydney in New
South Wales and has been in production since 1983. Under the terms of the original agreement, CDE
Australia, a wholly-owned subsidiary of Coeur, paid Cobar $15.4 million of cash at the closing. In
addition, CDE Australia will pay Cobar approximately $26.2 million upon the receipt of a report
confirming that the reserves at the Endeavor mine are equal to or greater than the reported ore
reserves for 2004. In January 2008, the mine met the criteria for payment of the additional $26.2
million. On April 1, 2008, the Company paid this amount plus accrued interest at a rate of 7.5% per
annum from January 24, 2008. In addition to these upfront payments, Coeur originally committed to
pay Cobar an operating cost contribution of $1.00 for each ounce of payable silver plus a further
increment when the silver price exceeds $5.23 per ounce. This further increment was to have begun
on the second anniversary of this agreement and is 50% of the amount by which the silver price
exceeds $5.23 per ounce. A cost contribution of $0.25 per ounce is also payable by Coeur in
respect of new ounces of proven and probable silver reserves as they are discovered. During the
first quarter of 2007, $2.0 million was paid for additional ounces of proven and probable silver
reserves under the terms of the contract. The amount was capitalized as a portion of the
mineral interest and amortized using the units of production method.
On March 28, 2006, CDE Australia Pty, Ltd. (CDE Australia) reached an agreement with CBH
Resources Ltd. to modify the terms of the original silver purchase agreement. Under the modified
terms, CDE Australia owns all silver production and reserves up to a total of 20.0 million ounces,
up from 17.7 million ounces in the original agreement. The conditions relating to the second
payment were also modified and tied to certain paste fill plant performance criteria and mill
throughput tests. The Company has received approximately 1.6 million payable ounces to date and the
current ore reserve contains approximately 14.4 million payable ounces based on current
metallurgical recovery and current smelter contract terms. Expansion of the ore reserve will be
required to achieve the maximum payable ounces of silver production as set forth in the modified
contract. It is expected that future expansion to the ore reserve will occur as a result of the
conversion of portions of the propertys existing inventory of mineralized material and future
exploration discoveries. CBH conducts regular exploration to discover new mineralization and to
define reserves from surface and underground drilling platforms. The silver price-sharing provision
is deferred until such time as Coeur has received approximately 2 million cumulative ounces of
silver from the mine or June 2007, whichever is later. In addition, the silver price-sharing
threshold increased to US$7.00 per ounce, from the previous level of US$5.23 per ounce.
In connection with the modification of the terms of the agreement, CDE Australia agreed to
provide CBH with an advance of up to A$15.0 million of the A$30 million that remains to be paid
under the terms of the original agreement. The remaining payment from Coeur to CBH is subject to
the Endeavor mine achieving certain operational benchmarks. The advance, in the form of a loan
facility, bears interest at 7.75% per annum once drawn by CBH. The term is for a twelve month
period with an option for CBH to extend the term for an additional six months. As of March 31,
2008, the facility has terminated and no advances were made under the facility.
32
As of March 31, 2008, the Company has recovered approximately 30.9% of the transaction
consideration consisting of 1.6 million payable ounces, or 7.9%, of the 20 million payable silver
ounces to which Coeur is entitled under the terms of the silver sale and purchase agreement.
Broken Hill Mine:
Silver production at the Broken Hill Mine in the first quarter of 2008 was 386,481 ounces
compared to 302,848 ounces in the first quarter of 2007. The increase in silver production is
primarily due to a 66% increase in tons mined, partially offset by a
decrease in silver ore grades and recoveries. Total cash costs per ounce of silver production were
$3.72 in the first quarter of 2008 compared to $3.16 in the first
quarter of 2007.
On September 8, 2005, the Company acquired all of the silver production and reserves, up to
17.2 million payable ounces (24.5 million contained ounces), contained at the Broken Hill mine in
Australia, which is owned and operated by Perilya Broken Hill Ltd. (PBH) for $36.9 million. In
addition, CDE Australia will pay PBH an operating cost contribution of approximately $2.00 for each
ounce of payable silver. Under the terms of the agreement, PBH may earn up to US$0.75 million per
year of additional consideration by meeting certain silver production thresholds. No additional
payments pursuant to production thresholds were made during the first quarter of 2008.
While the Company is entitled to all of the silver production and reserves up to a maximum of
17.2 million payable ounces, to date the Company has received 4.5 million payable ounces and the
current ore reserve contains approximately 12.5 million payable ounces based on current
metallurgical recovery and current smelter contract terms. Expansion of the ore reserve will be
required to achieve the maximum payable ounces of silver production as set forth in the contract.
It is expected that future expansion of the ore reserves will occur as a result of conversion of
portions of the propertys inventory of mineralized material and future exploration discoveries on
the property. Perilya conducts regular exploration to discover new mineralization and define
reserves from surface and underground drilling platforms. For its fiscal year 2007/2008
(July/June), Perilya has budgeted A$5.8 million (US$5.1 million) for this work. The Company is not
required to contribute to ongoing capital costs at the mine.
As of March 31, 2008, the Company has recovered approximately 98.1% of the transaction
consideration consisting of 4.5 million payable ounces, or 26.2%, of the 17.2 million payable
silver ounces to which Coeur is entitled under the terms of the silver sale agreement.
On March 26, 2008, Perilya Limited, the parent company of PBH, announced a proposal to merge
with CBH to create a significant global producer of both zinc and lead concentrates. The proposed
transaction is subject to a number of conditions, including CBH shareholder and convertible note
holder approvals and Court approval, which Perilya Limited expects to be completed by the end of
July, 2008. It is expected that this merger, if completed, will not impact the current agreements
between the Company and PBH and CBH, respectively.
33
Operating Statistics From Continuing Operations
The following table presents information by mine and consolidated sales information for the
three-month periods ended March 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2008 |
|
2007 |
Rochester |
|
|
|
|
|
|
|
|
Tons processed |
|
|
|
|
|
|
2,083,272 |
|
Ore grade/Ag oz |
|
|
|
|
|
|
0.76 |
|
Ore grade/Au oz |
|
|
|
|
|
|
0.007 |
|
Recovery/Ag oz (A) |
|
|
|
|
|
|
75.0 |
% |
Recovery/Au oz (A) |
|
|
|
|
|
|
92.6 |
% |
Silver production ounces |
|
|
680,510 |
|
|
|
1,182,796 |
|
Gold production ounces |
|
|
5,851 |
|
|
|
14,289 |
|
Cash cost/oz |
|
$ |
(1.26 |
) |
|
$ |
4.92 |
|
Total cost/oz |
|
$ |
(0.24 |
) |
|
$ |
8.77 |
|
Martha Mine |
|
|
|
|
|
|
|
|
Tons milled |
|
|
8,977 |
|
|
|
8,200 |
|
Ore grade/Ag oz |
|
|
74.46 |
|
|
|
79.64 |
|
Ore grade/Au oz |
|
|
0.081 |
|
|
|
0.108 |
|
Recovery/Ag oz |
|
|
97.3 |
% |
|
|
95.4 |
% |
Recovery/Au oz |
|
|
89.9 |
% |
|
|
94.5 |
% |
Silver production ounces |
|
|
650,636 |
|
|
|
623,098 |
|
Gold production ounces |
|
|
654 |
|
|
|
835 |
|
Cash cost/oz |
|
$ |
6.67 |
|
|
$ |
6.11 |
|
Total cost/oz |
|
$ |
7.96 |
|
|
$ |
6.55 |
|
Cerro Bayo |
|
|
|
|
|
|
|
|
Tons milled |
|
|
91,517 |
|
|
|
58,450 |
|
Ore grade/Ag oz |
|
|
5.10 |
|
|
|
6.35 |
|
Ore grade/Au oz |
|
|
0.123 |
|
|
|
0.171 |
|
Recovery/Ag oz |
|
|
93.0 |
% |
|
|
94.9 |
% |
Recovery/Au oz |
|
|
90.2 |
% |
|
|
94.1 |
% |
Silver production ounces |
|
|
434,030 |
|
|
|
351,948 |
|
Gold production ounces |
|
|
10,129 |
|
|
|
9,428 |
|
Cash cost/oz |
|
$ |
1.25 |
|
|
$ |
1.21 |
|
Total cost/oz |
|
$ |
7.65 |
|
|
$ |
5.09 |
|
Broken Hill |
|
|
|
|
|
|
|
|
Tons milled |
|
|
500,970 |
|
|
|
301,617 |
|
Ore grade/Ag oz |
|
|
1.04 |
|
|
|
1.14 |
|
Recovery/Ag oz |
|
|
74.3 |
% |
|
|
87.9 |
% |
Silver production ounces |
|
|
386,481 |
|
|
|
302,848 |
|
Cash cost/oz |
|
$ |
3.72 |
|
|
$ |
3.16 |
|
Total cost/oz |
|
$ |
5.49 |
|
|
$ |
5.12 |
|
Endeavor |
|
|
|
|
|
|
|
|
Tons milled |
|
|
247,163 |
|
|
|
281,781 |
|
Ore grade/Ag oz |
|
|
1.63 |
|
|
|
0.90 |
|
Recovery/Ag oz |
|
|
56.8 |
% |
|
|
62.9 |
% |
Silver production ounces |
|
|
228,499 |
|
|
|
160,277 |
|
Cash cost/oz |
|
$ |
2.35 |
|
|
$ |
3.19 |
|
Total cost/oz |
|
$ |
4.22 |
|
|
$ |
4.17 |
|
CONSOLIDATED PRODUCTION TOTALS |
|
|
|
|
|
|
|
|
Silver ounces |
|
|
2,380,156 |
|
|
|
2,620,967 |
|
Gold ounces |
|
|
16,634 |
|
|
|
24,552 |
|
Cash cost per oz/silver |
|
$ |
2.52 |
|
|
$ |
4.40 |
|
Total cost/oz |
|
$ |
4.80 |
|
|
$ |
7.05 |
|
CONSOLIDATED SALES TOTALS (B) |
|
|
|
|
|
|
|
|
Silver ounces sold |
|
|
2,412,317 |
|
|
|
2,676,435 |
|
Gold ounces sold |
|
|
14,762 |
|
|
|
24,632 |
|
Realized price per silver ounce |
|
$ |
18.45 |
|
|
$ |
13.74 |
|
Realized price per gold ounce |
|
$ |
965 |
|
|
$ |
645 |
|
|
|
|
(A) |
|
The leach cycle at Rochester requires 5 to 10 years to recover gold and silver
contained in the ore. The Company estimates the ultimate recovery to be approximately 61.5%
for silver and 93% for gold. However, ultimate recoveries will not be |
34
|
|
|
|
|
known
until leaching operations cease, which is currently estimated for 2011. Current recovery may
vary significantly from ultimate recovery. In August 2007, mining and crushing activities were
terminated and ore reserves were fully mined. See Critical Accounting Policies and Estimates -
Ore on Leach Pad. |
|
(B) |
|
Units sold at realized metal prices will not match reported metal sales due
primarily to the effects on revenues of mark-to-market adjustments on embedded derivatives in
the Companys provisionally priced sales contracts. |
Cash Costs per Ounce are calculated by dividing the cash costs computed for each of the Companys
mining properties for a specified period by the amount of gold ounces or silver ounces produced by
that property during that same period. Management uses cash costs per ounce as a key indicator of
the profitability of each of its mining properties. Gold and silver are sold and priced in the
world financial markets on a US dollar per ounce basis.
