In November 2023, the FASb issued ASU 2023-07, 基本报表(主题280):改进可报告分部披露,旨在通过加强对重要分部费用披露的披露要求来改进可报告分部披露。指南于2023年12月15日后开始的财政年度生效,并于2024年12月15日后开始的财政年度内的中期时间生效。允许提前采纳。应追溯性地应用该指南至基本报表中呈现的所有先前期间。过渡后,在先前期间披露的分部费用类别和金额应基于在采用期间确定并披露的重要分部费用类别。我们目前正在评估采用此新指南对可报告分部披露的潜在影响,但预计不会影响我们的简明合并财务报表或披露。
•罗切斯特保持在年底实现吞吐量和产量指导目标 – The recently expanded Rochester silver and gold operation placed approximately 710万 tons under leach during the quarter leading to production of 120万 ounces of silver and 9,690 ounces of gold, representing quarter-over-quarter increases of 19% and 21%, respectively. The Company has reaffirmed full-year Rochester production guidance ranges and expects approximately 700 - 800万 tons to be placed under leach in the fourth quarter
•Announced acquisition of SilverCrest to create leading global silver company – On October 4, 2024, Coeur announced an agreement to acquire SilverCrest Metals Inc. (“SilverCrest”) in an all-stock transaction with an implied value of approximately $17亿 as of the announcement date. The acquisition is anticipated to close in the first quarter of 2025 and is expected to materially enhance the Company’s cost and cash flow profile and immediately accelerate the Company’s balance sheet de-leveraging initiative
Nine Months Ended September 30, 2024 compared to Nine Months Ended September 30, 2023
Revenue
We sold 255,261 gold ounces and 8.2 million silver ounces, compared to 215,971 gold ounces and 7.1 million silver ounces. Revenue increased by $189.4 million, or 34%, as a result of an 18% and 15% increase in gold and silver ounces sold, respectively, and a 16% and 11% increase in average realized gold and silver prices, respectively. The Company benefited from the higher gold and silver spot prices that were partially offset by realized losses from gold and silver hedges in the first half of 2024 compared to realized gains in the prior year. The Company’s hedge program was concluded as of June 30, 2024. The increase in gold and silver ounces sold was primarily due to higher gold and silver grades and higher recoveries at Palmarejo, higher mill throughput and grades at Kensington and higher tons placed, grade and timing of recoveries at Wharf. Additionally, Rochester produced higher gold and silver ounces following the successful commissioning and ramp-up of the new three stage crusher at Rochester in 2024 and increased production from the new leach pad. Gold and silver represented 71% and 29% of 2024 sales revenue, respectively, compared to 69% and 31% of 2023 sales revenue, respectively.
The following table summarizes consolidated metal sales:
Nine Months Ended September 30,
Increase (Decrease)
Percentage Change
In thousands
2024
2023
Gold sales
$
529,626
$
387,959
$
141,667
37
%
Silver sales
218,936
171,157
47,779
28
%
Metal sales
$
748,562
$
559,116
$
189,446
34
%
Costs Applicable to Sales
Costs applicable to sales increased $6.9 million, or 2%, primarily due to higher gold and silver ounces sold, partially offset by the favorable impact of the increase in estimated recoverable ounces on the legacy leach pad and lower adjustments for lower of cost or market (“LCM”) at Rochester. For a complete discussion of costs applicable to sales, see Results of Operations below.
Amortization
Amortization increased $23.3 million, or 36%, primarily due to higher gold and silver ounces sold and the commencement of production of the new leach pad in mid-September 2023 and the three-stage crushing circuit in March 2024 at Rochester, partially offset by lower LCM adjustments at Rochester.
Expenses
General and administrative expenses increased $5.2 million, or 17%, primarily due to higher employee incentive, outside service and legal costs.
Exploration expense increased $22.9 million, or 115%, as a result of planned drilling activity at Palmarejo, Kensington, Wharf and Silvertip.
Pre-development, reclamation, and other expenses increased $5.5 million, or 18%, stemming from the Kensington royalty settlement of $6.8 million and higher losses on the sale of assets, partially offset by lower ongoing carrying costs at Silvertip.
The following table summarizes pre-development, reclamation, and other expenses:
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Nine Months Ended September 30,
Increase (Decrease)
Percentage Change
In thousands
2024
2023
Silvertip ongoing carrying costs
$
6,091
$
13,569
$
(7,478)
(55)
%
Loss on sale of assets
4,352
331
4,021
1,215
%
Asset retirement accretion
12,463
12,219
244
2
%
Kensington royalty settlement
6,750
—
6,750
100
%
Transaction costs
976
—
976
100
%
Other
4,769
3,830
939
25
%
Pre-development, reclamation and other expense
$
35,401
$
29,949
$
5,452
18
%
Other Income and Expenses
During the nine months ended September 30, 2024, the Company recognized a $0.4 million gain in connection with the exchange of $5.9 million in aggregate principal amount plus accrued interest of 2029 Senior Notes for 1.8 million shares of common stock compared to $3.7 million recognized during the nine months ended September 30, 2023.
The Company did not have fair value adjustments, net, in the first nine months of 2024 following the sale of the Company’s equity investments in 2023.
Interest expense (net of capitalized interest of $0.7 million) increased to $39.4 million from $21.7 million due to higher interest paid under the RCF attributable to higher average debt levels, and lower capitalized interest, partially offset by lower interest paid under the 2029 Senior Notes.
Other, net increased to a gain of $11.3 million compared to a loss of $10.1 million as a result of the recognition of the FT Premium Liability income of $5.2 million following the renouncement of Silvertip exploration expenditures and the $12.3 million loss recognized from the sale of the La Preciosa Deferred Consideration in 2023.
Income and Mining Taxes
During the nine months of 2024, income and mining tax expense of approximately $49.0 million resulted in an effective tax rate of 70.0% for 2024. This compares to income tax expense of $26.7 million for an effective tax rate of (51.9)% for 2023. The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) mining taxes; (iv) foreign exchange rates; (v) the sale of non-core assets; (vi) percentage depletion; and (vii) the impact of uncertain tax positions. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.
The following table summarizes the components of the Company’s income (loss) before tax and income and mining tax (expense) benefit:
Nine Months Ended September 30,
2024
2023
In thousands
Income (loss) before tax
Tax (expense) benefit
Income (loss) before tax
Tax (expense) benefit
United States
$
7,498
$
(6,605)
$
(83,994)
$
(4,847)
Canada
(30,720)
(766)
(23,049)
—
Mexico
93,651
(41,659)
56,045
(21,824)
Other jurisdictions
(351)
—
(438)
—
$
70,078
$
(49,030)
$
(51,436)
$
(26,671)
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will ultimately be more likely than not able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of factors that impact the Company’s ability to realize its deferred tax assets. For additional information, please see “Item 1A - Risk Factors”.
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Net Income (Loss)
Net income was $21.0 million, or $0.05 per diluted share, compared to a net loss of $78.1 million, or $0.24 per diluted share. The increase in net income was driven by a 18% and 15% increase in gold and silver ounces sold, respectively, a 16% and 11% increase in average realized gold and silver prices, respectively, lower ongoing costs at Silvertip, the recognition of the FT Premium Liability income of $5.2 million, lower LCM adjustments at Rochester, and the $12.3 million loss recognized from the sale of the La Preciosa Deferred Consideration in 2023. This was partially offset by the Kensington royalty settlement of $6.8 million, higher exploration, general and administrative, interest expense and income and mining tax expense, and favorable changes in the fair value of the Company’s equity investments in the first nine months of 2023. Adjusted net income was $24.7 million, or $0.06 per diluted share, compared to adjusted net loss of $71.8 million, or $0.22 per diluted share (see “Non-GAAP Financial Performance Measures”).
2024 Guidance
Production during the third quarter was in-line with Coeur’s expectations, leading the Company to reaffirm 2024 production and cost guidance.
The below exploration expense guidance excludes $15 - $20 million of underground mine development and support costs associated with Silvertip
2024 Production Guidance
Gold
Silver
(oz)
(K oz)
Palmarejo
95,000 - 103,000
5,900 - 6,700
Rochester
37,000 - 50,000
4,800 - 6,600
Kensington
92,000 - 106,000
—
Wharf
86,000 - 96,000
—
Total
310,000 - 355,000
10,700 - 13,300
2024 Costs Applicable to Sales Guidance
Gold
Silver
($/oz)
($/oz)
Palmarejo (co-product)
$950 - $1,150
$15.50 - $16.50
Second Half 2024 Rochester (co-product)
$1,500 - $1,700
$18.00 - $20.00
Kensington
$1,525 - $1,725
—
Wharf (by-product)
$950 - $1,050
—
2024 Capital, Exploration and G&A Guidance
($M)
Capital Expenditures, Sustaining
$124 - $158
Capital Expenditures, Development
$36 - $42
Exploration, Expensed
$40 - $50
Exploration, Capitalized
$15 - $20
General & Administrative Expenses
$36 - $40
Note: The Company’s guidance figures assume estimated prices of $2,300/oz gold and $27.00/oz silver as well as CAD of 1.25 and MXN of 17.00. Guidance figures exclude the impact of any metal sales or foreign exchange hedges
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Results of Operations
Palmarejo
Three Months Ended
Nine Months Ended
September 30, 2024
June 30, 2024
September 30, 2024
September 30, 2023
Tons milled
413,463
429,561
1,343,771
1,507,950
Average gold grade (oz/t)
0.070
0.066
0.069
0.054
Average silver grade (oz/t)
5.15
4.49
4.63
3.93
Average recovery rate – Au
94.8
%
89.9
%
93.5
%
91.7
%
Average recovery rate – Ag
85.6
%
82.8
%
84.1
%
83.9
%
Gold ounces produced
27,549
25,467
86,176
75,204
Silver ounces produced
1,823,269
1,596,138
5,237,704
4,970,343
Gold ounces sold
28,655
24,313
86,430
74,195
Silver ounces sold
1,860,976
1,542,395
5,199,839
4,889,877
CAS per gold ounce(1)
$
828
$
1,012
$
902
$
950
CAS per silver ounce(1)
$
12.75
$
15.32
$
13.84
$
15.01
(1)See Non-GAAP Financial Performance Measures.
