UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
|X| | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 |
OR
|_| | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to |
Commission File Number 1-8641
COEUR D'ALENE MINES CORPORATION |
(Exact name of registrant as specified in its charter) |
Idaho |
82-0109423 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
505 Front Ave., P. O. Box "I" | |
Coeur d'Alene, Idaho |
83816 |
(Address of principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (208) 667-3511
Securities Registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Name of Each Exchange on Which Registered |
Common Stock, par value $1.00 per share |
New York Stock Exchange/Toronto Stock Exchange/Pacific Stock Exchange |
1 1/4% Convertible Senior Notes due January 15, 2024 |
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes X No .
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. (The aggregate market value is computed by reference to the price at which the common equity was last sold as of the last business day of the registrants most recently completed second fiscal quarter.)
$866,530,918
Indicate the number of shares outstanding of each of the registrants classes of common stock, as of March 15, 2005.
240,015,206 shares of Common Stock, Par Value $1.00
DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Part III of the Form 10-K is incorporated by reference from the registrants definitive proxy statement which will be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.
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TABLE OF CONTENTS
PART I | |
Item 1. | Business |
Item 2. | Properties. |
Item 3. | Legal Proceedings. |
Item 4. | Submission of Matters to a Vote of Security Holders. |
Item 4A. | Executive Officers of the Registrant. |
PART II | |
Item 5. | Market for Registrant's Common Equity Related Stockholder Matters and Issuer Purchases of |
Equity Securities | |
Item 6. | Selected Financial Data |
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of |
Operations | |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Item 8. | Financial Statements and Supplementary Data |
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial |
Disclosure | |
Item 9A. | Controls and Procedures |
Item 9B. | Other Information |
PART III | |
Item 10. | Directors and Executive Officers of the Registrant |
Item 11. | Executive Compensation |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder |
Matters | |
Item 13. | Certain Relationships and Related Transactions |
Item 14. | Principal Accountant Fees and Services |
PART IV | |
Item 15. | Exhibits and Financial Statement Schedules |
SIGNATURES | |
CERTIFICATIONS OF CEO AND CFO |
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Coeur dAlene Mines Corporation is the largest primary silver producer in North America and is engaged, through its subsidiaries, in the operation and/or ownership, development and exploration of silver and gold mining properties and companies located primarily within the United States (Nevada, Idaho and Alaska) South America (Chile, Argentina and Bolivia) and Africa (Tanzania). Coeur dAlene Mines Corporation and its subsidiaries are hereinafter referred to collectively as Coeur or the Company.
The Companys most significant operating and development-stage mining properties and interests are:
| The Rochester Mine is a silver and gold surface mining operation located in northwestern Nevada and is 100% owned and operated by Coeur. It is one of the largest primary silver mines in the United States. During 1999, the Company acquired the mineral rights to the Nevada Packard property, which is located one and one-half miles south of the Rochester mine, and commenced mining there in the first quarter of 2003. |
| Coeur owns 100% of the Cerro Bayo Mine in southern Chile, which is a high grade gold and silver underground mine. The Cerro Bayo deposit was discovered during 2000. Initial mining operations commenced in late 2001 and processing started in April 2002. The Company carries on an active exploration program on the 103 mile property package. |
| Coeur owns 100% of the capital stock of Compania Minera Polimet, S.A. (Polimet) in Argentina, which owns and operates the high-grade Martha silver mine located 270 miles southeast of the Cerro Bayo Mine in Chile. Mining operations commenced at the Martha Mine in June 2002. |
| Coeur owns 100% of the capital stock of Coeur Silver Valley (Silver Valley), which owns and operates the Galena underground silver mine and owns the adjacent Coeur underground silver mine that discontinued operations on July 2, 1998. In addition, Silver Valley owns the Caladay property that adjoins the Galena Mine and has operating control of several contiguous exploration properties in the Coeur dAlene Silver Mining District of Idaho. |
| Coeur owns 100% of Empressa Minera Manquiri S.A. (Manquiri), a Bolivian company that controls the mining rights for the San Bartolome project, which is a silver property in Bolivia where an updated feasibility study was completed in 2004 and construction activities have commenced. It is estimated that the San Bartolome project will commence production in the second half of 2006. |
| The Company owns 100% of the Kensington Property, located north of Juneau, Alaska, which is a development-stage property where an updated feasibility study was completed during 2004. In the fourth quarter of 2004, the US Forest Service issued its Record of Decision for the Final Supplemental Environmental Impact Statement (FSEIS) which was appealed by an environmental group. The appeal was denied by the U.S. Forest Service on March 23, 2005. It is expected that the remaining permits will be received in the first half of 2005 and that construction could commence and that the project may begin commercial production in 2006. |
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Coeur also has interests in other properties which are subject to silver or gold exploration activities at which no mineable ore reserves have yet been delineated.
The Company, either directly or through wholly-owned subsidiaries, owns, leases and has interests in certain exploration-stage mining properties located in the United States, Chile, Argentina, Bolivia and Tanzania. In keeping with its overall efforts to focus its resources, the Company conducted the majority of its exploration activities during 2004 on or near existing properties where infrastructure and production facilities are already in place. During 2004, the Company significantly increased its exploration activities. During 2005, the Company expects exploration expenses of approximately $10.8 million.
Our recent performance results include:
| silver production of 14.1 million ounces in 2004 compared to 14.2 million ounces in 2003; |
| gold production of 129,332 ounces in 2004 compared to 119,518 ounces in 2003; |
| cash cost per silver ounce of $3.66 in 2004, compared to $3.27 in 2003; |
| realized silver prices of $6.82 per ounce in 2004 compared to $4.89 per ounce in 2003 (the market price for silver (according to Handy & Harman) on March 15, 2005 was $7.40 per ounce); |
| realized gold prices of $410 per ounce in 2004 compared to $345 per ounce in 2003 (the closing market price for gold (according to London Gold Market Fixing Ltd.s London Final) on March 15, 2005 was $441 per ounce); |
| total year-end ore reserves measure 196.2 million ounces of silver, a 12% increase over 2003s level, and 1.4 million ounces of gold; |
| completed an updated feasibility study at the San Bartolome project and commenced construction activities; |
| completed an updated feasibility study at the Kensington gold project and obtained a Record of Decision from the lead government agency, the U.S. Forest Service; and |
| completed a public underwriting of $180 million of 1 ¼% Convertible Senior Notes due January 2024 and the underwriting of 26.6 million common shares, thereby increasing the Companys cash, cash equivalents and short-term investments to $322 million at December 31, 2004. |
The Companys business strategy is to capitalize on the ore reserve/mineralized material bases located at its operating mines and the expertise of its management team to continue as the worlds leading primary silver production company through long-term, cash flow generating growth. The principal elements of the Companys business strategy are to: (i) increase the Companys silver production and reserves in order to remain the nations largest primary silver producer and one of the worlds larger primary silver producers; (ii) decrease cash costs and increase production at the Companys existing silver mining operations; (iii) transform development-stage properties into producing mines; (iv) acquire operating mines, exploration and/or development properties with a view to reducing the Companys cash and total costs, provide short-term positive cash flow return and expand its silver production base and reserves; and (v) continue to explore for new silver and gold discoveries primarily near its existing mine sites and evaluate new opportunities to expand its production through acquisitions and exploration.
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The Rochester Mine, Cerro Bayo/Martha Mine and Silver Valleys Galena Mine, each operated by the Company, constituted the Companys principal sources of mining revenues in 2004. The following table sets forth information regarding the percentage contribution to the Companys total revenues (i.e., revenues from the sale of concentrates and doré plus other income) by the sources of those revenues during the past five years:
Mine/Company |
Coeur Percentage Ownership at December 31, 2004 |
Percentage of Total Revenues in Years Ended December 31, | ||||||||||||||||||
2004 |
2003 |
2002 |
2001 |
2000 |
||||||||||||||||
Rochester Mine | 100 | % | 47.2 | % | 39.9 | % | 54.1 | % | 68.2 | % | 51.3 | % | ||||||||
Cerro Bayo/Martha Mines(1) | 100 | 33.1 | 43.7 | 15.2 | 0.2 | 9.6 | ||||||||||||||
Galena Mine | 100 | 17.6 | 14.9 | 26.4 | 22.0 | 17.0 | ||||||||||||||
Petorca Mine(2) | -- | -- | -- | -- | 7.0 | 6.5 | ||||||||||||||
Yilgarn Star Mine(3) | -- | -- | -- | -- | (1.2 | ) | 9.2 | |||||||||||||
Other | -- | 2.1 | 1.5 | 4.3 | 3.8 | 6.4 | ||||||||||||||
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||
(1) | The Company closed the original Fachinal Mine in 2000 and subsequently commenced operations at the Cerro Bayo Mine, located within the same property package but to the east of Fachinal, in April 2002. Revenues include the sale of production from the Martha mine. |
(2) | The Company closed the Petorca Mine in August 2001 and sold its interest on August 30, 2002. The Companys interest in the Petorca Mine was 100% prior to the sale. |
(3) | Coeurs interest in Gasgoynes revenue was 50% during the above periods prior to the Companys sale of Gasgoyne on February 7, 2001. The Companys interest in Gasgoyne was reported in accordance with the equity method. |
The following sets forth definitions of certain important mining terms used in this report.
Cash Costs are costs directly related to the physical activities of producing silver and gold, and include mining, processing and other plant costs, third-party refining and smelting costs, marketing expense, on-site general and administrative costs, royalties, in-mine drilling expenditures that are related to production and other direct costs. Sales of by-product metals, including gold, are deducted from the above in computing cash costs per ounce. Cash costs exclude depreciation, depletion and amortization, corporate general and administrative expense, exploration, interest, and pre-feasibility costs and accruals for mine reclamation. Cash costs are calculated and presented using the Gold Institute Production Cost Standard applied consistently for all periods presented.
Concentrate is a product containing the valuable metal and from which most of the waste material in the ore has been eliminated.
Cut-off Grade is the lowest grade of mineral resource considered economic; used in the calculation of reserves in a given deposit.
Cyanidation is a method of extracting gold or silver by dissolving it in a weak solution of sodium or potassium cyanide.
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Dilution is an estimate of the amount of waste or low-grade mineralized rock which will be mined with the ore as part of normal mining practices in extracting an ore body.
Doré is unrefined gold and silver bullion bars which contain gold, silver and minor amounts of impurities which will be further refined to almost pure metal.
Gold is a metallic element with minimum fineness of 999 parts per 1000 parts pure gold.
Heap Leaching Process is a process of extracting gold and silver by placing broken ore on an impermeable pad and applying a diluted cyanide solution that dissolves a portion of the contained gold and silver, which are then recovered in metallurgical processes.
Mineralized Material is gold and silver bearing material that has been physically delineated by one or more of a number of methods including drilling, underground work, surface trenching and other types of sampling. This material has been found to contain a sufficient amount of mineralization of an average grade of metal or metals to have economic potential that warrants further exploration evaluation. While this material is not currently or may never be classified as reserves, it is reported as mineralized material only if the potential exists for reclassification into the reserves category. This material cannot be classified in the reserves category until final technical, economic and legal factors have been determined. Under the United States Securities and Exchange Commissions standards, a mineral deposit does not qualify as a reserve unless the recoveries from the deposit are expected to be sufficient to recover total cash and non-cash costs for the mine and related facilities and make a profit.
Noncash Costs are costs that are typically accounted for ratably over the life of an operation and include depreciation, depletion and amortization of capital assets, accruals for the costs of final reclamation and long-term monitoring and care that are usually incurred at the end of mine life, and the amortization of the economic cost of property acquisitions, but exclude amortization of deferred tax purchase adjustments relating to property acquisitions.
Ore Reserve is the part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.
Probable Reserve is a part of a mineralized deposit which can be extracted or produced economically and legally at the time of the reserve determination. The quantity and grade and/or quality of a probable reserve is computed from information similar to that used for a proven reserve, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation. Mining dilution has been factored into the estimation of probable reserves. The Company used a price estimate of $6.00 per ounce for silver, and $390 per ounce for gold (except for Kensington which used $375 per ounce for gold) in estimating probable reserves at December 31, 2004.
Proven Reserves are a portion of a mineral deposit which can be extracted or produced economically and legally at the time of the reserve determination. The quantity of a proven reserve is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and the sites for inspections, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of a proven reserve is well-established. Mining dilution has been factored into the estimation of proven reserves. The Company used a price estimate of $6.00 per ounce for silver and $390 per ounce for gold (except for Kensington which used $375 per ounce for gold) in estimating proven reserves at December 31, 2004.
Run-of-mine Ore is mined ore which has not been subjected to any pretreatment, such as washing, sorting or crushing prior to processing.
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Silver is a metallic element with minimum fineness of 995 parts per 1000 parts pure silver.
Stripping Ratio is the ratio of the number of tons of waste material to the number of tons of ore extracted at an open-pit mine.
Ton means a short ton which is equivalent to 2,000 pounds, unless otherwise specified.
Total Cash Costs per Ounce are calculated by dividing the cash costs computed for each of the Companys mining properties for a specific period by the amount of gold ounces or silver ounces produced by that property during that same period. Management uses cash costs per ounce produced as a key indicator of the profitability of each of its mining properties. Gold and silver are sold and priced in the world financial markets on a US dollar per ounce basis. By calculating the cash costs from each of the Companys mines on the same unit basis, management can easily determine the gross margin that each ounce of gold and silver produced is generating. While this represents a key indicator of the performance of the Companys mining properties you are cautioned not to place undue reliance on this single measurement. To fully evaluate a mines performance, management also monitors US GAAP based profit/(loss), depreciation and amortization expenses and capital expenditures for each mine as presented in Note P Segment Information in the Notes to the Companys Consolidated Financial Statements. Total cash costs per ounce is a non-GAAP measurement and investors are cautioned not to place undue reliance on it and are urged to read all GAAP accounting disclosures presented in the consolidated financial statements and accompanying footnotes.
Total production costs are the sum of cash costs and noncash costs.
This report contains numerous forward-looking statements relating to the Companys gold and silver mining business, including estimated production data, expected operating schedules, expected capital costs and other operating data and permit and other regulatory approvals. 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 production, operating schedules, results of operations, ore reserve and resource estimates and other projections and estimates 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 below under this Item 1, (ii) the risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions), (iii) changes in the market prices of gold and silver, (iv) the uncertainties inherent in the Companys production, exploratory and developmental activities, including risks relating to permitting and regulatory delays, (v) the uncertainties inherent in the estimation of gold and silver ore reserves, (vi) changes that could result from the Companys future acquisition of new mining properties or businesses, (vii) the effects of environmental and other governmental regulations, and (viii) the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries. 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.
Rochester Mine
The Rochester Mine is a silver and gold surface mine located in Pershing County, Nevada, which is located approximately 25 road miles northeast of Lovelock. The mine commenced operations in 1986. The Company owns 100% of the Rochester Mine by virtue of its 100% ownership of its subsidiary, Coeur Rochester, Inc. (Coeur Rochester). The property consists of 22 patented and 580 unpatented contiguous mining claims and 54 mill-site claims totaling approximately 11,000 acres.
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Production at Rochester in 2004 was approximately 5.7 million ounces of silver and 69,456 ounces of gold, compared to 5.6 million ounces of silver and 52,363 ounces of gold in 2003. Cash costs per ounce of silver decreased by 16% to $3.93 per ounce in 2004, compared to $4.67 per ounce in 2003.
During 2003, we relocated and upgraded our existing crushing facility to access a portion of the reserves contained underneath the existing crusher and to expand our leach pad at a cost of approximately $11.3 million. As a result, during 2003, production was lower and per ounce operating costs were higher than historically experienced. We completed the crusher relocation project during the fourth quarter of 2003 and commenced loading higher-grade ores on the leach pad.
The mine utilizes the heap leaching process to extract both silver and gold from ore mined using conventional open pit methods. Approximately 52,925 tons of ore and waste per day were mined in 2004, compared to 50,075 tons per day in 2003. The average ore to waste strip ratio for the remaining life of the mine will vary based primarily on future gold and silver prices; however, it is anticipated to be less than 1:1.
Ore is crushed and transported by conveyor to a loadout facility where it is transferred to 150 ton trucks which transport the crushed ore to leach pads where solution is applied via drip irrigation to dissolve the silver and gold contained in the ore. Certain low-grade ores are hauled directly, as run-of-mine, by 100 ton haul trucks to leach pads where solution is applied to dissolve the silver and gold contained in the ore. The solutions containing the dissolved silver and gold are pumped to a processing plant where zinc precipitation is used to recover the silver and gold from solution.
Based upon actual operating experience and certain metallurgical testing, the Company estimates ultimate recovery rates of between 59% and 61.5% for silver, depending on the ore being leached, and 93% for gold on crushed ore. The leach cycle at the Rochester Mine requires leaching to the year 2011 for all recoverable metal to be recovered. However, a significant proportion of metal recovery occurs in the early years.
At the Nevada Packard satellite deposit, located south of the Rochester deposit, the Company commenced mining of this silver deposit in the first quarter of 2003.
The Companys capital expenditures at the Rochester Mine totaled approximately $3.5 million in 2004. During 2003, the Company relocated and upgraded its existing crushing facility, at a capital cost of $9.2 million, in order to access a portion of the reserves contained underneath the existing crusher. The Company plans capital expenditures at the Rochester Mine of $1.4 million in 2005.
Asarco Incorporated (Asarco), the prior lessee, had a net smelter royalty interest which is payable only when the market price of silver equals or exceeds $19.92 per ounce up to maximum rate of 5%. No royalties were required to be paid by the Company during the three years ended December 31, 2004.
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2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Tons (000's) | 23,998 | 32,563 | 46,946 | ||||||||
Ounces of silver per ton | 0.86 | 0.91 | 0.85 | ||||||||
Contained ounces of silver (000's) | 20,731 | 29,596 | 39,717 | ||||||||
Ounces of gold per ton | 0.009 | 0.009 | 0.008 | ||||||||
Contained ounces of gold | 213,000 | 283,000 | 365,000 |
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Tons (000's) | 35,064 | 40,328 | 33,756 | ||||||||
Ounces of silver per ton | 0.86 | 0.77 | 0.77 | ||||||||
Ounces of gold per ton | 0.005 | 0.006 | 0.009 |
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Production | |||||||||||
Tons ore mined (000's) | 10,751 | 6,626 | 6,310 | ||||||||
Tons crushed/leached (000's) | 8,976 | 7,324 | 9,185 | ||||||||
Ore grade silver (oz./ton) | 0.74 | 0.94 | 0.83 | ||||||||
Ore grade gold (oz./ton) | 0.009 | 0.005 | 0.006 | ||||||||
Silver produced (oz.) | 5,669,074 | 5,585,385 | 6,417,792 | ||||||||
Gold produced (oz.) | 69,456 | 52,363 | 71,905 | ||||||||
Cost per Ounce of Silver | |||||||||||
Cash costs(2) | $ | 3.93 | $ | 4.67 | $ | 2.99 | |||||
Noncash costs | 1.73 | 0.91 | 0.76 | ||||||||
Total production costs | $ | 5.66 | $ | 5.58 | $ | 3.75 |
(1) | Metal prices used were $6.00 per ounce of silver and $390 per ounce of gold in 2004. |
(2) | Total cash costs per ounce of silver or gold represent a non-U.S. GAAP measurement that management uses to monitor and evaluate the performance of its mining operations. See Item 7: Managements Discussion and Analysis of Financial Condition and Results of Operations; Total Production and Reserves for reconciliation of this non-GAAP measure to GAAP production costs. |
Coeur Silver Valley
The Coeur dAlene Mining District of Idaho is one of the richest silver mining districts in the world. Coeur Silver Valley is a wholly-owned subsidiary of the Company which owns and operates the Galena underground silver mine, an operating mine, and the Coeur and Caladay properties, that adjoin to the Galena mine, located in the heart of the Coeur dAlene Mining District. Coeur Silver Valleys property consists of 6,131 acres of Company-owned fee land, patented mining claims and unpatented claims in addition to 4,800 acres of leased claims. Silver Valley recommenced operations at the Coeur mine in June 1996 and continued mining existing reserves there through July 2, 1998 when known reserves were depleted. Silver Valley resumed production at the Galena Mine in May 1997 and operations continue. We believe that there are significant opportunities in the exploration of Silver Valley and the surrounding area, in addition to site expansion and consolidation. During the second half of 2003, we commenced a three-year optimization plan designed to locate, develop and mine additional resources believed to exist on the property which, if successful, could result in an annual production level of approximately seven million ounces of silver.
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Silver Valley plans to continue exploration and development activities at the Galena, Coeur and Caladay Mines as well as at several contiguous properties in the Coeur dAlene Mining District with a view toward the development of new silver reserves. During 2004, we spent $1.6 million for exploration activities at the Galena mine. Initially, we selected seven exploration targets for testing and added four additional targets in the year. At mid-year we announced the discovery of new mineralization at the 4000 Level of the Polaris Fault and the 2400 Upper Country Silver Vein. In the third quarter, we commenced definition drilling at the 4300 to 4600 Silver vein target. In the third quarter of 2004 our initial drilling on the Deep Coeur target intersected an extension of the 483 vein in five of eight holes with thin, high-grade silver (0.9 feet at 51.3 ounces of silver per ton) intersected in one hole. In addition, based on our analysis of the existing Galena mine underground workings and drilling results on the Galena mine property, we believe that geologic conditions similar to those at the Galena mine may extend into the adjacent Caladay property providing future exploration opportunities. During 2004, drilling at the Galena mine succeeded in identifying approximately 3.4 million new ounces of reserves and mineralized material. Overall, reserves decreased at Galena due to mining depletion, higher operating costs and external smelter and refinery costs which resulted in an overall increase in the ore reserve cutoff grade.
Galena Mine
The Galena Mine property is located immediately west of the City of Wallace in Shoshone County in northern Idaho. The property consists of 52 patented mining claims and 25 unpatented mining claims totaling approximately 1,100 acres.
The Galena Mine is an underground silver-copper mine and is served by two vertical shafts. The No. 3 shaft is the primary production shaft and is 5,800 feet deep. The Galena shaft primarily provides utility access for water, electrical power and sand backfill for underground operations down to the 2,400 level.
The mine utilizes conventional and mechanized cut and fill mining methods with sand backfill to extract ore from the high grade silver-copper vein deposits that constitute the majority of the ore reserves. Silver and copper are recovered by a flotation mill that produces a silver rich concentrate which is sold to third-party smelters in Canada. Silver recovery through the mill averaged 97% in 2004 and 96% in 2003.
Waste material from the milling process is deposited in a tailings pond located approximately two miles from the minesite. The tailings containment pond, which is expanded on an as needed basis, has capacity for approximately eight additional years at current production rates.
Silver production at the Galena Mine in 2004 was approximately 3.5 million ounces of silver compared to 3.7 million ounces in 2003. During 2004, silver production was adversely affected by lower production grades in the third and fourth quarters as mining operations adjusted to changing geological ground conditions in the more productive mining areas.
Total cash costs for 2004 increased to $5.46 per ounce compared to $4.66 per ounce in 2003. The higher cash costs are the result of lower-grade ore and the conversion to higher-cost mining methods needed to accommodate ground conditions in certain mining areas during 2004. Also contributing to the higher costs were increased development and mine repair in connection with the ongoing optimization plan.
Total capital expenditures by Silver Valley at the Galena Mine in 2004 were $2.2 million and the Company plans for capital expenditures of approximately $3.8 million for the Galena Mine during 2005.