Cash Costs are costs directly related to the physical activities of producing silver and gold,
and include mining, processing and other plant costs, third-party refining and smelting costs,
marketing expense, on-site general and administrative costs, royalties, in-mine drilling
expenditures that are related to production and other direct costs. Sales of by-product metals are
deducted from the above in computing cash costs. Cash costs exclude depreciation, depletion and
amortization, corporate general and administrative expense, exploration, interest, and
pre-feasibility costs and accruals for mine reclamation. Cash costs are calculated and presented
using the Gold Institute Production Cost Standard applied consistently for all periods presented.
Total cash costs per ounce is a non-GAAP measurement and investors are cautioned not to place undue
reliance on it and are urged to read all GAAP accounting disclosures presented in the consolidated
financial statements and accompanying footnotes. In addition, see the reconciliation of cash
costs to production costs set forth below.
The following tables present a reconciliation between non-GAAP cash costs per ounce to GAAP
production costs applicable to sales reported in the Statement of Operations:
Three Months Ended March 31, 2008
(In thousands except ounces and per ounce costs)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rochester |
|
|
Cerro Bayo |
|
|
Martha |
|
|
Endeavor |
|
|
Broken Hill |
|
|
Total |
|
Production of Silver (ounces) |
|
|
680,510 |
|
|
|
434,030 |
|
|
|
650,636 |
|
|
|
228,499 |
|
|
|
386,481 |
|
|
|
2,380,156 |
|
Cash Costs per ounce |
|
$ |
(1.26 |
) |
|
$ |
1.25 |
|
|
$ |
6.67 |
|
|
$ |
2.35 |
|
|
$ |
3.72 |
|
|
$ |
2.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash Costs |
|
$ |
(855 |
) |
|
$ |
544 |
|
|
$ |
4,340 |
|
|
$ |
537 |
|
|
$ |
1,436 |
|
|
$ |
6,002 |
|
Add/Subtract: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Party Smelting Costs |
|
|
|
|
|
|
(1,245 |
) |
|
|
(374 |
) |
|
|
(310 |
) |
|
|
(678 |
) |
|
|
(2,607 |
) |
By-Product Credit |
|
|
5,393 |
|
|
|
9,465 |
|
|
|
612 |
|
|
|
|
|
|
|
|
|
|
|
15,470 |
|
Other Adjustments |
|
|
102 |
|
|
|
|
|
|
|
354 |
|
|
|
|
|
|
|
|
|
|
|
456 |
|
Change in Inventory |
|
|
8,150 |
|
|
|
(708 |
) |
|
|
(1,576 |
) |
|
|
171 |
|
|
|
(73 |
) |
|
|
5,964 |
|
Depreciation, depletion and
amortization |
|
|
590 |
|
|
|
2,778 |
|
|
|
837 |
|
|
|
427 |
|
|
|
684 |
|
|
|
5,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production costs applicable to sales |
|
$ |
13,380 |
|
|
$ |
10,834 |
|
|
$ |
4,193 |
|
|
$ |
825 |
|
|
$ |
1,369 |
|
|
$ |
30,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2007
(In thousands except ounces and per ounce costs)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rochester |
|
|
Cerro Bayo |
|
|
Martha |
|
|
Endeavor |
|
|
Broken Hill |
|
|
Total |
|
Production of Silver (ounces) |
|
|
1,182,796 |
|
|
|
351,948 |
|
|
|
623,098 |
|
|
|
160,277 |
|
|
|
302,848 |
|
|
|
2,620,967 |
|
Cash Costs per ounce |
|
$ |
4.92 |
|
|
$ |
1.21 |
|
|
$ |
6.11 |
|
|
$ |
3.19 |
|
|
$ |
3.16 |
|
|
$ |
4.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash Costs |
|
$ |
5,821 |
|
|
$ |
427 |
|
|
$ |
3,809 |
|
|
$ |
511 |
|
|
$ |
958 |
|
|
$ |
11,526 |
|
Add/Subtract: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Party Smelting Costs |
|
|
|
|
|
|
(606 |
) |
|
|
(519 |
) |
|
|
(368 |
) |
|
|
(367 |
) |
|
|
(1,860 |
) |
By-Product Credit |
|
|
9,277 |
|
|
|
6,139 |
|
|
|
544 |
|
|
|
|
|
|
|
|
|
|
|
15,960 |
|
Other Adjustments |
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139 |
|
Change in Inventory |
|
|
(3,481 |
) |
|
|
(1,787 |
) |
|
|
518 |
|
|
|
12 |
|
|
|
(7 |
) |
|
|
(4,745 |
) |
Depreciation, depletion and
amortization |
|
|
4,416 |
|
|
|
1,365 |
|
|
|
271 |
|
|
|
157 |
|
|
|
594 |
|
|
|
6,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production costs applicable to sales |
|
$ |
16,172 |
|
|
$ |
5,538 |
|
|
$ |
4,623 |
|
|
$ |
312 |
|
|
$ |
1,178 |
|
|
$ |
27,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
Exploration Activity
In the first quarter, the Company committed approximately $4.5 million (US) to its global
exploration program. The majority of this was devoted to exploration around its large operating
properties.
Cerro Bayo Mine (Chile)
Exploration at Cerro Bayo during the first quarter of 2008 focused on reserve
development/delineation drilling and discovery of new mineralization, principally at the Coiues
Este, which occurs about one kilometer east the mill facility. Approximately 9,900 meters (32,400
feet) were drilled in the two programs. Positive results were received from both programs and are
expected to produce additional reserves and mineralized material. In addition, exploratory drilling
was also conducted in the Cascada area in the southern part of the large Cerro Bayo district.
Martha Mine (Argentina)
At Martha, 2,700 meters (8,858 feet) of drilling was completed during the first quarter of
2008 to expand reserves and discover new mineralization. The focus of this work was at the Martha
mine and the new Betty and Isabel vein systems to the north of the mine. Drilling will continue
throughout the year on these and other targets in the Martha mine district.
In addition to its exploration program near the Martha mine, the Company also conducts
exploration in other parts of the Santa Cruz province of Argentina. In the first quarter of 2008,
the Company focused this effort on the Joaquin, Sol de Mayo and Satellite properties. Joaquin is
one of two properties on which the Company has an option to acquire a joint venture interest with
Mirasol Resources Ltd. Sol de Mayo and Satellite are controlled by the Company under separate
options to purchase with private Argentina business interests.
Palmarejo (Mexico)
Exploration is underway at the Companys new Palmarejo property in the Sierra Madre Occidental
of northern Mexico. The focus of this work was drilling on the Guadalupe deposit designed to
expand the size of the known silver and gold mineralization. A total of 2,995 meters (9,824 feet)
of drilling was completed in the quarter.
Tanzania (Africa)
In the first quarter of 2008, the Company continued exploration on its properties in the Lake
Victoria Goldfields District of northern Tanzania, consisting of additional mapping, sampling and
data modeling to refine the next phase of drilling. Core drilling is expected to commence in the
second quarter initially at Kiziba Hill.
Development Projects:
San Bartolomé (Bolivia)
During 2004, the Company completed an updated feasibility study, obtained all required permits
and commenced construction of the San Bartolomé mine. The Company estimates the total capital cost
(excluding political risk insurance premiums and capitalized interest) at San Bartolomé to be
approximately $228 million, of which $157.7 million has been incurred as of March 31, 2008. The
Company estimates initial operating costs, once the plant achieves full scale operations, of $4.10
per silver ounce, excluding insurance, royalties and production taxes of $2.03 per ounce. Based on
the current development schedule, the Company expects commercial production to begin in the second
quarter of 2008 and expects to produce 6 million ounces of silver during the remainder of 2008
and production of
36
approximately 9 million ounces of silver during 2009. No assurances can be made
that the project will achieve its schedule and cost estimates as discussed above.
The San Bartolomé project involves risks that are inherent in any mining venture, as well as
particular risks associated with the location of the project. The estimate of mineralized material
indicated by the geologic studies performed to date are preliminary in nature and may differ
materially after further metallurgical testing is completed. Also, managing mining projects in the
altiplano area of Bolivia, where Cerro Rico is located, presents logistical challenges. The
political and cultural differences of Bolivia may also present challenges.
We have obtained a political risk insurance policy from the Overseas Private Insurance
Corporation (OPIC) and another private insurer. The policy is in the amount of $155 million and
covers 85% of any loss arising from expropriation, political violence or currency inconvertibility.
The policy is expected to cost approximately $3.4 million, which is capitalized during the
development and construction phases and expensed (at approximately $0.21 per ounce of silver
produced) when the project commences commercial production.
Palmarejo (Mexico)
On December 21, 2007, the company acquired all of the outstanding stock of Bolnisi Gold NL
(Bolnisi), an Australian company listed on the Australian Stock Exchange, and Palmarejo Silver
and Gold Corporation (Palmarejo) a Canadian company listed on the TSX Venture Exchange. The
principal asset of Bolnisi was its ownership of 72.8% of the outstanding common shares of
Palmarejo. Palmarejo is engaged in the exploration and development of silver and gold properties
located in the state of Chihuahua in northern Mexico and its principal silver and gold properties
are collectively referred to as the Palmarejo project. The Palmarejo project is currently under
development and is expected to commence commercial production in the first half of 2009.
The Palmarejo project (including the Trogan license area), the principal asset of Bolnisi and
Palmarejo, is located in the state of Chihuahua in northern Mexico, approximately 15 kilometers
northwest of the township of Temoris, where Bolnisi has established field headquarters. Temoris is
approximately 420 kilometers southwest from the city of Chihuahua, the state capital, where Bolnisi
has established its Mexican headquarters. In addition to the Palmarejo project, the Company also
acquired the Yecora exploration-stage property located in Sonora, on the border with Chihuahua and
the El Realito exploration-stage property in Chihuahua. Due to the focus of activities on the
Palmarejo project, no exploration work was undertaken at the Yecora or El Realito projects during
the first quarter of 2008.
The Palmarejo project contains a number of mineralized zones or areas of interest. The most
important of these to date is the Palmarejo zone in the far north of the concessions which covers
the old Palmarejo gold-silver mine based on the northwest-southeast trending La Prieta and La
Blanca gold-silver bearing structures. In addition to Palmarejo, mineralized vein and alteration
systems have been identified in the district, roughly sub-parallel to the Palmarejo zone. The most
significant of these additional targets are the Guadalupe (including Animas) and La Patria vein
systems in the southern part of the property and are currently under investigation by the Companys
exploration teams.
The Palmarejo project consists of approximately 12,115 hectares covered by mining concessions,
of which about 11,817 hectares are owned outright by Planet Gold, a wholly-owned subsidiary of the
Company, with an additional 226 hectares held by means of leases and options to purchase, which
agreements are summarized below. In addition, Planet Gold has obtained the rights to, but has not
yet made all payments to complete, the purchase of 72 additional hectares.