Three Months Ended September 30, 2024 compared to Three Months Ended June 30, 2024
Gold and silver production increased 8% and 14%, respectively, as a result of a 6% and 15% increase in gold and silver grades, respectively, and higher gold and silver recovery rates, partially offset by a 4% decrease in mill throughput due to mine sequencing. Metal sales were $110.4 million, or 35% of Coeur’s metal sales, compared with $83.2 million, or 37% of Coeur’s metal sales. Revenue increased by $27.1 million, or 33%, of which $17.8 million was due to higher volume of gold and silver production, and $9.3 million was due to higher average realized gold and silver prices. Costs applicable to sales per gold and silver ounce decreased 18% and 17%, respectively, due to higher production and lower operating costs that benefited from favorable foreign exchange rates. Amortization increased by $1.1 million to $12.0 million due to an 18% and 21% increase in gold and silver ounces sold, respectively. Capital expenditures increased to $8.0 million from $5.9 million due to equipment expenditures and higher underground development focused on Hidalgo.
Nine Months Ended September 30, 2024 compared to Nine Months Ended September 30, 2023
Gold and silver production increased 15% and 5%, respectively, as a result of a 28% and 18% increase in gold and silver grades, respectively, and higher gold and silver recoveries, partially offset by an 11% decrease in mill throughput. Metal sales were $290.0 million, or 39% of Coeur’s metal sales, compared with $232.3 million, or 42% of Coeur’s metal sales. Revenue increased by $57.7 million, or 25%, of which $29.7 million was due to a higher volume of gold and silver production and $28.0 million was due to higher average realized gold and silver prices. Costs applicable to sales per gold and silver ounce decreased 5% and 8%, respectively, due to higher production and lower operating costs that benefited from favorable foreign exchange rates. Amortization increased by $9.7 million to $35.4 million due to a 16% and 6% increase in gold and silver ounces sold. Capital expenditures decreased to $20.7 million from $32.8 million due to lower expenditures related to the open pit backfill project, underground development and equipment.
31
Rochester
Three Months Ended
Nine Months Ended
September 30, 2024
June 30, 2024
September 30, 2024
September 30, 2023
Tons placed (1)
7,064,623
5,102,800
15,302,994
8,634,599
Average gold grade (oz/t)
0.002
0.002
0.002
0.003
Average silver grade (oz/t)
0.57
0.59
0.56
0.46
Gold ounces produced
9,690
8,006
23,451
18,928
Silver ounces produced
1,155,156
973,057
2,827,403
2,051,737
Gold ounces sold
9,186
8,150
23,521
19,274
Silver ounces sold
1,098,407
985,269
2,818,930
2,070,544
CAS per gold ounce(2)
$
1,759
$
1,844
$
1,797
$
2,219
CAS per silver ounce(2)
$
21.17
$
21.95
$
21.57
$
27.38
(1)During the three months ended September 30, 2024, 7.1 million tons of ore were placed on the new leach pad. During the three months ended June 30, 2024, 4.3 million and 0.8 million tons of ore were placed on the new leach pad and legacy leach pad, respectively. During the nine months ended September 30, 2024, 13.3 million and 2.0 million tons of ore were placed on the new leach pad and legacy leach pad, respectively. During the nine months ended September 30, 2023, 6.2 million and 2.4 million tons of ore were placed on the new leach pad and legacy leach pads, respectively.
(2)See Non-GAAP Financial Performance Measures.
Three Months Ended September 30, 2024 compared to Three Months Ended June 30, 2024
Gold and silver production increased 21% and 19%, respectively, driven by the successful completion of the ramp-up of the new three-stage crusher at the end of the second quarter and increased production from the new leach pad. Metal sales were $56.0 million, or 18% of Coeur’s metal sales, compared with $42.8 million, or 19% of Coeur’s metal sales. Revenue increased by $13.2 million, or 31%, of which $7.2 million was due to higher average realized gold and silver prices and $6.0 million was attributable to a higher volume of gold and silver production. Costs applicable to sales per gold and silver ounce decreased 5% and 4%, respectively, as a result of the increase in tons placed on the new leach pad, partially offset by higher operating costs. Amortization increased by $1.7 million to $10.2 million due to higher gold and silver ounces sold. Capital expenditures decreased to $10.1 million from $27.5 million due to ramp up activities and timing of payments related to the Rochester expansion project in the second quarter.
Commissioning of Rochester’s new three-stage crushing circuit and truck load-out facility was completed on March 7, 2024 leading to declaration of commercial production and $528 million of construction in process placed into service in the first quarter of 2024. The Company successfully completed the ramp-up of all three stages of the crushing circuit by the end the second quarter by achieving throughput rates of over 88,000 tons per day. Ore tons placed increased 38% quarter-over-quarter to 7.1 million tons, including approximately 6.4 million tons through the new crushing circuit and placed on the new leach pad.
Nine Months Ended September 30, 2024 compared to Nine Months Ended September 30, 2023
Gold and silver production increased 24% and 38%, respectively, due to the successful completion of the ramp-up of the new three-stage crusher at the end of the second quarter and increased production from the new leach pad. Metal sales were $128.6 million, or 17% of Coeur’s metal sales, compared with $86.6 million, or 15% of Coeur’s metal sales. Revenue increased by $41.9 million, or 48%, of which $29.6 million was due to a higher volume of gold and silver production, and $12.3 million resulting from higher average realized gold and silver prices. Costs applicable to sales per gold and silver ounce decreased 19% and 21%, respectively, due to the favorable impact of an increase in estimated recoverable ounces on the legacy leach pad in the first quarter of 2024, an increase in tons placed on the new stage 6 leach pad and a reduction in LCM adjustments compared to the prior year. Amortization increased by $12.4 million to $25.4 million due to higher gold and silver ounces sold, the commencement of production from the new stage 6 leach pad in mid-September 2023 and the three-stage crushing circuit in March 2024. Capital expenditures decreased to $58.9 million from $197.8 million due to reduced spending related to the Rochester expansion project.
32
Kensington
Three Months Ended
Nine Months Ended
September 30, 2024
June 30, 2024
September 30, 2024
September 30, 2023
Tons milled
165,916
182,043
515,398
474,194
Average gold grade (oz/t)
0.16
0.14
0.15
0.13
Average recovery rate
90.4
%
92.3
%
91.2
%
91.7
%
Gold ounces produced
24,104
23,202
68,740
58,103
Gold ounces sold
24,800
23,539
69,522
58,691
CAS per gold ounce(1)
$
1,537
$
1,732
$
1,699
$
1,953
(1)See Non-GAAP Financial Performance Measures.
Three Months Ended September 30, 2024 compared to Three Months Ended June 30, 2024
Gold production increased 4% as a result of higher grade, partially offset by a 9% decrease in mill throughput and lower recovery rates. Metal sales were $62.2 million, or 20% of Coeur’s metal sales, compared to $51.1 million, or 23% of Coeur’s metal sales. Revenue increased by $11.1 million, or 22%, of which $8.0 million was due to higher average realized gold prices and $3.1 million resulting from a higher volume of gold production. Costs applicable to sales per gold ounce decreased 11% due to higher production and lower operating costs. Amortization increased by $1.2 million to $7.6 million primarily due to an increase in gold ounces sold. Capital expenditures increased to $20.0 million from $16.5 million reflecting continued investment associated with the multi-year underground development and exploration program designed to extend and enhance the mine life, which began in 2022 and is expected to be completed in 2025, as well as underground development and tailings dam expansion expenditures.
Nine Months Ended September 30, 2024 compared to Nine Months Ended September 30, 2023
Gold production increased 18% as a result of 15% higher grade and 9% higher mill throughput. Metal sales were $156.7 million, or 21% of Coeur’s metal sales, compared to $111.3 million, or 20% of Coeur’s metal sales. Revenue increased by $45.4 million, or 41%, of which $24.4 million resulting from a higher volume of gold production, and $21.0 million due to higher average realized gold prices. Costs applicable to sales per gold ounce decreased 13% due to higher production, partially offset by higher operating costs partially driven by higher royalties. Amortization increased by $2.2 million to $19.7 million primarily due to the increase in gold ounces sold, partially offset the favorable impact of a longer assumed mine life. Capital expenditures increased to $49.7 million from $38.2 million reflecting continued investment associated with the multi-year underground development and exploration program designed to extend and enhance the mine life, which began in 2022 and is expected to be completed in 2025.