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2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Tons (000's) | 718 | 717 | 952 | ||||||||
Ounces of silver per ton | 18.84 | 21.54 | 23.09 | ||||||||
Contained ounces of silver (000's) | 13,518 | 15,432 | 21,987 |
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Tons (000's) | 2,169 | 2,252 | 2,259 | ||||||||
Ounces of silver per ton | 10.92 | 10.94 | 11.56 |
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Production | |||||||||||
Tons ore milled | 169,413 | 164,732 | 238,780 | ||||||||
Ore grade silver (oz./ton) | 21.43 | 23.61 | 23.34 | ||||||||
Recovery (%) | 97 | 96 | 95 | ||||||||
Silver produced (oz.) | 3,521,813 | 3,735,663 | 5,302,721 | ||||||||
Cost per Ounce of Silver | |||||||||||
Cash costs(3) | $ | 5.46 | $ | 4.66 | $ | 4.25 | |||||
Noncash costs | 0.56 | 0.37 | 0.75 | ||||||||
Total production costs | $ | 6.02 | $ | 5.03 | $ | 5.00 |
(1) | The Galena Mine reserve estimate is based on a minimum mining width of 4 to 4.5 feet diluted to 5.0 feet minimum width for most silver-copper and silver-lead veins. Metal prices used in 2004 were $6.00/ounce of silver, $390/ounce of gold, $0.92/pound of copper, and $0.27/pound of lead. |
(2) | Mineralized material includes both the Galena and Coeur mines. |
(3) | Total cash costs per ounce of silver or gold represent a non-U.S.-GAAP measurement that management uses to monitor and evaluate the performance of its mining operations. See Item 7: Managements Discussion and Analysis of Financial Condition and Results of Operations; Total Production and Reserves for reconciliation of this non-GAAP measure to GAAP production costs. |
Coeur Mine
The Coeur Mine is an underground silver mine located adjacent to the Galena Mine in the Coeur dAlene Mining District in Idaho, and consists of approximately 868 acres comprised of 38 patented mining claims and four unpatented mining claims.
The Coeur Mine operated until mid-1998 when the property was placed on care and maintenance. While there was no mining activity at the Coeur mine in 2004, the Company believes that significant potential exists to discover additional high grade silver veins beneath the current limit of the underground workings. In addition, the Coeur Mine is connected to the Galena Mine, thus any future discoveries at either mine could be efficiently developed and processed at either facility. This connection is currently being utilized to provide ventilation and secondary access to the Galena Mine.
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Caladay Property
The Caladay property adjoins the Galena Mine. Prior to its acquisition by the Company in 1991, approximately $32.5 million was expended on the property to construct surface facilities, a 5,101 ft. deep shaft and associated underground workings to explore the property. Based on Silver Valleys analysis of existing Galena Mine underground workings and drilling results on the Galena Property, the Company now knows that similar geologic conditions which exist at the Galena mine extend into the Caladay property below the level of the current Caladay workings. In addition, the Caladay facilities are used to benefit the Galena Mine operations, by providing additional ventilation.
During the fourth quarter of 2002, the Company performed an impairment review on the Silver Valley property and determined that its carrying amount was impaired at December 31, 2002 based on changes to its overall mine plan and a then reduced long-term silver price estimate of $5.00 per ounce. As a result, the Company recorded an impairment loss of $19.0 million as of that date.
Chile Cerro Bayo Mine
The Cerro Bayo property covers about 103 square miles and is located south of Coyhaique, the capital of Region XI in southern Chile, and approximately 17 miles west of the town of Chile Chico. The project lies on the east side of the Andes mountain range at an elevation ranging from 600 to 4,500 feet and is serviced by a gravel road from Chile Chico. The Cerro Bayo property contains multiple epithermal veins containing gold and silver. The Company has been granted exploitation concessions (the Chilean equivalent to an unpatented claim except that the owner does not have title to the surface which must be separately acquired from the surface owner) covering the mineralized areas of the property as well as the necessary surface rights to permit mining.
Construction of two ramps to intersect the high-grade Lucero Vein in the Cerro Bayo deposit commenced in November 2001 and was completed in February 2002. Additional mineralized high-grade gold and silver vein systems were discovered, referred to as the Luz Eliana, Celia, Soledad East and Andrea, in addition to a mineralized loop of the main Lucero vein. Completion of the two access ramps provided new geological information which has facilitated new vein discoveries.
The ore processing mill at the Cerro Bayo Mine uses the standard flotation process to produce a high grade gold and silver concentrate. The concentrate processed at this mill is sold to third-party smelters, primarily in Japan. The mill has a design capacity of 1,650 tons per day. During 2004, the Company experienced recovery rates of approximately 92% for gold and 94% for silver. Electrical power is generated on-site by diesel generators and process water is obtained from a combination of the adjacent General Carrera Lake and from tailings re-circulation.
During 2004, the Company continued its exploration and development program at the Cerro Bayo vein system, which is located approximately nine miles east of the processing facilities. In 2004, we spent approximately $4.1 million for exploration and completed over 250,000 feet of core drilling. Silver reserves at December 31, 2004, after giving effect to 2005 mine production, increased by 316% to 6.11 million ounces, giving effect to 2004 mine production, and gold reserves increased by 372% to 0.12 million ounces from 2003, giving effect to past production.
In 2005, we expect to spend $3.9 million for exploration at Cerro Bayo. This investment represents the second year of a three-year exploration plan designed to achieve a reserve and mineralized material level equal to at least three years of production. Developing mineable reserves beyond a three-year time horizon is not practical, nor cost effective, given the nature of our vein deposits, as is the case with other high grade mines.
13
Numerous epithermal veins located within the 118 square mile property package in the Cerro Bayo district offer exploration and development opportunities for us. To date, we have discovered over 100 veins, including a number of veins with strike length, width and grade greater than previously encountered in the district, the majority of which are located within nine miles of our existing ore processing facilities. We have focused our recent exploration efforts to date on those veins within the prospective Cerro Bayo trend. Of particular interest from 2004 exploration was the discovery of the Lourdes Norte and Mercedes veins covered by post-mineral gravel and of the new Celia Este and Myriam veins which are located proximal to existing veins. Discovery of covered (blind) veins will be a significant part of future exploration at Cerro Bayo.
Total capital expenditures at the Cerro Bayo property in 2004 were $2.5 million and the Company plans approximately $2.7 million of additional capital expenditures there in 2005.
Mining operations at the previously operated nearby Fachinal Mine, on the west side of the Companys concessions, which consisted of both surface and underground mining, were discontinued in December 2000. The Company turned its focus on the development of the Cerro Bayo vein deposits, discovered approximately nine miles to the east of Fachinal. The Company changed the name of the property to the Cerro Bayo Mine in late 2001 and re-commenced production in 2002.
Argentina Martha Mine
In April 2002, the Company acquired 145,000 acres of prospective ground including the Martha high-grade underground silver mine located in Argentina, approximately 270 miles southeast of the Cerro Bayo Mine, for $2.5 million. In June 2002, Coeur commenced shipping Marthas high-grade ore to the Cerro Bayo Mine for processing. Since we commenced production at the Martha Mine, we have mined 64,900 tons of ore with an average grade of 74.5 silver ounces per ton on 0.1 gold ounces per ton. Like Cerro Bayo, silver and gold are hosted in multiple, epithermal veins at the Martha Mine though Martha ore is of much higher silver grade than Cerro Bayo.
We transport ore mined at the Martha Mine by truck for processing at the Cerro Bayo mill, which is located 270 miles northwest of the Martha Mine. The transport costs to ship the ore to the Cerro Bayo mill from the Martha Mine have necessitated a focus on the highest grade portions of the veins discovered at the Martha Mine; however, lower grade mineralized material exists, but is not included in reserves.
In June 2002, we commenced shipping of high-grade Martha Mine ore to the Cerro Bayo mill. All of the production came from the Martha vein, which was one of six known veins on the Martha Mine property prior to our acquisition of the property. Also in 2002, exploration discovered both extensions of the Martha Mine vein and the R4 Zone within the vein, which is located only 300 feet southwest of the main Martha Mine mining areas. During 2004, we spent $2.3 million on exploration at the Martha Mine.
In 2004, similar to Cerro Bayo, we embarked on the first year of a three-year exploration program to extend the mine life at the Martha Mine to three years. As part of this program we added approximately 20 square miles of land to our concessions. During 2005, we expect to spend $2.7 million on exploration for the discovery of new mineralization and reserve development, across our large land holdings which exceed 530 square miles in size In 2004, we announced the discovery of two new, high-grade veins at Martha named Francisca and Catalina. Work in the coming year will focus on expanding those discoveries and exploration for additional silver and gold mineralized veins and structures. Silver reserves at December 31, 2004 increased by 290% to 3.93 million ounces from 2003. Since the acquisition of the Martha Mine, we have increased ore reserves (including production) by over 320% through focused exploration and evaluation drilling. Based on reserves and mineralized material discovered to date, the mine life at the Martha Mine has been extended to at least mid 2006.
14
The Martha Mine property is large, covering 225 square miles of prospective geology for silver and gold mineralization. To date, we have focused our exploration on the immediate Martha Mine area which covers just 100 acres. In addition, we own about another 305 square miles of exploration stage properties in the Santa Cruz province of southern Argentina which we identified, through our reconnaissance activities as containing good prospective geology.
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Tons (000's) | 919 | 661 | 993 | ||||||||
Ounces of silver per ton | 10.92 | 10.18 | 13.39 | ||||||||
Contained ounces of silver (000's) | 10,039 | 6,726 | 13,293 | ||||||||
Ounces of gold per ton | 0.13 | 0.14 | 0.14 | ||||||||
Contained ounces of gold | 120,500 | 95,000 | 141,000 |
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Tons (000's) | 3,903 | 3,499 | 1,067 | ||||||||
Ounces of silver per ton | 5.21 | 5.32 | 7.94 | ||||||||
Ounces of gold per ton | 0.08 | 0.10 | 0.12 |
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Production | |||||||||||
Tons ore milled | 487,217 | 497,151 | 346,592 | ||||||||
Ore grade gold (oz./ton) | 0.134 | 0.151 | 0.155 | ||||||||
Ore grade silver (oz./ton) | 10.77 | 10.67 | 10.02 | ||||||||
Recovery gold (%) | 92 | 90 | 87 | ||||||||
Recovery silver (%) | 94 | 92 | 90 | ||||||||
Gold produced (oz.) | 59,876 | 67,155 | 45,209 | ||||||||
Silver produced (oz.) | 4,944,261 | 4,868,854 | 3,112,169 | ||||||||
Cash costs (3) | $ | 2.07 | $ | 0.60 | $ | 0.38 | |||||
Noncash costs | 1.26 | 1.93 | 1.48 | ||||||||
Total production costs | $ | 3.33 | $ | 2.53 | $ | 1.86 |
(1) | Production statistics, proven and probable ore reserves and mineralized material include the Martha mine. Metal prices used were $6.00/ounce of Ag and $390/ounce of Au. |
(2) | Processing at Cerro Bayo commenced in April 2002 and mining operations at Martha commenced in June 2002. There are no processing facilities at the Martha Mine; therefore the ore is transported to Cerro Bayo. Due to the relationship, the Cerro Bayo and Martha production and financial statements are consolidated for reporting purposes. |
(3) | Total cash costs per ounce of silver or gold represent a non-U.S.-GAAP measurement that management uses to monitor and evaluate the performance of its mining operations. See Item 7: Managements Discussion and Analysis of Financial Condition and Results of Operations; Total Production and Reserves for reconciliation of this non-GAAP measure to GAAP production costs. |
Although the governments of Chile and Argentina have been relatively stable in recent years, the ownership of property in a foreign country may be subject to the risk of expropriation or nationalization with inadequate compensation. Any foreign operation or investment may also be adversely affected by exchange controls, currency fluctuations, taxation and laws or policies of particular countries as well as laws and policies of the United States affecting foreign trade, investment and taxation.
15
Chile Petorca Mine
Prior to Coeurs sale of the Petorca Mine on August 30, 2002, Coeur owned 100% of the mine which was located on approximately 34,000 acres in the western Andean foothills approximately 90 miles north of Santiago, Chile. Operations at Petorca were terminated in August 2001 and bids were solicited for the sale of Petorca. On August 30, 2002, the Company sold its interest in the Petorca Mine and reported a gain of $1.4 million.
Bolivia The San Bartolome Project
Coeur acquired 100% of the equity in Empressa Miner Manquiri S.A. (Manquiri) from Asarco on September 9, 1999. Manquiris principal asset is the mining rights in the San Bartolome project, a silver property located near the city of Potosí, Bolivia, on the flanks of the Cerro Rico. The San Bartolome project consists of several distinct silver-bearing gravel deposits, which are locally referred to as pallaco or sucu deposits. These deposits lend themselves to simple, free digging surface mining techniques and can be extracted without drilling and blasting. The deposits were formed as a result of erosion of the silicified silver-rich upper part of the Cerro Rico volcanic dome complex.
The mineral rights for the San Bartolome project are held through long-term lease agreements with several independent mining cooperatives and the Bolivian State Mining Company (COMIBOL). Manquiri controls 67 square kilometers of concessions (16,600 acres). The joint venture lease agreements are subject to a 4% production royalty payable partially to the cooperatives and partially to COMIBOL. During 2003, the Company purchased an additional property known as the Plahipo property which is adjacent to the original property package for $1.3 million. The properties are currently subject to monthly payments totaling approximately $34,700.
Of the several pallaco deposits which are controlled by Coeur and surround Cerro Rico, three are of primary importance and are known as Huacajchi, Diablo (consisting of Diablo Norte, and Diablo Este) and Santa Rita. During 2000, the Company under took an intensive field program and completed a pre-feasibility study. The field program included detailed exploration, bulk sampling, definition drilling, metallurgical studies and environmental baseline data collection. To assist with the pre-feasibility study, which was completed during 2000, Coeur retained third party engineering and geological consulting firms to examine and verify all data used in the study, including the estimate of mineralized material, process flow sheet design, site plan layout and detailed estimates of all operating and capital costs. The study incorporated a cyanide milling flow sheet with a wet pre-concentration screen circuit. In addition, the study identified a number of optimization opportunities that if successful, could significantly enhance the economic returns of the project.
We completed a preliminary feasibility study in 2000, which concluded that an open pit mine was potentially capable of producing approximately 6 million ounces of silver annually. In 2003, SRK, an independent consulting firm, was retained to review the reserve/resource estimate to include additional sampling data to incorporate additional resources acquired with the Plahipo property, which lies to the east of Cerro Rico. During the third quarter of 2003, we retained Flour Daniel Wright to prepare an updated feasibility study which was completed at the end of the third quarter of 2004. Based upon the results of this more recent feasibility study, we estimate the capital cost of the project to be approximately $135 million, the annual production to be approximately 6-8 million ounces of silver over an initial mine life of approximately 14 years, and the cash costs per ounce of silver produced to be approximately $3.50. In the second quarter of 2004, we obtained all remaining permits. In the fourth quarter of 2004, we commenced construction activities at the project.
16
We expect construction will take approximately twenty months, meaning that commercial production could commence in the second half of 2006.
Coeur expended approximately $5.5 million (includes approximately $1.0 million capitalized in the fourth quarter of 2004), $2.0 million and $2.6 million at the San Bartolome project in 2004, 2003 and 2002, respectively, and plans construction costs of approximately $93.1 million in 2005.
The San Bartolome project involves risks that are inherent in any mining venture, as well as particular risks associated with the location of the project. The estimate of mineralized material indicated by the geologic studies performed to date are preliminary in nature and may differ materially after further metallurgical testing is completed. Also, managing mining projects in the altiplano area of Bolivia, where Cerro Rico is located, presents logistical challenges. The political and cultural differences of a foreign country may also present challenges.
We have obtained a political risk insurance policy from the Overseas Private Insurance Corporation (OPIC) and another private insurer. The policy is in the amount of $155 million and covers 85% of any loss arising from expropriation, political violence or currency inconvertibility. The policy is expected to cost approximately $3.4 million during the course of construction and $0.21 per ounce of silver produced when the project commences commercial production.
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Tons (000's) | 46,176 | 35,274 | -- | ||||||||
Ounces of silver per ton | 3.29 | 3.48 | -- | ||||||||
Contained ounces of silver (000's) | 151,882 | 122,816 | -- |
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Tons (000's) | 1,166 | 238 | 40,297 | ||||||||
Ounces of silver per ton | 3.44 | 4.16 | 3.14 |
(1) | Metal prices used were $6.00 per ounce of silver. |
Alaska Kensington Gold Project
On July 7, 1995, Coeur, through its wholly-owned subsidiary, Coeur Alaska, Inc. (Coeur Alaska), acquired the 50% ownership interest of Echo Bay Exploration Inc. (Echo Bay) in the Kensington property from Echo Bay and Echo Bay Alaska, Inc. (collectively the Sellers), giving Coeur 100% ownership of the Kensington property. The Kensington project consists of approximately 6,000 acres, of which approximately 750 acres are patented claims. The property is located on the east side of Lynn Canal between Juneau and Haines, Alaska. Coeur Alaska is obligated to pay Echo Bay a scaled net smelter return royalty on 1.0 million ounces of future gold production after Coeur Alaska recoups the $32.5 million purchase price and its construction and development expenditures incurred after July 7, 1995 in connection with placing the property into commercial production. The royalty ranges from 1% at $400 gold prices to a maximum of 2 1/2% at gold prices above $475, with the royalty to be capped at 1.0 million ounces of production.
17
In the second quarter of 2004, we completed an updated feasibility study based on an alternative operating scenario which would eliminate the need for a man camp, simplify operating logistics and focus mining on higher-grade areas of the deposit (thereby reducing significantly the size of the mill facilities). This plan significantly reduces capital and operating costs while preserving the ability to expand production as market conditions warrant. Based upon the results of the feasibility study, we estimate the capital costs of the project to be approximately $91.5 million, the annual production to be 100,000 ounces of gold over an initial mine life of ten years and the cash cost per ounce of gold produced to be approximately $220. In connection with this study, we retained Snowden Mining Industry Consultants to review and update the mineralization model and produce a new estimate of reserves and mineralized material. The property has been permitted under a previous operating plan. In connection with the updated plan, the Company prepared a Final Supplemental Environmental Impact Statement (FSEIS). During the fourth quarter of 2004, a major permitting milestone was reached with the issuance of the Record of Decision (ROD) for the FSEIS by the U.S. Forest Service. The Forest Service ROD supports the preferred operating and development plan as set forth by the Company. The ROD is also supported by the Army Corps of Engineers, the State of Alaska and the City and Borough of Juneau. We expect to obtain all required construction permits in the first half of 2005. Upon the receipt of remaining permits, we could make a construction decision in the first half of 2005. We expect construction to take eighteen months, meaning that commercial production could commence during 2006.
On February 7, 2005, the Southeast Alaska Conservation Council and a group of other community and private environmental groups filed an appeal with the Regional Forester of the U.S. Forest Service in Juneau, Alaska seeking to set aside the ROD for the FSEIS for the Kensington Gold Project. The appellants allege numerous threats to the Berners Bay ecological, cultural and recreational value in violation of the Endangered Species Act, the Alaska National Interest Lands Conservation Act, the National Environmental Policy Act, the National Forest Management Act, the Clean Water Act and other laws and agency regulations. The Company objected to the appellants allegations in support of the ROD for the FSEIS issued by the U.S. Forest Service. On March 23, 2005, the US Forest Service upheld the decision to approve the FSEIS.
The Kensington ore deposit consists of multiple, precious metals bearing, mesothermal, quartz, carbonate, pyrite vein swarms and discrete quartz-pyrite veins hosted in the Cretaceous age Jualin diorite. The gold-telluride-mineral calaverite is associated with the pyrite mineralization.
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Tons (000's) | 4,206 | 4,113 | 10,946 | ||||||||
Ounces of gold per ton | 0.25 | 0.24 | 0.16 | ||||||||
Contained ounces of gold | 1,050,000 | 1,003,000 | 1,751,000 |
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Tons (000's) | 3,116 | 7,262 | 12,014 | ||||||||
Ounces of gold per ton | 0.27 | 0.12 | 0.12 |
(1) | A gold price of $375 was used to determine ore reserves. |
We believe the Kensington property package has excellent exploration potential. Not all Kensington ore zones have been fully delineated at depth and several peripheral zones and veins remain to be explored. During 2005, we plan to commence an exploration program designed to convert 300,000 to 400,000 ounces of gold currently reported as mineralized material to reserves, with potential to increase total gold production and to identify higher grade sections of the deposit that might be mined in the earlier years of the operation. The program is expected to cost approximately $2.6 million. In addition, the Company possesses the right to develop the Jualin property, an exploratory property located adjacent to the Kensington Property. A budget of $0.7 million is allocated for 2005 at Jualin which consists of approximately 9,400 acres, of which approximately 345 acres are patented claims. The Companys rights to develop the Jualin property are subject to an agreement which must be renewed in May 2007.
18
Total expenditures by the Company at the Kensington property in 2004 were $7.4 million. Such expenditures were used to continue the permitting and updated feasibility activities and included approximately $0.4 million on Jualin exploration. The Company plans approximately $7.0 million for currently planned project expenditures during 2005. Additional expenditures will be dependent upon the receipt of remaining permits which are expected in the first half of 2005.
Coeur continues to complete the permitting process. No assurance can be given as to whether or when the required regulatory approvals will be obtained or as to whether the Company will place the Kensington project into commercial production.
Coeur was listed on the Toronto Stock Exchange on January 11, 2005. As a Canadian publicly listed issuer, the Company must reconcile its reserves and mineralized material to Canadian Institute of Mining, Metallurgy and Petroleum (CIM) standard definitions.