The Chihuahua Informe Pericial (Mines Department) administers the lands in the Palmarejo
project area. The claim boundaries are surveyed as part of the process of obtaining mining
concessions in Mexico. Access to Palmarejo from Chihuahua is via paved Highway 127, a two-lane
road, to the town of
37
San Rafael and then by gravel road to Temoris and finally Palmarejo. The
Chihuahua-Pacifico rail service operates between Chihuahua and Los Mochis on the southwest coast of
Mexico. Two passenger trains and one freight train operate daily from Chihuahua. Access from the
rail station at the town of Temoris to Palmarejo is along 35 km of government-maintained gravel
road, which is the extension of Highway 127, that continues on through to Chinipas. The climate of
the area is moderate. Average maximum temperature is about 34°C, with an average minimum
temperature of about 5°C. Rainfall occurs mainly during the summer months, with average annual
precipitation of about 800 millimeters. The elevation of Palmarejo is about 1,150 meters above sea
level. All anticipated exploration work can be conducted year round.
The capital cost of the project, from the time the Company acquired it on December 21, 2007 to
the commencement of commercial production, is currently estimated to be approximately $225 million.
Based upon the original prefeasibility report, it is expected that the project will commence
commercial production in the first half of 2009 and is expected to produce approximately 10.5
million ounces of silver and 115,000 ounces of gold annually at an average cash cost per silver
ounce of ($1.40) including gold by-product credit. The Company is currently completing the final
updated feasibility study, which is expected to be completed in the second quarter of 2008. No
assurances can be made that the project will achieve its schedule and cost estimates.
The Company has budgeted over $8.0 million for exploration at the Palmarejo District in 2008,
its first year of exploration since completion of the acquisition, in an attempt to discover new
silver and gold mineralization and define new ore reserves.
Kensington (Alaska)
The Kensington property, which contains the projects reserves, consists of over 6,100 acres
of patented (750 acres) and unpatented federal mining claims and state claims. The adjacent Jualin
property to the south consists of 9,236 acres of patented and unpatented federal mining claims and
state claims.
On July 7, 1995, Coeur, through its wholly-owned subsidiary, Coeur Alaska, Inc. (Coeur
Alaska), acquired the 50% ownership interest of Echo Bay Exploration Inc. (Echo Bay) in the
Kensington property from Echo Bay and Echo Bay Alaska, Inc. (collectively the Sellers), giving
Coeur 100% ownership of the Kensington property. The property is located on the east side of Lynn
Canal between Juneau and Haines, Alaska. Coeur Alaska is obligated to pay Echo Bay a scaled net
smelter return royalty on 1.0 million ounces of future gold production after Coeur Alaska recoups
the $32.5 million purchase price and its construction and development expenditures incurred after
July 7, 1995 in connection with placing the property into commercial production. The royalty
ranges from 1% at $400 gold prices to a maximum of 2 1/2% at gold prices above $475, with the royalty
to be capped at 1.0 million ounces of production.
On September 12, 2005 three environmental groups (Plaintiffs) filed a lawsuit in Federal
District Court in Alaska against the U.S. Army Corps of Engineers (Corps of Engineers) and the
U.S. Forest Service (USFS) seeking to invalidate the permit issued to Coeur Alaska, Inc. for the
Companys Kensington mine. The Plaintiffs claim the Clean Water Act (CWA) Section 404 permit
issued by the Corps of Engineers authorizing the deposition of mine tailings into Lower Slate Lake
conflicts with the CWA. They additionally claim the USFSs approval of the Amended Plan of
Operations is arbitrary and capricious because it relies on the 404 permit issued by the Corps of
Engineers. Following the District Courts remand of the Section 404 permit to the Corps of
Engineers for further review, the Corps reinstated the Companys permit on March 29, 2006. The
lawsuit challenging the permit was re-opened on April 6, 2006; Coeur Alaska filed its answer to the
Amended Complaint; and Coeur Alaska, the State
of Alaska, and Goldbelt, Inc., a local native corporation, were granted Defendant-Intervenor
status to join the agencies in their defense of the permit.
38
On August 4, 2006, the Federal District Court in Alaska dismissed the Plaintiffs challenge
and upheld the Section 404 permit. On August 7, 2006 the Plaintiffs filed a Notice of Appeal of
the decision to the Ninth Circuit Court of Appeals (Ninth Circuit Court) and on August 9, 2006
the Plaintiffs additionally filed a Motion for Injunction Pending Appeal with the Ninth Circuit
Court. The Ninth Circuit Court granted a temporary injunction pending appeal on August 24, 2006,
enjoining certain activities relating to the lake tailings facility.
On May 22, 2007 the Ninth Circuit Court reversed the District Courts August 4, 2006 decision
which had upheld the Companys 404 permit and issued its opinion that remanded the case to the
District Court with instructions to vacate the Companys 404 permit as well as the USFS Record of
Decision approving the general tailings disposal plan as well as the Goldbelt 404 permit to
construct the Cascade Point Marine Facility. On August 20, 2007, Coeur Alaska filed a Petition for
Rehearing En Banc with the Ninth Circuit Court, as did the State of Alaska and Goldbelt, Inc. The
Department of Justice, on behalf of the Corps of Engineers, and USFS additionally filed a limited
Petition for Rehearing with the Ninth Circuit panel seeking reconsideration of the mandate of the
May 22, 2007 panel decision. On October 29, 2007, the Ninth Circuit denied the Petitions for
Rehearing En Banc. On November 14, 2007 the Ninth Circuit granted a stay of the mandate pending
further appeal to the Supreme Court, subject to the development of a reclamation plan for the lake
area. The Company and the State of Alaska filed Petitions for Certiorari to the Supreme Court of
the United States on January 28, 2008.
The Company cannot predict the potential for obtaining further appeal or if it will prevail
upon appeal if one is granted. In the event that the Company does not prevail, the Company has
identified an alternate site for the tailings disposal facility which it believes can be permitted
and has submitted a modified plan of operations to the USFS. As a part of the modified plan of
operations, the Company entered into a Memorandum of Understanding in April 2008 with Goldbelt
Incorporated, an Alaska Native corporation, focusing on development of an alternative
transportation plan that would transport mine workers from Juneau to Yankee Cove, and then by boat
from Yankee Cove to the Kensington mine site.
The Kensington litigation has contributed to an increase in capital costs. The Company has
expended approximately $275.6 million (excluding capitalized
interest) as of March 31, 2008. The Company expects the cash cost of
production to be approximately $310 per ounce of gold in the initial years of operation. Total
expenditures by the Company at the Kensington property in the three months ended March 31, 2008
were $9.7 million. Such expenditures were used to continue the permitting and development
activities. The Company plans to spend approximately $25.7 million on the project during 2008.
Based upon the Companys current estimates, an impairment writedown could be necessary should the
expectation of the long-term price for gold decrease below approximately $606 per ounce. As of
March 31, 2008, the carrying value of the Kensington projects long-lived assets was $307.1
million.
The Company believes that commercial production could commence in 2009, subject to successful
resolution of the permitting and litigation issues described above and completion of associated
construction of the tailings facility. No assurances can be made that the project will achieve its
schedule and cost estimates as discussed above. Further, no assurance can be given as to whether or
when regulatory permits and approvals granted to the Company may be further challenged, appealed or
contested by third parties or issuing agencies, or as to whether the Company will ultimately place
the Kensington project into commercial production.
Critical Accounting Policies and Estimates
Management considers the following policies to be most critical in understanding the judgments
that are involved in preparing the Companys consolidated financial statements and the
uncertainties that
39
could impact its results of operations, financial condition and cash flows. Our
consolidated financial statements are impacted by the accounting policies used and the estimates
and assumptions made by management during their preparation. We have identified the policies below
as critical to our business operations and the understanding of our results of operations.
Managements discussion and analysis of our financial condition and results of operations are based
on our consolidated financial statements, which have been prepared in conformity with accounting
principles generally accepted in the United States (GAAP). The preparation of these statements
requires that we make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our financial
statements, and the reported amounts of revenue and expenses during the reporting period. We base
these estimates on historical experience and on assumptions that we consider reasonable under the
circumstances; however, reported results could differ from those based on the current estimates
under different assumptions or conditions. The impact and any associated risks related to these
policies on our business operations are discussed throughout Managements Discussion and Analysis
of Financial Condition and Results of Operations. The areas requiring the use of managements
estimates and assumptions relate to recoverable ounces from proven and probable reserves that are
the basis of future cash flow estimates and units-of-production depreciation and amortization
calculations; useful lives utilized for depreciation, depletion, amortization and accretion of
future cash flows for long lived assets; estimates of recoverable gold and silver ounces in ore on
leach pad; reclamation and remediation costs; valuation allowance for deferred tax assets; and
post-employment and other employee benefit liabilities. For a detailed discussion on the
application of these and other accounting policies, see Note B in the Notes to the Consolidated
Financial Statements of this Form 10-Q.
Revenue Recognition. Pursuant to guidance in Staff Accounting Bulletin (SAB) No. 104, Revenue
Recognition for Financial Statements, revenue is recognized when persuasive evidence of an
arrangement exists, delivery has occurred, the price is fixed or determinable, no obligations
remain and collectability is probable. The passing of title to the customer is based on the terms
of the sales contract. Product pricing is determined at the point revenue is recognized by
reference to active and freely traded commodity markets, for example the London Bullion Market for
both gold and silver, in an identical form to the product sold.
Under our concentrate sales contracts with third-party smelters, final gold and silver prices
are set on a specified future quotational period, typically one to three months, after the shipment
date based on market metal prices. Revenues are recorded under these contracts at the time title
passes to the buyer based on the forward price for the expected settlement period. The contracts,
in general, provide for a provisional payment based upon provisional assays and quoted metal
prices. Final settlement is based on the average applicable price for a specified future period,
and generally occurs from three to six months after shipment. Final sales are settled using
smelter weights, settlement assays (average of assays exchanged and/or umpire assay results) and
are priced as specified in the smelter contract. The Companys provisionally priced sales contain
an embedded derivative that is required to be separated from the host contract for accounting
purposes. The host contract is the receivable from the sale of concentrates at the forward price
at the time of sale. The embedded derivative does not qualify for hedge accounting. The embedded
derivative is recorded as a derivative asset in prepaid expenses and other, or a derivative
liability on the balance sheet and is adjusted to fair value through revenue each period until the
date of final gold and silver settlement. The form of the material being sold, after deduction for
smelting and refining, is in an identical form to that sold on the London Bullion Market. The form
of the product is metal in flotation concentrate, which is the final process for which the Company
is responsible.
The effects of forward sales contracts are reflected in revenue at the date the related
precious metals are delivered or the contracts expire. Third party smelting and refining costs are
recorded as a reduction of revenue.
At March 31, 2008, the Company had outstanding provisionally priced sales of $61.0 million,
consisting of 2.7 million ounces of silver and 18,800 ounces of gold, which had a fair value of
approximately $64.7 million including the embedded derivative. For each one cent per ounce change
in realized silver price, revenue would vary (plus or minus) approximately $27,000 and for each one
dollar per ounce change in
40
realized gold price, revenue would vary (plus or minus) approximately
$18,800. At March 31, 2007, the Company had outstanding provisionally priced sales of $51.4
million, consisting of 2.8 million ounces of silver and 23,000 ounces of gold, which had a fair
value of approximately $52.5 million including the embedded derivative. For each one cent per ounce
change in realized silver price, revenue would vary (plus or minus) approximately $28,000 and for
each one dollar per ounce change in realized gold price, revenue would vary (plus or minus)
approximately $23,000.