Wharf
Three Months Ended
Nine Months Ended
September 30, 2024
June 30, 2024
September 30, 2024
September 30, 2023
Tons placed
1,424,649
1,162,437
3,839,041
3,452,907
Average gold grade (oz/t)
0.046
0.032
0.034
0.026
Gold ounces produced
33,650
22,021
76,066
63,827
Silver ounces produced
42,141
68,755
178,169
178,330
Gold ounces sold
34,272
20,930
75,788
63,811
Silver ounces sold
45,118
65,063
178,894
179,646
CAS per gold ounce(1)
$
888
$
829
$
945
$
1,224
(1)See Non-GAAP Financial Performance Measures.
33
Three Months Ended September 30, 2024 compared to Three Months Ended June 30, 2024
Gold production increased 53% driven by higher tons placed and grade, and timing of recoveries. Metal sales were $85.0 million, or 27% of Coeur’s metal sales, compared to $45.0 million, or 20% of Coeur’s metal sales. Revenue increased by $40.0 million, or 89%, of which $32.0 million was due to a higher gold production and $8.0 million attributable to higher average realized gold prices. Costs applicable to sales per gold ounce increased 7% due to higher operating costs driven by higher royalties, partially offset by higher tons and grade placed on the pads. Amortization increased to $2.4 million driven by increased gold ounces sold. Capital expenditures were $2.8 million.
Nine Months Ended September 30, 2024 compared to Nine Months Ended September 30, 2023
Gold production increased 19% driven by higher tons placed, grade and timing of recoveries. Metal sales were $173.3 million, or 23% of Coeur’s metal sales, compared to $128.8 million, or 23% of Coeur’s metal sales. Revenue increased by $44.4 million, or 35%, of which $26.6 million was due to a higher gold production and $17.8 million was due to higher average realized gold prices. Costs applicable to sales per gold ounce decreased 23% due to higher tons and grade placed on the pads. Amortization remained comparable at $4.9 million due to higher tons and grade placed on the pads, partially offset by the favorable impact of a longer assumed mine life. Capital expenditures were $4.2 million.
Silvertip
Nine Months Ended September 30, 2024 compared to Nine Months Ended September 30, 2023
Exploration expense totaled $21.1 million in the first nine months of 2024 as the Company continued to focus on increasing the mineral resources at Silvertip, which were supported by 376 meters of underground mine development. Ongoing carrying costs at Silvertip totaled $6.1 million in the first nine months of 2024 compared to $13.6 million in 2023. Capital expenditures in the first nine months of 2024 totaled $1.9 million.
Liquidity and Capital Resources
At September 30, 2024, the Company had $78.7 million of cash, cash equivalents and restricted cash and $145.4 million available under the RCF. Future borrowing under the RCF may be subject to certain financial covenants. Cash and cash equivalents increased $15.3 million in the nine months ended September 30, 2024 due to an 18% and 15% increase in gold and silver ounces sold, respectively, a 16% and 11% increase in average realized gold and silver prices, respectively, the net proceeds of $23.7 million from the sale of 7.7 million shares of common stock in the Private Placement Offering (as defined below), and net draws of $50.0 million under the RCF. This was partially offset by $135.5 million of capital expenditures primarily related to the completion of the Rochester expansion project, and the initial payment of $10.0 million due at closing for the $25.0 million acquisition of mining concessions at Palmarejo.
On February 21, 2024, the Company entered into an agreement to extend and enhance its RCF (the “February 2024 Amendment”). The February 2024 Amendment, among other things, (1) extends the term of the RCF by approximately two years so that it now matures in February 2027, (2) increases the RCF by $10 million from $390 million to $400 million, (3) adds Fédération Des Caisses Desjardins Du Québec and National Bank of Canada as lenders on the RCF, (4) permits the Company to obtain one or more increases of the RCF in an aggregate amount of up to $100 million in incremental loans and commitments, subject to certain conditions, including obtaining commitments from relevant lenders to provide such increase, (5) allows for unencumbered domestic cash to be included in the calculation of the consolidated net leverage ratio, and (6) allows up to $15 million of non-capitalized underground mine development costs related to Silvertip to be excluded from the calculation of Consolidated EBITDA for purposes of the RCF.
In March 2024, the Company completed the sale of 7,704,725 shares of its common stock (“Private Placement Offering”) issued as “flow-through shares” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “FT Shares”), raising net proceeds of approximately $23.7 million, of which $0.9 million represents net proceeds received in excess of the Company’s average price (“FT Premium Liability”). The proceeds of the issuance of FT Shares will be used by the Company for certain qualifying “Canadian Exploration Expenditures” (as such term is defined in the Income Tax Act (Canada)), in conducting an exploration and mineral resource evaluation program on the Silvertip property in British Columbia and Yukon to determine the existence, location, extent, and quality of the silver, lead, and zinc on the Silvertip property.
The Company had no outstanding forward contracts at September 30, 2024 following the final settlement in June 2024. The Company has no current plans to implement new hedges but may in the future add new hedges as circumstances warrant.
During the nine months ended September 30, 2024, the Company exchanged $5.9 million in aggregate principal amount of 2029 Senior Notes plus accrued interest for 1.8 million shares of its common stock.
34
We currently believe we have sufficient sources of funding to meet our business requirements for the next 12 months and longer-term. We expect to use a combination of cash provided by operating activities additional equity financing, and borrowings under our RCF depending on future commodity prices to fund near term capital requirements, including those described in this Report for our 2024 capital expenditure guidance. Our longer-term plans contemplate the expansion and restart of Silvertip, as well as the continued exploration to extend mine lives at all of our operating sites. Our long-term target leverage of Net Debt to the Last Twelve Months Adjusted EBITDA is 0.0 times Adjusted EBITDA. Our current leverage ratio is 1.8 times Adjusted EBITDA as of September 30, 2024.
We also have additional obligations as part of our ordinary course of business, beyond those committed for capital expenditures and other purchase obligations and commitments for purchases of goods and services.
If and to the extent liquidity resources are insufficient to support short- and long-term expenditures, we may need to incur additional indebtedness or issue additional equity securities, among other financing options, which may not be available on acceptable terms or at all. This could have a material adverse impact on the Company, as discussed in more detail under “Item 1A – Risk Factors”.
Cash Provided by Operating Activities
Net cash provided by operating activities for the three months ended September 30, 2024 was $111.1 million, compared to $15.2 million for the three months ended June 30, 2024. Net cash provided by operating activities for the nine months ended September 30, 2024 was $110.4 million, compared to $2.0 million for nine months ended September 30, 2023. Adjusted EBITDA for the three months ended September 30, 2024 was $126.0 million, compared to $52.4 million for three months ended June 30, 2024. Adjusted EBITDA for the nine months ended September 30, 2024 was $222.8 million, compared to $78.0 million for the nine months ended September 30, 2023 (see “Non-GAAP Financial Performance Measures”). Net cash provided by operating activities was impacted by the following key factors for the applicable periods:
Three Months Ended
Nine Months Ended
In thousands
September 30, 2024
June 30, 2024
September 30, 2024
September 30, 2023
Cash flow before changes in operating assets and liabilities
$
86,932
$
27,482
$
83,807
$
13,490
Changes in operating assets and liabilities:
Receivables
1,616
3,180
(520)
1,659
Prepaid expenses and other
(352)
4,176
3,185
764
Inventories
(14,320)
(19,774)
(53,788)
(54,993)
Accounts payable and accrued liabilities
37,187
185
77,757
41,091
Cash provided by (used in) operating activities
$
111,063
$
15,249
$
110,441
$
2,011
Net cash provided by operating activities increased $95.8 million for the three months ended September 30, 2024 compared to the three months ended June 30, 2024, primarily as a result of a 26% and 16% increase in gold and silver ounces sold, respectively, a 15% and 14% increase in average realized gold and silver prices, respectively, timing of account payable payments at Palmarejo, a $25.0 million prepayment received at Kensington, and the receipt of exploration credit refunds at Silvertip, partially offset by higher prepaid insurance, timing of interest payments, and higher exploration expense. Revenue for the three months ended September 30, 2024 compared to the three months ended June 30, 2024 increased by $91.5 million, of which $58.4 million resulting from higher volume of gold and silver sales, and $33.0 million was due to higher average realized gold and silver prices.
Net cash provided by operating activities increased $108.4 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily due to a 18% and 15% increase in gold and silver ounces sold, respectively, a 16% and 11% increase in average realized gold and silver prices, respectively, and an additional $25.0 million prepayment received at Kensington, partially offset higher exploration, general and administrative, and interest expense. Revenue for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 increased by $189.4 million, of which $109.7 million was due to higher volume of gold sales, and $79.7 million as the result of higher average gold and silver prices.
35
Cash Used in Investing Activities
Net cash used in investing activities in the three months ended September 30, 2024 was $52.0 million compared to $51.6 million in the three months ended June 30, 2024. Cash used in investing activities increased due to the initial payment of $10.0 million due at closing for the $25.0 million acquisition of mining concessions at Palmarejo, partially offset by lower capital expenditures. The Company incurred capital expenditures of $42.0 million in the three months ended September 30, 2024 compared with $51.4 million in the three months ended June 30, 2024 primarily related to ramp-up activities and timing of payments related to the Rochester expansion project at Rochester and underground development at Palmarejo and Kensington in both periods.