Proven Reserves (Year-end 2004) |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Short | Grade (ounces/ton) |
Ounces (000s) | ||||||||||||||||||
Property |
Location |
Tons (000s) |
Silver |
Gold |
Silver |
Gold | ||||||||||||||
Rochester | Nevada, USA | 21,453 | 0.87 | 0.01 | 18,662 | 195 | ||||||||||||||
Silver Valley | Idaho, USA | 395 | 18.58 | -- | 7,346 | -- | ||||||||||||||
Cerro Bayo | Chile | 336 | 7.53 | 0.13 | 2,533 | 43 | ||||||||||||||
Martha | Argentina | 15 | 51.90 | 0.07 | 801 | 1 | ||||||||||||||
San Bartolome | Bolivia | -- | -- | -- | -- | -- | ||||||||||||||
Kensington | Alaska, USA | -- | -- | -- | -- | -- | ||||||||||||||
22,199 | 29,342 | 239 |
Probable Reserves (Year-end 2004) |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Short | Grade (ounces/ton) |
Ounces (000s) | ||||||||||||||||||
Property |
Location |
Tons (000s) |
Silver |
Gold |
Silver |
Gold | ||||||||||||||
Rochester | Nevada, USA | 2,545 | 0.81 | 0.01 | 2,069 | 18 | ||||||||||||||
Silver Valley | Idaho, USA | 322 | 19.15 | -- | 6,172 | -- | ||||||||||||||
Cerro Bayo | Chile | 526 | 6.80 | 0.14 | 3,576 | 73 | ||||||||||||||
Martha | Argentina | 42 | 74.70 | 0.08 | 3,129 | 4 | ||||||||||||||
San Bartolome | Bolivia | 46,176 | 3.29 | -- | 151,882 | -- | ||||||||||||||
Kensington | Alaska, USA | 4,206 | -- | 0.25 | -- | 1,050 | ||||||||||||||
53,817 | 166,828 | 1,144 |
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Measured Resource (Year-end 2004) |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Short | Grade (ounces/ton) |
Ounces (000s) | ||||||||||||||||||
Property |
Location |
Tons (000s) |
Silver |
Gold |
Silver |
Gold | ||||||||||||||
Rochester | Nevada, USA | 26,205 | 8.81 | 0.01 | 21,216 | 144 | ||||||||||||||
Silver Valley | Idaho, USA | 577 | 11.10 | -- | 6,407 | -- | ||||||||||||||
Cerro Bayo | Chile | 643 | 5.74 | 0.10 | 3,691 | 65 | ||||||||||||||
Martha | Argentina | 21 | 53.72 | 0.06 | 1,125 | 1 | ||||||||||||||
San Bartolome | Bolivia | -- | -- | -- | -- | -- | ||||||||||||||
Kensington | Alaska, USA | -- | -- | -- | -- | -- | ||||||||||||||
27,446 | 32,439 | 210 |
Indicated Resource (Year-end 2004) |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Short | Grade (ounces/ton) |
Ounces (000s) | ||||||||||||||||||
Property |
Location |
Tons (000s) |
Silver |
Gold |
Silver |
Gold | ||||||||||||||
Rochester | Nevada, USA | 8,551 | 0.96 | 0.01 | 8,243 | 41 | ||||||||||||||
Silver Valley | Idaho, USA | 553 | 11.93 | -- | 6,603 | -- | ||||||||||||||
Cerro Bayo | Chile | 1,598 | 3.3 | 0.07 | 5,271 | 111 | ||||||||||||||
Martha | Argentina | 20 | 38 | 0.05 | 754 | 1 | ||||||||||||||
San Bartolome | Bolivia | 70 | 2.29 | -- | 160 | -- | ||||||||||||||
Kensington | Alaska, USA | 617 | -- | 0.44 | -- | 269 | ||||||||||||||
11,409 | 21,031 | 422 |
Inferred Resource (Year-end 2004) |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Short | Grade (ounces/ton) |
Ounces (000s) | ||||||||||||||||||
Property |
Location |
Tons (000s) |
Silver |
Gold |
Silver |
Gold | ||||||||||||||
Rochester | Nevada, USA | 308 | 1.73 | 0.00 | 533 | 1 | ||||||||||||||
Silver Valley | Idaho, USA | 1,038 | 10.28 | -- | 10,674 | -- | ||||||||||||||
Cerro Bayo | Chile | 1,588 | 4.70 | 0.08 | 7,462 | 133 | ||||||||||||||
Martha | Argentina | 33 | 60.99 | 0.06 | 2,017 | 2 | ||||||||||||||
San Bartolome | Bolivia | 1,096 | 3.52 | -- | 3,851 | -- | ||||||||||||||
Kensington | Alaska, USA | 2,499 | -- | 0.23 | -- | 584 | ||||||||||||||
6,562 | 24,537 | 720 |
(1) | Mineral resources are exclusive of or in addition to mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. |
(2) | For additional information relating to the mineral reserve and mineral resource estimates on each property (including pricing assumptions, cut-off grades and other parameters, assumptions and methods used to prepare the estimates), we refer you to its technical report which is electronically available to the public from the Canadian System for Electronic Document Analysis and Retrieval at http://www.sedar.com. |
Donald J. Birak, Coeurs Senior Vice President of Exploration is the qualified person responsible for the preparation of the scientific and technical information in this Annual Report on Form 10-K. Mr. Birak has reviewed the available data and procedures and believes the calculations of mineral resources and mineral reserves were conducted in a professional and competent manner.
20
Classification of Mineral Reserves and Resources
Definitions of proven and probable mineral reserves and measured, indicated and inferred mineral resources are those prescribed by NI 43-101 and conform to the CIM Standards.
Coeur, either directly or through its wholly-owned subsidiaries, owns, leases and has interests in certain exploration-stage mining properties located in the United States, Chile, Argentina, Tanzania and Bolivia. Exploration expenses of approximately $11.1 million, $4.9 million and $3.8 million were incurred by the Company in connection with exploration activities in 2004, 2003 and 2002, respectively.
Puchuldiza, Chile Joint Venture Property
On November 28, 2001, the Company signed an exploration agreement with Barrick Gold Corporation (Barrick) relating to Coeurs Puchuldiza gold property located approximately 155 miles northeast of the port city of Iquique in northern Chile. Under the terms of the agreement, Barrick can earn a 75% interest in the property for exploration expenditures of $2.3 million over the next five years. For an additional $5.8 million in exploration spending, Barrick can increase its property interest to 85%. Coeur, however, can recover its full 25% interest by making a cash payment to Barrick equivalent to 25% of Barricks additional expenditure of $5.8 million, plus a 50% penalty.
Puchuldiza is a large, epithermal, hot spring deposit in a setting very similar to other gold deposits in the USA, New Zealand and Japan. Gold mineralization can be found throughout the property in systems of veins, veinlets and stockworks developed in explosion breccias and silicified zones. Coeur believes that there is considerable potential to expand the current near-surface mineralization.
During 2004, Barrick spent approximately $0.65 million on geologic mapping, geochemical and geophysical surveys and drilling on the Puchuldiza property which brings their cumulative expenditure to $1.91 million. Barrick drilled 10 core holes in 2004 for a total of 2,123 meters (6,965 feet).
Cerro Bayo Mine, Chile
Coeur continued to have exploration success at its 100%-owned Cerro Bayo gold/silver mining operation in southern Chile. Approximately $4.1 million was spent in exploration during 2004. A total of 250,000 feet of drilling was completed primarily during the second half of the year. The goal was to discover new reserves and mineralized material immediately north and south of the Cerro Bayo mine.
New reserves and mineralized material were successfully discovered in several veins. At December 31, 2004, Cerro Bayo reserves were 0.862 million tons at a grade of 7.09 silver ounces per ton for a total 6.11 million ounces of silver and a grade of 0.134 gold ounces per ton for a total of 115.900 gold ounces. Mineralized material at Cerro Bayo totaled 3.829 million tons at an average grade of 4.29 ounce per ton for silver and 0.082 for gold.
The exploration potential to discover additional high grade veins within the entire Cerro Bayo trend, which is 2.5 miles eastwest by 6 miles north-south, is considered to be excellent. The exploration budget for 2005 is slated for $3.9 million.
Martha Mine, Argentina
Coeur had encouraging exploration results at its 100%-owned high-grade silver Martha Mine area located in Santa Cruz Province, Argentina. The underground mine is approximately 270 miles southeast of Coeurs Cerro Bayo property located in Southern Chile. Coeur acquired the Martha Mine in April 2002 and began transporting high-grade ore from the Martha mine to its Cerro Bayo mill in June 2002. In addition 145,000 acres of exploration stage properties in Santa Cruz Province were also acquired.
21
Coeur continued a mine development and exploration program during 2004 and focused primarily on areas around the 100 acre Martha mine property. The Martha vein, which is exposed for over one mile, is one of six presently known veins that have had very limited exploration prior to Coeurs acquisition of the property. Coeurs efforts consisted of mapping, sampling and drilling for a total expenditure of $2.5 million.
The 2004 program was successful in discovering extensions of high grade ore along the strike of the Martha vein within the mine itself as well as locating several new high-grade ore shoots, including the Francisca and Catalina veins, at the R4 Zone.
During 2004, exploration results on the R4 Zone, and the Del Medio and Del Medio Norte veins extended the Martha mine life through the middle of 2006. At December 31, 2004, reserves at the Martha mine total 57,000 tons averaging 0.085 ounces of gold per ton and 68.56 ounces of silver per ton for a total of 4,600 ounces of gold and 3.9 million ounces of silver. Mineralized material totaled 74,000 tons at an average grade of 52.75 ounces of silver per ton and 0.058 ounces of gold per ton. An ongoing drill program during 2005 is planned to expand the high-grade mineralization discovered in 2004 and to explore for additional high-grade veins.
Coeur has also initiated ground reconnaissance on its large land package in Santa Cruz Province surrounding the Martha mine as well as 90 miles to the north surrounding its Lejano property. Numerous new epithermal veins were discovered that contain high grade gold and silver mineralization on the surface. The Company plans to continue to map, sample and drill many of these veins during 2005.
Tanzania, Africa
During the first quarter of 2004, the Company acquired ten prospecting licenses for properties located in the Victoria Gold Belt of Tanzania, Africa. The prospecting licenses are valid for a period of three years and contain renewal options. During 2004, work consisted of mapping, sampling and acquisition and interpretation of geophysical and remote sensing data. As a result of this work, one of the original licenses were selected for a large soil sampling program which is expected to be completed and expanded in the first half of 2005.
During 2005, the Company plans to spend approximately $0.3 million on exploration activities which, if successful, could identify targets for drilling later in 2005.
The Companys operating results are substantially dependent upon the world market prices of silver and gold. The Company has no control over silver and gold prices, which can fluctuate widely. The volatility of such prices is illustrated by the following table, which sets forth the high and low prices of silver (as reported by Handy and Harman) and gold (London Final) per ounce during the periods indicated:
Year Ended December 31, | ||||||||||||||||||||
2004 |
2003 |
2002 | ||||||||||||||||||
High |
Low |
High |
Low |
High |
Low | |||||||||||||||
Silver | $ | 8.24 | $ | 5.57 | $ | 5.97 | $ | 4.39 | $ | 5.12 | $ | 4.23 | ||||||||
Gold | $ | 454.20 | $ | 375.00 | $ | 416.25 | $ | 319.90 | $ | 349.65 | $ | 278.45 | ||||||||
22
The Company markets its metals products and concentrates primarily to bullion trading banks and third party smelters. These customers then sell the metals to end users for use in industry applications such as electronic circuitry, jewelry and silverware production and the manufacture and development of photographic film. Sales of metals to bullion trading banks amounted to approximately 48%, 41% and 60% of total sales of metals in 2004, 2003 and 2002, respectively, and sales of metal concentrates to third party smelters amounted to approximately 52%, 59% and 40% of total metal sales in 2004, 2003 and 2002, respectively. Generally, the loss of a single bullion trading bank customer would not adversely affect the Company in view of the liquidity of the product and availability of alternative trading banks. In 2004, no third party smelter generally purchases concentrates from the Company in an amount equal to 10% or more of the Companys total metal sales except that sales of concentrates produced by the Cerro Bayo mine, which accounted for approximately 33%, 44% and 17% of the Companys total metal sales in 2004, 2003, and 2002, respectively, were sold to Dowa Mining Co., Ltd, a Japanese third party smelter, pursuant to a contract that expires on March 31, 2005, if a 12-month advance notice of termination is given by Dowa. Dowa has not given such notice, and the contract is therefore extended to March 31, 2006. Nevertheless, Dowa is urging the company, as a matter of cooperation, to sell a portion of the concentrates which Dowa is obligated to take under the contract to third parties. A significant delay or disruption in the sale of our Cero Bayo concentrates would have a materially adverse affect on our operations.
The Company has no future silver or gold production hedged at December 31, 2004 and has no plans to hedge its silver in the future. Coeur has historically sold the gold from its mines both pursuant to forward contracts and at spot prices prevailing at the time of sale. Silver has been sold at spot prices prevailing at the time of sale. Entering into forward sale contracts is a strategy which can be used to enhance revenues and/or mitigate some of the risks associated with fluctuating precious metals prices. For further details of the Companys gold sales program please refer to Note N Derivative Financial Instruments and Fair Value Financial Instruments of the Companys Consolidated Financial Statements and Accompanying Notes.
The Companys commitment to environmental responsibility has been recognized in 23 awards received since 1987, which included the Dupont/Conoco Environmental Leadership Award, awarded to the Company on October 1, 1991 by a judging panel that included representatives from environmental organizations and the federal government, the Star award granted on June 23, 1993 by the National Environmental Development Association, and the Environmental Waikato Regional Council award for Golden Cross environmental initiative granted on May 15, 1995 and in March 2004 the Habitat Restoration Award from the Nevada Division of Wildlife for developing habitat at the Rochester mine. In 1994, the Companys Chairman and Chief Executive Officer, and in 1997, the Companys Vice President of Environmental and Governmental Affairs, were awarded the American Institute of Mining, Metallurgical and Petroleum Engineers Environmental Conservation Distinguished Service Award.
The Companys activities are subject to extensive federal, state and local laws governing the protection of the environment, prospecting, development, production, taxes, labor standards, occupational health, mine safety, toxic substances and other matters. Although the Company is usually involved in regulatory proceedings for renewal or reissue of various permits, such regulations have never caused the Company to close any mine. The costs associated with compliance with such regulatory requirements are substantial and possible future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development of the Companys properties, the extent of which cannot be predicted. In the context of environmental permitting, including the approval of reclamation plans, the Company must comply with known standards and regulations which may entail significant costs and delays. Although Coeur has been recognized for its commitment to environmental responsibility and believes it is in substantial compliance with applicable laws and regulations, amendments to current laws and regulations, the more stringent implementation thereof through judicial review or administrative action or the adoption of new laws could have a materially adverse effect upon the Company.
23
For the years ended December 31, 2004, 2003 and 2002, the Company expended $4.4 million, $4.5 million and $5.3 million, respectively, in connection with routine environmental compliance activities at its operating properties and expects to expend approximately $6.8 million for that purpose in 2005. Future environmental expenditures will be determined by governmental regulations and the overall scope of the Companys operating and development activities.
Mining wastes are currently exempt to a limited extent from the extensive set of Environmental Protection Agency (EPA) regulations governing hazardous waste, although such wastes may be subject to regulation under state law as a solid or hazardous waste. The EPA plans to develop a program to regulate mining waste pursuant to its solid waste management authority under the Resource Conservation and Recovery Act (RCRA). Certain processing and other wastes are currently regulated as hazardous wastes by the EPA under RCRA. The EPA is studying how mine wastes from extraction and beneficiation should be managed and regulated. If the Companys mine wastes were treated as hazardous waste or such wastes resulted in operations being designated as a Superfund site under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund) for cleanup, material expenditures would be required for the construction of additional waste disposal facilities or for other remediation expenditures. Under CERCLA, any present owner or operator of a Superfund site or an owner or operator at the time of its contamination generally may be held liable and may be forced to undertake remedial cleanup action or to pay for the governments cleanup efforts. Additional regulations or requirements may also be imposed upon the Companys tailings and waste disposal in Idaho and Alaska under the Federal Clean Water Act (CWA) and state law counterparts, and in Nevada under the Nevada Water Pollution Control Law which implements the CWA. Air emissions are subject to controls under Nevadas, Idahos and Alaskas air pollution statutes implementing the Clean Air Act.
Legislation has been introduced, on several occasions, in the U.S. Congress to change the Mining Act under which the Company holds mining claims on public lands. It is possible that the Mining Act will be amended or be replaced by more onerous legislation in the future. The introduced legislation contains new environmental standards and conditions, additional reclamation requirements and extensive new procedural steps which would be likely to result in delays in permitting. The Forest Service and the Bureau of Land Management are considering revising regulations governing operations under the Mining Act on public lands they administer, which may result in additional procedures and environmental conditions and standards on those lands.
During the last several Congressional sessions, bills have been introduced which would supplant or materially alter the Mining Act. If enacted, such legislation may materially impair the ability of the Company to develop or continue operations which derive ore from federal lands. No such bills have been passed and the extent of the changes, if any, which may be enacted by Congress is not presently known. A significant portion of Coeurs U.S. mining properties are on public lands. Any reform of the Mining Act or Bureau of Land Management and Forest Service regulations thereunder based on these initiatives could increase the costs of mining activities on unpatented mining claims, and as a result could have an adverse effect on the Company and its results of operations. Until such time, if any, as new reform legislation or regulations are enacted, the ultimate effects and costs of compliance on the Company cannot be estimated.
The mining properties of the Company that are located in Chile and Argentina are subject to various government laws and regulations pertaining to the protection of the air, surface water, ground water and the environment in general, as well as the health of the work force, labor standards and the socioeconomic impacts of mining facilities upon the communities. A recently established State Council for the Environment (CODEMA) has responsibility to define policy, approve plans and programs, control regulatory activities and enforce compliance. The Company believes it is in substantial compliance with all applicable laws and regulations to which it is subject in Chile and Argentina.
24
The Republic of Bolivia, where the San Bartolome project is located, has adopted laws and guidelines for environmental permitting that are similar to those in effect in the United States and other South American countries. The permitting process requires a thorough study to determine the baseline condition of the mining site and surrounding area, an environmental impact analysis, and proposed mitigation measures to minimize and offset the environmental impact of mining operations. The Company has received all permits required to build and operate the San Bartolome mine.
At mining properties in the United States, including the Rochester, Kensington, Coeur, Galena and Caladay mines, operations are conducted in part upon unpatented mining claims, as well as patented mining claims. Pursuant to applicable federal law it is necessary, in order to maintain the unpatented claims, to pay to the Secretary of the Interior, on or before August 31 of each year, a claim maintenance fee of $100 per claim. This claim maintenance fee is in lieu of the assessment work requirement contained in the Mining Law of 1872. In addition, in Nevada, holders of unpatented mining claims are required to pay the county recorder of the county in which the claim is situated an annual fee of $3.50 per claim. No maintenance fees are payable for patented claims. Patented claims are similar to land held by an owner who is entitled to the entire interest in the property with unconditional power of disposition.
In Chile, operations are conducted upon mineral concessions granted by the national government. For exploitation concessions (somewhat similar to a U.S. patented claim), to maintain the concession, an annual tax is payable to the government before March 31 of each year in the approximate amount of $1.14 per hectare. For exploration concessions, to maintain the right, the annual tax is approximately $.30 per hectare. An exploration concession is valid for a five-year period. It may be renewed for new periods unless a third party claims the right to explore upon the property, in which event the exploration concession must be converted to an exploitation concession in order to maintain the rights to the concession.
Minerals are owned by the Argentine government, which allows individual provinces to impose a maximum 3% mine-mouth royalty on mineral production. The first step in acquiring mining rights is filing a cateo, which gives exclusive prospecting rights for the requested area for a period of time, generally up to 3 years. Maximum size of each cateo is 10,000 hectares; a maximum of 20 cateos can be held by a single entity (individual or company) in any one province.
The holder of a cateo has exclusive right to establish a Manifestation of Discovery (MD) on that cateo, but MDs can also be set without a cateo on any land not covered by someone elses cateo. MDs are filed as either a vein or disseminated discovery. A square protection zone can be declared around the discovery up to 840 hectares for vein MD or up to 7,000 hectares for a disseminated MD. The protection zone grants the discoverer exclusive rights for an indefinite period, during which the discoverer must provide an annual report presenting a program of exploration work and investments related to the protection zone. An MD can later be upgraded to a Mina (mining claim), which give the holder the right to begin commercial extraction of minerals.
25
The number of full-time employees at December 31, 2004 of Coeur dAlene Mines Corporation and its subsidiaries was:
United States Corporate Staff & Office | 35 | ||||
Silver Valley - Galena Mine 1 | 182 | ||||
Rochester Mine | 255 | ||||
Kensington Property | 9 | ||||
Chilean Corporate Staff & Office | 8 | ||||
Cerro Bayo Mine 1 | 294 | ||||
Mina Martha/Polimet | 54 | ||||
Total | 837 |
(1) | The Company maintains a labor agreement with the United Steelworkers of America at its Coeur Silver Valley mine. The agreement is effective from March 26, 2003 to March 1, 2006. The Company also maintains a labor agreement with Syndicate De Trabayadores De Compania Minera Cerro Bayo LTA at its Cerro Bayo Chile mine. The agreement is effective from December 22, 2003 to December 21, 2005. As of December 31, 2004, the Company had approximately 42% of its labor force covered by collective bargaining. |
The following information sets forth information relating to important risks and uncertainties that could materially adversely affect the Companys business, financial condition or operating results. References to we, our and us in these risk factors refer to the Company. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also impair our business operations.
We have incurred net losses in the last five years, and have had losses from continuing operations in each of those periods. Factors that significantly contributed to our losses are:
| until recently, historically low gold and silver market prices; |
| our deliberate pursuit of a growth policy prior to 2003 calling for the acquisition of mining properties and companies and financing such growth principally by incurring convertible indebtedness which had a high coupon rate, thereby increasing our interest expense to $17.0 million in 2000, $14.6 million in 2001, $21.9 million in 2002, $12.9 million in 2003 and $2.8 million in 2004; |
| write-offs for impaired assets and other holding costs in 2000 ($12.2 million), 2001 ($6.1 million), and 2002 ($19.0 million); and |
| losses on the early retirement of debt of $19.1 million in 2002, and $41.6 million in 2003. |
If silver and gold prices decline and we are unable to reduce our production costs, our losses may continue. If lower silver and gold prices make mining at our properties uneconomical, we may be required to recognize additional impairment write-downs, which would increase our operating losses and negatively impact our results of operations.
We have historically financed our operations through the issuance of common stock and convertible debt, and may be required to incur additional indebtedness in the future. During 2004, we commenced construction at the San Bartolome project and we anticipate that we could reach a final decision to develop the Kensington project in 2005. Construction of both projects would require a total capital investment of approximately $226.5 million. While we believe that our cash, cash equivalents and short-term investments combined with cash flow generated from operations will be sufficient for us to make this level of capital investment, no assurance can be given that additional capital investments will not be required to be made at these or other projects. If we are unable to generate enough cash to finance such additional capital expenditures through operating cash flow and the issuance of common stock, we may be required to issue additional indebtedness. Any additional indebtedness would increase our debt payment obligations, and may negatively impact our results of operations.
26
As a result of our net losses, our earnings have not been adequate to satisfy fixed charges (i.e., interest, preferred stock dividends and that portion of rent deemed representative of interest) in each of the last five years. The amounts by which earnings were inadequate to cover fixed charges were approximately, $47.5 million in 2000, $3.1 million in 2001, $80.8 million in 2002, $63.9 million in 2003, and $22.7 million in 2004. As of December 31, 2004, we are required to make fixed payments on $180 million principal amount of our 1¼% Senior Convertible Notes due 2024, requiring annual interest payments of approximately $2.25 million until their maturity.
We expect to satisfy our fixed charges and other expense obligations in the future from cash flow from operations and, if cash flow from operations is insufficient, from working capital, which amounted to approximately $350 million at December 31, 2004. In the last five years, we have been experiencing negative cash flow from operating activities. The amount of net cash used in our operating activities amounted to approximately $23.8 million for the year ended December 31, 2000, $29.9 million in 2001, $8.5 million in 2002, $5.1 million in 2003 and $18.6 in 2004. The availability of future cash flow from operations or working capital to fund the payment of interest on the notes and other fixed charges will be dependent upon numerous factors, including our results of operations, silver and gold prices, levels and costs of production at our mining properties and the amount of our capital expenditures and expenditures for acquisitions, developmental and exploratory activities.
Silver and gold are commodities. Their prices fluctuate, and are affected by many factors beyond our control, including interest rates, expectations regarding inflation, speculation, currency values, governmental decisions regarding the disposal of precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors. Because we currently derive approximately 65% of our revenues from sales of silver, our earnings are primarily related to the price of this metal.
The market price of silver (Handy & Harman) and gold (London Final) on March 15, 2005 was $7.40 and $441 per ounce, respectively. The price of silver and gold may decline in the future. Factors that are generally understood to contribute to a decline in the price of silver include sales by private and government holders, and a general global economic slowdown.