Estimates. The preparation of this Quarterly Report on Form 10-Q requires us to make estimates and
assumptions that affect the reported amount of assets and liabilities, disclosure of contingent
assets and liabilities at the date of our financial statements, and the reported amounts of revenue
and expenses during the reporting period. There can be no assurance that actual results will not
differ from those estimates. The most critical accounting principles upon which the Companys
financial status depends are those requiring estimates of recoverable ounces from proven and
probable reserves and/or assumptions of future commodity prices. There are a number of
uncertainties inherent in estimating quantities of reserves, including many factors beyond our
control. Ore reserves estimates are based upon engineering evaluations of samplings of drill holes
and other openings. These estimates involve assumptions regarding future silver and gold prices,
the geology of our mines, the mining methods we use and the related costs we incur to develop and
mine our reserves. Changes in these assumptions could result in material adjustments to our
reserve estimates. We use reserve estimates in determining the units-of-production depreciation
and amortization expense, as well as in evaluating mine asset impairments.
We review and evaluate our long-lived assets for impairment when events or changes in
circumstances indicate that the related carrying amounts may not be recoverable. We utilize the
methodology set forth in Statement of Financial Accounting Standard (SFAS) No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, to evaluate the recoverability of its assets. An
impairment is considered to exist if total estimated future cash flows or probability-weighted cash
flows on an undiscounted basis is less than the carrying amount of the assets, including property,
plant and equipment, mineral property, development property, and any deferred costs. The
accounting estimates related to impairment are critical accounting estimates because the future
cash flows used to determine whether an impairment exists is dependent on reserve estimates and
other assumptions, including silver and gold prices, production levels, and capital and reclamation
costs, all of which are based on detailed engineering life-of-mine plans. An impairment loss
exists when estimated undiscounted cash flows expected to result from the use of the asset and its
eventual disposition are less than its carrying amount. Any impairment loss recognized represents
the excess of the assets carrying value as compared to its estimated fair value. The Company
reviews the carrying value of its assets whenever events or changes in circumstances indicate that
the carrying amount of its assets may not be fully recoverable. The Company did not record any
write-downs during the periods ended March 31, 2008 and 2007.
We depreciate our property, plant and equipment, mining properties and mine development using
the units-of-production method over the estimated life of the ore body based on our proven and
probable recoverable reserves or on a straight-line basis over the useful life, whichever is
shorter. The accounting estimates related to depreciation and amortization are critical accounting
estimates because 1) the determination of reserves involves uncertainties with respect to the
ultimate geology of our reserves and
the assumptions used in determining the economic feasibility of mining those reserves and 2)
changes in estimated proven and probable reserves and useful asset lives can have a material impact
on net income.
Ore on leach pad. The Rochester Mine utilizes the heap leach process to extract silver and
gold from ore. The heap leach process is a process of extracting silver and gold by placing ore on
an impermeable pad and applying a diluted cyanide solution that dissolves a portion of the
contained silver and gold, which are then recovered in metallurgical processes.
The key stages in the conversion of ore into silver and gold are (i) the blasting process in
which the ore is broken into large pieces; (ii) the processing of the ore through a crushing
facility that breaks it
41
into smaller pieces; (iii) the transportation of the crushed ore to the
leach pad where the leaching solution is applied; (iv) the collection of the leach solution; (v)
subjecting the leach solution to the precipitation process, in which gold and silver is converted
back to a fine solid; (vi) the conversion of the precipitate into dorè; and (vii) the conversion by
a third party refinery of the dorè into refined silver and gold bullion.
We use several integrated steps to scientifically measure the metal content of ore placed on
the leach pads during the key stages. As the ore body is drilled in preparation for the blasting
process, samples of the drill residue are assayed to determine estimated quantities of contained
metal. We estimate the quantity of ore by utilizing global positioning satellite survey
techniques. We then process the ore through a crushing facility where the output is again weighed
and sampled for assaying. A metallurgical reconciliation with the data collected from the mining
operation is completed with appropriate adjustments made to previous estimates. We then transport
the crushed ore to the leach pad for application of the leaching solution. As the leach solution
is collected from the leach pads, we continuously sample for assaying. We measure the quantity of
leach solution by flow meters throughout the leaching and precipitation process. After
precipitation, the product is converted to dorè, which is the final product produced by the mine.
We again sample and assay the dorè. Finally, a third party smelter converts the dorè into refined
silver and gold bullion. At this point we are able to determine final ounces of silver and gold
available for sale. We then review this end result and reconcile it to the estimates we had used
and developed throughout the production process. Based on this review, we adjust our estimation
procedures when appropriate.
Our reported inventories include metals estimated to be contained in the ore on leach pad of
$43.9 million as of March 31, 2008. Of this amount, $20.8 million is reported as a current asset
and $23.1 million is reported as a non-current asset. The distinction between current and
noncurrent is based upon the expected length of time necessary for the leaching process to remove
the metals from the broken ore. The historical cost of the metal that is expected to be extracted
within twelve months is classified as current and the historical cost of metals contained within
the broken ore that will be extracted beyond twelve months is classified as noncurrent. The ore on
leach pad inventory is stated at actual production costs incurred to produce and place ore on the
leach pad during the current period, adjusted for the effects on monthly production costs of
abnormal production levels.
The estimate of both the ultimate recovery expected over time, and the quantity of metal that
may be extracted relative to such twelve month period, requires the use of estimates which are
inherently inaccurate since they rely upon laboratory testwork. Testwork consists of 60 day leach
columns from which we project metal recoveries into the future. The quantities of metal contained
in the ore are based upon actual weights and assay analysis. The rate at which the leach process
extracts gold and silver from the crushed ore is based upon laboratory column tests and actual
experience occurring over approximately twenty years of leach pad operation at the Rochester Mine.
The assumptions we use to measure metal content during each stage of the inventory conversion
process includes estimated recovery rates based on laboratory testing and assaying. We
periodically review our estimates compared to actual experience and revise our estimates when
appropriate. However, the ultimate recovery will not be known until leaching operations cease,
which is currently estimated for 2011.
When we began operations at the Rochester mine in 1986, based solely on laboratory testing, we
estimated the ultimate recovery of silver and gold at 50% and 80%, respectively. Since 1986, we
have adjusted the expected ultimate recovery 3 times (once in each of 1989, 1997 and 2003) based
upon actual experience gained from leach operations. In 1989, we increased our estimated
recoveries for silver and gold to 55% and 85%, respectively. The change was accounted for
prospectively as a change in estimate, which had the effect of increasing the estimated recoverable
ounces of silver and gold contained in the heap by 1.6 million ounces and 10,000 ounces,
respectively. In 1997, we revised our estimated recoveries for silver and gold to 59% and 89%,
respectively, which increased the estimated recoverable ounces of silver and gold contained in the
heap by 4.7 million ounces and 39,000 ounces, respectively. Finally, in 2003, we revised our
estimated recoveries for silver and gold to 61.5% and 93%, respectively, which increased the
estimated recoverable ounces of silver and gold contained in the heap by 1.8 million ounces and
41,000 ounces, respectively.
42
If our estimate of ultimate recovery requires adjustment, the impact upon our inventory
valuation and upon our income statement would be as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Positive/Negative |
|
Positive/Negative |
|
|
Change in Silver Recovery |
|
Change in Gold Recovery |
|
|
1% |
|
2% |
|
3% |
|
1% |
|
2% |
|
3% |
Quantity of recoverable
ounces |
|
1.7 million |
|
|
3.5 million |
|
|
5.2 million |
|
|
|
13,240 |
|
|
|
26,480 |
|
|
|
39,720 |
|
Positive impact on
future cost of
production per silver
equivalent ounce for
increases in recovery
rates |
|
$ |
2.20 |
|
|
$ |
3.51 |
|
|
$ |
4.37 |
|
|
$ |
1.00 |
|
|
$ |
1.80 |
|
|
$ |
2.44 |
|
Negative impact on
future cost of
production per silver
equivalent ounce for
decreases in recovery
rates |
|
$ |
(4.48 |
) |
|
$ |
(6.27 |
) |
|
$ |
(6.27 |
) |
|
$ |
(1.31 |
) |
|
$ |
(3.08 |
) |
|
$ |
(5.61 |
) |
Inventories of ore on leach pads are valued based upon actual production costs incurred to
produce and place such ore on the leach pad during the current period, adjusted for the effects on
monthly production of costs of abnormal production levels, less costs allocated to minerals
recovered through the leach process. The costs consist of those production activities occurring at
the mine site and include the costs, including depreciation, associated with mining, crushing and
precipitation circuits. In addition, refining is provided by a third party refiner to place the
metal extracted from the leach pad in a saleable form. These additional costs are considered in
the valuation of inventory.
Reclamation and remediation costs. Reclamation and remediation costs are based principally on
legal and regulatory requirements. Management estimates costs associated with reclamation of
mining properties as well as remediation cost for inactive properties. Such costs related to
active mines are accrued and charged over the expected operating lives of the mines using the
units-of-production method.
The estimated undiscounted cash flows generated by our assets and the estimated liabilities
for reclamation and remediation are determined using the Companys assumptions about future costs,
mineral prices, mineral processing recovery rates, production levels and capital and reclamation
costs. Such assumptions are based on the Companys current mining plan and the best available
information for making such estimates. On an ongoing basis, management evaluates its estimates and
assumptions; however, actual amounts could differ from those based on such estimates and
assumptions.
Income taxes. In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty
in Income Taxes, (FIN 48) an Interpretation of FASB Statement No. 109, Accounting for Income
Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. FIN
48 requires that the Company recognize in its financial statements the impact of a tax
position, if that tax position is more likely than not of being sustained on audit, based on the
technical merits of the position. FIN 48 also provides guidance on derecognition, classification
of interest and penalties, accounting in interim periods and disclosure. The provisions of FIN 48
were effective January 1, 2007. The adoption of FIN 48 did not have a material effect on the
Companys financial position, results of operations or cash flows.
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax
of multiple state and foreign jurisdictions. The Company has substantially concluded all U.S.
federal income tax matters for years through 1999. Federal income tax returns for 2000 through
2006 are subject to examination. The Companys continuing practice is to recognize interest and/or
penalties related to income tax matters in income tax expense. There were no accrued interest or
penalties at March 31, 2008.
43
RESULTS OF OPERATIONS
Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
Revenues
Sales of metal from continuing operations in the first quarter of 2008 increased by $6.4
million, or 12.6%, from the first quarter of 2007 to $57.3 million. The increase in sales of metal
was primarily due to increased metal prices realized, which was offset by a decrease in the
quantity of silver and gold ounces sold. In the first quarter of 2008, the Company sold 2.4
million ounces of silver and 14,762 ounces of gold compared to 2.7 million ounces of silver and
24,632 ounces of gold for the same period in 2007. Realized silver and gold prices were $18.45 and
$965 per ounce, respectively, in the first quarter of 2008 compared to $13.74 and $645 in the
comparable quarter of 2007.