Net cash used in investing activities in the nine months ended September 30, 2024 was $145.7 million compared to $217.1 million in the nine months ended September 30, 2023. Cash used in investing activities decreased due to net proceeds of $39.8 million received from the sale of the Company’s remaining Victoria Gold Common Shares, net proceeds of $7.0 million received from the sale of the La Preciosa Deferred Consideration, $5.0 million received from the sale of the La Preciosa project in 2023, and lower capital expenditures, partially offset by the initial payment of $10.0 million due at closing for the $25.0 million acquisition of mining concessions at Palmarejo. The Company incurred capital expenditures of $135.5 million in the nine months ended September 30, 2024 compared with $271.9 million in the nine months ended September 30, 2023 primarily related to expansion construction and ramp-up activities at Rochester and underground development and exploration at Palmarejo and Kensington in both periods.
Cash Provided by (Used in) Financing Activities
Net cash used in financing activities in the three months ended September 30, 2024 was $56.0 million compared to net cash provided by financing activities of $43.3 million in the three months ended June 30, 2024. During the three months ended September 30, 2024, the Company repaid $50.0 million, net, to the RCF. During the three months ended June 30, 2024, the Company drew $50.0 million, net, from the RCF.
Net cash provided by financing activities in the nine months ended September 30, 2024 was $51.2 million compared to $206.5 million in the nine months ended September 30, 2023. During the nine months ended September 30, 2024, the Company received net proceeds of $23.7 million from the sale of 7.7 million shares of its common stock in the Private Placement Offering, and drew $50.0 million, net, from the RCF. During the nine months ended September 30, 2023, the Company drew $60.0 million, net, under the RCF, received aggregate net proceeds of $147.7 million from the sale of 54.6 million shares of its common stock in the March 2023 Equity Offering, and received net proceeds of $20.9 million from the sale of 8.3 million shares of its common stock in the Private Placement Offering.
Critical Accounting Policies and Accounting Developments
See Note 2 -- Summary of Significant Accounting Policies contained in the 2023 10-K and Note 2 -- Summary of Significant Accounting Policies contained in this Report for the Company’s critical accounting policies and estimates.
Ore on Leach Pads
The heap leach process extracts 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 are assayed to determine estimated quantities of contained metal. 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 doré at the Rochester mine and a form of gold electrolytic cathodic sludge at the Wharf mine, representing the final product produced by each mine. The inventory is stated at lower of cost or net realizable value, with cost being determined using a weighted average cost method.
The historical cost of metal expected to be extracted within 12 months is classified as current and the historical cost of metals contained within the broken ore expected to be extracted beyond 12 months is classified as non-current. Ore on leach pads is valued based on actual production costs incurred to produce and place ore on the leach pad, less costs allocated to minerals recovered through the leach process.
36
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 due to the nature of the leaching process. 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 testing and actual experience of more than 20 years of leach pad operations at the Rochester mine and 30 years of leach pad operations at the Wharf 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. The ultimate recovery will not be known until leaching operations cease. Variations between actual and estimated quantities resulting from changes in assumptions and estimates that do not result in write-downs to net realizable value are accounted for on a prospective basis. In the first quarter of 2024, the Company completed a review of the estimated recoverable ounces of gold and silver on its leach pads and determined that as a result of longer expected leach time and favorable recoveries relative to previous estimates that the estimated recoverable gold and silver on the Rochester legacy (Stages 2, 3 and 4) leach pads supported an upward revision. An additional 6,000 ounces of gold and 900,000 ounces of silver were added to the legacy leach pads in the first quarter of 2024. There are five reusable heap leach pads (load/offload) used at Wharf. Each pad goes through an approximate 24-month process of loading of ore, leaching and offloading which includes a neutralization and denitrification process. During the leaching cycle of each pad, revised estimated recoverable ounces for each of the pads may result in an upward or downward revision from time to time, which have not historically been significant. The updated recoverable ounce estimate is considered a change in estimate and was accounted for prospectively. As of September 30, 2024, the Company’s estimated recoverable ounces of gold and silver on the leach pads were 48,175 and 6.7 million, respectively.
Other Liquidity Matters
We believe that our liquidity and capital resources in the U.S. are adequate to fund our U.S. operations and corporate activities. The Company has asserted a partial indefinite reinvestment of earnings from its Mexican operations as determined by management’s judgment about, and intentions concerning, the future operations of the Company. The Company does not believe that the amounts reinvested will have a material impact on liquidity.
In order to reduce indebtedness, fund future cash interest payments and/or amounts due at maturity or upon redemption and for general working capital purposes, from time-to-time we may (1) issue equity securities for cash in public or private offerings or (2) repurchase certain of our debt securities for cash or in exchange for other securities, which may include secured or unsecured notes or equity, in each case in open market or privately negotiated transactions. We evaluate any such transactions in light of prevailing market conditions, liquidity requirements, contractual restrictions, and other factors. The amounts involved may be significant and any debt repurchase transactions may occur at a substantial discount to the debt securities’ face amount.
Non-GAAP Financial Performance Measures
Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles (“GAAP”). Unless otherwise noted, we present the Non-GAAP financial measures in the tables below. These measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.
Adjusted Net Income (Loss)
Management uses Adjusted net income (loss) to evaluate the Company’s operating performance, and to plan and forecast its operations. The Company believes the use of Adjusted net income (loss) reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. Management’s determination of the components of Adjusted net income (loss) are evaluated periodically and is based, in part, on a review of non-GAAP financial measures used by mining industry analysts. The tax effect of adjustments are based on statutory tax rates and the Company’s tax attributes, including the impact through the Company’s valuation allowance. The combined effective rate of tax adjustments may not be consistent with the statutory tax rates or the Company’s effective tax rate due to jurisdictional tax attributes and related valuation allowance impacts which may minimize the tax effect of certain adjustments and may not apply to gains and losses equally. Adjusted net income (loss) is reconciled to Net income (loss) in the following table:
37
Three Months Ended
Nine Months Ended
In thousands except per share amounts
September 30, 2024
June 30, 2024
September 30, 2024
September 30, 2023
Net income (loss)
$
48,739
$
1,426
$
21,048
$
(78,107)
Fair value adjustments, net
—
—
—
(4,629)
Foreign exchange loss (gain)
(2,247)
(2,950)
(4,713)
2,149
(Gain) loss on sale of assets and securities
176
640
4,352
12,650
RMC bankruptcy distribution
—
(1,199)
(1,199)
(1,516)
(Gain) loss on debt extinguishment
—
21
(417)
(3,735)
Transaction costs
976
—
976
—
Other adjustments
81
104
5,644
2,739
Tax effect of adjustments(1)
(568)
(1,447)
(962)
(1,380)
Adjusted net income (loss)
$
47,157
$
(3,405)
$
24,729
$
(71,829)
Adjusted net income (loss) per share, Basic
$
0.12
$
(0.01)
$
0.06
$
(0.22)
Adjusted net income (loss) per share, Diluted
$
0.12
$
(0.01)
$
0.06
$
(0.22)
(1) For the three months ended September 30, 2024, tax effect of adjustments of $0.6 million (-46%) are primarily related to nonrecurring expenses at Palmarejo. For the three months ended June 30, 2024, tax effect of adjustments of $1.4 million 333% are primarily related to the RMC Bankruptcy Distribution.
For the nine months ended September 30, 2024, tax effect of adjustments of $1.0 million (-10%) are primarily related to the RMC Bankruptcy Distribution, Kensington royalty settlement, nonrecurring expenses at Palmarejo, and LCM adjustment recorded at Rochester. For the nine months ended September 30, 2023, tax effect of adjustments of $1.4 million (-25%) are primarily related to the fair value adjustments on the Company’s equity investments, loss on the sale of the La Preciosa Deferred Consideration and LCM adjustment recorded at Rochester.
EBITDA and Adjusted EBITDA
Management uses EBITDA to evaluate the Company’s operating performance, to plan and forecast its operations, and assess leverage levels and liquidity measures. The Company believes the use of EBITDA reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. Adjusted EBITDA is a measure used in the indenture governing the 2029 Senior Notes and the RCF to determine our ability to make certain payments and incur additional indebtedness. EBITDA and Adjusted EBITDA do not represent, and should not be considered an alternative to, Net income (Loss) or Cash Flow from Operations as determined under GAAP.Other companies may calculate Adjusted EBITDA differently and those calculations may not be comparable to our presentation. Adjusted EBITDA is reconciled to Net income (loss) in the following table:
38
Three Months Ended
Nine Months Ended
In thousands except per share amounts
September 30, 2024
June 30, 2024
September 30, 2024
September 30, 2023
Net income (loss)
$
48,739
$
1,426
$
21,048
$
(78,107)
(Income) loss from discontinued operations, net of tax
—
—
—
—
Interest expense, net of capitalized interest
13,280
13,162
39,389
21,703
Income tax provision (benefit)
25,817
7,189
49,030
26,671
Amortization
33,216
27,928
88,441
65,187
EBITDA
121,052
49,705
197,908
35,454
Fair value adjustments, net
—
—
—
(4,629)
Foreign exchange (gain) loss
(1,708)
(2,089)
(3,432)
107
Asset retirement obligation accretion
4,233
4,154
12,463
12,219
Inventory adjustments and write-downs
1,231
1,071
6,490
24,723
(Gain) loss on sale of assets and securities
176
640
4,352
12,650
RMC bankruptcy distribution
—
(1,199)
(1,199)
(1,516)
(Gain) loss on debt extinguishment
—
21
(417)
(3,735)
Transaction costs
976
—
976
—
Other adjustments
81
104
5,644
2,739
Adjusted EBITDA
$
126,041
$
52,407
$
222,785
$
78,012
Free Cash Flow
Management uses Free Cash Flow as a non-GAAP measure to analyze cash flows generated from operations. Free Cash Flow is Cash Provided By (used in) Operating Activities less Capital expenditures as presented on the Condensed Consolidated Statements of Cash Flows. The Company believes Free Cash Flow is also useful as one of the bases for comparing the Company’s performance with its competitors. Although Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of Free Cash Flow is not necessarily comparable to such other similarly titled captions of other companies.