If the prices of silver and gold are depressed for a sustained period, our net losses will continue, we may be forced to suspend mining at one or more of our properties until the price increases, and record additional asset impairment write-downs. Any lost revenues, continued or increased net losses or additional asset impairment write-downs would affect our results of operations.
Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144) established accounting standards for impairment of the value of long-lived assets such as mining properties. SFAS 144 requires a company to review the recoverability of the cost of its assets by estimating the future undiscounted cash flows expected to result from the use and eventual disposition of the asset. Impairment must be recognized when the carrying value of the asset exceeds these cash flows, and recognizing impairment write-downs has negatively impacted our results of operations in recent years.
27
If silver or gold prices decline or we fail to control production costs or realize the mineable ore reserves at our mining properties, we may recognize further asset write-downs. We also may record other types of additional mining property write-downs in the future to the extent a property is sold by us for a price less than the carrying value of the property, or if liability reserves have to be created in connection with the closure and reclamation of a property. Additional write-downs of mining properties could negatively impact our results of operations.
The ore reserve figures presented in our public filings are estimates made by our technical personnel. Reserve estimates are a function of geological and engineering analyses that require us to make assumptions about production costs and silver and gold market prices. Reserve estimation is an imprecise and subjective process and the accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation, judgment and experience. Assumptions about silver and gold market prices are subject to great uncertainty as those prices have fluctuated widely in the past. Declines in the market prices of silver or gold may render reserves containing relatively lower grades of ore uneconomic to exploit, and we may be required to reduce reserve estimates, discontinue development or mining at one or more of our properties, or write down assets as impaired. Should we encounter mineralization or geologic formations at any of our mines or projects different from those we predicted, we may adjust our reserve estimates and alter our mining plans. Either of these alternatives may adversely affect our actual production and operating results.
We based our ore reserve determinations as of December 31, 2004 on a long-term silver price average of $6.00 per ounce and a long-term gold price average of $390 per ounce. On March 15, 2005 silver and gold prices were $7.40 per ounce and $441 per ounce, respectively.
The Rochester mine utilizes the heap leach process to extract silver and gold from ore. The heap leach process is a process of extracting silver and gold by placing ore on an impermeable pad and applying a diluted cyanide solution that dissolves a portion of the contained silver and gold, which are then recovered in metallurgical processes.
The key stages in the conversion of ore into silver and gold are (i) the blasting process in which the ore is broken into large pieces; (ii) the processing of the ore through a crushing facility that breaks it into smaller pieces; (iii) the transportation of the crushed ore to the leach pad where the leaching solution is applied; (iv) the collection of the leach solution; (v) subjecting the leach solution to the precipitation process, in which gold and silver is converted back to a fine solid; (vi) the conversion of the precipitate into doré; and (vii) the conversion by a third party refinery of the doré into refined silver and gold bullion.
We use several integrated steps to scientifically measure the metal content of ore placed on the leach pads during the key stages. As the ore body is drilled in preparation for the blasting process, samples of the drill residue are assayed to determine estimated quantities of contained metal. We estimate the quantity of ore by utilizing global positioning satellite survey techniques. We then process the ore through a crushing facility where the output is again weighed and sampled for assaying. A metallurgical reconciliation with the data collected from the mining operation is completed with appropriate adjustments made to previous estimates. We then transport the crushed ore to the leach pad for application of the leaching solution. As the leach solution is collected from the leach pads, we continuously sample for assaying. We measure the quantity of leach solution with flow meters throughout the leaching and precipitation process. After precipitation, the product is converted to doré, which is the final product produced by the mine. We again weigh, sample and assay the doré. Finally, a third party smelter converts the doré are able to determine final ounces of silver and gold available for sale. We then review this end result and reconcile it to the estimates we developed and used throughout the production process. Based on this review, we adjust our estimation procedures when appropriate.
28
Our reported inventories include metals estimated to be contained in the ore on the leach pads of $43.8 million as of December 31, 2004. Of this amount, $15.0 million is reported as a current asset and $28.8 million is reported as a noncurrent asset. The distinction between current and noncurrent is based upon the expected length of time necessary for the leaching process to remove the metals from the crushed ore. The historical cost of the metal that is expected to be extracted within twelve months is classified as current and the historical cost of metals contained within the crushed ore that will be extracted beyond twelve months is classified as noncurrent.
The estimate of both the ultimate recovery expected over time, and the quantity of metal that may be extracted relative to such twelve month period, requires the use of estimates which are inherently inaccurate since they rely upon laboratory test work. Test work consists of 60 day leach columns from which we project metal recoveries into the future. The quantities of metal contained in the ore are based upon actual weights and assay analysis. The rate at which the leach process extracts gold and silver from the crushed ore is based upon laboratory column tests and actual experience occurring over approximately eighteen years of leach pad operation at the Rochester mine. The assumptions we use to measure metal content during each stage of the inventory conversion process includes estimated recovery rates based on laboratory testing and assaying. We periodically review our estimates compared to actual experience and revise our estimates when appropriate. The length of time necessary to achieve our currently estimated ultimate recoveries of between 59% and 61.5%, depending on the area being leached, for silver and 93% for gold is estimated to be between 5 and 10 years. However, the ultimate recovery will not be known until leaching operations cease, which is currently estimated for 2011.
When we began leach operations in 1986, based solely on laboratory testing, we estimated the ultimate recovery of silver and gold at 50% and 80%, respectively. Since 1986, we have adjusted the expected ultimate recovery three times (once in each of 1989, 1997 and 2003) based upon actual experience gained from leach operations. In 2003, we revised our estimated recoveries for silver and gold of between 59% and 61.5%, depending on the area being leached, and 93%, respectively, which increased the estimated recoverable ounces of silver and gold contained in the heap by 1.8 million ounces and 41,000 ounces, respectively.
If our estimate of ultimate recovery requires adjustment, the impact upon our inventory valuation and upon our income statement would be as follows:
29
Positive/Negative Change in Silver Recovery |
Positive/Negative Change in Gold Recovery | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1% |
2% |
3% |
1% |
2% |
3% | |||||||||||||||
Quantity of recoverable | ||||||||||||||||||||
ounces | 1.5 million | 3.1 million | 4.6 million | 10,800 | 21,700 | 32,500 | ||||||||||||||
Positive impact on | ||||||||||||||||||||
future cost of | ||||||||||||||||||||
production per silver | ||||||||||||||||||||
equivalent ounce for | ||||||||||||||||||||
increases in recovery | ||||||||||||||||||||
rates | $0.66 | $1.15 | $1.54 | $0.31 | $0.59 | $0.83 | ||||||||||||||
Negative impact on | ||||||||||||||||||||
future cost of | ||||||||||||||||||||
production per silver | ||||||||||||||||||||
equivalent ounce for | ||||||||||||||||||||
decreases in recovery | ||||||||||||||||||||
rates | $0.91 | $2.27 | $4.49 | $0.36 | $0.78 | $1.28 |
Inventories of ore on leach pads are valued based upon actual costs incurred to place such ore on the leach pad, less costs allocated to minerals recovered through the leach process. The costs consist of those production activities occurring at the mine site and include the costs, including depreciation, associated with mining, crushing and precipitation circuits. In addition, refining is provided by a third party refiner to place the metal extracted from the leach pad in a saleable form. These additional costs are considered in the valuation of inventory. Negative changes in our inventory valuations and correspondingly on our income statement would have an adverse impact on our results of operations.
We use estimates, based on prior production results and experiences, to determine whether heap leach inventory will be recovered more than one year in the future, and is non-current inventory, or will be recovered within one year, and is current inventory. The estimates involve assumptions that may not prove to be consistent with our actual production and operating results. We cannot determine the amount ultimately recoverable until leaching is completed. If our estimates prove inaccurate, our operating results may be less than anticipated.
Our ability to sustain or increase our present production levels depends in part on successful exploration and development of new ore bodies and/or expansion of existing mining operations. Mineral exploration, particularly for silver and gold, involves many risks and is frequently unproductive. If mineralization is discovered, it may take a number of years until production is possible, during which time the economic viability of the project may change. Substantial expenditures are required to establish ore reserves, extract metals from ores and, in the case of new properties, to construct mining and processing facilities. The economic feasibility of any development project is based upon, among other things, estimates of the size and grade of ore reserves, proximity to infrastructures and other resources (such as water and power), metallurgical recoveries, production rates and capital and operating costs of such development projects, and metals prices. Development projects are also subject to the completion of favorable feasibility studies, issuance of necessary permits and receipt of adequate financing.
30
Development projects, such as San Bartolome and Kensington, may have no operating history upon which to base estimates of future operating costs and capital requirements. Particularly for development projects items such as estimates of reserves, metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data obtained from a limited number of drill holes and other sampling techniques and feasibility studies. Estimates of cash operating costs are then derived based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the orebody, expected recovery rates of metals from the ore, comparable facility and equipment costs, anticipated climate conditions and other factors. As a result, actual cash operating costs and economic returns of any and all development projects may materially differ from the costs and returns estimated, and accordingly, our business results of operations may be negatively affected.
The Company currently markets its silver and gold concentrates to third party smelters in Japan and Canada. The loss of any one smelter customer could have a material adverse effect on us in the event of the possible unavailability of alternative smelters. No assurance can be given that alternative smelters would be timely available if the need for them were to arise, or that delays or disruptions in sales could not be experienced that would result in a materially adverse effect on out operations.
Our future silver and gold production may decline as a result of an exhaustion of reserves and possible closure of mines. It is our business strategy to conduct silver and gold exploratory activities at our existing mining and exploratory properties as well as at new exploratory projects, and to acquire silver and gold mining properties and businesses that possess mineable ore reserves and are expected to become operational in the near future. We can provide no assurance that our silver and gold production in the future will not decline. Accordingly, our revenues from the sale of silver and gold may decline, negatively affecting our results of operations.
The mining business is subject to risks and hazards, including environmental hazards, industrial accidents, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, reduced production and delays in mining, asset write-downs, monetary losses and possible legal liability. Although we maintain insurance in an amount that we consider to be adequate, liabilities might exceed policy limits, in which event we could incur significant costs that could adversely affect our results of operation. Insurance fully covering many environmental risks (including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production) is not generally available to us or to other companies in the industry. The realization of any significant liabilities in connection with our mining activities as described above could negatively affect our results of operations.
31
Our mining activities are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety laws and regulations including mine safety, toxic substances and other matters related to our business. Although these laws and regulations have never required us to close any mine, the costs associated with compliance with such laws and regulations are substantial. Possible future laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities could cause additional expense, capital expenditures, restrictions on or suspensions of our operations and delays in the development of our properties. Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of our past and current operations, which could lead to the imposition of substantial fines, penalties and other civil and criminal sanctions. Substantial costs and liabilities, including for restoring the environment after the closure of mines, are inherent in our operations. Although we believe we are in substantial compliance with applicable laws and regulations, we cannot assure you that any such law, regulation, enforcement or private claim will not have a negative effect on our business, financial condition or results of operations.
Some of our mining wastes are currently exempt to a limited extent from the extensive set of federal Environmental Protection Agency (EPA) regulations governing hazardous waste under the Resource Conservation and Recovery Act (RCRA). If the EPA designates these wastes as hazardous under RCRA, we would be required to expend additional amounts on the handling of such wastes and to make significant expenditures to construct hazardous waste disposal facilities. In addition, if any of these wastes causes contamination in or damage to the environment at a mining facility, such facility may be designated as a Superfund site under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). Under CERCLA, any owner or operator of a Superfund site since the time of its contamination may be held liable and may be forced to undertake extensive remedial cleanup action or to pay for the governments cleanup efforts. Additional regulations or requirements are also imposed upon our tailings and waste disposal areas in Idaho and Alaska under the federal Clean Water Act (CWA) and in Nevada under the Nevada Water Pollution Control Law which implements the CWA. Airborne emissions are subject to controls under air pollution statutes implementing the Clean Air Act in Nevada, Idaho and Alaska. Compliance with CERCLA, the CWA and state environmental laws could entail significant costs, which could have a material adverse effect on our operations.
In the context of environmental permits, including the approval of reclamation plans, we must comply with standards and regulations which entail significant costs and can entail significant delays. Such costs and delays could have a dramatic impact on our operations.
Mining companies are required to seek governmental permits for expansion of existing operations or for the commencement of new operations such as the Kensington development project. Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings. The duration and success of permitting efforts are contingent on many factors that are out of our control. The governmental approval process may increase costs and cause delays depending on the nature of the activity to be permitted, and could cause us to not proceed with the development of a mine. Accordingly, this approval process could harm our results of operations.
On February 2, 2005, the Southeast Alaska Conservation Council (SEACC) and a group of other community and private environmental groups filed an appeal of the U.S. Forest Service Record of Decision for the Final Supplemental Environmental Impact Statements for the Kensington Gold Project, alleging numerous ecological, cultural and recreational value threats posed by the project under various environmental and other laws and regulations. On March 23, 2005, the US Forest Service upheld its decision to approve the FSEIS. SEACC has also threatened to sue the U.S. Forest Service if relief is not obtained in the course of its administrative appeal. The Company is unable to predict what the outcome of a suit would be, if one is filed, or its impact upon the permitting process.
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Chile, Argentina and Bolivia are the most significant foreign countries in which we directly or indirectly own or operate mining properties or developmental projects. We also conduct exploratory projects in these countries. Argentina, while currently economically and politically stable, has experienced political instability, currency value fluctuations and changes in banking regulations in recent years. Although the governments and economies of Chile and Bolivia have been relatively stable in recent years, property ownership in a foreign country is generally subject to the risk of expropriation or nationalization with inadequate compensation. Any foreign operations or investment may also be adversely affected by exchange controls, currency fluctuations, taxation and laws or policies of particular countries as well as laws and policies of the United States affecting foreign trade investment and taxation. We may enter into agreements which require us to purchase currencies of foreign countries in which we do business in order to ensure fixed exchange rates. In the event that actual exchange rates vary from those set forth in the hedge contracts, we will experience U.S. dollar-denominated currency gains or losses. Future economic or political instabilities or changes in the laws of foreign countries in which we have significant operations or interests and unfavorable fluctuations in foreign currency exchange rates could negatively impact our foreign operations and our business as whole.
An important element of our business strategy is the opportunistic acquisition of silver and gold mines, properties and businesses. While it is our practice to engage independent mining consultants to assist in evaluating and making acquisitions, any mining properties we may acquire may not be developed profitably or, if profitable when acquired, that profitability might not be sustained. In connection with any future acquisitions, we may incur indebtedness or issue equity securities, resulting in dilution of the percentage ownership of existing shareholders. We intend to seek shareholder approval for any such acquisitions to the extent required by applicable law, regulations or stock exchange rules. We cannot predict the impact of future acquisitions on the price of our business or our common stock. Unprofitable acquisitions, or additional indebtedness or issuances of securities in connection with such acquisitions, may impact the price of our common stock and negatively affect our results of operations.
Because mines have limited lives based on proven and probable ore reserves, we are continually seeking to replace and expand our ore reserves. Identifying promising mining properties is difficult and speculative. Furthermore, we encounter strong competition from other mining companies in connection with the acquisition of properties producing or capable of producing silver and gold. Many of these companies have greater financial resources than we do. Consequently, we may be unable to replace and expand current ore reserves through the acquisition of new mining properties on terms we consider acceptable. As a result, our revenues from the sale of silver and gold may decline, resulting in lower income and reduced growth.
The validity of unpatented mining claims, which constitute a significant portion of our property holdings in the United States, is often uncertain and may be contested. Although we have attempted to acquire satisfactory title to undeveloped properties, we, in accordance with mining industry practice, do not generally obtain title opinions until a decision is made to develop a property. As a result, some titles, particularly titles to undeveloped properties, may be defective. Defective title to any of our mining claims could result in litigation, insurance claims, and potential losses affecting our business as a whole.
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Federal Natural Resources Action
An action was filed on March 22, 1996 in the United States District Court for the District of Idaho by the United States against various defendants, including the Company, asserting claims under CERCLA and the Clean Water Act for alleged damages to federal natural resources in the Coeur dAlene River Basin of Northern Idaho. The damages are claimed to result from alleged releases of hazardous substances from mining activities conducted in the area since the late 1800s.
The Company and representatives of the U.S. Government, including the Environmental Protection Agency, the Department of Interior and the Department of Agriculture, reached an agreement to settle the lawsuit. The terms of settlement are set forth in a Consent Decree issued by the court. Pursuant to the terms of the Consent Decree, dated May 14, 2001, the Company has paid the U.S. Government a total of approximately $3.9 million, of which $3.3 million was paid in May 2001 and the remaining $0.6 million was paid in June 2001. In addition, the Company will (i) pay the United States 50% of any future recoveries from insurance companies for claims for defense and indemnification under general liability insurance policies in excess of $0.6 million, (ii) accomplish certain cleanup work on the Mineral Point property and Caladay property, and (iii) make a conveyance to the U.S. or the State of Idaho of certain real property to possibly be used as a waste repository. Finally, commencing five years after effectiveness of the settlement, the Company will be obligated to pay net smelter return royalties on its operating properties, up to a maximum of $3.0 million, amounting to a 2% net smelter royalty on silver production if the price of silver exceeds $6.50 per ounce, and a $5.00 per ounce net smelter royalty on gold production if the price of gold exceeds $325 per ounce. The royalty payment obligation expires after May 14, 2021.
States of Maine, Idaho and Colorado Superfund Sites Related to Callahan Mining Corporation
During 1991, the Company acquired all of the outstanding common stock of Callahan Mining Corporation.
During 2001, the United States Forest Service made a formal request for information regarding the Deadwood Mine Site located in central Idaho. Callahan Mining Corporation had operated at this site during the 1940s. The Forest Service believes that some cleanup action is required at the location. However, Coeur dAlene Mines Corporation did not acquire Callahan until 1991, more than 40 years after Callahan disposed of its interest in the Deadwood property. The Company did not make any decisions with respect to generation, transport or disposal of hazardous waste at the site. Therefore, it is believed that the Company is not liable for any cleanup, and if Callahan might be liable, it has no substantial assets with which to satisfy any such liability. To date no claim has been made by the United States for any dollar amount of cleanup costs against either the Company or Callahan.
During 2002, the EPA made a formal request for information regarding a Callahan mine site in the State of Maine. Callahan operated there in the late 1960s, shut the operations down in the early 1970s and disposed of the property. The EPA contends that some cleanup action is warranted at the site, and listed it on the National Priorities List in late 2002. The Company believes that because it made no decisions with respect to generation, transport or disposal of hazardous waste at this location, it is not liable for any cleanup costs. If Callahan might have liability, it has no substantial assets with which to satisfy such liability. To date, no claim has been made for any dollar amount of cleanup costs against either the Company or Callahan.
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In January 2003, the U.S. Forest Service made a formal request for information regarding a Callahan mine site in the State of Colorado known as the Akron Mine Site. Callahan operated there in approximately the late 1930s through the 1940s, and to the Companys knowledge, disposed of the property. The Company is not aware of what, if any, cleanup action the Forest Service is contemplating. However, the Company did not make decisions with respect to generation, transport or disposal of hazardous waste at this location, and therefore believes it is not liable for any cleanup costs. If Callahan might have liability, it has no substantial assets with which to satisfy such liability. To date, no claim has been made for any dollar amount of cleanup costs against either the Company or Callahan.
Suit by Credit Suisse First Boston
On December 2, 2003, suit was filed by Credit Suisse First Boston against the Company in the United States District Court for the Southern District of New York (Docket No. 03 Civ 9547). The plaintiff alleges that the Company breached a contract between the parties providing for services to be furnished by the plaintiff to the defendant. Plaintiff alleges that it is entitled to damages in the amount of $2,400,000 attributed to the breach. The Company believes it did not breach the contract and that it is not liable. However, in the course of pretrial discovery proceedings the District Judge has ordered that the Company may not amend its pleadings to assert a certain counterclaim, and that an expert whom the Company desires to utilize at the time of trial may not testify. If the District Judge maintains his stance as stated, the Company may be exposed to summary judgment against it, when its side of the case cannot be fully presented through the use of an expert witness. However, the Company believes that if a motion for summary judgment is made by the plaintiff bank, and if the motion is granted, the trial courts ruling is subject to probable reversal on appeal. Upon trial after reversal, and with the use of an expert witness, the Company believes that it is more likely than not that the court will be convinced that the banks claim for damages is not valid.
Argentina Regulatory Issues
In September 2004 the Provincial government in Argentina made a formal demand upon the Companys wholly owned subsidiary which operates the Martha Mine for royalty payment attributed to ore mined and shipped in excess of payments made before the demand. The government takes the position that insufficient royalty is being paid. The demand was in the approximate amount of $200,000. The Company paid the demand under protest and is contesting the amount through an administrative review procedure. The Provincial government may make further such demands attributed to additional ore shipped from the mine. The Company is not able to predict at this time what the position of the Provincial government will be nor the amount of dollar exposure associated with further demands, if such demands are made.
Coeur dAlene Mines Corporation learned on November 19, 2004 that its wholly owned subsidiary, Compania Minera Polimet S.A. (Polimet), the owner of the Martha mine, is being investigated by Argentine governmental agencies. Based on discussions between the Companys counsel and governmental authorities, the Company currently believes that the investigation relates to operations carried out by the predecessor owner of Polimet. In particular, the Company understands that the investigation may focus on shipments of ore from the Martha mine made by the predecessor owner of Polimet in 2001 and early 2002, and whether such shipments complied with applicable export control laws. The Company acquired the stock of Polimet in April 2002.
At this point, neither the Company, Polimet nor any officer or director has been served with any complaint or subpoena, given any official written notice or formally charged with any offense. Consequently, the Company cannot state with certainty or specificity any allegations that may ultimately be brought against the Company, Polimet or their individual directors or officers, or what remedies may ultimately be sought or obtained against the Company. If the Company suffers any losses or damages related to operation of the Martha mine prior to the Companys ownership, the Company will pursue indemnification against the previous owner of Polimet.
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The Company believes it has fully complied with Argentine law since it acquired the Martha mine. If the Company or Polimet is formally charged or notified of a pending action, the Company will cooperate fully with the Argentine government authorities to resolve the matter.
Kensington Mine Permits
On February 7, 2005, the Southeast Alaska Conservation Council (SEACC) and a group of other community and private environmental groups filed an appeal with the Regional Forester of the U.S. Forest Service in Juneau, Alaska seeking to set aside the ROD for the FSEIS for the Kensington Gold Project. The appellants allege numerous threats to the Berners Bay ecological, cultural and recreational value in violation of the Endangered Species Act, the Alaska National Interest Lands Conservation Act, the National Environmental Policy Act, the National Forest Management Act, the Clean Water Act and other laws and agency regulations. The Company objected to the appellants allegations in support of the ROD for the FSEIS issued by the U.S. Forest Service. On March 23, 2005, the U.S. Forest Service upheld its decision to approve the FSEIS. SEACC has also threatened to sue the U.S. Forest Service if relief is not obtained in the course of its administrative appeal. The Company is unable to predict what the outcome of a suit would be, if one is filed, or its impact upon the permitting process.
The Companys website is http://www.coeur.com. Coeur makes available free of charge, on or through its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Forms 3 and 4, as soon as reasonably practicable after electronically filing such reports with the Securities and Exchange Commission. Copies of the charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board of Directors are available at our website www.coeur.com. Coeur has adopted a Code of Conduct and Ethics for Directors, Officers and Employees, including the chief executive officer, chief financial officer and controller. A copy of the code of ethics and our Corporate Governance Guidelines are available at our website www.coeur.com. Information contained on the Companys website is not a part of this report.