Included in revenues is the by-product revenue associated with by-product metal sales
consisting of gold. During the first quarter of 2008, by-product revenues totaled $13.9 million
compared to $15.8 million in the first quarter of 2007. The decrease is due to a decrease in the
quantity of gold sold in the first quarter of 2008. The Company believes, based on best estimates,
that presentation of these revenue streams as by-products from its current operations will continue
to be appropriate in the future.
In the first quarter of 2008, the Company produced a total of 2.4 million ounces of silver and
16,634 ounces of gold, compared to 2.6 million ounces of silver and 24,552 ounces of gold in the
first quarter of 2007. The decrease in silver and gold production is primarily due to decreased
production at the Rochester mine.
Costs and Expenses
Production costs applicable to sales from continuing operations in the first quarter of 2008
increased by $4.3 million, or 20.3%, from the first quarter of 2007 to $25.3 million. The
increase in production costs in the first quarter of 2008 is primarily due to higher costs per
ounce associated with the drawdown of Rochesters heap leach inventory which is recognized as
expense as ounces are recovered from the leaching process and sold. In addition, the increase in
production costs is attributed to higher costs of labor, fuel, power and other consumables.
Depreciation and depletion decreased by $1.4 million, or 19.3%, in the first quarter of 2008
compared to the prior years first quarter, primarily due to decreased depreciation and depletion
expense attributable to the Rochester mine due to cessation of mining and crushing activities in
August 2007.
Administrative and general expenses increased by $2.4 million in the first quarter of 2008
compared to the same period in 2007 primarily due to compensation costs associated with the
Companys annual incentive plan and increases in other corporate expenses.
Exploration expenses increased by $0.9 million to $3.7 million in the first quarter of 2008
compared to $2.9 million in the same period of 2007 as a result of increased exploration activity.
Pre-development expenses of $5.8 million were recorded as a result of pre-development
activity at the Palmarejo project during the first quarter of 2008. The Company plans to complete
its final feasibility study in the second quarter of 2008 and to then commence capitalizing its
mine development expenditures for the remainder of 2008. No pre-development expenses were recorded
in the first quarter of 2007.
During the first quarter of 2007, the Company accrued the final $0.5 million royalty to the
U.S. Government called for under the May 2001 settlement agreement relating to the federal natural
resources action commenced against the Company in March 1996. The final payment was made early in
the second quarter of 2007. No royalty payments were accrued or made during the first quarter of
2008.
44
Other Income and Expenses
Interest and other income in the first quarter of 2008 decreased by $3.2 million to $1.3
million compared with the first quarter of 2007. The decrease was primarily due to lower levels of
invested cash and short-term investments and lower interest rates earned on the Companys cash,
cash equivalents and short-term investments.
Interest expense increased to $0.8 million in the first quarter of 2008 compared to $0.1
million in the first quarter of 2007 due to increased short-term borrowings. Capitalized interest
was $0.8 million in the first quarter of 2008 compared to $0.6 million in the prior years first
quarter.
Income Taxes
For the three months ended March 31, 2008, the Company reported an income tax provision of
approximately $4.1 million compared to an income tax provision of $3.7 million in the first quarter
of 2007. The following table summarizes the components of the Companys income tax provision for
the three months ended March 31, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
Current: |
|
|
|
|
|
|
|
|
United States Alternative minimum tax |
|
$ |
|
|
|
$ |
(233 |
) |
United States Foreign withholding |
|
|
(177 |
) |
|
|
(383 |
) |
Argentina |
|
|
(2,093 |
) |
|
|
(1,598 |
) |
Australia |
|
|
(2,728 |
) |
|
|
(1,114 |
) |
Mexico |
|
|
(6 |
) |
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
United States |
|
|
474 |
|
|
|
|
|
Argentina |
|
|
309 |
|
|
|
175 |
|
Australia |
|
|
510 |
|
|
|
100 |
|
Chile |
|
|
(1,137 |
) |
|
|
(648 |
) |
Mexico |
|
|
772 |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision |
|
$ |
(4,076 |
) |
|
$ |
(3,701 |
) |
|
|
|
|
|
|
|
During the first quarter of 2008, due to higher metal prices, the Company recognized a current
provision in certain foreign operating jurisdictions. Further, the Company accrued foreign
withholding taxes of approximately $0.2 million on inter-company transactions between the U.S.
parent and
subsidiaries operating in Argentina and Australia. Finally, the Company recognized a net $0.9
million deferred tax benefit for the recognition of deferred taxes on deductible temporary
differences in the various foreign jurisdictions.
During the first quarter of 2007, due to higher metals prices and additional proven and
probable reserves, the Company recognized a current provision in the U.S. and certain foreign
operating jurisdictions. Further, the Company accrued foreign withholding taxes of approximately
$0.4 million on inter-company transactions between the U.S. parent and subsidiaries operating in
Argentina and Australia. Finally, the Company recognized a $0.6 million deferred tax provision in
Chile as projections of future pre-tax income were previously sufficient to utilize all remaining
net operating loss carry-forwards and a $0.3 million benefit in other foreign jurisdictions as a
result of recognition of deferred taxes on deductible temporary differences. During the first
quarter of 2007, the Company recorded $0.5 million in additional income tax provision resulting
from its assessment of prior period tax contingencies across its various tax jurisdictions.
45
LIQUIDITY AND CAPITAL RESOURCES
Working Capital; Cash and Cash Equivalents
The Companys working capital (defined as current assets less current liabilities) at March
31, 2008, increased by $148.1 million to approximately $300.5 million compared to $152.4 million
at December 31, 2007. The increase in working capital was primarily a result of the issuance on
March 18, 2008 of the Companys 31/4% Convertible Senior Notes due March 2028 in the aggregate
principal amount of $230 million. The ratio of current assets to current liabilities was 3.4 to 1
at March 31, 2008, compared to 2.4 to 1 at December 31, 2007.
Net cash used in operating activities in the three months ended March 31, 2008 was $7.6
million compared to net cash provided by operating activities of $22.7 million in the three months
ended March 31, 2007. The decrease of $30.3 million in cash flow from operations is primarily due
to changes in net income, inventories and receivables related to accrued metal sales and increases
in recoverable value added taxes in Bolivia in connection with the San Bartolomé project. Net cash
used in investing activities in the first quarter of 2008 was $104.3 million compared to net cash
used in investing activities of $14.7 million in the prior years comparable period. The increase
of $89.6 million in cash used in investing activities is primarily due to an increase in capital
expenditures related to the construction activities at the San Bartolomé, Palmarejo and Kensington
projects and purchases of short-term investments. Net cash provided by financing activities was
$219.5 million in the first quarter of 2008, compared to $0.7 million net cash used in the first
quarter of 2007. The increase was primarily due to cash proceeds from the issuance on March 18,
2008 of the Companys 3 1/4% Convertible Senior Notes due 2028 in the aggregate principal amount of
$230 million.
At March 31, 2008, the Company had $298.7 million of cash, cash equivalents and short-term
investments. Management believes that its existing and available cash and short-term investments
and cash flow from operations will allow it to meet its obligations for the next twelve months.
The Company estimates approximately $340 million will be spent in the remainder of 2008 on
capital expenditures at its operating mines and development-stage properties.
Capital Expenditures
During the first quarter of 2008, the Company
expended $64.5 million in capital expenditures
consisting of $36.5 million at San Bartolome, $15.3 million
at Palmarejo, $9.6 million at
Kensington, $1.8 million at the Martha mine and $1.2 million at the Cerro Bayo mine.
Debt and Capital Resources
3.25% Convertible Senior Notes Due 2028
On March 18, 2008, the Company issued $230 million in aggregate principal amount of
convertible senior notes due 2028 to be issued under an effective shelf registration statement on
file with the U.S. Securities and Exchange Commission.
The notes are unsecured and bear interest at a rate of 3 1/4% per year, payable on March 15
and September 15 of each year, beginning on September 15, 2008. The notes will mature on March 15,
2028, unless earlier converted, redeemed or repurchased by the Company.
Each holder of the notes may require that the Company repurchase some or all of the holders
notes on March 15, 2013, March 15, 2015, March 15, 2018 and March 15, 2023 at a repurchase price
equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid
interest, in cash, shares of common stock or a combination of cash and shares of common stock, at
the Companys election. Holders will also have the right, following certain fundamental change
transactions, to require the Company to repurchase all or any part of their notes for cash at a
repurchase price equal to 100% of the principal amount of the notes to be repurchased plus accrued
and unpaid interest. The Company may
46
redeem the notes for cash in whole or in part at any time on
or after March 22, 2015 at 100% of the principal amount of the notes to be redeemed plus accrued
and unpaid interest.
The notes provide for net share settlement of any conversions, which limits the number of
shares of common stock to be issued in the future. Pursuant to this feature, upon conversion of the
notes, the Company (1) will pay the note holder an amount in cash equal to the lesser of the
conversion obligation or the principal amount of the notes, and (2) will settle any excess of the
conversion obligation above the notes principal amount in the Companys common stock, cash or a
combination thereof, at the Companys election.
The notes will be convertible under certain circumstances, at the holders option, at an
initial conversion rate of 176.0254 shares of the Companys common stock per $1,000 principal
amount of notes, which is equivalent to an initial conversion price of approximately $5.68 per
share of common stock (representing a 30% conversion premium based on the closing price of $4.37
per share of the Companys common stock on March 12, 2008), subject to adjustment in certain
circumstances.
The Company intends to use the proceeds of this offering to complete the construction of the
San Bartolomé silver project in Bolivia and fund construction of the Palmarejo silver/gold project
in Mexico. Any additional remaining proceeds may be used to repay borrowings under the Companys
bridge loan facility and bank facility and for general corporate purposes.
Acquisitions of Bolnisi and Palmarejo
On December 21, 2007, the Company completed its acquisition of all the shares of Bolnisi Gold
NL and Palmarejo Gold and Silver Corporation in exchange for a total of approximately 272 million
shares of Coeur common stock, a total cash payment of approximately $1.1 million and the assumption
of liabilities of $0.7 billion. Coeur issued 0.682 shares of Coeur common stock (or, at the
election of the Bolnisi shareholder, CHESS Depositary Interests representing Coeur shares) and
A$0.004 in cash (or approximately US$1.0 million in the aggregate) for each Bolnisi ordinary share,
and 2.715 shares of Coeur common stock and C$0.004 in cash (or approximately US $0.1 million in the
aggregate) for each Palmarejo common share. The total consideration paid amounted to $1.1 billion
and the total liabilities assumed were $0.7 billion.
Palmarejo is engaged in the exploration and development of silver and gold properties located
in the State of Chihuahua in northern Mexico, and its principal silver and gold properties are
collectively
referred to as the Palmarejo project. The capital cost of the project, from the time the
Company acquired it on December 21, 2007 to the commencement of commercial production, is currently
estimated to be approximately $225 million. Based upon the original prefeasibility report, it is
expected that the project will commence commercial production in the first half of 2009 and is
expected to produce approximately 10.5 million ounces of silver and 115,000 ounces of gold annually
at an average cash cost per silver ounce of ($1.40), including gold by-product credits. The Company
is currently completing the final updated feasibility study, which is expected to be completed in
the second quarter of 2008. No assurances can be made that the project will achieve its schedule
and cost estimates discussed above.