The following table sets forth a reconciliation of Free Cash Flow, a non-GAAP financial measure, to Cash Provided By (used in) Operating Activities, which the Company believes to be the GAAP financial measure most directly comparable to Free Cash Flow.
Consolidated
Three Months Ended
Nine Months Ended
(Dollars in thousands)
September 30, 2024
June 30, 2024
September 30, 2024
September 30, 2023
Cash flow from operations
$
111,063
$
15,249
$
110,441
$
2,011
Capital expenditures
41,980
51,405
135,468
271,902
Free cash flow
$
69,083
$
(36,156)
$
(25,027)
$
(269,891)
Operating Cash Flow Before Changes in Working Capital
Management uses Operating Cash Flow Before Changes in Working Capital as a non-GAAP measure to analyze cash flows generated from operations. Operating Cash Flow Before Changes in Working Capital is Cash Provided By (used in) Operating Activities excluding the change in Receivables, Prepaid expenses and other, Inventories and Accounts payable and accrued liabilities as presented on the Condensed Consolidated Statements of Cash Flows. The Company believes Operating Cash Flow Before Changes in Working Capital is also useful as one of the bases for comparing the Company’s performance with its competitors. Although Operating Cash Flow Before Changes in Working Capital and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of Operating Cash Flow Before Changes in Working Capital is not necessarily comparable to such other similarly titled captions of other companies.
39
The following table sets forth a reconciliation of Operating Cash Flow Before Changes in Working Capital, a non-GAAP financial measure, to Cash Provided By (used in) Operating Activities, which the Company believes to be the GAAP financial measure most directly comparable to Operating Cash Flow Before Changes in Working Capital.
Three Months Ended
Nine Months Ended
(Dollars in thousands)
September 30, 2024
June 30, 2024
September 30, 2024
September 30, 2023
Cash provided by (used in) operating activities
$
111,063
$
15,249
$
110,441
$
2,011
Changes in operating assets and liabilities:
Receivables
(1,616)
(3,180)
520
(1,659)
Prepaid expenses and other
352
(4,176)
(3,185)
(764)
Inventories
14,320
19,774
53,788
54,993
Accounts payable and accrued liabilities
(37,187)
(185)
(77,757)
(41,091)
Operating cash flow before changes in working capital
$
86,932
$
27,482
$
83,807
$
13,490
Net Debt and Leverage Ratio
Management defines Net Debt, a non-GAAP financial measure, as Total Debt, less Cash and Cash Equivalents. We define Leverage Ratio, a non-GAAP financial measure, as the ratio of Net Debt to the Last Twelve Months Adjusted EBITDA. Management believes Net Debt and Leverage Ratio are important measures to monitor our financial flexibility and evaluate the strength of our Condensed Consolidated Balance Sheets. Net Debt and Leverage Ratio have limitations as analytical tools and may vary from similarly titled measures used by other companies. Net Debt and Leverage Ratio should not be considered in isolation or as a substitute for an analysis of our results prepared and presented in accordance with GAAP.
The following table presents a reconciliation of Total Debt, the most directly comparable financial measure calculated in accordance with GAAP, to Net Debt for each of the periods presented.
Three Months Ended
Nine Months Ended
(Dollars in thousands)
September 30, 2024
June 30, 2024
September 30, 2024
September 30, 2023
Total debt
$
605,183
$
629,327
$
605,183
$
512,241
Cash and cash equivalents
(76,916)
(74,136)
(76,916)
(53,223)
Net debt
$
528,267
$
555,191
$
528,267
$
459,018
Net debt
$
528,267
$
555,191
$
528,267
$
459,018
Last Twelve Months Adjusted EBITDA
$
287,079
$
191,686
$
287,079
$
113,809
Leverage ratio
1.8
$
2.9
$
1.8
$
4.0
40
Costs Applicable to Sales
Management uses CAS to evaluate the Company’s current operating performance and life of mine performance from discovery through reclamation. We believe these measures assist analysts, investors and other stakeholders in understanding the costs associated with producing gold and silver, assessing our operating performance and ability to generate free cash flow from operations and sustaining production. These measures may not be indicative of operating profit or cash flow from operations as determined under GAAP. Management believes that allocating CAS to gold and silver based on gold and silver metal sales relative to total metal sales best allows management, analysts, investors and other stakeholders to evaluate the operating performance of the Company. Other companies may calculate CAS differently as a result of reflecting the benefit from selling non-silver metals as a by-product credit, converting to silver equivalent ounces, and differences in underlying accounting principles and accounting frameworks such as in IFRS Accounting Standards.
Three Months Ended September 30, 2024
In thousands (except metal sales and per ounce amounts)
Palmarejo
Rochester
Kensington
Wharf
Silvertip
Total
Costs applicable to sales, including amortization (U.S. GAAP)
$
59,439
$
49,640
$
45,711
$
34,198
$
794
$
189,782
Amortization
(11,984)
(10,231)
(7,612)
(2,419)
(794)
(33,040)
Costs applicable to sales
$
47,455
$
39,409
$
38,099
$
31,779
$
—
$
156,742
Metal Sales
Gold ounces
28,655
9,186
24,800
34,272
—
96,913
Silver ounces
1,860,976
1,098,407
—
45,118
—
3,004,501
Costs applicable to sales
Gold ($/oz)
$
828
$
1,759
$
1,537
$
888
Silver ($/oz)
$
12.75
$
21.17
$
—
Three Months Ended June 30, 2024
In thousands (except metal sales and per ounce amounts)
Palmarejo
Rochester
Kensington
Wharf
Silvertip
Total
Costs applicable to sales, including amortization (U.S. GAAP)
$
59,070
$
45,225
$
47,166
$
20,181
$
790
$
172,432
Amortization
(10,843)
(8,570)
(6,445)
(1,067)
(790)
(27,715)
Costs applicable to sales
$
48,227
$
36,655
$
40,721
$
19,114
$
—
$
144,717
Metal Sales
Gold ounces
24,313
8,150
23,539
20,930
—
76,932
Silver ounces
1,542,395
985,269
—
65,063
—
2,592,727
Costs applicable to sales
Gold ($/oz)
$
1,012
$
1,844
$
1,732
$
829
Silver ($/oz)
$
15.32
$
21.95
$
—
Nine Months Ended September 30, 2024
In thousands (except metal sales and per ounce amounts)
Palmarejo
Rochester
Kensington
Wharf
Silvertip
Total
Costs applicable to sales, including amortization (U.S. GAAP)
$
185,405
$
128,497
$
137,762
$
81,187
$
2,436
$
535,287
Amortization
(35,429)
(25,434)
(19,653)
(4,879)
(2,436)
(87,831)
Costs applicable to sales
$
149,976
$
103,063
$
118,109
$
76,308
$
—
$
447,456
Metal Sales
Gold ounces
86,430
23,521
69,522
75,788
—
255,261
Silver ounces
5,199,839
2,818,930
—
178,894
—
8,197,663
Costs applicable to sales
Gold ($/oz)
$
902
$
1,797
$
1,699
$
945
Silver ($/oz)
$
13.84
$
21.57
$
—
41
Nine Months Ended September 30, 2023
In thousands (except metal sales, per ounce and per pound amounts)
Palmarejo
Rochester
Kensington
Wharf
Silvertip
Total
Costs applicable to sales, including amortization (U.S. GAAP)
$
169,675
$
112,508
$
132,356
$
87,201
$
3,161
$
504,901
Amortization
(25,760)
(13,043)
(17,539)
(4,802)
(3,161)
(64,305)
Costs applicable to sales
$
143,915
$
99,465
$
114,817
$
82,399
$
—
$
440,596
Metal Sales
Gold ounces
74,195
19,274
58,691
63,811
215,971
Silver ounces
4,889,877
2,070,544
—
179,646
—
7,140,067
Costs applicable to sales
Gold ($/oz)
$
950
$
2,219
$
1,953
$
1,224
Silver ($/oz)
$
15.01
$
27.38
$
—
Reconciliation of Costs Applicable to Sales for Updated 2024 Guidance
In thousands (except metal sales and per ounce amounts)
Palmarejo
Rochester(1)
Kensington
Wharf
Costs applicable to sales, including amortization (U.S. GAAP)
$
261,913
$
147,456
$
195,337
$
102,091
Amortization
(46,953)
(42,237)
(28,757)
(5,694)
Costs applicable to sales
$
214,960
$
105,219
$
166,580
$
96,397
By-product credit
—
—
16
(5,328)
Adjusted costs applicable to sales
$
214,960
$
105,219
$
166,596
$
91,069
Metal Sales
Gold ounces
104,260
28,170
100,500
91,040
Silver ounces
6,652,590
3,197,910
205,600
Revenue Split
Gold
51%
43%
100%
100%
Silver
49%
57%
Adjusted costs applicable to sales
Gold ($/oz)
$950 - $1,150
$1,500 - $1,700
$1,525 - $1,725
$950 - $1,050
Silver ($/oz)
$15.50 - $16.50
$18.00 - $20.00
(1) Cost guidance for Rochester reflects the second half of 2024.