The Companys Board of Directors adopted an addendum to its Policies and Procedures Manual to establish a code of ethics for the chief executive and principal financial and accounting officers of the Company. The Company will provide a copy of the code free of charge to any person that requests a copy by writing to the Secretary, Coeur dAlene Mines Corporation, 400 Coeur dAlene Mines Building, 505 Front Avenue, Post Office Box I, Coeur dAlene, Idaho 83816-0316.
Not applicable.
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The following table sets forth certain information regarding the Companys current executive officers:
Name |
Age |
Positions with Coeur |
Since |
---|---|---|---|
Dennis E. Wheeler | 62 | Chairman of the Board | 1992 |
Chief Executive Officer and President | 1986 | ||
James A. Sabala |
50 | Executive Vice President | 2003 |
Chief Financial Officer | |||
Harry F. Cougher |
62 | Senior Vice President - North American Operations | 2005 |
Raymond Threlkeld |
58 | President - South American Operations | 2004 |
Donald J. Birak |
51 | Senior Vice President - Exploration | 2004 |
Alan L. Wilder |
56 | Senior Vice President - Project Development | 2004 |
Gary W. Banbury |
52 | Senior Vice President | 2004 |
Chief Administrative Officer | |||
James R. Arnold |
52 | Vice President - Technical Services | 2003 |
Mitchell J. Krebs |
33 | Vice President - Corporate Development | 2003 |
Tom T. Angelos |
49 | Controller | 2004 |
Chief Accounting Officer | |||
Jennifer E. Kean |
37 | Treasurer | 2004 |
Dennis E. Wheeler has been Chairman of the Board of Coeur dAlene Mines Corporation since May 1992 and Chief Executive Officer since December 1986. Previously, Mr. Wheeler served as President of Coeur, commencing in December 1980. Mr. Wheeler was our Chief Administrative Officer from December 1980 to December 1986, Secretary from January 1980 to December 1980 and Senior Vice President and General Counsel from 1978 to 1980.
James A. Sabala was appointed as Executive Vice President and Chief Financial Officer of Coeur in January 2003. Prior to that, Mr. Sabala was Vice President and Chief Financial Officer of Stillwater Mining Company from 1998 to 2003, and from 1981 to 1998 was employed by Coeur in various capacities, most recently as Executive Vice President and Chief Financial Officer.
Harry F. Cougher was appointed Senior Vice President North American Operations in January 2005. Prior to that Mr. Cougher was the Vice President and General Manager of Coeur Silver Valley since 2001. Previous to this Mr. Cougher served as Senior Vice President Mining & Chief Operating Officer for Sunshine Mining Company from 1994 to 2001.
Raymond Threlkeld was appointed Senior Vice President South American Operations of Coeur to manage ongoing silver/gold operations in Chile and Argentina, as well as the development-stage San Bartolome silver project in Bolivia. Mr. Threlkeld was most recently Regional Vice President Chile/Argentina, Barrick Gold Corporation, in charge of the development of the Veladero and Pascua Lama gold/silver deposits.
Donald J. Birak was appointed as Senior Vice President Exploration of Coeur in January 2004. Prior to that, Mr. Birak was employed with AngloGold North America, Inc. from March 1999 to January 20, 2004, as Vice President Exploration.
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Alan L. Wilder was appointed Senior Vice President Project Development in July 2004. Prior to that, Mr. Wilder was an independent consultant from July 2002 to July 2004 for Glamis Gold and Coeur dAlene Mines Corporation. Prior thereto, he was Project Manager for BHP Tintaya from February 2000 to June 2002 and from 1999 to 2000 he was an independent consultant for the mining industry.
Gary W. Banbury was appointed Senior Vice President and Chief Administrative Officer in February 2004. Prior to that, Mr. Banbury served as Vice PresidentAdministration and Human Resources from 2000 to 2004. Mr. Banbury held the position of Vice PresidentHuman Resources of Coeur from 1998 to 2000, and prior thereto he served as Manager of Human Resources with Coeur.
James R. Arnold was appointed as Vice President Technical Services in June 2003. From February 2002 to May 2003, Mr. Arnold served as Chief Operating Officer of Earthworks Technologies, Inc., a wholly owned subsidiary of Coeur. In addition, he was a principal with Knight Piesold and Company from September 1997 until February 2002 where he served as President and CEO.
Mitchell J. Krebs was appointed to the position of Vice PresidentCorporate Development of Coeur in February 2003. Mr. Krebs was employed as an independent consultant from September 2001, and from May 2000 through August 2001 was employed as the President of Mine Depot Inc. From August 1999 through April 2000, Mr. Krebs was an associate with Allied Capital Corporation. From August 1995 through November 1997, Mr. Krebs was employed by Coeur as ManagerAcquisition Evaluation.
Tom T. Angelos was appointed as Controller and Chief Accounting Officer of Coeur in September 2004. Prior to that, Mr. Angelos was Controller of Stillwater Mining Company from 1998 to 2004, and from 1983 to 1998 was employed by Coeur in various capacities, most recently as Controller.
Jennifer E. Kean was appointed as Treasurer of Coeur in September 2004. Previously, Ms. Kean held the position of Director of Corporate Planning and Assistant Treasurer from February to September 2004. Prior to that, Ms. Kean was the Director of Corporate Finance for Sony Pictures Entertainment from 2001 to 2003. Prior thereto, she was a Senior Associate with PriceWaterhouseCoopers from 2000 to 2001 and a Senior Consultant with Ernst & Young from 1995 to 1998.
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The Companys Common Stock is listed on the New York Stock Exchange (the NYSE), the Toronto Stock Exchange and the Pacific Exchange. The following table sets forth, for the periods indicated, the high and low closing sales prices of the Common Stock as reported by the NYSE:
High |
Low | |
---|---|---|
2003 | ||
First Quarter | $ 2.08 | $ 1.16 |
Second Quarter | $ 1.55 | $ 1.27 |
Third Quarter | $ 3.72 | $ 1.40 |
Fourth Quarter | $ 5.78 | $ 2.92 |
2004 | ||
First Quarter | $ 7.67 | $ 5.34 |
Second Quarter | $ 7.14 | $ 3.88 |
Third Quarter | $ 4.74 | $ 3.10 |
Fourth Quarter | $ 5.21 | $ 3.93 |
2005 | ||
First Quarter (through March 15, 2005) | $ 4.37 | $ 3.33 |
The Company has not paid per share cash distributions or dividends on its Common Stock since 1996. Future distributions or dividends on the Common Stock, if any, will be determined by the Companys Board of Directors and will depend upon the Companys results of operations, financial conditions, capital requirements and other factors.
At March 15, 2005, there were 5,221 record holders of the Companys outstanding Common Stock.
Sales of Securities Without Registration Under the Securities Act of 1933.
On February 26, 2003, the Company completed a private placement of $37.2 million principal amount of 9% Convertible Senior Subordinated Notes due February 2007 (the 9% Notes). The net proceeds were approximately $33.8 million, of which $10.0 million was available for general corporate purposes and the remainder was used to retire $22.4 million principal amount of the remaining $28.3 million principal amount of the Companys 6 3/8% Convertible Subordinated Debentures due January 2004 (the 6 3/8% Debentures). The 9% Notes were senior in right of payment to the 6 3/8% and 7 1/4% Debentures. The 9% Notes were convertible into Coeur common stock, at any time prior to maturity at a conversion price of $1.60 per share, subject to adjustment. Interest was payable semi-annually on February 15 and August 15 of each year. The 9% Notes were redeemable at the option of the Company six months after issuance, subject to certain conditions, and at the option of the holders in the event of a change in control. Of the financial advisory fees paid by the Company in connection with the issuance of the 9% Notes, the Company elected to issue 647,966 unregistered shares of common stock valued at $1.54 per share in lieu of cash. No underwriter was used with this transaction. The private placement was made to several accredited institutional investors. The private placement was exempt from registration under the Securities Act of 1933 by virtue of Regulation D thereunder.
The Company made no repurchases of its common stock during the year ended December 31, 2004.
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Equity Compensation Plan Information
The following table sets forth information as of December 31, 2004 regarding the Companys equity compensation plans.
Plan category |
Number of shares to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||
(a) | (b) | (c) | |||||||||
Equity compensation | |||||||||||
plans approved by | |||||||||||
security holders | 1,796,908 | $ 3.01 | 6,907,970 | ||||||||
Equity compensation | |||||||||||
plans not approved | |||||||||||
by security holders | 0 | -- | -- | ||||||||
Total | 1,796,908 | $ 3.01 | 6,907,970 |
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Item 6. Selected Financial Data
The following table summarizes certain selected consolidated financial data with respect to the Company and its subsidiaries and should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this report.
Income Statement Data: | 2004 |
2003 |
2002 |
2001 |
2000 | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(In thousands except per share data) | |||||||||||||||||
Revenues: |
|||||||||||||||||
Sales of metal(1) | $ | 130,245 | $ | 108,522 | $ | 86,333 | $ | 69,200 | $ | 93,174 | |||||||
Other income(2) | 3,205 | 2,019 | 8,544 | 2,712 | 8,032 | ||||||||||||
Total revenues | 133,450 | 110,541 | 94,877 | 71,912 | 101,206 | ||||||||||||
Costs and expenses: | |||||||||||||||||
Production costs | 79,790 | 77,861 | 82,855 | 69,149 | 86,661 | ||||||||||||
Depreciation and depletion | 18,800 | 16,627 | 13,511 | 11,347 | 20,785 | ||||||||||||
Administrative and general | 14,497 | 12,264 | 8,806 | 8,122 | 9,714 | ||||||||||||
Mining exploration | 11,068 | 4,947 | 3,849 | 10,046 | 9,412 | ||||||||||||
Pre-development | 11,449 | 1,967 | 2,606 | -- | -- | ||||||||||||
Interest expense | 2,831 | 12,851 | 21,948 | 14,592 | 16,999 | ||||||||||||
Write-down of mining properties and other(3) | 1,983 | 6,393 | 23,060 | 9,946 | 21,236 | ||||||||||||
Merger expenses | 15,675 | -- | -- | -- | -- | ||||||||||||
Loss (gain) on early retirement of debt (4) | -- | 41,564 | 19,061 | (48,217 | ) | (16,136 | ) | ||||||||||
Total expenses | 156,093 | 174,474 | 175,696 | 74,985 | 148,671 | ||||||||||||
Net loss from operations before income taxes | (22,643 | ) | (63,933 | ) | (80,819 | ) | (3,073 | ) | (47,465 | ) | |||||||
(Provision) benefit for income taxes | 5,785 | 7 | -- | 6 | (348 | ) | |||||||||||
Net loss before cumulative effect of change in | |||||||||||||||||
accounting principle | (16,858 | ) | (63,926 | ) | (80,819 | ) | (3,067 | ) | (47,813 | ) | |||||||
Cumulative effect of change in accounting principle | -- | (2,306 | ) | -- | -- | -- | |||||||||||
Net loss | $ | (16,858 | ) | $ | (66,232 | ) | $ | (80,819 | ) | $ | (3,067 | ) | $ | (47,813 | ) | ||
Other comprehensive loss | (908 | ) | (556 | ) | (1,470 | ) | 821 | (294 | ) | ||||||||
Comprehensive loss | (17,766 | ) | (66,788 | ) | (82,289 | ) | (2,246 | ) | (48,110 | ) | |||||||
Net loss attributable to common shareholders | $ | (16,858 | ) | $ | (66,232 | ) | $ | (80,819 | ) | $ | (3,067 | ) | $ | (49,993 | ) | ||
Basic and Diluted Earnings Per Share Data: | |||||||||||||||||
Net loss | $ | (0.08 | ) | $ | (0. 39 | ) | $ | (1.03 | ) | $ | (0.07 | ) | $ | (1.41 | ) | ||
Weighted average shares of Common stock | 215,969 | 168,186 | 78,193 | 41,946 | 35,439 | ||||||||||||
December 31, | |||||||||||||||||
Balance Sheet Data: | 2004 |
2003 |
2002 |
2001 |
2000 | ||||||||||||
(In thousands except per share data) | |||||||||||||||||
Total assets |
$ | 525,777 | $ | 259,467 | $ | 173,491 | $ | 210,380 | $ | 271,377 | |||||||
Working capital -(4) | $ | 349,560 | $ | 100,315 | $ | 7,034 | $ | 16,270 | $ | 52,263 | |||||||
Long-term liabilities | $ | 210,173 | $ | 39,529 | $ | 89,711 | $ | 141,877 | $ | 228,659 | |||||||
Shareholders' equity | $ | 293,454 | $ | 197,478 | $ | 47,687 | $ | 26,788 | $ | 17,440 |
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(1) | Historically, the Company has recorded revenue from concentrate sales agreements based on the gold and silver prices prevailing at the time risk of loss and title to the concentrate passes to third-party smelters (at the lower of month-end spot price or the average monthly price for that month). The final settlement price is not fixed until a later date (typically one to three months) based upon quoted metal prices by an established metal exchange as set forth in each contract, at such date. The Companys provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting. The embedded derivative is recorded as a derivative asset, in prepaid expenses and other or, a derivative liability on the balance sheet and is adjusted to fair value through revenue each period until the date of final gold and silver settlement. |
(2) | Included in other income for the year 2004 are: (i) loss on closure of gold forward sales contracts of $0.9 million, and (ii) $0.3 million of proceeds from the Handy and Harman bankruptcy settlement. Included in other income for the year 2003 are: (i) $0.4 million of insurance settlement (ii) $0.5 million of gains on foreign currency and (iii) $0.5 million of interest income. Included in other income for the year 2002 are: (i) the gain on the sale of Petorca of $1.4 million, and (ii) a gain on the sale of other assets of $3.2 million. Included in other income in 2001 was interest income of $2.7 million. Included in other income for the year 2000 are: (i) a gain recorded on mark to market of the Companys gold call positions sold of $4.1 million, and (ii) loss on investment in Pan American Silver Corp. stock of $2.3 million. |
(3) | The year 2002 includes an impairment to the Coeur Silver Valley properties of $19.0 million. The year 2001 includes an impairment to the Kensington property of $6.1 million. During 2001, the Company also recorded an expense of approximately $4.2 million for settlement of an environmental lawsuit, including $3.9 million in payments and estimated legal fees and other costs. As a consequence of the sale of the Companys shareholding in Gasgoyne Gold Mines NL, the Company recorded a write-down of $12.2 million in 2000 to reflect the excess book value of its shareholding in Gasgoyne above the $15.6 million sales price. |
(4) | During 2003, holders of $12.7 million of our 13 3/8% Convertible Senior Subordinated Notes due December 31, 2003 voluntarily converted such notes, in accordance with original terms, into approximately 9.6 million shares of common stock including payment for make whole provision for interest expense. |
During 2003, we also exchanged $27.9 million and $2.1 million principal amount of our outstanding 6 3/8% Convertible Subordinated Debentures due 2004 and our 7 1/4% Convertible Subordinated Debentures due 2005, respectively, in exchange for 18.5 million shares of common stock and recorded a loss on exchange and early retirement of debt of approximately $29.7 million. The shares included 0.5 million shares of common stock issued as payment for interest expense as part of the transaction. In conjunction with the issuance of the 9% Convertible Senior Subordinated Notes due 2007, we also issued 0.6 million shares of common stock for partial payment of offering costs of $1.0 million. |
In July 2003, we and each of the holders of our 9% Convertible Senior Subordinated Notes due 2007 entered into an Early Conversion Agreement, whereby such holders exchanged an aggregate of $32.6 million principal amount of our 9% Convertible Senior Subordinated Notes due 2007 for 27.5 million shares of common stock, including shares issued for accrued interest. We recorded a loss on early retirement of debt of $4.2 million in the third quarter of 2003 in conjunction with this transaction. On November 25, 2003, the Company issued 3.2 million shares of common stock in a registered offering, the proceeds of which were used to redeem $4.6 million principal amount of the 9% Convertible Senior Subordinated Notes and recorded a loss on the early retirement of debt of $7.6 million. |
In September 2002, the EITF issued 02-15, Determining Whether Certain Conversions of Convertible Debt to Equity Securities Are within the Scope of FASB Statement No. 84". The EITF concluded that the conversion of debt to equity pursuant to inducement should be accounted for in accordance with SFAS No. 84. SFAS No. 84 requires a non-cash charge to earnings for the implied value of an inducement to convert from convertible debt to common equity securities of the issuer. SFAS No. 84 does not apply, however, if the conversion of convertible debt is under the original terms of the debenture. |
We applied the provisions of SFAS No. 84 to all convertible debt for equity exchange transactions completed after September 11, 2002. In the fourth quarter of 2002, we purchased $10.3 million and $2.7 million aggregate principal amount of our 6 3/8% Convertible Subordinated Debentures due 2004 and our 7 1/4% Convertible Subordinated Debentures due 2005, respectively. We issued approximately 8.7 million shares of our common stock with a market value of approximately $17.2 million. The value of securities issuable pursuant to original conversion privileges was approximately $1.1 million. Therefore, pursuant to the provisions of SFAS No. 84, an induced debt conversion expense of $16.1 million was recorded and is included in gain (loss) on early retirement of debt in the consolidated statement of operations for the year December 31, 2002. |
42
We exchanged $13.7 million, $11.1 million and $3.0 million aggregate principal amount of our 6% Senior Convertible Debentures due 2002, our 6 3/8% Convertible Subordinated Debentures due 2004, and our 7 1/4% Convertible Subordinated Debentures due 2005, respectively, during the year ended December 31, 2002. We issued approximately 25.3 million shares of our common stock, including interest expense, and recorded a loss on early retirement of debt of approximately $19.1 million. In addition, holders of $28.8 million of Series I 13 3/8% Convertible Senior Subordinated Notes due December 2003 and $21.5 million of the Series II 13 3/8% Convertible Senior Subordinated Notes due December 2003 voluntarily converted such Notes, under the original terms of the applicable indentures, into approximately 37.1 million shares of common stock. We also issued 8.0 million shares of common stock as payment of interest expense on the 13 3/8% Notes. Transactions completed prior to September 11, 2002 were accounted for as extinguishments of debt, in accordance with APB No. 26, Early Extinguishment of Debt. |
During 2001, we issued 6.1 million shares of common stock in exchange for approximately $16.0 million in principal amount of our 7 1/4% Convertible Subordinated Debentures due 2005, and recorded a gain of approximately $9.0 million. Also during 2001, we completed an exchange offer whereby existing convertible subordinated debenture holders could exchange their existing debt for the newly registered 13 3/8% Convertible Senior Subordinated Notes due 2003. As a result of the exchange offer, we recorded a gain of $39.2 million, net of taxes and offering costs in the third quarter of 2001. |
During 2000, we repurchased approximately $9.1 million principal amount of our 6% Convertible Subordinated Debentures due 2002, approximately $0.6 million principal amount of our 6 3/8% Convertible Subordinated Debentures due 2004, and approximately $22.0 million principal amount of our outstanding 7 1/4% Convertible Subordinated Debentures due 2005. We paid a price for those repurchased debentures of approximately $14.1 million. As a result of these repurchases, we recorded a gain of approximately $16.1 million. |
The results of the Companys operations are significantly affected by the market prices of gold and silver which fluctuate widely and are affected by many factors beyond the Companys control, including interest rates, expectations regarding inflation, currency values, governmental decisions regarding the disposal of precious metals stockpiles, global and regional political and economic conditions, and other factors.
The Companys business strategy is to capitalize on the ore reserve/mineralized material bases located at its operating mines and the expertise of its management team to become the leading primary silver production company through long-term, cash flow generating growth. The principal elements of the Companys business strategy are to: (i) increase the Companys silver production and reserves in order to remain the nations largest primary silver producer and one of the worlds larger primary silver producers; (ii) decrease cash costs and increase production at the Companys existing silver mining operations; (iii) to transform development-stage properties into producing mines; (iv) acquire operating mines, exploration and/or development properties with a view to reducing the Companys cash and total costs, provide short-term positive cash flow return and expand its silver production base and reserves; and (v) continue to explore for new silver and gold discoveries primarily near its existing mine sites and evaluate new opportunities to expand its production through acquisitions and exploration.
The Rochester Mine, Cerro Bayo/Martha Mine and Silver Valleys Galena Mine, each operated by the Company, constituted the Companys principal sources of mining revenues in 2004.
43
Management considers the following policies to be most critical in understanding the judgments that are involved in preparing the Companys consolidated financial statements and the uncertainties that could impact its results of operations, financial condition and cash flows. Our consolidated financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. We have identified the policies below as critical to our business operations and the understanding of our results of operations. Managements discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). The preparation of these statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. We base these estimates on historical experience and on assumptions that we consider reasonable under the circumstances; however, reported results could differ from those based on the current estimates under different assumptions or conditions. The impact and any associated risks related to these policies on our business operations are discussed throughout Managements Discussion and Analysis of Financial Condition and Results of Operations. The areas requiring the use of managements estimates and assumptions relate to recoverable ounces from proven and probable reserves that are the basis of future cash flow estimates and units-of-production depreciation and amortization calculations; estimates of recoverable gold and silver ounces in ore on leach pad; reclamation and remediation costs; and post-employment and other employee benefit liabilities. For a detailed discussion on the application of these and other accounting policies, see Note B in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.
Revenue Recognition: Revenue is recognized when title to silver and gold passes to the buyer and when collectibility is reasonably assured. The passing of title to the customer is based on terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets for example, the London Bullion Market, an active and freely traded commodity market, for both gold and silver, in an identical form to the product sold.
Under our concentrate sales contracts with third-party smelters, final gold and silver prices are set on a specified future quotational period, typically one to three months, after the shipment date based on market metal prices. Revenues are recorded under these contracts at the time title passes to the buyer based on the forward price for the expected settlement period. The contracts, in general, provide for a provisional payment based upon provisional assays and quoted metal prices. Final settlement is based on the average applicable price for a specified future period, and generally occurs from three to six months after shipment. Final sales are settled using smelter weights, settlement assays (average of assays exchanged and/or umpire assay results) and are priced as specified in the smelter contract. The Companys provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting. The embedded derivative is recorded as a derivative asset in prepaid expenses and other, or a derivative liability on the balance sheet and is adjusted to fair value through revenue each period until the date of final gold and silver settlement. The form of the material being sold, after deduction for smelting and refining is in an identical form to that sold on the London Bullion Market. The form of the product is metal in flotation concentrate, which is the final process for which the company is responsible.
The effects of forward sales contracts are reflected in revenue at the date the related precious metals are delivered or the contracts expire. Third party smelting and refining costs are recorded as a reduction of revenue.
At December 31, 2004, the Company had outstanding provisionally priced sales of $26.7 million consisting of 2.5 million ounces of silver, 18,755 ounces of gold and 1.0 million pounds of copper. For each one cent per ounce change in realized silver price, revenue would vary (plus or minus) approximately $25,000; for each one dollar per ounce change in realized gold price, revenue would vary (plus or minus) approximately $18,755; and for each one cent per pound change in realized copper price, revenue would vary (plus or minus) approximately $10,000. At December 31, 2003, the Company had outstanding provisionally priced sales of $32.8 million, consisting of 3.7 million ounces of silver, 37,487 ounces of gold and 681,196 pounds of copper. For each one cent per ounce change in realized silver price, revenue would vary (plus or minus) approximately $37,000; for each one dollar per ounce change in realized gold price, revenue would vary (plus or minus) approximately $37,487; and for each one cent per pound change in realized copper price, revenue would vary (plus or minus) approximately $6,812.