Bridging Debt Facility
On October 22, 2007, Bolnisi entered into a $20 million credit facility with Macquarie Bank
Limited to fund further exploration and development of the Palmarejo silver/gold project, the
exploration and development of the Yecora gold/silver project and the El Realito gold/silver
project and for working capital purposes. The credit facility was extended to June 30, 2008, and
bears interest at a variable rate (LIBOR) plus a margin of 2.45%. As of March 31, 2008, the
Company had $20 million outstanding under the facility bearing an interest rate of 5.47% included
in current portion of long-term debt and capital lease obligations in the balance sheet.
The Company expects to pay the balance of $20 million in the second quarter of 2008.
47
Bank Loan
On August 30, 2007 (as amended on October 9, 2007), Palmarejo entered into a temporary credit
facility of $2.0 million secured by the Companys investments in Asset-Backed Commercial Paper, to
fund working capital requirements. The credit facility has been extended through May 31, 2008. As
of March 31, 2008, $2.0 million had been drawn on the facility, which bears interest at prime less
1.5%. The Company is required to reduce the amount of the outstanding credit facility with any
proceeds received from the sale of the Asset-Backed Commercial Paper. The Company expects to pay
the balance of $2.0 million in the second quarter of 2008.
Litigation and Other Events
Federal District Court of Alaska Permit Challenge
On September 12, 2005 three environmental groups (Plaintiffs) filed a lawsuit in Federal
District Court in Alaska against the U.S. Army Corps of Engineers (Corps of Engineers) and the
U.S. Forest Service (USFS) seeking to invalidate the permit issued to Coeur Alaska, Inc. for the
Companys Kensington mine. The Plaintiffs claim the Clean Water Act (CWA) Section 404 permit
issued by the Corps of Engineers authorizing the deposition of mine tailings into Lower Slate Lake
conflicts with the CWA. They additionally claim the USFSs approval of the Amended Plan of
Operations is arbitrary and capricious because it relies on the 404 permit issued by the Corps of
Engineers. Following the District Courts remand of the Section 404 permit to the Corps of
Engineers for further review, the Corps reinstated the Companys permit on March 29, 2006. The
lawsuit challenging the permit was re-opened on April 6, 2006; Coeur Alaska filed its answer to the
Amended Complaint; and Coeur Alaska, the State of Alaska, and Goldbelt, Inc., a local native
corporation, were granted Defendant-Intervenor status to join the agencies in their defense of the
permit.
On August 4, 2006, the Federal District Court in Alaska dismissed the Plaintiffs challenge
and upheld the Section 404 permit. On August 7, 2006 the Plaintiffs filed a Notice of Appeal of
the decision to the Ninth Circuit Court of Appeals (Ninth Circuit Court) and on August 9, 2006
the Plaintiffs additionally filed a Motion for Injunction Pending Appeal with the Ninth Circuit
Court. The Ninth
Circuit Court granted a temporary injunction pending appeal on August 24, 2006, enjoining
certain activities relating to the lake tailings facility.
On May 22, 2007 the Ninth Circuit Court reversed the District Courts August 4, 2006 decision
which had upheld the Companys 404 permit and issued its opinion that remanded the case to the
District Court with instructions to vacate the Companys 404 permit as well as the USFS Record of
Decision approving the general tailings disposal plan as well as the Goldbelt 404 permit to
construct the Cascade Point Marine Facility. On August 20, 2007, Coeur Alaska filed a Petition for
Rehearing En Banc with the Ninth Circuit Court, as did the State of Alaska and Goldbelt, Inc. The
Department of Justice, on behalf of the Corps of Engineers, and USFS additionally filed a limited
Petition for Rehearing with the Ninth Circuit panel seeking reconsideration of the mandate of the
May 22, 2007 panel decision. On October 29, 2007, the Ninth Circuit denied the Petitions for
Rehearing En Banc. On November 14, 2007 the Ninth Circuit granted a stay of the mandate pending
further appeal to the Supreme Court, subject to the development of a reclamation plan for the lake
area. The Company and the State of Alaska filed Petitions for Certiorari to the Supreme Court of
the United States on January 28, 2008.
The Company cannot predict the potential for obtaining further appeal or if it will prevail
upon appeal if one is granted. In the event that the Company does not prevail, the Company has
identified an alternate site for the tailings disposal facility which it believes can be permitted
and has submitted a modified plan of operations to the USFS. As a part of the modified plan of
operations, the Company entered into a Memorandum of Understanding in April 2008 with Goldbelt
Incorporated, an Alaska Native corporation, focusing on development of an alternative
transportation plan that would transport
48
mine workers from Juneau to Yankee Cove, and then by boat
from Yankee Cove to the Kensington mine site.
The Kensington litigation has contributed to an increase in capital costs. The Company has
expended approximately $275.6 million (excluding capitalized
interest) as of March 31, 2008. The Company expects the cash cost of
production to be approximately $310 per ounce of gold in the initial years of operation. Total
expenditures by the Company at the Kensington property in the three months ended March 31, 2008
were $9.7 million. Such expenditures were used to continue the permitting and development
activities. The Company plans to spend approximately $25.2 million on the project during 2008.
Based upon the Companys current estimates, an impairment writedown could be necessary should the
expectation of the long-term price for gold decrease below approximately $606 per ounce. As of
March 31, 2008, the carrying value of the Kensington projects long-lived assets was $307.1
million.
The Company believes that commercial production could commence in 2009, subject to successful
resolution of the permitting and litigation issues described above and completion of associated
construction of the tailings facility. No assurances can be made that the project will achieve its
schedule and cost estimates as discussed above. Further, no assurance can be given as to whether or
when regulatory permits and approvals granted to the Company may be further challenged, appealed or
contested by third parties or issuing agencies, or as to whether the Company will place the
Kensington project into commercial production.
States of Maine, Idaho And Colorado Superfund Sites Related to Callahan Mining Corporation
During 2001, the United States Forest Service (USFS) made a formal request for information
regarding the Deadwood Mine Site located in central Idaho. Callahan Mining Corporation had
operated at this site during the 1940s. The USFS believes that some cleanup action is required at
the location. However, Coeur dAlene Mines Corporation did not acquire Callahan until 1991, more
than 40 years after Callahan disposed of its interest in the Deadwood property. The Company did
not make any decisions with respect to generation, transport or disposal of hazardous waste at the
site. Therefore, it is believed that the Company is not liable for any cleanup, and if Callahan
might be liable, it has no
substantial assets with which to satisfy any such liability. To date no claim has been made
by the United States for any cleanup costs against either the Company or Callahan.
During 2002, the EPA made a formal request for information regarding a Callahan mine site in
the State of Maine. Callahan operated there in the late 1960s, shut the operations down in the
early 1970s and disposed of the property. The EPA contends that some cleanup action is warranted
at the site, and listed it on the National Priorities List in late 2002. The Company believes that
because it made no decisions with respect to generation, transport or disposal of hazardous waste
at this location, it is not liable for any cleanup costs. If Callahan might have liability, it has
no substantial assets with which to satisfy such liability. To date, no claim has been made for
any cleanup costs against either the Company or Callahan.
In January 2003, the USFS made a formal request for information regarding a Callahan mine site
in the State of Colorado known as the Akron Mine Site. Callahan operated there in approximately the
late 1930s through the 1940s, and to the Companys knowledge, disposed of the property. The Company
is not aware of what, if any, cleanup action the Forest Service is contemplating. However, the
Company did not make decisions with respect to generation, transport or disposal of hazardous waste
at this location, and therefore believes it is not liable for any cleanup costs. If Callahan might
have liability, it has no substantial assets with which to satisfy such liability. To date, no
claim has been made for any cleanup costs against either the Company or Callahan.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
The Company is exposed to various market risks as a part of its operations. In an effort to
mitigate losses associated with these risks, the Company may, at times, enter into derivative
financial
49
instruments. These may take the form of forward sales contracts, foreign currency
exchange contracts and interest rate swaps. The Company does not actively engage in the practice of
trading derivative securities for profit. This discussion of the Companys market risk assessments
contains forward looking statements that contain risks and uncertainties. Actual results and
actions could differ materially from those discussed below.
The Companys operating results are substantially dependent upon the world market prices of
silver and gold. The Company has no control over silver and gold prices, which can fluctuate widely
and are affected by numerous factors, such as supply and demand and investor sentiment. In order to
mitigate some of the risk associated with these fluctuations, the Company will at times, enter into
forward sale contracts. The Company continually evaluates the potential benefits of engaging in
these strategies based on current market conditions. The Company may be exposed to nonperformance
by counterparties as a result of its hedging activities. This exposure would be limited to the
amount that the market price of the metal falls short of the contract price. The Company has
historically sold silver and gold produced by our mines pursuant to forward contracts and at spot
prices prevailing at the time of sale. Since 1999, the Company has not engaged in any silver
hedging activities and is currently not engaged in any gold hedging activities.
The Company enters into concentrate sales contracts with third-party smelters. The contracts,
in general, provide for a provisional payment based upon provisional assays and quoted metal prices
and the provisionally priced sales contain an embedded derivative that is required to be separated
from the host contract for accounting purposes. The host contract is the receivable from the sale
of concentrates at the forward price at the time of sale. The embedded derivative, which is the
final settlement price based on a future price, does not qualify for hedge accounting. These
embedded derivatives are recorded as derivative assets (in Prepaid expenses and other), or
derivative liabilities (in Accrued liabilities and other), on the balance sheet and are adjusted to
fair value through earnings each period until the date of final settlement.
At March 31, 2008, the Company had outstanding provisionally priced sales of $61.0 million,
consisting of 2.7 million ounces of silver and 18,800 ounces of gold, which had a fair value of
approximately $64.7 million including the embedded derivative. For each one cent per ounce change
in realized silver price, revenue would vary (plus or minus) approximately $27,000; and for each
one dollar per ounce change in realized gold price, revenue would vary (plus or minus)
approximately $18,800.
The Company operates in several foreign countries, specifically Bolivia, Chile, Argentina and
Mexico, which exposes it to risks associated with fluctuations in the exchange rates of the
currencies involved. As part of its program to manage foreign currency risk, from time to time, the
Company enters into foreign currency forward exchange contracts. These contracts enable the Company
to purchase a fixed amount of foreign currencies. Gains and losses on foreign exchange contracts
that are related to firm commitments are designated and effective as hedges and are deferred and
recognized in the same period as the related transaction. All other contracts that do not qualify
as hedges are marked to market and the resulting gains or losses are recorded in income. The
Company continually evaluates the potential benefits of entering into these contracts to mitigate
foreign currency risk and proceeds when it believes that the exchange rates are most beneficial.