Reconciliation of Costs Applicable to Sales for Previous 2024 Guidance
In thousands (except metal sales and per ounce amounts)
Palmarejo
Rochester(1)
Kensington
Wharf
Costs applicable to sales, including amortization (U.S. GAAP)
$
258,870
$
129,322
$
199,980
$
108,330
Amortization
(37,130)
(36,990)
(33,530)
(6,330)
Costs applicable to sales
$
221,740
$
92,332
$
166,450
$
102,000
By-product credit
—
—
—
(2,550)
Adjusted costs applicable to sales
$
221,740
$
92,332
$
166,450
$
99,450
Metal Sales
Gold ounces
100,350
28,130
103,790
90,000
Silver ounces
6,516,830
3,927,890
105,920
Revenue Split
Gold
51%
38%
100%
100%
Silver
49%
62%
Adjusted costs applicable to sales
Gold ($/oz)
$1,075 - $1,275
$1,200 - $1,400
$1,525 - $1,725
$1,100 - $1,200
Silver ($/oz)
$16.50 - $17.50
$14.00 - $16.00
(1) Cost guidance for Rochester reflects the second half of 2024.
This Report contains numerous forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) relating to the Company’s gold and silver mining business, including statements regarding operations and activities at the Company’s properties, exploration and development efforts, mine lives, strategies, the tax treatment of the FT Shares and the risk that related exploration efforts at Silvertip will not occur on a timely basis or at all, inflation, hedging strategies, realization of deferred tax assets, expectations about the recovery of unduly paid VAT in Mexico, timing of completion of obligations under prepayment agreements, liquidity management, financing plans, risk management strategies, capital allocation, expectations regarding the planned acquisition of SilverCrest Metals, Inc. including impact on production, cash flow, financial condition and timing of closing, if at all, and anticipated production, costs, expenses, and cash flow. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plan,” “projected,” “contemplates,” “anticipates” or similar words. Actual results could differ materially from those projected in the forward-looking statements. The factors that could cause actual results to differ materially from those projected in the forward-looking statements include (i) the risk factors set forth in Part II, Item 1A of this Report and in “Risk Factors” section of the 2023 10-K, and the risks set forth in this MD&A and Item 3 of this Report, (ii) the risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions), (iii) changes in the market prices of gold and silver and a sustained lower price or higher treatment and refining charge environment, (iv) the uncertainties inherent in the Company’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), mining law changes, ground conditions and grade and recovery variability, (v) any future labor disputes or work stoppages (involving the Company and its subsidiaries or third parties), (vi) the uncertainties inherent in the estimation of mineral reserves and resources, (vii) changes that could result from the Company’s future acquisition of new mining properties or businesses, (viii) the loss of access to any third-party smelter or refiner to whom the Company markets its production, (ix) the potential effects of a future pandemic, equipment and materials availability, and inflationary pressures, (x) the effects of environmental and other governmental regulations, (xi) the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries, (xii) breaches or lapses in the security of technology systems on which the Company relies, which could compromise the data stored within them, as well as failure to comply with ever-evolving global privacy and security regulatory obligations, (xiii) the Company’s ability to raise additional financing necessary to conduct its business, make payments or refinance its debt, and (xiv) the risk that the planned acquisition of SilverCrest Metals Inc. will not occur or achieve the expected benefits to the Company. 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.
No Offer or Solicitation
Communications in the news release do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Important Additional Information
In connection with the Transaction, Coeur and SilverCrest intend to file materials with the Securities and Exchange Commission (the “SEC”) and on SEDAR+, as applicable. Coeur intends to file a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the SEC in connection with the solicitation of proxies to obtain Coeur stockholder approval of (A) the issuance of shares of common stock of Coeur in connection with the Transaction (the “Stock Issuance”) and (B) the amendment of the Coeur certificate of incorporation to increase the number of authorized shares of Coeur common stock (the “Charter Amendment”), and SilverCrest intends to file a notice of the SilverCrest shareholder meeting and accompanying management information circular (the “Circular”) with the Toronto Stock Exchange and on SEDAR+ and with the SEC in connection with the solicitation of proxies to obtain SilverCrest shareholder approval of the Transaction. After the Proxy Statement is cleared by the SEC, Coeur intends to mail a definitive Proxy Statement to the stockholders of Coeur. This communication is not a substitute for the Proxy Statement, the Circular or for any other document that Coeur or SilverCrest may file with the SEC or on SEDAR+ and/or send to Coeur stockholders and/or SilverCrest’s shareholders in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF COEUR AND SILVERCREST ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT AND THE CIRCULAR, RESPECTIVELY, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY COEUR AND/OR SILVERCREST WITH THE SEC OR ON SEDAR+, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT COEUR, SILVERCREST, THE TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
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Stockholders of Coeur and shareholders of SilverCrest will be able to obtain free copies of the Proxy Statement and the Circular, as each may be amended from time to time, and other relevant documents filed by Coeur and/or SilverCrest with the SEC or on SEDAR+ (when they become available) through the website maintained by the SEC at www.sec.gov or on SEDAR+ at www.sedarplus.ca, as applicable. Copies of documents filed with the SEC by Coeur will be available free of charge from Coeur’s website at www.coeur.com under the “Investors” tab or by contacting Coeur’s Investor Relations Department at (312) 489-5800 or investors@coeur.com. Copies of documents filed with the SEC or on SEDAR+ by SilverCrest will be available free of charge from SilverCrest’s website at www.silvercrestmetals.com under the “Investors” tab or by contacting SilverCrest’s Investor Relations Department at (604) 694-1730 ext. 104.
Participants in the Solicitation
Coeur, SilverCrest and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Coeur’s stockholders and SilverCrest’s shareholders in connection with the Transaction. Information regarding the executive officers and directors of Coeur is included in its definitive proxy statement for its 2024 annual meeting under the headings “Proposal No. 1 – Election of Directors”, “Information about our Executive Officers”, “Compensation Discussion and Analysis”, and “Director Compensation”, which was filed with the SEC on April 4, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/215466/000114036124017966/ny20018623x1_def14a.htm. Information regarding the directors and certain executive officers of SilverCrest is included in its information circular and proxy statement for its 2024 annual meeting under the headings “Compensation of Executive Officers and Directors” and “Compensation Discussion and Analysis”, which was filed on SEDAR+ on April 18, 2024 and is available at https://www.silvercrestmetals.com/_resources/agm/2024-Information-Circular.pdf?v=093009. Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement, the Circular and other materials when they are filed with the SEC or on SEDAR+ in connection with the Transaction. Free copies of these documents may be obtained as described in the paragraphs above.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to various market risks as a part of its operations and engages in risk management strategies to mitigate these risks. The Company continually evaluates the potential benefits of engaging in these strategies based on current market conditions. The Company does not actively engage in the practice of trading derivative instruments for profit. Additional information about the Company’s derivative financial instruments may be found in Note 12 -- Derivative Financial Instruments in the notes to the Condensed Consolidated Financial Statements. This discussion of the Company’s market risk assessments contains “forward looking statements”. For additional information regarding forward-looking statements and risks and uncertainties that could impact the Company, please refer to Item 2 of this Report - Cautionary Statement Concerning Forward-Looking Statements. Actual results and actions could differ materially from those discussed below.
Gold and Silver Prices
Gold and silver prices may fluctuate widely due to numerous factors, such as U.S. dollar strength or weakness, demand, investor sentiment, inflation or deflation, and global mine production. The Company’s profitability and cash flow may be significantly impacted by changes in the market price of gold and silver.
Decreases in the market price of gold and silver can also significantly affect the value of our metal inventory, stockpiles and leach pads, and it may be necessary to record a write-down to the net realizable value, as well as significantly impact our carrying value of long-lived assets.
Net realizable value represents the estimated future sales price based on short-term and long-term metals prices, less estimated costs to complete production and bring the product to sale. The primary factors that influence the need to record write-downs of our stockpiles, leach pads and product inventory include short-term and long-term metals prices and costs for production inputs such as labor, fuel and energy, materials and supplies as well as realized ore grades and recovery rates. The significant assumptions in determining the stockpile, leach pad and metal inventory adjustments at September 30, 2024 included production cost and capitalized expenditure assumptions unique to each operation, a short-term and long-term gold price of $2,474 and $2,017 per ounce, respectively, and a short-term and long-term silver price of $29.43 and $25.78 per ounce, respectively.
The net realizable value measurement involves the use of estimates and assumptions unique to each mining operation regarding current and future operating and capital costs, metal recoveries, production levels, commodity prices, proven and probable reserve quantities, engineering data and other factors. A high degree of judgment is involved in determining such assumptions and estimates and no assurance can be given that actual results will not differ significantly from those estimates and assumptions.