44
Reserve Estimates. The preparation of this Annual Report on Form 10-K requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates. The most critical accounting principles upon which the Companys financial status depends are those requiring estimates of recoverable ounces from proven and probable reserves and/or assumptions of future commodity prices. There are a number of uncertainties inherent in estimating quantities of reserves, including many factors beyond our control. Ore reserves estimates are based upon engineering evaluations of samplings of drill holes and other openings. These estimates involve assumptions regarding future silver and gold prices, the geology of our mines, the mining methods we use and the related costs we incur to develop and mine our reserves. Changes in these assumptions could result in material adjustments to our reserve estimates. We use reserve estimates in determining the units-of-production depreciation and amortization expense, as well as in evaluating mine asset impairments.
We review and evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. We utilize the methodology set forth in Statement of Financial Accounting Standard (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Asset, to evaluate the recoverability of capitalized mineral property costs. An impairment is considered to exist if total estimated future cash flows or probability-weighted cash flows on an undiscounted basis is less than the carrying amount of the assets, including property, plant and equipment, mineral property, development property, and any deferred costs such as deferred stripping. The accounting estimates related to impairment are critical accounting estimates because the future cash flows used to determine whether an impairment exists is dependent on reserve estimates and other assumptions including, silver and gold prices, production levels, and capital and reclamation costs, all of which are based on detailed engineering life-of-mine plans. An impairment loss exists when estimated undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Any impairment loss recognized represents the excess of the assets carrying value as compared to its estimated fair value. The Company reviews the carrying value of its assets whenever events or changes in circumstances indicate that the carrying amount of its assets may not be fully recoverable. The Company has previously recorded $0.0 million, $0.0 million and $19.0 million in write-downs for the years ended December 31, 2004, 2003 and 2002, respectively.
The following table summarizes write-downs and other recorded for all years presented:
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Mineral property write-downs(1) | $ | -- | $ | -- | $ | 19,045 | |||||
Mine closure and holding costs (2) | 1,909 | 5,455 | 2,902 | ||||||||
Investment in new business venture(3) | 74 | 938 | 1,113 | ||||||||
Write-down of mineral properties and other | $ | 1,983 | $ | 6,393 | $ | 23,060 | |||||
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(1) | 2002 - - Coeur Silver Valley |
(2) | Holding costs at Coeur Silver Valley, Kensington and Cerro Bayo |
(3) | Earthworks Technology costs; 2003, 2002 |
We depreciate our property, plant and equipment, mining properties and mine development using the units-of-production method over the estimated life of the ore body based on our proven and probable recoverable reserves or on a straight-line basis over the useful life, whichever is shorter. The accounting estimates related to depreciation and amortization are critical accounting estimates because the 1) determination of reserves involves uncertainties with respect to the ultimate geology of our reserves and the assumptions used in determining the economic feasibility of mining those reserves and 2) changes in estimated proven and probable reserves and useful asset lives can have a material impact on net income.
Ore on leach pad. The Rochester Mine utilizes the heap leach process to extract silver and gold from ore. The heap leach process is a process of extracting silver and gold by placing ore on an impermeable pad and applying a diluted cyanide solution that dissolves a portion of the contained silver and gold, which are then recovered in metallurgical processes.
The key stages in the conversion of ore into silver and gold are (i) the blasting process in which the ore is broken into large pieces; (ii) the processing of the ore through a crushing facility that breaks it into smaller pieces; (iii) the transportation of the crushed ore to the leach pad where the leaching solution is applied; (iv) the collection of the leach solution; (v) subjecting the leach solution to the precipitation process, in which gold and silver is converted back to a fine solid; (vi) the conversion of the precipitate into dorè; and (vii) the conversion by a third party refinery of the dorè into refined silver and gold bullion.
We use several integrated steps to scientifically measure the metal content of ore placed on the leach pads during the key stages. As the ore body is drilled in preparation for the blasting process, samples of the drill residue are assayed to determine estimated quantities of contained metal. We estimate the quantity of ore by utilizing global positioning satellite survey techniques. We then process the ore through a crushing facility where the output is again weighed and sampled for assaying. A metallurgical reconciliation with the data collected from the mining operation is completed with appropriate adjustments made to previous estimates. We then transport the crushed ore to the leach pad for application of the leaching solution. As the leach solution is collected from the leach pads, we continuously sample for assaying. We measure the quantity of leach solution by flow meters throughout the leaching and precipitation process. After precipitation, the product is converted to dorè, which is the final product produced by the mine. We again sample and assay the dorè,. Finally, a third party smelter converts the dorè into refined silver and gold bullion. At this point are we able to determine final ounces of silver and gold available for sale. We then review this end result and reconcile it to the estimates we had used and developed throughout the production process. Based on this review, we adjust our estimation procedures when appropriate.
Our reported inventories include metals estimated to be contained in the ore on the leach pads of $43.8 million as of December 31, 2004. Of this amount, $15.0 million is reported as a current asset and $28.8 million is reported as a noncurrent asset. The distinction between current and noncurrent is based upon the expected length of time necessary for the leaching process to remove the metals from the broken ore. The historical cost of the metal that is expected to be extracted within twelve months is classified as current and the historical cost of metals contained within the broken ore that will be extracted beyond twelve months is classified as noncurrent.
The estimate of both the ultimate recovery expected over time, and the quantity of metal that may be extracted relative to such twelve month period, requires the use of estimates which are inherently inaccurate since they rely upon laboratory testwork. Testwork consists of 60 day leach columns from which we project metal recoveries into the future. The quantities of metal contained in the ore are based upon actual weights and assay analysis. The rate at which the leach process extracts gold and silver from the crushed ore is based upon laboratory column tests and actual experience occurring over approximately eighteen years of leach pad operation at the Rochester Mine. The assumptions we use to measure metal content during each stage of the inventory conversion process includes estimated recovery rates based on laboratory testing and assaying. We periodically review our estimates compared to actual experience and revise our estimates when appropriate. The length of time necessary to achieve our currently estimated ultimate recoveries of 61.5% for silver and 93% for gold is estimated to be between 5 and 10 years. However, the ultimate recovery will not be known until leaching operations cease, which is currently estimated for 2011.
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When we began operations in 1986, based solely on laboratory testing, we estimated the ultimate recovery of silver and gold at 50% and 80%, respectively. Since 1986, we have adjusted the expected ultimate recovery 3 times (once in each of 1989, 1997 and 2003) based upon actual experience gained from leach operations. In 1989, we increased our estimated recoveries for silver and gold to 55% and 85%, respectively. The change was accounted for prospectively as a change in estimate, which had the effect of increasing the estimated recoverable ounces of silver and gold contained in the heap by 1.6 million ounces and 10,000 ounces, respectively. In 1997, we revised our estimated recoveries for silver and gold to 59% and 89%, respectively, which increased the estimated recoverable ounces of silver and gold contained in the heap by 4.7 million ounces and 39,000 ounces, respectively. Finally, in 2003, we revised our estimated recoveries for silver and gold to 61.5% and 93%, respectively, which increased the estimated recoverable ounces of silver and gold contained in the heap by 1.8 million ounces and 41,000 ounces, respectively.
If our estimate of ultimate recovery requires adjustment, the impact upon our inventory valuation and upon our income statement would be as follows:
Positive/Negative Change in Silver Recovery |
Positive/Negative Change in Gold Recovery | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1% |
2% |
3% |
1% |
2% |
3% | |||||||||||||||
Quantity of recoverable | ||||||||||||||||||||
ounces | 1.5 million | 3.1 million | 4.6 million | 10,800 | 21,700 | 32,500 | ||||||||||||||
Positive impact on | ||||||||||||||||||||
future cost of | ||||||||||||||||||||
production per silver | ||||||||||||||||||||
equivalent ounce for | ||||||||||||||||||||
increases in recovery | ||||||||||||||||||||
rates | $0.66 | $1.15 | $1.54 | $0.31 | $0.59 | $0.83 | ||||||||||||||
Negative impact on | ||||||||||||||||||||
future cost of | ||||||||||||||||||||
production per silver | ||||||||||||||||||||
equivalent ounce for | ||||||||||||||||||||
decreases in recovery | ||||||||||||||||||||
rates | $0.91 | $2.27 | $4.49 | $0.36 | $0.78 | $1.28 |
Inventories of ore on leach pads are valued based upon actual costs incurred to place such ore on the leach pad, less costs allocated to minerals recovered through the leach process. The costs consist of those production activities occurring at the mine site and include the costs, including depreciation, associated with mining, crushing and precipitation circuits. In addition, refining is provided by a third party refiner to place the metal extracted from the leach pad in a saleable form. These additional costs are considered in the valuation of inventory.
Reclamation and remediation costs. Reclamation and remediation costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties as well as remediation cost for inactive properties. Such costs related to active mines are accrued and charged over the expected operating lives of the mines using the units-of-production method.
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The estimated undiscounted cash flows generated by our assets and the estimated liabilities for reclamation and remediation are determined using the Companys assumptions about future costs, mineral prices, mineral processing recovery rates, production levels and capital and reclamation costs. Such assumptions are based on the Companys current mining plan and the best available information for making such estimates. On an ongoing basis, management evaluates its estimates and assumptions; however, actual amounts could differ from those based on such estimates and assumptions.
Pension and other Benefit Plans. Pension and other benefit plan costs can be impacted by actual results over future periods. If the difference between expected returns and actual results falls outside certain limits, the difference will be amortized into future earnings on a straight-line basis over the average remaining working life of the participants. The long-term expected rate of return on plan assets for purposes of the actuarial valuation was assumed to be 6% and 6% as of December 31, 2004 and 2003, respectively.
The following table provides details of the pension plans asset mix at December 31, 2004:
Asset Class |
Actual Mix |
Target Mix |
Expected Rate of Return |
Standard Deviation or Volatility | ||||||||||
U.S. equity investments | 42 | % | 30 | % | 8.75 | % | 16.00 | % | ||||||
Guaranteed investment contracts | 9 | % | 10 | % | 4.00 | % | 1.00 | % | ||||||
Fixed income investments | 27 | % | 30 | % | 5.50 | % | 7.25 | % | ||||||
S&P 500 index fund | 22 | % | 30 | % | 8.75 | % | 16.00 | % | ||||||
7.40 | % | 11.00 | % |
The Plans Trustees evaluate the level of volatility within the total Trust and each of its component investments making appropriate inquiries to the plans investment advisors when prudent. See Note M to the Companys consolidated financial statements for more detail.
The Companys total production in 2004 was 14.1 million ounces of silver and 129,300 ounces of gold, compared to 14.2 million ounces of silver and 119,500 ounces of gold in 2003. Total estimated proven and probable reserves at December 31, 2004 were approximately 196.2 million ounces of silver and 1.4 million ounces of gold, compared to silver and gold reserves at December 31, 2003 of approximately 174.6 million ounces and 1.4 million ounces, respectively.
The following table shows the estimated amounts of proven and probable reserves and mineralized material at the Companys following locations (1):
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Proven and Probable (1) | ||||||||||||||||||||||||||
(000's) | (000's) | Mineralized Material | ||||||||||||||||||||||||
Tons (000's) |
Grade Ag |
Grade Au |
Ounces AG |
Ounces AU |
Tons (000's) |
Grade Ag |
Grade Au | |||||||||||||||||||
Rochester | 23,998 | 0.86 | 0.009 | 20,731 | 213 | 35,064 | 0.86 | 0.005 | ||||||||||||||||||
Silver Valley | 718 | 18.84 | -- | 13,518 | -- | 2,169 | 10.92 | -- | ||||||||||||||||||
Cerro Bayo | 862 | 7.09 | 0.134 | 6,109 | 116 | 3,829 | 4.29 | 0.081 | ||||||||||||||||||
Mina Martha | 57 | 68.56 | 0.085 | 3,930 | 5 | 74 | 52.75 | 0.058 | ||||||||||||||||||
San Bartolome | 46,176 | 3.29 | -- | 151,882 | -- | 1,166 | 3.44 | -- | ||||||||||||||||||
Kensington (2) | 4,206 | -- | 0.250 | -- | 1,050 | 3,116 | -- | 0.270 | ||||||||||||||||||
Total tons | 76,017 | -- | -- | -- | -- | 45,418 | -- | -- | ||||||||||||||||||
Silver | 71,811 | 2.73 | -- | 196,170 | -- | 42,302 | 1.84 | -- | ||||||||||||||||||
Gold | 29,123 | -- | 0.047 | -- | 1,384 | 42,083 | -- | 0.032 |
(1) | Reserves using silver price of $6.00 and gold price of $390. |
(2) | Reserves using gold price of $375 |
The ore reserves at December 31, 2004 may change with fluctuations in the price of gold and silver. The following table shows the estimated changes to ore reserves at different pricing ranges.
Proven and Probable Ore Reserve Sensitivity to Prices | |||||
Per ounce Silver Price |
Per ounce Gold Price |
Tons (000's) |
(000's) Ounces AG |
(000's) Ounces AU | |
Rochester (1) | $5.00 | $340 | 18,863 | 18,682 | 196 |
$5.50 | $375 | 26,403 | 24,629 | 240 | |
$6.00 | $390 | 34,741 | 31,836 | 279 | |
Silver Valley | $5.00 | $340 | 364 | 8,136 | -- |
$5.50 | $375 | 420 | 9,092 | -- | |
$6.00 | $390 | 718 | 13,518 | -- | |
Cerro Bayo | $5.00 | $340 | 862 | 6,109 | 116 |
$5.50 | $375 | 862 | 6,109 | 116 | |
$6.00 | $390 | 862 | 6,109 | 116 | |
Mina Martha | $5.00 | $340 | 52 | 3,740 | 4 |
$5.50 | $375 | 54 | 3,864 | 5 | |
$6.00 | $390 | 57 | 3,935 | 5 |
(1) | Rochester sensitivities are as contained within raw, un-optimized Whittle pit shells. |
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The following table presents total production by company for the years ended December 31:
2004 |
2003 |
2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
ROCHESTER MINE | |||||||||||
Silver ozs | 5,669,074 | 5,585,385 | 6,417,792 | ||||||||
Gold ozs | 69,456 | 52,363 | 71,905 | ||||||||
Cash Costs per oz./silver | $3.93 | $4.67 | $2.99 | ||||||||
Full Costs per oz./silver | $5.66 | $5.58 | $3.75 | ||||||||
GALENA MINE (COEUR SILVER VALLEY) | |||||||||||
Silver ozs | 3,521,813 | 3,735,663 | 5,302,721 | ||||||||
Cash Costs per oz./silver | $5.46 | $4.66 | $4.25 | ||||||||
Full Costs per oz./silver | $6.02 | $5.03 | $5.00 | ||||||||
CERRO BAYO/MARTHA (A) | |||||||||||
Silver ozs | 4,944,261 | 4,868,854 | 3,112,169 | ||||||||
Gold ozs | 59,876 | 67,155 | 45,209 | ||||||||
Cash Costs per oz./silver | $2.07 | $0.60 | $0.38 | ||||||||
Full Costs per oz./silver | $3.33 | $2.53 | $1.86 | ||||||||
CONSOLIDATED TOTALS | |||||||||||
Silver ozs | 14,135,148 | 14,189,902 | 14,832,682 | ||||||||
Gold ozs | 129,332 | 119,518 | 117,114 | ||||||||
Cash Costs per oz./silver | $3.66 | $3.27 | $2.89 | ||||||||
Full Costs per oz./silver | $4.94 | $4.39 | $3.80 | ||||||||
Silver ozs. sold | 13,263,330 | 14,894,210 | 13,347,477 | ||||||||
Gold ozs. sold | 115,996 | 126,942 | 98,537 | ||||||||
Price realized per oz./silver | $6.82 | $4.89 | $4.63 | ||||||||
Price realized per oz./gold | $410 | $345 | $311 |
(A) The Company commenced operations at Cerro Bayo and Martha in April 2002 and June 2002, respectively.
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The following tables present reconciliation between Non-GAAP cash costs per ounce to GAAP production costs:
YEAR ENDED DECEMBER 31, 2004 (In thousands except ounces and per ounce costs) | ||||||||||||||
Rochester |
Galena |
Cerro Bayo/ Martha(1) |
Total | |||||||||||
Production of Silver (ounces) |
5,669,074 | 3,521,813 | 4,944,261 | 14,135,148 | ||||||||||
Cash Costs per ounce | $ | 3.93 | $ | 5.46 | $ | 2.07 | $ | 3.66 | ||||||
Total Cash Costs (000's) | $ | 22,287 | $ | 19,231 | $ | 10,228 | $ | 51,746 | ||||||
Add/Subtract: | ||||||||||||||
Third Party Smelting Costs | (923 | ) | (5,499 | ) | (6,250 | ) | (12,672 | ) | ||||||
By-Product Credit | 28,646 | 3,766 | 24,796 | 57,208 | ||||||||||
Deferred Stripping Adjustment | (403 | ) | 1 | 110 | (292 | ) | ||||||||
Change in Inventory | (13,380 | ) | 756 | (3,576 | ) | (16,200 | ) | |||||||
Production Costs (GAAP) | $ | 36,227 | $ | 18,255 | $ | 25,308 | $ | 79,790 | ||||||
YEAR ENDED DECEMBER 31, 2003 (In thousands except ounces and per ounce costs) | ||||||||||||||
Rochester |
Galena |
Cerro Bayo/ Martha(1) |
Total | |||||||||||
Production of Silver (ounces) | 5,585,385 | 3,735,663 | 4,868,854 | 14,189,902 | ||||||||||
Cash Costs per ounce | $ | 4.67 | $ | 4.66 | $ | 0.60 | $ | 3.27 | ||||||
Total Cash Costs (000's) | $ | 26,062 | $ | 17,392 | $ | 2,911 | $ | 46,365 | ||||||
Add/Subtract: | ||||||||||||||
Third Party Smelting Costs | (811 | ) | (4,939 | ) | (4,675 | ) | (10,425 | ) | ||||||
By-Product Credit | 18,980 | 2,256 | 24,383 | 45,619 | ||||||||||
Deferred Stripping Adjustment | (322 | ) | -- | -- | (322 | ) | ||||||||
Change in Inventory | (5,149 | ) | (165 | ) | 1,938 | (3,376 | ) | |||||||
Production Costs (GAAP) | $ | 38,760 | $ | 14,544 | $ | 24,557 | $ | 77,861 | ||||||
YEAR ENDED DECEMBER 31, 2002 (In thousands except ounces and per ounce costs) | ||||||||||||||
Rochester |
Galena |
Cerro Bayo/ Martha(1) |
Total | |||||||||||
Production of Silver (ounces) | 6,417,792 | 5,302,721 | 3,112,169 | 14,832,682 | ||||||||||
Cash Costs per ounce | $ | 2.99 | $ | 4.25 | $ | 0.38 | $ | 2.89 | ||||||
Total Cash Costs | $ | 19,206 | $ | 22,531 | $ | 1,191 | $ | 42,928 | ||||||
Add/Subtract: | ||||||||||||||
Third Party Smelting Costs | (1,013 | ) | (7,576 | ) | (1,003 | ) | (9,592 | ) | ||||||
By-Product Credit | 22,328 | 3,058 | 14,495 | 39,881 | ||||||||||
Accrued Reclamation Costs | 1,161 | 636 | 86 | 1,883 | ||||||||||
Deferred Stripping Adjustment | (174 | ) | -- | -- | (174 | ) | ||||||||
Change in Inventory | 15,122 | (125 | ) | (7,068 | ) | 7,929 | ||||||||
Production Costs (GAAP) | $ | 56,630 | $ | 18,524 | $ | 7,701 | $ | 82,855 | ||||||
(1) The Company commenced operations at Cerro Bayo and Martha in April 2002 and June 2002, respectively.
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Cash Costs per Ounce are calculated by dividing the cash costs computed for each of the Companys mining properties for a specified period by the amount of gold ounces or silver ounces produced by that property during that same period. Management uses cash costs per ounce as a key indicator of the profitability of each of its mining properties. Gold and silver are sold and priced in the world financial markets on a US dollar per ounce basis. By calculating the cash costs from each of the Companys mines on the same unit basis, management can easily determine the gross margin that each ounce of gold and silver produced is generating.
Cash Costs are costs directly related to the physical activities of producing silver and gold, and include mining, processing and other plant costs, third-party refining and smelting costs, marketing expense, on-site general and administrative costs, royalties, in-mine drilling expenditures that are related to production and other direct costs. Sales of by-product metals are deducted from the above in computing cash costs. Cash costs exclude depreciation, depletion and amortization, corporate general and administrative expense, exploration, interest, and pre-feasibility costs and accruals for mine reclamation. Cash costs calculated and presented using the Gold Institute Production Cost Standard applied consistently for all periods presented.
Total cash costs per ounce is a non-GAAP measurement and you are cautioned not to place undue reliance on it and are urged to read all GAAP accounting disclosures presented in the consolidated financial statements and accompanying footnotes. In addition, see the reconciliation of cash costs to production costs above.
Revenues
Sales of concentrates and dorè in the year ended December 31, 2004 increased by $21.7 million, or 20%, over the year ended December 31, 2003 to $130.2 million. The increase in sales was attributable to increased metal prices received in 2004 compared with 2003. In 2004, the Company sold 13.3 million ounces of silver and 116,000 ounces of gold, compared to sales of 14.9 million ounces of silver and 127,000 ounces of gold in 2003. In the year ended December 31, 2004, the Company produced a total of 14.1 million ounces of silver and 129,332 ounces of gold compared to 14.2 million ounces of silver and 119,518 ounces of gold in 2003. In the year ended December 31, 2004, the Company realized average silver and gold prices of $6.82 and $410, respectively, compared with realized average prices of $4.89 and $345, respectively, in the prior year.
Interest and other income in the year ended December 31, 2004 increased by $1.2 million compared with the year ended December 31, 2003. The increase is attributable to an increase in the level of cash, cash equivalents and short-term investments held during 2004 as compared to 2003.
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Costs, Expenses and Write-downs
The following table sets forth year 2004 versus year 2003 costs, expenses and write-downs:
Production costs in the year ended December 31, 2004 increased by $1.9 million, or 2%, over the year ended December 31, 2003 to $79.8 million. The increase in production costs is primarily due to increased costs at the Companys Galena and Cerro Bayo/Martha mines. At the Galena mine, the cash cost per ounce of silver production increased to $5.46 per ounce compared to $4.66 per ounce in 2003. The higher cost in 2004 is attributable to the mining of lower-grade ore and the conversion to higher-cost mining methods needed to accommodate ground conditions in certain mining areas during 2004. Also contributing to higher costs were increased mine repair in connection with the ongoing optimization plan designed to increase production in future years. At the Cerro Bayo/Martha mine, the cash cost per ounce of production increased to $2.07 per silver ounce in 2004 compared to $0.60 in 2003. The increase in costs is primarily attributable to the mining of lower-grade ore in 2004 compared to 2003. All operations were impacted by increasing costs for consumables, particularly diesel and steel. The increases at Galena and Cerro Bayo/Martha were partially offset by lower costs at the Rochester mine. At Rochester, the cash cost per ounce of silver production declined to $3.93 in 2004 compared to $4.67 in 2003. The decrease is primarily attributable to the increased production of by-product gold in 2004 occurring as a result of the mining of higher-grade gold ores.
Depreciation and amortization increased in the year ended December 31, 2004 by $2.2 million, or 13%, over the prior year, primarily due to the placement of additional assets, particularly the new crusher facility at Rochester, in service during the year.