The Company entered into forward foreign currency exchange contracts to reduce the foreign exchange
risk associated with forecasted Chilean peso operating costs for 2008 at its Cerro Bayo mine. The
contracts require the Company to exchange U.S. dollars for Chilean pesos at a weighted average
exchange rate of 503 pesos to each U.S. dollar. At March 31, 2008, the Company had foreign
exchange contracts of $6.8 million in U.S. dollars. For the three months ended March 31, 2008, the
Company recorded a realized loss of approximately $0.2 million in connection with its foreign
currency hedging program. As of March 31, 2008, the fair value of the foreign exchange contracts
was an asset of $0.7 million.
All of the Companys long-term debt at March 31, 2008, is fixed-rate based. The fair value of
the Companys long-term debt at March 31, 2008 was $159.3 million and $222.3 million related to its
1 1/4%
50
and 3 1/4% Senior Convertible Notes, respectively. The fair value was estimated based upon bond
market closing prices on or near March 31, 2008.
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
The Companys disclosure controls and procedures are designed to provide reasonable assurance
that information required to be disclosed by it in its periodic reports filed with the Securities
and Exchange Commission is recorded, processed, summarized and reported, within the time periods
specified in the Commissions rules and forms. Based on an evaluation of the Companys disclosure
controls and procedures conducted by the Companys Chief Executive Officer and Chief Financial
Officer, such officers concluded at March 31, 2008, that the Companys disclosure controls and
procedures were effective at a reasonable level.
(b) Changes in Internal Control Over Financial Reporting
Based on an evaluation by the Companys Chief Executive Officer and Chief Financial Officer,
such officers concluded that there was no change in the Companys internal control over financial
reporting during the quarter ending March 31, 2008 that has materially affected, or is reasonably
likely to materially affect, the Companys internal control over financial reporting.
PART II. Other Information
Item 1A. Risk Factors
Item 1A (Risk Factors) of the Companys Annual Report on Form 10-K for the year ended
December 31, 2007 sets forth information relating to important risks and uncertainties that could
materially adversely affect the Companys business, financial condition or operating results.
Those risk factors continue to be relevant to an understanding of the Companys business, financial
condition and operating results. Certain of those risk factors have been updated in this Form 10-Q
to provide updated information, as set forth below. References to we, our and us in these
risk factors refer to the Company.
The market prices of silver and gold are volatile. If we experience low silver and gold prices it
may result in decreased revenues and decreased net income or losses, and may negatively affect our
business.
Silver and gold are commodities. Their prices fluctuate, and are affected by many factors
beyond our control, including interest rates, expectations regarding inflation, speculation,
currency values, governmental decisions regarding the disposal of precious metals stockpiles,
global and regional demand and production, political and economic conditions and other factors.
Because we currently derive approximately 76% of our revenues from continuing operations from sales
of silver, our earnings are primarily related to the price of this metal.
The market prices of silver (Handy & Harman) and gold (London Final) on May 7, 2008 were
$16.57 and $868 per ounce, respectively. The prices of silver and gold may decline in the future.
Factors that are generally understood to contribute to a decline in the price of silver include
sales by private and government holders, and a general global economic slowdown.
Coeur may also suffer from declines in mineral prices. Since 1999, Coeur has not engaged in
any silver hedging activities and is currently not engaged in any gold hedging activities.
Accordingly, Coeur has no protection from declines in mineral prices or currency fluctuations.
If the prices of silver and gold are depressed for a sustained period and our net losses
resume, we may be forced to suspend mining at one or more of our properties until the prices
increase, and to record
51
additional asset impairment write-downs. Any lost revenues, continued or
increased net losses or additional asset impairment write-downs would adversely affect our results
of operations.
We may have to record write-downs, which could negatively impact our results of operations.
Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets (SFAS 144) established accounting standards for impairment of the value of
long-lived assets such as mining properties. SFAS 144 requires a company to review the
recoverability of the cost of its assets by estimating the future undiscounted cash flows expected
to result from the use and eventual disposition of the asset. Impairment, measured by comparing an
assets carrying value to its fair value, must be recognized when the carrying value of the asset
exceeds these cash flows, and recognizing impairment write-downs could negatively impact our
results of operations.
If silver or gold prices decline or we fail to control production costs or realize the minable
ore reserves at our mining properties, we may be required to recognize asset write-downs. We also
may record other types of additional mining property charges in the future to the extent a property
is sold by us for a price less than the carrying value of the property, or if reclamation
liabilities have to be increased in connection with the closure and reclamation of a property.
Additional write-downs of mining properties could negatively impact our results of operations.
The Kensington property has been the subject of litigation involving a permit required to
complete construction of a required tailings facility. On September 12, 2005 three environmental
groups (Plaintiffs) filed a lawsuit in Federal District Court in Alaska against the U.S. Army
Corps of Engineers (Corps of Engineers) and the U.S. Forest Service (USFS) seeking to
invalidate the permit issued to Coeur Alaska, Inc. for the Companys Kensington mine. The
Plaintiffs claim the Clean Water Act (CWA) Section 404 permit issued by the Corps of Engineers
authorizing the deposition of mine tailings into Lower Slate Lake conflicts with the CWA. They
additionally claim the USFSs approval of
the Amended Plan of Operations is arbitrary and capricious because it relies on the 404 permit
issued by the Corps of Engineers. Following the District Courts remand of the Section 404 permit
to the Corps of Engineers for further review, the Corps reinstated the Companys permit on
March 29, 2006. The lawsuit challenging the permit was re-opened on April 6, 2006; Coeur Alaska
filed its answer to the Amended Complaint; and Coeur Alaska, the State of Alaska, and Goldbelt,
Inc., a local native corporation, were granted Defendant-Intervenor status to join the agencies in
their defense of the permit.
On August 4, 2006, the Federal District Court in Alaska dismissed the Plaintiffs challenge
and upheld the Section 404 permit. On August 7, 2006 the Plaintiffs filed a Notice of Appeal of
the decision to the Ninth Circuit Court of Appeals (Ninth Circuit Court) and on August 9, 2006
the Plaintiffs additionally filed a Motion for Injunction Pending Appeal with the Ninth Circuit
Court. The Ninth Circuit Court granted a temporary injunction pending appeal on August 24, 2006,
enjoining certain activities relating to the lake tailings facility.
On May 22, 2007 the Ninth Circuit Court reversed the District Courts August 4, 2006 decision
which had upheld the Companys 404 permit and issued its opinion that remanded the case to the
District Court with instructions to vacate the Companys 404 permit as well as the USFS Record of
Decision approving the general tailings disposal plan as well as the Goldbelt 404 permit to
construct the Cascade Point Marine Facility. On August 20, 2007, Coeur Alaska filed a Petition for
Rehearing En Banc with the Ninth Circuit Court, as did the State of Alaska and Goldbelt, Inc. The
Department of Justice, on behalf of the Corps of Engineers, and USFS additionally filed a limited
Petition for Rehearing with the Ninth Circuit panel seeking reconsideration of the mandate of the
May 22, 2007 panel decision. On October 29, 2007, the Ninth Circuit denied the Petitions for
Rehearing En Banc. On November 14, 2007 the Ninth Circuit granted a stay of the mandate pending
further appeal to the Supreme Court, subject to the development of a reclamation plan for the lake
area. The Company and the State of Alaska filed Petitions for Certiorari to the Supreme Court of
the United States on January 28, 2008.
52
The Company cannot predict the potential for obtaining further appeal or if it will prevail
upon appeal if one is granted. In the event that the Company does not prevail, the Company has
identified an alternate site for the tailings disposal facility which it believes can be permitted
and has submitted a modified plan of operations to the USFS. As a part of the modified plan of
operations, the Company entered into a Memorandum of Understanding in April 2008 with Goldbelt
Incorporated, an Alaska Native corporation, focusing on development of an alternative
transportation plan that would transport mine workers from Juneau to Yankee Cove, and then by boat
from Yankee Cove to the Kensington mine site.
The Kensington litigation has contributed to an increase in capital costs. The Company has
expended approximately $275.6 million (excluding capitalized
interest) as of March 31, 2008. The Company expects the cash cost of
production to be approximately $310 per ounce of gold in the initial years of operation. Based
upon the Companys current estimates, an impairment writedown could be necessary should the
expectation of the long-term price for gold decrease below approximately $606 per ounce. As of
March 31, 2008, the carrying value of the Kensington projects long-lived assets was $307.1
million.
No assurances can be made that the project will achieve its schedule and cost estimates as
discussed above. Further, no assurance can be given as to whether or when regulatory permits and
approvals granted to the Company may be further challenged, appealed or contested by third parties
or issuing agencies, or as to whether the Company will place the Kensington project into commercial
production.
Additionally, the value allocated to Kensingtons long-lived assets will be subject to
assessments of recoverability under SFAS 144 and these assessments could result in writedowns of
carrying values in future periods.
The Palmarejo project involves significant risks associated with development and commencement of
commercial production.
There can be no assurance that significant losses will not occur at the Palmarejo project in
the near future or that the Palmarejo project will be profitable in the future. Coeurs operating
expenses and capital expenditures may increase in subsequent years as needed consultants, personnel
and equipment associated with advancing exploration, development and commercial production of the
Palmarejo project and any other properties Coeur may acquire are added. The amounts and timing of
expenditures will depend on the progress of ongoing exploration and development and the results of
consultants analyses and recommendations, which are beyond Coeurs control. While Coeur expects
production at the Palmarejo project to commence in 2009, there can be no assurance that this
timetable will be met. The development of the Palmarejo project and any other properties Coeur may
acquire will require the commitment of substantial resources to conduct the time-consuming
exploration and development of properties. There can be no assurance that Coeur will generate any
revenues or achieve profitability at the Palmarejo project and any other properties Coeur may
acquire.
The estimation of ore reserves is imprecise and depends upon subjective factors. Estimated ore
reserves may not be realized in actual production. Our operating results may be negatively affected
by inaccurate estimates.
The ore reserve figures presented in our public filings are estimates made by our technical
personnel. Reserve estimates are a function of geological and engineering analyses that require us
to make assumptions about production costs and silver and gold market prices. Reserve estimation is
an imprecise and subjective process and the accuracy of such estimates is a function of the quality
of available data and of engineering and geological interpretation, judgment and experience.
Assumptions about silver and gold market prices are subject to great uncertainty as those prices
have fluctuated widely in the past. Declines in the market prices of silver or gold may render
reserves containing relatively lower grades of ore uneconomic to exploit, and we may be required to
reduce reserve estimates, discontinue development or
53
mining at one or more of our properties, or
write down assets as impaired. Should we encounter mineralization or geologic formations at any of
our mines or projects different from those we predicted, we may adjust our reserve estimates and
alter our mining plans. Either of these alternatives may adversely affect our actual production and
operating results.
We based our ore reserve determinations as of December 31, 2007 on a long-term silver price
average of $11 per ounce, with the exception of the Endeavor mine which uses $15 per ounce and the
Broken Hill mine which uses $13.50 per ounce of silver, and a long-term gold price average of $600
per ounce for all properties with the exception of the Kensington property which used a gold price
of $550 per ounce. On May 7, 2008 silver and gold prices were $16.57 per ounce and $868 per ounce,
respectively.
The estimation of the ultimate recovery of metals contained within the Rochester heap leach pad
inventory is inherently inaccurate and subjective and requires the use of estimation techniques.
Actual recoveries can be expected to vary from estimations.