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Hedging
To mitigate the risks associated with metal price fluctuations, the Company may enter into option contracts to hedge future production. The Company had forward contracts for gold and silver that settled monthly through June 2024 in order to protect cash flow during the Rochester expansion ramp-up. The contracts are generally net cash settled and, if the spot price of gold at the time of expiration is lower than the fixed price or higher than the fixed prices, it would result in a realized gain or loss, respectively. The forward contracts expose us to (i) credit risk in the form of non-performance by counterparties for contracts in which the contract price is below the spot price of a commodity, and (ii) price risk to the extent that the spot price exceeds the contract price for quantities of our production covered under contract positions. To reduce counter-party credit exposure, the Company enters into contracts with institutions management deems credit-worthy and limits credit exposure to each institution. The Company does not anticipate non-performance by any of its counterparties. For additional information, please see the section titled “Item 1A - Risk Factors” in this Report. For the nine months ended September 30, 2024, the Company recognized a loss of $12.9 million and $4.3 million related to expired gold and silver contracts, respectively. The Company had no outstanding gold or silver hedging contracts at September 30, 2024.
Provisional Metal Sales
The Company enters into sales contracts with third-party smelters and refiners which, in some cases, provide for a provisional payment based upon preliminary assays and quoted metal prices. The provisionally priced sales contracts contain an embedded derivative that is required to be separated from the host contract. Depending on the difference between the price at the time of sale and the final settlement price, embedded derivatives are recorded as either a derivative asset or liability. The embedded derivatives do not qualify for hedge accounting and, as a result, are marked to the market gold and silver price at the end of each period from the provisional sale date to the date of final settlement. The mark-to-market gains and losses are recorded in earnings. At September 30, 2024, the Company had outstanding provisionally priced sales of 12,213 ounces of gold at an average price of $2,568. Changes in gold prices resulted in provisional pricing mark-to-market gain of $0.4 million during the three months ended September 30, 2024. A 10% change in realized gold prices would cause revenue to vary by $3.1 million.
Foreign Currency
The Company operates, or has mineral interests, in several foreign countries including Canada, Mexico, and New Zealand, which exposes it to foreign currency exchange rate risks. Foreign currency exchange rates are influenced by world market factors beyond the Company’s control, such as supply and demand for U.S. and foreign currencies and related monetary and fiscal policies. Fluctuations in local currency exchange rates in relation to the U.S. dollar may significantly impact profitability and cash flow.
Foreign Exchange Hedging
To manage foreign currency risk, the Company may enter into foreign currency forward exchange contracts. In 2020, the Company entered into foreign currency forward contracts to manage this risk and designated these instruments as cash flow hedges of forecasted foreign denominated transactions. The Company had no outstanding foreign currency forward exchange contracts at September 30, 2024.
Interest Rates
Interest Rate Hedging
The Company may use financial instruments to manage exposures to changes in interest rates on loans, which exposes it to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, it does not pose credit risk. The Company seeks to minimize the credit risk in derivative instruments by entering into transactions with what it believes are high-quality counterparties. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The Company had no outstanding interest rate swaps at September 30, 2024.
Investment Risk
Equity Price Risk
The Company had no equity securities at September 30, 2024.
Item 4. Controls and Procedures
(a)Disclosure Controls and Procedures
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As of the end of the period covered by this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance regarding management’s control objectives.
The design of any system of controls is based in part upon certain assumptions about the likelihood of future events. Based upon the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by it in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b)Changes In Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
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PART II
Item 1.Legal Proceedings
See Note 16 -- Commitments and Contingencies in the notes to the Condensed Consolidated Financial Statements included herein.
Item 1A.Risk Factors
Item 1A -- Risk Factors of the 2023 10-K sets forth information relating to important risks and uncertainties that could materially adversely affect the Company’s business, financial condition or operating results. Those risk factors have been supplemented and updated in the Company’s Form 10-Q for the quarter ended March 31, 2024 (the “Q1 2024 10-Q”), in the Company’s Form 10-Q for the quarter ended June 30, 2024 (the “Q2 2024 10-Q”) and in this Form 10-Q. Except as supplemented and updated in the Q1 2024 10-Q, Q2 2024 10-Q and below, the risk factors set forth in the 2023 10-K remain current. Additional risks and uncertainties that the Company does not presently know or that it currently deems immaterial also may impair our business operations.
Risks Relating to the Proposed Acquisition of SilverCrest Metals Inc.
As disclosed in this Form 10-Q, including in Part 1, Item 1, Note 6 – Property, Plant and Equipment and Mining Properties, Net and Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company entered into an definitive agreement (the “Arrangement Agreement”) on October 3, 2024 whereby, a wholly-owned subsidiary of Coeur will acquire all of the issued and outstanding shares of SilverCrest Metals Inc. (“SilverCrest”) pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”). There can be no assurance that the Transaction will be completed as expected, in a timely manner or at all. As described below, the Transaction could subject us to significant risks.
The Transaction is subject to a number of conditions which may delay its consummation and could result in additional expenditures of money and resources or reduce the anticipated benefits, or result in termination of the Arrangement Agreement and Coeur having to pay a termination fee.
The Transaction is conditional upon, among other closing conditions, approval of the plan of arrangement by a British Columbia court, approval by shareholders of both Coeur and SilverCrest, including by Coeur’s stockholders to amend Coeur’s certificate of incorporation to increase the authorized stock of the Coeur and to approve the issuance of Coeur common stock to be exchanged as consideration for SilverCrest’s outstanding stock, and approval of the listing of the Coeur common shares to be issued under the Transaction on the NYSE. Additionally, the Transaction is subject to applicable regulatory approvals, including approval by Mexico’s antitrust authority, the Federal Economic Competition Commission (“COFECE”). Many of the conditions to completion of the Transaction are not within our control and we cannot predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the outside date set out in the Arrangement Agreement, it is possible that the Arrangement Agreement may be terminated.
Although Coeur and SilverCrest have, subject to certain limitations, agreed to use reasonable best efforts to complete the Transaction promptly, these and other conditions may fail to be satisfied. In addition, completion of the Transaction may take longer and could cost more than we expect. The requirements for obtaining the required regulatory approvals and clearances could delay the completion of the Transaction for a significant period of time or prevent them from occurring. Any delay in completing the Transaction may adversely affect the benefits that Coeur expects to achieve if the Transaction and the integration of businesses were to be completed within the expected timeframe.
Each of Coeur and SilverCrest have certain rights to terminate the Transaction in certain circumstances, including if any closing conditions are not satisfied prior to the outside date set out in the Arrangement Agreement. Although the Arrangement Agreement contains customary deal protection provisions, a change in recommendation by either Coeur’s Board of Directors, the SilverCrest Board of Directors, or both, including as the result of receiving a superior proposal as defined in the Arrangement Agreement, may result in the Transaction not being consummated. The Arrangement Agreement provides that, upon termination of the Arrangement Agreement under certain circumstances, Coeur would be required to pay SilverCrest a termination fee of $100 million and reimburse SilverCrest for expenses incurred in connection with the Transaction. Failure to complete the Transaction in a timely manner, or at all, and payment of relevant termination fees, if applicable, could negatively impact Coeur’s business and negatively impact the trading price of Coeur’s common stock.
Coeur and SilverCrest may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and negative publicity related to the Transaction.
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Coeur and SilverCrest may be the target of lawsuits that could delay or prevent the Transaction from being consummated or result in significant additional costs. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against Coeur or SilverCrest in an attempt to delay or block the consummation of the Transaction or to seek other remedy, including additional monetary compensation. Even if the lawsuits are unsuccessful or meritless, significant financial resources and attention from management can be required to defend against these claims and proceedings may result in a delay to closing the Transaction. Such proceedings, among other events, could also subject the Company to negative press coverage or public scrutiny that could impact the ability of Coeur and SilverCrest to consummate the Transaction, as well as negatively impacting the Company’s existing business performance and operations.
Lawsuits that may be brought against Coeur, SilverCrest or their respective directors which could seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Arrangement Agreement already implemented and to otherwise enjoin the parties from consummating the Transaction. One of the conditions to the closing of the Transaction is that no law (including injunction or judgements) is in effect that makes the Transaction illegal or enjoins or prohibits Coeur or SilverCrest from consummating the Transaction. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Transaction, that injunction may delay or prevent the Transaction from being completed within the expected timeframe or at all, which may adversely affect Coeur’s and SilverCrest’s respective business, financial position, results of operations and cash flows.
In addition, political and public attitudes towards the Transaction could result in negative press coverage and other adverse public statements affecting Coeur or SilverCrest. There is an increasing level of public concern relating to the perceived effect of mining activities on indigenous communities. Local communities and stakeholders could become dissatisfied with our activities or with change in personnel following the Transaction. Adverse press coverage and other adverse statements could lead to investigations by regulators, legislators and law enforcement officials or in legal claims or otherwise negatively impact the ability of the combined company to take advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on the combined company’s business, financial condition and results of operations.
The issuance of a significant number of shares of Coeur common stock and a resulting "market overhang" could adversely affect the market price of our shares after completion of the Transaction.