Administrative and general expenses increased $2.2 million in the year ended December 31, 2004 compared to 2003 due primarily to costs associated with the implementation of Sarbanes-Oxley Section 404 activities, the termination of certain benefit plans and increased stock exchange fees resulting from an increase of the number of common shares outstanding.
Exploration expenses increased $6.1 million in the year ended December 31, 2004 compared to 2003, due to increased exploration activity at the Cerro Bayo and Mina Martha mines and increased activity to identify additional business opportunities.
Pre-development expense increased $9.5 million as a result of an increased level of activity at the San Bartolome and Kensington mines during 2004. In the fourth quarter of 2004, we commenced construction activities at the San Bartolome project and as a result, $1.0 million of expenditures were capitalized.
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Interest expenses decreased $10.0 million in the year ended December 31, 2004 compared to 2003, as a result of the completion of the Companys restructuring program which was substantially completed in 2003.
Write-downs of mining properties and other expenses amounted to $2.0 million in 2004 compared to $6.4 million in 2003. The decrease is primarily the result of classification of Kensington costs as pre-development in 2004 and reduced holding costs at the Galena mine stemming from its temporary shutdown in the third quarter of 2003.
Expenses of $15.7 million were incurred in 2004 in connection with the Companys tender offer for outstanding shares of Wheaton River Minerals Ltd. That offer expired on September 30, 2004, with Coeur not purchasing any Wheaton shares tendered due to unsatisfied conditions of the offer. No such expenses were incurred in 2003.
During 2003, the Company completed a debt restructuring program; therefore, no loss on exchange on early retirement of debt was incurred in 2004 compared to a $41.6 million loss in 2003. See Debt Reduction Program discussion below.
Income Taxes
The Company recorded an income tax benefit of $5.8 million or 25.6% of pre-tax loss for the year 2004. The tax benefit is comprised of a $4.4 million benefit for income taxes associated with the expected utilization of past net operating losses and $1.4 million reversal of a previous tax accrual.
Cumulative Effect of Change in Accounting Principle
Effective January 1, 2003, the Company was required by the FASB to recognize the full discounted estimated future reclamation liability and set up a corresponding asset to be amortized over the life of the mine on a units-of-production basis. The impact of this change was accounted for as a change in accounting principle as of January 1, 2003. Prior to 2003, the Company recognized a pro rata share of the future estimated reclamation liability on a units-of-production basis. See Note I to the Consolidated Financial Statements Reclamation and remediation costs.
Net Loss
As a result of the above, the Companys net loss amounted to approximately $16.9 million in the year ended December 31, 2004 compared to a net loss of $66.2 million in the year ended December 31, 2003.
Revenues
Sales of concentrates and dorè in the year ended December 31, 2003 increased by $22.2 million, or 26%, over the year ended December 31, 2002 to $108.5 million. The increase in sales was primarily attributable to an increase in the quantity of silver and gold sold during 2003, increased metal prices received in 2003 compared with 2002 and an increase in gain on embedded derivative of $0.4 million for the year ended December 31, 2003. In 2003, the Company sold 14.9 million ounces of silver and 127,000 ounces of gold, compared to sales of 13.3 million ounces of silver and 99,000 ounces of gold in 2002. In the year ended December 31, 2003, the Company produced a total of 14.2 million ounces of silver and 120,000 ounces of gold compared to 14.8 million ounces of silver and 117,000 ounces of gold in 2002. In the year ended December 31, 2003, the Company realized average silver and gold prices of $4.89 and $345, respectively, compared with realized average prices of $4.63 and $311, respectively, in the prior year.
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Interest and other income in the year ended December 31, 2003 decreased by $6.5 million compared with the year ended December 31, 2002. The primary reason for the decrease is due to gains recorded in 2002 of $3.2 million for assets sold from Silver Valley and $1.4 million for the sale of the Petorca mine.
Costs, Expenses and Write-downs
The following table sets forth year 2003 versus year 2002 costs, expenses and write-downs:
Production costs in the year ended December 31, 2003 decreased by $5.0 million, or 6%, from the year ended December 31, 2002 to $77.9 million. The decrease in production costs is primarily due to increased production from the Companys low-cost Cerro Bayo and Martha mines resulting in lower total production costs in 2003 compared to 2002. The decrease in production costs was offset partially by increased costs at the Companys Rochester mine due to a crusher relocation and increased costs at the Companys Galena mine due to the implementation of a long-range optimization plan.
Depreciation and amortization increased in the year ended December 31, 2003 by $3.1 million, or 23%, over the prior year, primarily due to increased production at the Cerro Bayo mine and reduced depletion expense at the Galena mine.
Administrative and general expenses increased $3.5 million in the year ended December 31, 2003 compared to 2002 due primarily to costs associated with the Companys restructuring activities in 2003.
Exploration expenses increased $1.1 million in the year ended December 31, 2003 compared to 2002, due to increased exploration activity at the Cerro Bayo and Mina Martha mines.
Pre-development expense decreased $0.6 million as a result of a lower level of activity at the San Bartolome mine during the first half of 2003.
Interest expense decreased $9.1 million in the year ended December 31, 2003 compared to 2002, due to a reduction in debt levels associated with the Companys restructuring program which was substantially completed in 2003.
Write-downs of mining properties and other expenses amounted to $6.4 million in 2003, primarily as a result of holding costs at the Galena and Rochester mines for maintenance and crusher relocation in 2003. Write-downs of mining properties and other expenses in 2002 amounted to a total of $23.1 million, primarily as a result of (i) $19.0 million write-down of the Silver Valley property, (ii) $2.9 million of mine closing and holding costs at Petorca and Kensington and (iii) $1.1 million on environmental charges.
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Early retirement of debt resulted in a $41.6 million loss in 2003 compared to a $19.1 million loss in 2002. During 2003, the Company reduced its total debt by $70.0 million from December 31, 2002 to December 31, 2003. See Debt Reduction Program discussion below.
Cumulative Effect of Change in Accounting Principle
Effective with the first quarter of 2003 the Company was required by the FASB to change the methodology used to recognize its reclamation obligations. Prior to 2003, the Company recognized a pro rata share of the future estimated reclamation liability on a units-of-production basis. After January 1, 2003 companies are required to recognize the full discounted estimated future reclamation liability and set up a corresponding asset to be amortized over the life of the mine on a units-of-production basis. The impact of this change was accounted for as a change in accounting principle as of January 1, 2003. See Note I to the Consolidated Financial Statements Reclamation and remediation costs.
Net Loss
As a result of the above, the Companys net loss amounted to approximately $66.2 million in the year ended December 31, 2003 compared to a net loss of $80.8 million in the year ended December 31, 2002.
Working Capital; Cash and Cash Equivalents
The Companys working capital at December 31, 2004 was approximately $349.6 million compared to $100.3 million at December 31, 2003. The ratio of current assets to current liabilities was 16.8 to 1 at December 31, 2004 compared to 5.5 to 1 at December 31, 2003. The increase in working capital is primarily the result of issuance of $180 million of 1 ¼% Convertible Senior Notes due January 2024 and issuance of 26,625,200 shares of common stock during 2004.
Net cash used in operating activities in 2004 was $18.6 million compared with $5.1 million used in operating activities in 2003. The increase of $13.5 million is primarily attributable to increased inventories and receivables in 2004 compared to 2003.
A total of $43.8 million was used by investing activities in 2004 compared to $33.4 million used in 2003. The increase of $10.4 million is due to an increase in the net purchases of short-term investments of $20.1 million offset by a decrease in capital expenditures of $9.4 million in 2004 compared to 2003.
The Companys financing activities provided $273.0 million during 2004 compared to $91.8 million in 2003. The increase is primarily due to the proceeds received from the issuance in 2004 of $112.6 million of common stock and the issuance of 1 ¼% Convertible Senior Notes of $173.9 million, net of issuance costs.
The Company believes its cash, cash equivalents and short-term investments and cash from operations will be adequate to meet its obligations during the next twelve months. Nevertheless, if the Company decides to pursue additional mineral interests or acquisitions, additional equity issuances or financing may be necessary. There can be no assurances that such financing will be available when or if needed.
The Companys cash flow forecasts indicate that approximately $181.2 million will be spent during 2005 on capital expenditures at its operating mines. The Company has commenced construction on the San Bartolome silver project and expects to commence construction its Kensington gold project during 2005. The Company currently estimates capital costs for these projects at approximately $226.5 million. In the fourth quarter of 2004, the US Forest Service issued its Record of Decision for the Final Environmental Impact Statement. It is expected that, subject to the resolution of a recently filed appeal of that decision, the remaining permits will be received in the first half of 2005, that construction will commence and that the project will begin commercial production in 2006. At San Bartolome, an updated feasibility study was completed in 2004 and construction has commenced. It is estimated that the San Bartolome project will commence production in the second half of 2006.
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Capitalized Expenditures
During 2004, the Company expended $3.5 million at the Rochester mine, $3.1 million for continuing mine development at the Cerro Bayo and Mina Martha properties, $2.2 million at the Galena mine and $1.0 million for the development of the San Bartolome mine. During 2005, the Company plans to expend $1.4 million for investment activities at the Rochester mine, $3.8 million at the Galena mine, $2.7 million at Cerro Bayo, $3.6 million at the Kensington development property and $93.1 million at the San Bartolome development property. An updated feasibility study was completed in 2004 for the San Bartolome project and construction has commenced. It is estimated that the San Bartolome project will commence production in the second half of 2006. An updated feasibility study was completed during 2004 for the Kensington project. In the fourth quarter of 2004, the US Forest Service issued its Record of Decision for the Final Supplemental Environmental Impact Statement. It is expected that, subject to the resolution of a recently filed appeal of that decision, the remaining permits will be received in the first half of 2005, that construction will commence and that the project will begin commercial production in 2006.
Debt Reduction Program
During the past five years, the Company has pursued a program of restructuring and reducing its outstanding indebtedness, which has resulted in a reduction of long-term debt from $246.5 million at December 31, 1998 to $180.0 million at December 31, 2004. In addition, the interest rate on the long-term debt has been reduced to 1 ¼%. A summary of the major components of the program are as follows:
2002 Private Placement Transaction
In May 2002, the Company issued $21.5 million principal amount of new Series II 13 3/8% Convertible Senior Subordinated Notes (Series II 13 3/8% Notes) due December 2003, for proceeds of approximately $13.5 million, net of discount of $5.5 million and offering costs of approximately $1.9 million. Proceeds from this transaction were used to retire the remaining outstanding $9.4 million of 6% Convertible Subordinated Debentures due June 10, 2002 upon their maturity along with accrued interest and for general corporate purposes. The Series II 13 3/8% Notes were issued on similar terms, subject to certain contingent provisions, as the Companys previously issued, Series I 13 3/8% Notes.
2002 Exchanges and Conversions
During 2002, the holders of the 6%, 6 3/8% and 7 1/4% Debentures exchanged a total of $13.7 million, $11.1 million, and $3.0 million principal amount, respectively, in exchange for a total of 14.4 million, 8.6 million and 2.3 million shares of common stock, respectively. Shares issued for the 6 3/8% and 7 ¼% Debentures include 0.7 million and 0.2 million shares of common stock issued for payment of interest.
As of December 31, 2002, the holders of a total of approximately $28.7 million principal amount of Series I 13 3/8% Notes had converted their notes into a total of 21.2 million shares of common stock, excluding make whole interest payments.
As of December 31, 2002, the holders of a total of approximately $21.5 million principal amount of Series II 13 3/8% Notes had converted their notes into a total of 15.9 million shares of common stock. As a result, the entire issue of Series II 13 3/8% Notes had converted into common stock. The Company issued 2.9 million shares for payment of interest.
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2003 Issuance of 9% Senior Convertible Notes
On February 26, 2003, the Company completed a private placement of $37.2 million principal amount of 9% Notes. The net proceeds were approximately $33.8 million. The 9% Notes were senior in right of payment to the 6 3/8% and 7 1/4% Debentures. The 9% Notes were convertible into Coeur common stock, at any time prior to maturity at a conversion price of $1.60 per share, subject to adjustment. Interest was payable semi-annually on February 15 and August 15 of each year. The Company was entitled to elect to pay interest in cash or stock, in its sole discretion. The 9% Notes were redeemable at the option of the Company six months after issuance, subject to certain conditions, and at the option of the holders in the event of a change in control. Of the financial advisory fees paid by the Company in connection with the issuance of the 9% Notes, the Company elected to issue 0.6 million unregistered shares of common stock valued at $1.54 per share in lieu of cash. No underwriter was used with this transaction. The private placement was made to several accredited institutional investors. The private placement was exempt from registration under the Securities Act of 1933 by virtue of Regulation D thereunder.
On March 7, 2003, the Company called for the redemption of approximately $22.4 million principal amount of the outstanding 6 3/8% Debentures, which was funded by a portion of the proceeds received from the sale of the 9% Notes. The redeemed securities were retired on April 7, 2003.
Effective as of July 10, 2003, Coeur entered into a series of agreements under which indebtedness of the Company were exchanged for or converted into shares of the Companys common stock. The Company and each of the holders of the Companys 9% Notes entered into an Early Conversion Agreement. The amount of principal converted under the Early Conversion Agreements was $32.6 million, and the common shares issued, including payment of interest, was approximately 27.5 million. After giving effect to the exchanges, an aggregate of $4.6 million of 9% Notes remained outstanding. The Company recorded a loss on early retirement of debt of $4.2 million in the third quarter of 2003 in conjunction with these transactions.
2003 Redemptions
On November 25, 2003, the Company issued 3.1 million shares of common stock in a registered offering, the proceeds of which were used to redeem the remaining $4.6 million principal amount of the 9% Notes and recorded a loss on the early retirement of debt of $7.6 million. In addition, during the fourth quarter of 2003, the Company redeemed the remaining $4.8 million principal amount of the 6 3/8% Convertible Subordinated Debentures due January 2004.
2003 Exchanges and Conversions
During 2003, holders of $12.7 million of our Series I 13 3/8% Convertible Senior Subordinated Notes due December 31, 2003 voluntarily converted such notes, in accordance with original terms, into approximately 9.6 million shares of common stock including payment for make whole provision for interest expense.
During 2003, we exchanged $27.9 million and $2.1 million principal amount of our outstanding 6 3/8% Debentures and our 7 1/4% Debentures, respectively, in exchange for 18.5 million shares of common stock and recorded a loss on exchange and early retirement of debt of approximately $29.7 million. The shares included 0.5 million shares of common stock issued as payment for interest expense as part of the transaction. In conjunction with the issuance of the 9% Convertible Senior Subordinated Notes due 2007, we also issued 0.6 million shares of common stock for partial payment of offering costs of $1.0 million.
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2004 Redemption
On February 11, 2004, the Company announced the redemption of the remaining outstanding $9.6 million principal amount of the Companys 7 ¼% Convertible Subordinated Debentures due October 15, 2005. On March 11, 2004, the Company redeemed the remaining outstanding $9.6 million principal amount of the 7 ¼% Debentures.
2004 Issuance of 1.25% Convertible Senior Notes
On January 13, 2004 the Company completed its offering of $180 million aggregate principal amount of 1¼% Convertible Senior Notes due 2024 (1¼% Notes). The 1¼% Notes are convertible into shares of Coeur common stock at a conversion rate of approximately 131.5789 shares of Coeur common stock per $1,000 principal amount of Notes, representing a conversion price of $7.60 per share. Interest on the notes will be payable in cash at the rate of 1¼% per annum beginning July 15, 2004. The Company intends to use the proceeds of the offering for general corporate purposes, which may include the development of its Kensington gold project and its San Bartolome silver project, or the acquisition of precious metals properties or businesses. Construction commenced at the San Bartolome project on October 1, 2004. The Kensington project is subject to the receipt of final permits and final construction decision. The Notes will be general unsecured obligations, senior in right of payment to Coeurs other indebtedness. The offering was made through an underwriting led by Deutsche Bank Securities. Offering of the Notes was made only by means of a prospectus under Coeurs existing shelf registration statement, including the accompanying prospectus supplement relating to the Notes.
Issuances of Common Stock
During 2004, the Company completed a public offering of 26.6 million shares of common stock at a public offering price of $4.50 per share, which included 1.6 million shares purchased by the underwriter at the offering price to cover over allotment. The Company realized total net proceeds for the offering, after payment of the underwriters discount, of $113.1 million.
During the third quarter of 2003, the Company completed a public offering of 23.7 million shares of common stock at a public offering price of $3.40 per share, which included 3.1 million shares purchased by the underwriters at the offering price to cover over allotments. The Company realized total net proceeds from the offering, after payment of the underwriters discount, of approximately $76.0 million.
On July 7, 2003, the Company sold 0.2 million shares of common stock to an institutional investor for an aggregate of $0.3 million, or $1.40 per share. The net proceeds from the sale of shares were used to pay amounts owed by the Companys subsidiary, Empresa Minera Manquiri S.A., a Bolivian corporation, under contracts pursuant to which it obtained certain mineral rights in Bolivia and for general corporate purposes. The sale of share was effected pursuant to the Companys shelf registration statement.
On May 23, 2003, the Company sold 8.1 million shares of common stock to an institutional investor for an aggregate of $10.0 million, or $1.23 per share. The Company also granted the investor an option, exercisable within 30 days, to purchase an additional 1.2 million shares of common stock at a price of $1.23 per share. The proceeds of the sale were used for general corporate purposes and working capital needs, including the repayment of Series I 13 3/8% Notes and 6 3/8% Debentures. On June 20, 2003, the Company sold 1.2 million shares of common stock to the institutional investor for an aggregate of $1.5 million, or $1.23 per share, in connection with the above-referenced option. The sales of shares were effected under the Companys shelf registration statement.
On November 25, 2003, the Company issued 3.1 million shares of common stock in registered offering, the proceeds of which were used to redeem the remaining $4.6 million principal amount of the 9% Convertible Senior Subordinated Notes.
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The following table summarizes our contractual obligations at December 31, 2004 and the effect such obligations are expected to have on our liquidity and cash flow in future periods.
Payments Due by Period | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contractual Obligations |
Total |
Less Than 1 Year |
1-3 Years |
3-5 Years |
More Than 5 Years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt (1) | $ | 180,000 | $ | -- | $ | -- | $ | -- | $ | 180,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest on convertible debt | 87,750 | 2,250 | 4,500 | 4,500 | 76,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating lease (2) | 3,594 | 2,338 | 1,182 | 74 | -- | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital lease (3) | 114 | 114 | -- | -- | -- | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kensington Trust (4) | 1,339 | 220 | 660 | 459 | -- | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TDA Grant (5) | 546 | 546 | -- | -- | -- | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclamation and mine closure (6) | 37,901 | 975 | 2,534 | 7,261 | 27,131 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pension and health benefits (7) | 6,134 | 443 | 1,057 | 1,037 | 3,597 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other long-term liabilities (8) | 1,140 | 9 | 11 | -- | 1,120 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 318,518 | $ | 6,895 | $ | 9,944 | $ | 13,331 | $ | 288,348 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) | The $180.0 million principal amount of 1 ¼% Debentures due 2024 outstanding at December 31, 2004 are convertible into shares of common stock at a conversion rate of approximately 131.5789 shares of Coeur common stock per $1,000 principal amount of Notes, representing a conversion price of $7.60 per share, subject to adjustment in certain events. |
The Company is required to make semi-annual interest payments. The Debentures are redeemable at the option of the Company, and have no other funding requirements until maturity on January 15, 2024. |
(2) | The Company has entered into various operating lease agreements which expire over a period of five years. |
(3) | The Company has entered into various capital lease agreements for commitments over the next year. |
(4) | Purchase obligation for the Kensington property in Alaska. |
(5) | The Company obtained a U.S. government grant to promote development in Bolivia. The amount received is to be reimbursed once a construction decision and financing are obtained. |
(6) | Reclamation and mine closure amounts represent the Companys estimate of the discounted cash flows of its legal obligation to reclaim and remediate mining properties. This amount will increase over the passage of time for accretion of the obligation and will decrease as reclamation and remediation work is completed. Amounts shown on table are undiscounted. |
(7) | Pension and health benefit amounts were determined by the actuary and are estimated based on the census information for the employee or retiree for each respective plan. |
(8) | The remaining liabilities include amounts required by GAAP to accrue and include liabilities for severance, workers compensation and other miscellaneous accruals. |
For information relating to important risks and uncertainties that could materially adversely affect the Companys business, securities, financial condition or operating results, reference is made to the disclosure set forth under Item 1 above under the caption Risk Factors. In addition, because the following discussion includes numerous forward-looking statements relating to the Company, its results of operations and financial condition and business, reference is made to the information set forth above in Item 1 under the caption Important Factors Relating to Forward-Looking Statements.
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Current litigation matters are discussed in both Item 3 and in Note Q Litigation in the Notes to the Consolidated Financial Statements.
For the years ended December 31, 2004, 2003, and 2002, the Company expended $4.4 million, $4.5 million and $5.3 million, respectively, in connection with routine environmental compliance activities at its operating properties. Such activities include monitoring, bonding, earth moving, water treatment and re-vegetation activities.
The Company estimates that environmental compliance expenditures during 2005 will be approximately $6.8 million to obtain permit modifications and other regulatory authorizations. Future environmental expenditures will be determined by governmental regulations and the overall scope of the Companys operating and development activities. The Company places a very high priority on its compliance with environmental regulations.
In assessing the realizability of deferred tax assets, management considers whether it is more likely that not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A valuation allowance has been provided for the portion of the Companys net deferred tax assets for which it is more likely than not that they will not be realized. For 2004, the Company included $4.4 million of income tax benefit resulting from an adjustment to the valuation allowance for the expected benefit of net operating loss carryforwards to be utilized in future years.
The Company has no existing off-balance sheet arrangements as defined under SEC regulations.
In November 2004, FASB issued SFAS No. 151, Inventory Costs, which amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). This Statement now requires that these items be recognized as a current-period expense regardless of whether they meet the criterion of so abnormal as previously stated in ARB No. 43, Chapter 5. In addition, this Statement requires that the allocation of fixed production overheads to costs of conversion be based on the normal capacity of the production facility. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company has performed a review of the provisions of the Statement and has determined that its current accounting practice is to recognize idle facilities as a current-period expense and, therefore, does not believe that adoption will have a material impact on its financial statements.
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In December 2004, FASB issued SFAS No. 123R (revised 2004), Share-Based Payment, which revises SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion 25, Accounting for Stock Issued to Employees. This Statement changes the accounting for transactions in which an entity exchanges its equity instruments for goods or services by requiring the fair-value-based method of accounting and eliminates the alternative to use APB Opinion 25s intrinsic value method of accounting that was provided in SFAS No. 123 as originally issued. SFAS No. 123R addresses financial statement users and other parties concerns of faithfully representing the economic transactions affecting an entity by requiring the entity to recognize the cost of employee services received in share-based payment transactions, thereby reflecting the economic consequences of those transactions in the financial statements. The Statement was also issued to (i) improve the comparability of reported financial information by eliminating alternative accounting methods, (ii) simplify US GAAP, and (iii) converge with international accounting standards. SFAS No. 123R is effective for public companies that do not file as small business issuers as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Company has performed a review of the provisions of the Statement and has determined that it will defer adoption until the third quarter of 2005, at which time it will begin recognizing compensation expense on the remaining portion of outstanding awards for which the requisite service period has not been rendered and for any awards granted, modified, repurchased or cancelled after the effective date. It is not believed that adoption will have a material impact on our financial reporting and disclosure.