The Rochester mine utilizes the heap leach process to extract silver and gold from ore. The
heap leach process is a process of extracting silver and gold by placing ore on an impermeable pad
and applying a diluted cyanide solution that dissolves a portion of the contained silver and gold,
which are then recovered in metallurgical processes.
The key stages in the conversion of ore into silver and gold are (i) the blasting process in
which the ore is broken into large pieces; (ii) the processing of the ore through a crushing
facility that breaks it into smaller pieces; (iii) the transportation of the crushed ore to the
leach pad where the leaching solution is applied; (iv) the collection of the leach solution; (v)
subjecting the leach solution to the precipitation process, in which gold and silver is converted
back to a fine solid; (vi) the conversion of the precipitate
into doré; and (vii) the conversion by a third party refinery of the doré into refined silver
and gold bullion.
We use several integrated steps to scientifically measure the metal content of ore placed on
the leach pads during the key stages. As the ore body is drilled in preparation for the blasting
process, samples of the drill residue are assayed to determine estimated quantities of contained
metal. We estimate the quantity of ore by utilizing global positioning satellite survey techniques.
We then process the ore through a crushing facility where the output is again weighed and sampled
for assaying. A metallurgical reconciliation with the data collected from the mining operation is
completed with appropriate adjustments made to previous estimates. We then transport the crushed
ore to the leach pad for application of the leaching solution. As the leach solution is collected
from the leach pads, we continuously sample for assaying. We measure the quantity of leach solution
with flow meters throughout the leaching and precipitation process. After precipitation, the
product is converted to doré, which is the final product produced by the mine. We again weigh,
sample and assay the doré. Finally, a third party smelter converts the doré and determines final
ounces of silver and gold available for sale. We then review this end result and reconcile it to
the estimates we developed and used throughout the production process. Based on this review, we
adjust our estimation procedures when appropriate.
Our reported inventories include metals estimated to be contained in the ore on leach pad of
$43.9 million as of March 31, 2008. Of this amount, $20.8 million is reported as a current asset
and $23.1 million is reported as a noncurrent asset. The distinction between current and noncurrent
is based upon the expected length of time necessary for the leaching process to remove the metals
from the crushed ore. The historical cost of the metal that is expected to be extracted within
twelve months is classified as current and the historical cost of metals contained within the
crushed ore that will be extracted beyond twelve months is classified as noncurrent. The ore on
leach pad inventory is stated at actual production costs incurred to produce and place ore on the
leach pad during the current period, adjusted for the effects on monthly production costs of
abnormal production levels.
The estimate of both the ultimate recovery expected over time, and the quantity of metal that
may be extracted relative to such twelve month period, requires the use of estimates which are
inherently
54
inaccurate since they rely upon laboratory test work. Test work consists of 60 day leach
columns from which we project metal recoveries into the future. The quantities of metal contained
in the ore are based upon actual weights and assay analysis. The rate at which the leach process
extracts gold and silver from the crushed ore is based upon laboratory column tests and actual
experience occurring over approximately nineteen years of leach pad operation at the Rochester
mine. The assumptions we use to measure metal content during each stage of the inventory conversion
process includes estimated recovery rates based on laboratory testing and assaying. We periodically
review our estimates compared to actual experience and revise our estimates when appropriate. The
length of time necessary to achieve our currently estimated ultimate recoveries of between 59% and
61.5% for silver, depending on the area being leached, and 93% for gold is estimated to be between
5 and 10 years. In August 2007, the Company terminated mining and crushing operations as ore
reserves were fully mined. Residual heap leach activities are expected to continue through 2011.
When we began leach operations in 1986, based solely on laboratory testing, we estimated the
ultimate recovery of silver and gold at 50% and 80%, respectively. Since 1986, we have adjusted the
expected ultimate recovery three times (once in each of 1989, 1997 and 2003) based upon actual
experience gained from leach operations. In 2003, we increased our estimated recoveries for silver
and gold, respectively, to between 59% and 61.5% for silver, depending on the area being leached,
and 93% for gold. The leach cycle at the Rochester Mine requires leaching to approximately the year
2011 for all recoverable metal to be recovered.
55
If our estimate of ultimate recovery requires adjustment, the impact upon our inventory
valuation and upon our income statement would be as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Positive/Negative |
|
Positive/Negative |
|
|
Change in Silver Recovery |
|
Change in Gold Recovery |
|
|
1% |
|
2% |
|
3% |
|
1% |
|
2% |
|
3% |
Quantity of recoverable
ounces |
|
1.7 million |
|
|
3.5 million |
|
|
5.2 million |
|
|
|
13,240 |
|
|
|
26,480 |
|
|
|
39,720 |
|
Positive impact on
future cost of
production per silver
equivalent ounce for
increases in recovery
rates |
|
$ |
2.20 |
|
|
$ |
3.51 |
|
|
$ |
4.37 |
|
|
$ |
1.00 |
|
|
$ |
1.80 |
|
|
$ |
2.44 |
|
Negative impact on
future cost of
production per silver
equivalent ounce for
decreases in recovery
rates |
|
$ |
(4.48 |
) |
|
$ |
(6.27 |
) |
|
$ |
(6.27 |
) |
|
$ |
(1.31 |
) |
|
$ |
(3.08 |
) |
|
$ |
(5.61 |
) |
Inventories of ore on leach pads are valued based upon actual production costs incurred to
produce and place such ore on the leach pad during the current period, adjusted for the effects on
monthly production costs of abnormal production levels, less costs allocated to minerals recovered
through the leach process. The costs consist of those production activities occurring at the mine
site and include the costs, including depreciation, associated with mining, crushing and
precipitation circuits. In addition, refining is provided by a third party refiner to place the
metal extracted from the leach pad in a saleable form. These additional costs are considered in the
valuation of inventory. Negative changes in our inventory valuations and correspondingly on our
income statement would have an adverse impact on our results of operations, financial position and
cash flows.
Mineral exploration and development inherently involves significant and irreducible financial
risks. Coeur may suffer from the failure to find and develop profitable mines.
The exploration for and development of mineral deposits involves significant financial risks,
which even a combination of careful evaluation, experience and knowledge may not eliminate.
Unprofitable efforts may result from the failure to discover mineral deposits. Even if mineral
deposits are found, such deposits may be insufficient in quantity and quality to return a profit
from production, or it may take a number of years until production is possible, during which time
the economic viability of the project may change. Few properties which are explored are ultimately
developed into producing mines. Mining companies rely on consultants and others for exploration,
development, construction and operating expertise.
Substantial expenditures are required to establish ore reserves, extract metals from ores and,
in the case of new properties, to construct mining and processing facilities. The economic
feasibility of any development project is based upon, among other things, estimates of the size and
grade of ore reserves, proximity to infrastructures and other resources (such as water and power),
metallurgical recoveries, production rates and capital and operating costs of such development
projects, and metals prices. Development projects are also subject to the completion of favorable
feasibility studies, issuance and maintenance of necessary permits and receipt of adequate
financing.
Once a mineral deposit is developed, whether it will be commercially viable depends on a
number of factors, including: the particular attributes of the deposit, such as size, grade and
proximity to infrastructure; government regulations including taxes, royalties and land tenure;
land use, importing and exporting of minerals and environmental protection; and mineral prices.
Factors that affect adequacy of infrastructure include: reliability of roads, bridges, power
sources and water supply; unusual or infrequent weather phenomena; sabotage; and government or
other interference in the maintenance or provision of such infrastructure. All of these factors
are highly cyclical. The exact effect of these factors
cannot be accurately predicted, but the combination may result in not receiving an adequate
return on invested capital.
56
Significant construction and other risks are associated with our development projects that could result in delays
and/or higher than anticipated costs in connection with the completion of construction and commencement of mining
operations there.
Our ability to estimate the time and costs associated with the completion of construction of mining and processing facilities
at our development properties, such as San Bartolomé, Kensington and Palmarejo, is subject to the inherent uncertainties
associated with construction, commissioning and start-up activities of such facilities and commencement of operations.
Our business depends on good relations with our employees.
The Company could experience labor disputes, work stoppages or other disruptions in production
that could adversely affect us. As of March 31, 2008, unions represented approximately 37.8% of
our worldwide workforce. On that date, the Company had 277 employees at its Cerro Bayo mine and 120
employees at its Martha mine who were working under a collective bargaining agreement. The
agreement covering the Cerro Bayo mine expires on December 21, 2010 and a collective bargaining
agreement covering the Martha mine expires on June 1, 2008. Additionally, the Company had 34
employees at its San Bartolomé project working under a labor agreement which does not have a fixed
term.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum number |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(or approximate |
|
|
|
|
|
|
|
|
|
|
Total number of |
|
dollar value) of |
|
|
|
|
|
|
|
|
|
|
shares (or units) |
|
shares (or units) |
|
|
|
|
|
|
|
|
|
|
purchased as |
|
that may yet be |
|
|
Total number of |
|
Average price |
|
part of publicly |
|
purchased under |
|
|
shares (or units) |
|
paid per share |
|
announced plans |
|
the plans or |
Period |
|
purchased(1) |
|
(or unit) |
|
or programs |
|
programs |
|
1/1/08 - 1/31/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/1/08 - 2/29/08 |
|
|
40,395 |
|
|
$ |
4.82 |
|
|
|
|
|
|
|
|
|
|
3/1/08 - 3/31/08 |
|
|
43,721 |
|
|
$ |
4.05 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
84,116 |
|
|
$ |
4.42 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents shares withheld from employees to pay taxes related to the vesting of
restricted shares. |
Item 6. Exhibits
Exhibits.
|
4.1 |
|
Indenture, dated March 18, 2008, by and among the Registrant and The
Bank of New York, as trustee (Incorporated herein by reference to Exhibit
4.1 to the Registrants Form 8-K filed on March 20, 2008). |
|
|
4.2 |
|
First Supplemental Indenture, dated March 18, 2008, by
and among the Registrant and The Bank of New York, as trustee (Incorporated
herein by reference to Exhibit 4.2 to the Registrants Form 8-K filed on
March 20, 2008). |
|
|
10.1 |
|
Third Amendment to Employment Agreement, dated March 7, 2008, between
the Registrant and Mitchell J. Krebs (Incorporated herein by reference to
Exhibit 10 to the Registrants Form 8-K filed on March 10, 2008) |
|
|
31.1 |
|
Certification of the CEO |
|
|
31.2 |
|
Certification of the CFO |
|
|
32.1 |
|
Certification of the CEO (18 U.S.C. Section 1350) |
|
|
32.2 |
|
Certification of the CFO (18 U.S.C. Section 1350) |
57
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 DALENE MINES CORPORATION
(Registrant)
|
|
|
|
|
|
|
|
Dated May 12, 2008 |
|
/s/ Dennis E. Wheeler
|
|
|
|
DENNIS E. WHEELER |
|
|
|
Chairman, President and
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
Dated May 12, 2008 |
|
/s/ Mitchell J. Krebs
|
|
|
|
MITCHELL J. KREBS |
|
|
|
Senior Vice President and
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
Dated May 12, 2008 |
|
/s/ Tom T. Angelos
|
|
|
|
TOM T. ANGELOS |
|
|
|
Senior Vice President and
Chief Accounting Officer |
|
58