At consummation of the Transaction, Coeur will issue shares of its common stock as consideration for the exchange of SilverCrest’s outstanding shares. The increase to the number of outstanding shares of Coeur’s common stock may impact the marketplace’s view of Coeur’s common stock and may lead to adverse changes in the stock’s trading volume and trading price. Conversely, failure to consummate the Transaction may also result in changes to the marketplace’s perception of our business and future strategy that adversely impact our stock’s trading volume and trading price.
Coeur is expected to incur significant transaction costs in connection with the Transaction, which may exceed those anticipated by Coeur.
Coeur expects to continue to incur costs related to the Transaction, as well as additional integration costs if the Transaction is completed. Such fees and expenses include, but are not limited to, financial advisor fees, legal fees, tax and accounting fees, filing and regulatory fees, soliciting fees, and other advisory services fees. Certain of these fees will be incurred regardless of whether the Transaction is completed, while additional fees will be incurred after closing of the Transaction, including for the integration of SilverCrest into Coeur. The timing and amount of fees and expenses to be incurred for the Transaction and post-closing integration of the companies is difficult to predict and may vary significantly from our initial projections.
The combined company may be unable to integrate the businesses of Coeur and SilverCrest successfully or realize the anticipated benefits of the Transaction.
The Company has entered into the Arrangement Agreement with the expectation that the Transaction will result in certain benefits for the combined company. These anticipated benefits are dependent, in part, on the successful integration of SilverCrest into Coeur, which is a complex process that includes strategic decisions on, among other factors, business strategy, staffing, and system integration. Coeur will not have the ability to exercise control over SilverCrest or its operations until the Transaction is completed. SilverCrest’s business and results of operations may be adversely impacted by events that are outside of our control prior to the completion of the Transaction and may adversely impact integration efforts or the financial results of the combined company after the Transaction is completed. The combined company’s performance may be adversely impacted if post-closing integration efforts are not able to be achieved in a timely manner or if the efficiencies and benefits contemplated are not able to be realized. Additionally, management focus on integration matters could result in less attention on the Company’s existing operations that could impact the performance of the Company’s existing business.
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SilverCrest’s public filings are subject to Canadian disclosure standards, which differ from SEC disclosure requirements.
Coeur and SilverCrest report financial results and mineral reserve and mineral resource estimates under different reporting standards. Coeur prepares its financial statements in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), while SilverCrest prepares its financial statements in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (“IFRS Accounting Standards”). Coeur’s mineral reserve and mineral resource estimates have been prepared in accordance with Item 1300 of SEC Regulation S-K, while SilverCrest’s mineral reserve and mineral resource estimates have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). These varying standards embody different approaches and definitions that could require adjustments, reclassifications, or other different treatment as SilverCrest’s financial statements and mineral reserve and mineral resource estimates are conformed to the standards applicable to the Company, including U.S. GAAP and Item 1300 of SEC Regulation S-K. Furthermore, we have not been involved in the preparation of SilverCrest’s financial statements or its mineral reserve and mineral resource estimates. Although Coeur and its advisors have conducted due diligence on SilverCrest, there can be no guarantee that Coeur is aware of all relevant information, including all potential liabilities of SilverCrest. Consummation of the Transaction and integration of SilverCrest may pose special risks, including one-time write-offs and unanticipated costs. Mineral reserve and resource estimates may be subject to adjustments that differ from the Company’s current expectations and be impacted by a number of factors, including different engineering and geological interpretations and judgements and different pricing assumptions. As a result, it is possible that certain benefits expected from the combination of Coeur and SilverCrest may not be realized.
The combined company will be an international company and will be exposed to political and social risks associated with its foreign operations.
The Company’s operations in Mexico currently expose us to certain economic and operational risks as disclosed in Item 1A – Risk Factors of the 2023 10-K. However, upon consummation of the Transaction, the Company’s exposure to those risks will increase due to the addition of SilverCrest’s operation in Mexico. Increased exposure to currency exchange movements, local economic conditions, local security concerns, and social and political risks associated with foreign operations could result in significant negative impacts on the Company, including to its future results of operations.
The trading price and volume of Coeur common stock may be volatile following the Transaction.
The trading price and volume of Coeur common stock may be volatile following completion of the Transaction. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock following combination of the companies. As a result, you may suffer a loss on your investment. Following the Transaction, many factors may impair the market for Coeur common stock and the ability of investors to sell shares at an attractive price and could also cause the market price and demand for Coeur common stock to fluctuate substantially, which may negatively affect the price and liquidity of Coeur common stock. Many of these factors and conditions are beyond the control of Coeur or its stockholders.
The consummation of the Transaction may result in one or more ratings organizations taking actions which may adversely affect Coeur's business, financial condition and operating results, as well as the market price of our common stock.
Rating organizations regularly analyze the financial performance and condition of companies and may reevaluate Coeur’s credit ratings following the consummation of the Transaction. Factors that may impact Coeur's credit ratings following consummation of the Transaction include debt levels, planned asset purchases or sales and near-term and long-term production growth, opportunities, liquidity, asset quality, cost structure, product mix and commodity pricing levels. If a ratings downgrade were to occur in connection with the Transaction, Coeur could experience higher borrowing costs in the future and more restrictive covenants which would reduce profitability and diminish operational flexibility. We cannot provide assurance that any of our current ratings will remain in effect following the consummation of the Transaction for any given period of time or that a rating will not be lowered by a rating agency if, in its judgment, circumstances so warrant.
The market price of our common stock may decline if large amounts of our common stock are sold following the Transaction and may be affected by factors different from those that historically have affected or currently affect the market price of our common stock.
The market price of our common stock may fluctuate significantly following completion of the Transaction and holders of our common stock could lose some or all of the value of their investment. If the Transaction is consummated, Coeur will issue shares of Coeur common stock to former SilverCrest shareholders. The Arrangement Agreement contains no restrictions on the ability of former SilverCrest shareholders to sell or otherwise dispose of such shares following completion of the Transaction. Former SilverCrest shareholders may decide not to hold the shares of Coeur common stock that they receive in
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the Transaction, and Coeur’s historic stockholders may decide to reduce their investment in Coeur as a result of the changes to Coeur’s investment profile as a result of the Transaction. These sales of our common stock (or the perception that these sales may occur) could have the effect of depressing the market price for our common stock. In addition, Coeur’s financial position after completion of the Transaction may differ from its financial position before the completion of the Transaction, and the results of Coeur’s operations and cash flows after the completion of the Transaction may be affected by factors different from those currently affecting its financial position or results of operations and cash flows, all of which could adversely affect the market price of Coeur common stock. Accordingly, the market price and performance of Coeur common stock is likely to be different from the performance of Coeur common stock prior to the Transaction. Furthermore, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, Coeur common stock, regardless of our actual operating performance.
The Las Chispas mine may become economically unfeasible.
As a result of the Transaction, Coeur’s business will be expanded to include the Las Chispas mine at 84656 Arizpe, Sonora, Mexico. There are risks inherent in operating a precious metals mine. The commercial viability of the Las Chsiaps operation hinges on various elements, including mining and processing costs, deposit characteristics such as size, grade, and infrastructure accessibility, as well as the cyclical nature of metal prices and governmental regulations. Factors such as weather events, permit issues, infrastructure failures, and community-related concerns also pose threats to Las Chispas. While the precise impact of these factors is uncertain, their convergence could render the Las Chispas mine economically unfeasible, potentially leading to closure.
The pendency of the Transaction may cause disruptions in our business, which could have an adverse effect on our business, financial condition or results of operations.
Parties with which we and SilverCrest do business may experience uncertainty associated with the Transaction, including with respect to current or future business relationships with us, SilverCrest or the combined company. Our and SilverCrest’s relationships may be subject to disruption as customers, suppliers and other persons with whom we and SilverCrest have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us or SilverCrest, as applicable, or consider entering into business relationships with parties other than us or SilverCrest. In addition, our current and prospective associates may experience uncertainty about their future roles, which might adversely affect our ability to attract and retain key personnel and key management and other employees may be difficult to retain or may become distracted from day-to-day operations because matters related to the Transaction may require substantial commitments of their time and resources. These disruptions could have an adverse effect on the results of operations, cash flows and financial position of Coeur, SilverCrest or the combined company following the completion of the Transaction, including an adverse effect on our ability to realize the expected benefits of the Transaction. The risk, and adverse effect, of any disruption could be exacerbated by a delay in the completion of the Transaction or the termination of the Arrangement Agreement.
Item 4.Mine Safety Disclosures
Information pertaining to mine safety matters is reported in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act in Exhibit 95.1 attached to this Form 10-Q.
Item 5. Other Information
(c) Trading Plans During the quarter ended September 30, 2024, no director or Section 16 officer adopted, modified or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K).
Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101).
*The following financial information from Coeur Mining, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in XBRL (Extensible Business Reporting Language): Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Comprehensive Income (Loss), Condensed Consolidated Statements of Cash Flows and Condensed Consolidated Statement of Changes in Stockholders' Equity.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COEUR MINING, INC.
(Registrant)
Dated
November 6, 2024
/s/ Mitchell J. Krebs
MITCHELL J. KREBS
Chairman, President and Chief Executive Officer (Principal Executive Officer)
Dated
November 6, 2024
/s/ Thomas S. Whelan
THOMAS S. WHELAN
Senior Vice President and Chief Financial Officer (Principal Financial Officer)