The Company is exposed to various market risks as a part of its operations. In an effort to mitigate losses associated with these risks, the Company may, at times, enter into derivative financial instruments. These may take the form of forward sales contracts, foreign currency exchange contracts and interest rate swaps. The Company does not actively engage in the practice of trading derivative securities for profit. This discussion of the Companys market risk assessments contains forward looking statements that contain risks and uncertainties. Actual results and actions could differ materially from those discussed below.
The Companys operating results are substantially dependent upon the world market prices of silver and gold. The Company has no control over silver and gold prices, which can fluctuate widely and are affected by numerous factors, such as supply and demand and investor sentiment. In order to mitigate some of the risk associated with these fluctuations, the Company will at times, enter into forward sale contracts. The Company continually evaluates the potential benefits of engaging in these strategies based on current market conditions. The Company may be exposed to nonperformance by counterparties as a result of its hedging activities. This exposure would be limited to the amount that the spot price of the metal falls short of the contract price. The Company has historically sold silver and gold produced by our mines pursuant to forward contracts and at spot prices prevailing at the time of sale. Since 1999, the Company has not engaged in any silver hedging activities and is currently not engaged in any gold hedging activities.
The Company operates in several foreign countries, specifically Bolivia, Chile, and Argentina, which exposes it to risks associated with fluctuations in the exchange rates of the currencies involved. As part of its program to manage foreign currency risk, the Company enters into, from time to time, foreign currency forward exchange contracts. These contracts enable the Company to purchase a fixed amount of foreign currencies. Gains and losses on foreign exchange contracts that are related to firm commitments are designated and effective as hedges and are deferred and recognized in the same period as the related transaction. All other contracts that do not qualify as hedges are marked to market and the resulting gains or losses are recorded in income. The Company continually evaluates the potential benefits of entering into these contracts to mitigate foreign currency risk and proceeds when it believes that the exchange rates are most beneficial.
All of the Companys long-term debt at December 31, 2004, is fixed-rate based. The Companys exposure to interest rate risk, therefore, is limited to the amount it could pay at current market rates. The Company currently does not have any derivative financial instruments to offset the fluctuations in the market interest rate. It may choose to use instruments, such as interest rate swaps, in the future to manage the risk associated with interest rate changes.
The following table summarizes the information at December 31, 2004 associated with the Companys financial liabilities and financial instruments except as to provisionally priced sales of concentrates which are discussed below the table:
62
2005 |
2006 |
2007 |
2008 |
2009 |
Total |
Fair Value 12/31/04 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||
Short and Long Term Debt | |||||||||||||||||||||||
Fixed Rate | -- | -- | -- | -- | -- | $ | 180,000 | $ | 166,776 | ||||||||||||||
Average Interest Rate | 1.250 | % | 1.250 | % | 1.250 | % | 1.250 | % | 1.250 | % |
Fair value is determined by trading information available on or near the balance sheet date for all the above securities. Long term debt represents the face amount of the outstanding debentures and is timed as they come due. The average interest rate in the table is calculated using the weighted average on the outstanding face amount of each debenture for the time period each debenture is outstanding. All long term debt is denominated in US dollars.
At December 31, 2004, the Company had outstanding provisionally priced sales of $26.7 million, consisting of 2.5 million ounces of silver, 18,755 ounces of gold and 1.0 million pounds of copper, which had a fair value of approximately $26.7 million.
63
The restated financial statements required hereunder and contained herein are listed under Item 15(a)(1) below.
Not applicable.
The Companys disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by it in its periodic reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Based on an evaluation of the Companys disclosure controls and procedures conducted by the Companys Chief Executive Officer and Chief Financial Officer, and due to the material weaknesses described below in (b) Managements Report on Internal Control Over Financial Reporting, such officers concluded that the Companys disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2004. Such officers believe that in view of the remediation measures being implemented to address those control deficiencies, they will, upon implementation of those measures, be able to conclude that the Companys disclosure controls and procedures are effective at a reasonable level of assurance at a future date.
The management of Coeur dAlene Mines Corporation and subsidiaries (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting. Coeur dAlene Mines internal control system was designed to provide reasonable assurance to the Companys management and the board of directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
An internal control significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the Companys ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the Companys annual or interim financial statements that is more than inconsequential will not be prevented or detected. An internal control material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected.
Management of the Company conducted an assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2004, because of the following deficiencies, each of which constitutes a material weakness in the Companys internal control over financial reporting:
64
| The Company did not have policies and procedures in place to ensure that the initial determination and subsequent monitoring of factors affecting the realization of deferred tax assets, including the associated deferred tax asset valuation allowances, were sufficient to result in the reporting of deferred tax assets, including the related deferred tax asset valuation allowances, in accordance with U.S. generally accepted accounting principles. In addition, the Company did not have effective review procedures associated with the Companys accounting for income taxes and related disclosures. As a result, the Company recorded adjustments, including a material adjustment related to the deferred tax asset valuation allowances, to correct errors in accounting and to fairly present its financial statements as of and for the year ended December 31, 2004. |
| The Company did not have effective review procedures in place to ensure that the Companys Chilean operations properly apply accounting principles relative to depletion. As a result, the Companys Chilean subsidiary applied a method of accounting for depletion that was not in accordance with corporate accounting policies, nor in accordance with U.S. generally accepted accounting principles. As a result, the Company was required to record adjustments to accumulated depletion, depletion expense, and inventory to correct errors in accounting and to fairly present its financial statements as of and for the year ended December 31, 2004. |
| The Company did not have effective policies and procedures in place to review and approve the propriety of non-standard journal entries and accounting for the Companys foreign operation non-routine transactions. The absence of these policies and procedures could have resulted in material errors in the preparation of the Companys annual or interim financial statements. |
KPMG LLP, the independent registered public accounting firm that audited the Companys consolidated financial statements, has issued an a attestation report on managements assessment of the Companys internal control over financial reporting as of December 31, 2004. KPMGs report is included herein.
There have been no changes in our internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In order to remediate the material weaknesses identified in Managements Report on Internal Control Over Financial Reporting, we have taken the following actions subsequent to December 31, 2004:
| We have retained a consulting certified public accountant who is skilled in the area of taxation and related financial reporting. This individual will assist the Company in the preparation of its quarterly and annual income tax reporting; and |
| We will increase the level of monitoring associated with all decentralized operations including an increase in the level of internal auditing related to all financial operations. |
65
Not applicable.
Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item regarding directors is hereby incorporated by reference from our definitive proxy statement or amendment hereto to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report. Information regarding our executive officers is set forth under Item 4A of this Form 10-K.
Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from our definitive proxy statement or amendment hereto to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.
Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from our definitive proxy statement or amendment hereto to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.
Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from our definitive proxy statement or amendment hereto to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.
Pursuant to General Instruction G(3) of Form 10-K, the information called for by this item is hereby incorporated by reference from our definitive proxy statement or amendment hereto to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.
(a) | The following financial statements are filed herewith: |
(1) | The following consolidated financial statements of Coeur dAlene Mines Corporation and subsidiaries are included in Item 8: |
Consolidated Balance Sheets December 31, 2003 and 2004. |
Consolidated Statements of Operations and Comprehensive Loss Years Ended December 31, 2002, 2003 and 2004. |
66
Consolidated Statements of Changes in Shareholders Equity for the Years Ended December 31, 2002, 2003 and 2004. |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2002, 2003 and 2004. |
Notes to Consolidated Financial Statements. |
(b) | Exhibits: The following listed documents are filed as Exhibits to this report: |
3(a) | - | Articles of Incorporation of the Registrant and amendments thereto. (Incorporated |
herein by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for | ||
the year ended December 31, 1988.) | ||
3(b) |
- | Bylaws of the Registrant and amendments thereto. (Incorporated herein by reference to |
Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated August 30, 2004.) | ||
3(c) |
- | Certificate of Designations, Powers and Preferences of the Series B Junior Preferred |
Stock of the Registrant, as filed with Idaho Secretary of State on May 13, 1999. | ||
(Filed herewith.) | ||
3(d) |
- | Restated and Amended Articles of Incorporation of the Registrant as filed with the |
Secretary of State of the State of Idaho effective September 13, 1999. (Incorporated | ||
herein by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for | ||
the quarter ended September 30, 1999.) | ||
3(e) |
- | Amendment to Restated and Amended Articles of Incorporation of the Registrant |
(Incorporated herein by reference to Exhibit 3.1 to the Registrant's Quarterly Report | ||
on Form 10-Q for the quarter ended September 30, 2002.) | ||
4(a) |
- | Specimen certificate of the Registrant's stock. (Incorporated herein by reference to |
Exhibit4 to the Registrant's Registration Statement on Form S-2 (File No. 2-84174).) | ||
4(b) |
- | Indenture dated as of January 13, 2004, by and between the Registrant and the Bank of |
New York relating to the Registrant's 11/4% Convertible Senior Notes due 2024 | ||
(Incorporated herein by reference to Exhibit 4.1 to Registrant's Current Report on | ||
Form 8-K dated January 7, 2004). | ||
10(a) |
- | Agreement, dated January 1, 1994, between Coeur-Rochester, Inc. and Johnson Matthey |
Inc. (Incorporated herein by reference to Exhibit 10(m) of the Registrant's Annual | ||
Report on Form 10-K for the year ended December 31, 1993.) | ||
10(b) | - | Master Equipment Lease No. 099-03566-01, dated as of December 28, 1988, between Idaho |
First National Bank and the Registrant. (Incorporated herein by reference to Exhibit | ||
10(w) of the Registrant's Annual Report on Form 10-K for the year ended December 31, | ||
1988.) | ||
10(c) |
- | Master Equipment Lease No. 01893, dated as of December 28, 1988, between Cargill |
Leasing Corporation and the Registrant. (Incorporated herein by reference to Exhibit | ||
10(x) of the Registrant's Annual Report on Form 10-K for the year ended December 31, | ||
1988.) |
67
10(d) | - | Rights Agreement, dated as of May 11, 1999, between the Registrant and ChaseMellon |
Shareholder Services, L.L.C., as Rights Agent. (Incorporated herein by reference to | ||
Exhibit 1 to the Registrant's Form 8-A relating to the registration of the Rights on | ||
the New York and Pacific Stock Exchanges.) | ||
10(e) |
- | Amended and Restated Profit Sharing Retirement Plan of the Registrant. (Incorporated |
herein by reference to Exhibit 10(ff) to the Registrant's Annual Report on Form 10-K | ||
for the year ended December 31, 1993.) * | ||
10(f) |
- | 1993 Annual Incentive Plan and Long-Term Performance Share Plan of the Registrant. |
(Incorporated herein by reference to Exhibit 10(jj) to the Registrant's Annual Report | ||
on Form 10-K for the year ended December 31, 1993.)* | ||
10(g) |
- | Lease Agreement, dated January 12, 1994, between First Security Bank of Idaho and |
Coeur Rochester, Inc. (Incorporated herein by reference to Exhibit 10(mm) to the | ||
Registrant's Annual Report on Form 10-K for the year ended December 31, 1993.) | ||
10(h) |
- | Extension of Employment and Severance Agreement between the Registrant and Dennis E. |
Wheeler, dated June 28, 1994. (Incorporated by reference to Exhibit 10 (nn) to the | ||
Registrant's Annual Report on Form 10-K for the year ended December 31, 1994.)* | ||
10(i) |
- | 401k Plan of the Registrant. (Incorporated by reference to Exhibit 10 (pp) to the |
Registrants Annual Report on Form 10-K for the year ended December 31, 1994.)* | ||
10(j) |
- | Mining Lease, effective as of June 1, 1997, between Silver Valley Resources and |
American Silver Mining Company. (Incorporated herein by reference to Exhibit 10(a) to | ||
the Registrant's Registration Statement on Form S-3 (File No. 333-40513).) | ||
10(k) |
- | Mining Lease, effective as of April 23, 1996, between Silver Valley Resources |
Corporation and Sterling Mining Company. (Incorporated herein by reference to Exhibit | ||
10(b) to the Registrant's Registration Statement on Form S-3 (File No. 333-40513).) | ||
10(l) |
- | Mining Lease, effective as of March 21, 1997, between Silver Valley Resources |
Corporation and Silver Buckle Mines, Inc. (Incorporated herein by reference to Exhibit | ||
10(c) to the Registrant's Registration Statement on Form S-3 (File No. 333-40513).) | ||
10(m) |
- | Mining Lease, effective as of March 21, 1997, between Silver Valley Resources |
Corporation and Placer Creek Mining Company. (Incorporated herein by reference to | ||
Exhibit 10(d) to the Registrant's Registration Statement on Form S-3 (File No. | ||
333-40513).) | ||
10(n) | - | Form of severance/change in control agreements entered into by the Registrant with |
each of its executive officers (James A. Sabala - January 13, 2003, Gary W. Banbury - | ||
March 19, 1998, Wayne L. Vincent - October 29, 1998 and James N. Meek - March 11, | ||
1999). (Incorporated by reference to Exhibit 10(hh) to the Registrant's Annual Report | ||
on Form 10-K for the year ended December 31, 2001). | ||
10(o) |
- | Employment Agreement, dated as of January 13, 2003, between the Registrant and James |
A. Sabala. (Incorporated by reference to Exhibit 10(jj) to Registrant's Annual Report | ||
on Form 10-K for the period ended December 31, 2002). |
68
10(p) | - | 2003 Long-Term Incentive Plan of the Registrant. (Incorporated herein by reference to |
Appendix A to the Registrant's definitive Proxy Statement on Schedule 14A filed with | ||
the SEC on April 21, 2003.) | ||
10(q) |
- | Employment Agreement, dated February 1, 2004 between the Registrant and Donald J. |
Birak (Incorporated by reference to Exhibit 10(t) to Registrant's Annual Report on | ||
Form 10-K for the period ended December 31, 2003). | ||
10(r) |
- | Employment Agreement, dated March 11, 2003 between the Registrant and Gary Banbury. |
(Incorporated herein by reference to Exhibit 10(b) to Registrant's Quarterly Report on | ||
10-Q for the quarter ended March 31, 2003). | ||
10(s) |
- | Employment Agreement, dated March 11, 2003 between the Registrant and Mitchell J. |
Krebs. (Incorporated herein by reference to Exhibit 10(a) to Registrant's Quarterly | ||
Report on 10-Q for the quarter ended March 31, 2003). | ||
10(t) |
- | Amendment to Employment Agreement, dated February 5, 2004 between the Registrant and |
James N. Meek. (Incorporated herein by reference to Exhibit 10(c) to Registrant's | ||
Quarterly Report on 10-Q for the quarter ended March 31, 2004). | ||
10(u) |
- | Amendment to Employment Agreement, dated February 5, 2004 between the Registrant and |
Wayne Vincent. (Incorporated herein by reference to Exhibit 10(d) to Registrant's | ||
Quarterly Report on 10-Q for the quarter ended March 31, 2004). | ||
10(v) |
- | Employment Agreement, dated June 9, 2003 between the Registrant and James Arnold. |
(Incorporated herein by reference to Exhibit 10(a) to Registrant's Quarterly Report on | ||
10-Q for the quarter ended June 30, 2003). | ||
10(w) |
- | Amendment to Employment Agreement dated December 31, 2004 between the Registrant and |
Harry F. Cougher. (Filed herewith.) | ||
10(x) |
- | Employment Agreement, dated July 15, 2004 between the Registrant and Raymond |
Threlkeld. (Filed herewith.) | ||
10(y) |
- | Underwriting Agreement, dated November 18, 2004, by and among the Company and the |
Underwriters named on Schedule 1 thereto. (Incorporated herein by reference to Exhibit | ||
1.1 to the Registrant's Current Report on Form 8-K dated November 18, 2004.) | ||
10(z) |
- | Employment Agreement, dated as of September 20, 2004, between the Registrant and |
Jennifer E. Kean. (Incorporated by reference to Exhibit 10(a) to the Registrant's | ||
Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.) | ||
10(aa) |
- | Employment Agreement, dated as of September 20, 2004, between the Registrant and Tom |
T. Angelos. (Incorporated by reference to Exhibit 10(b) to the Registrant's Quarterly | ||
Report on Form 10-Q for the quarter ended September 30, 2004.) | ||
10(bb) |
- | Employment Agreement, dated as of July 15, 2004, between the Registrant and Alan L. |
Wilder. (Incorporated by reference to Exhibit 10(c) to the Registrant's Quarterly | ||
Report on Form 10-Q for the quarter ended September 30, 2004.) | ||
21 |
- | List of subsidiaries of the Registrant. (Filed herewith.) |
69
23 | - | Consent of KPMG LLP. (Filed herewith.) |
31.1 |
- | Certification of the CEO |
31.2 |
- | Certification of the CFO |
32.1 |
- | CEO Section 1350 Certification |
32.2 |
- | CFO Section 1350 Certification |
(c) | Independent auditors reports are included herein as follows: |
Report of KPMG LLP as of December 31, 2004 and for the years ended December 31, 2004, 2003 and 2002. |
70
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 d'Alene Mines Corporation | |
(Registrant) | |
Date: March 21, 2005 |
By: /s/ Dennis E. Wheeler |
Dennis E. Wheeler | |
(Chairman, President and Chief Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Dennis E. Wheeler | Chairman, President, Chief Executive Officer and Director | March 21, 2005 |
Dennis E. Wheeler | ||
/s/ James A. Sabala |
Executive Vice President and Chief Financial Officer | March 22, 2005 |
James A. Sabala | ||
/s/ Harry F. Cougher |
Senior Vice President North American Operations | March 23, 2005 |
Harry F. Cougher | ||
/s/ Raymond Threlkeld |
President - South American Operations | March 15, 2005 |
Raymond Threlkeld | ||
/s/ Tom T. Angelos |
Controller and Chief Accounting Officer | March 28, 2005 |
Tom T. Angelos | ||
/s/ Cecil D. Andrus |
Director | March 15, 2005 |
Cecil D. Andrus | ||
/s/ James J. Curran |
Director | March 15, 2005 |
James J. Curran | ||
/s/ James A. McClure |
Director | March 15, 2005 |
James A. McClure | ||
/s/ Robert E. Mellor |
Director | March 15, 2005 |
Robert E. Mellor | ||
/s/ John H. Robinson |
Director | March 15, 2005 |
John H. Robinson | ||
/s/ Timothy R. Winterer |
Director | March 15, 2005 |
Timothy R. Winterer | ||
/s/ J. Kenneth Thompson |
Director | March 15, 2005 |
J. Kenneth Thompson |
71
ANNUAL REPORT ON FORM 10-K
CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2004
COEUR DALENE MINES CORPORATION
COEUR DALENE, IDAHO
Reports of Independent Registered Public Accounting Firm | F-2 - F-4 |
Consolidated Balance Sheets - December 31, 2004 and 2003 |
F-5 - F-6 |
Consolidated Statements of Operations and Comprehensive Loss - Years Ended December | |
31, 2004, 2003 and 2002 | F-7 |
Consolidated Statements of Changes in Shareholders' Equity for the Years Ended |
F-8 |
December 31, 2004, 2003 and 2002 | |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 | |
and 2002 | F-9 |
Notes to Consolidated Financial Statements |
F-10 |
F-1
The Board of Directors
and Shareholders
Coeur DAlene Mines
Corporation:
We have audited the accompanying consolidated balance sheets of Coeur DAlene Mines Corporation and subsidiaries (the Company) as of December 31, 2004 and 2003, and the related consolidated statements of operations and comprehensive loss, shareholders equity, and cash flows for each of the years in the three-year period ended December 31, 2004. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Coeur DAlene Mines Corporation and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.
As discussed in note B to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, as of January 1, 2003.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Companys internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of the Sponsoring Organizations of the Treadway Commission, and our report dated March 28, 2005 expressed an unqualified opinion on managements assessment of, and an adverse opinion on the effective operation of, internal control over financial reporting.
Denver, Colorado
March 28, 2005
F-2
The Board of Directors
and Shareholders
Coeur dAlene Mines
Corporation:
We have audited managements assessment, included in the accompanying Managements Report on Internal Control Over Financial Reporting (Item 9A(b)), that Coeur dAlene Mines Corporation did not maintain effective internal control over financial reporting as of December 31, 2004, because of the effect of material weaknesses identified in management's assessment, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Coeur dAlene Mines Corporations management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weaknesses in the Companys internal control over financial reporting have been identified and included in management's assessment as of December 31, 2004:
| The Company did not have policies and procedures in place to ensure that the initial determination and subsequent monitoring of factors affecting the realization of deferred tax assets, including the associated deferred tax asset valuation allowances, were sufficient to result in the reporting of deferred tax assets, including the related deferred tax asset valuation allowances, in accordance with U.S. generally accepted accounting principles. In addition, the Company did not have effective review procedures associated with the Companys accounting for income taxes and related disclosures. As a result, the Company recorded adjustments, including a material adjustment related to the deferred tax asset valuation allowances, to correct errors in accounting as of and for the year ended December 31, 2004. |
F-3
| The Company did not have effective review procedures in place to ensure that the Companys Chilean operations properly applied accounting principles relative to depletion. As a result, the Companys Chilean subsidiary applied a method of accounting for depletion that was not in accordance with corporate accounting policies, nor in accordance with U.S. generally accepted accounting principles. As a result, the Company was required to record adjustments to accumulated depletion, depletion expense, and inventory to correct errors in accounting as of and for the year ended December 31, 2004. |
| The Company did not have effective policies and procedures in place to review and approve the propriety of non-standard journal entries and accounting for the Companys foreign non-routine transactions. The absence of these policies and procedures could have resulted in material errors in the preparation of the Companys annual or interim financial statements. |
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets Coeur dAlene Mines Corporation and subsidiaries as of December 31, 2004, and the related consolidated statements of operations and comprehensive loss, changes in shareholders equity, and cash flows for the year then ended. The aforementioned material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2004 consolidated financial statements, and this report does not affect our report dated March 28, 2005, which expressed an unqualified opinion on those consolidated financial statements.
In our opinion, management's assessment that Coeur dAlene Mines Corporation did not maintain effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal ControlIntegrated Framework issued by COSO. Also, in our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, Coeur dAlene Mines Corporation has not maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Framework issued by COSO.
Denver, Colorado
March 28, 2005
F-4
CONSOLIDATED BALANCE
SHEETS
COEUR DALENE MINES CORPORATION AND SUBSIDIARIES
December 31, | ||||||||
ASSETS | 2004 |
2003 | ||||||
(In Thousands) | ||||||||
CURRENT ASSETS |
||||||||
Cash and cash equivalents | $ | 273,079 | $ | 62,417 | ||||
Short-term investments | 48,993 | 19,265 | ||||||
Receivables | 10,634 | 8,103 | ||||||
Ore on leach pad | 15,046 | 17,388 | ||||||
Metal and other inventory | 17,639 | 12,535 | ||||||
Deferred tax assets | 2,592 | -- | ||||||
Prepaid expenses and other | 3,727 | 3,067 | ||||||
371,710 | 122,775 | |||||||
PROPERTY, PLANT AND EQUIPMENT | ||||||||
Property, plant and equipment | 85,070 | 87,546 | ||||||
Less accumulated depreciation | (54,154 | ) | (52,868 | ) | ||||
30,916 | 34,678 | |||||||
MINING PROPERTIES | ||||||||
Operational mining properties | 121,344 | 114,018 | ||||||
Less accumulated depletion | (100,079 | ) | (90,245 | ) | ||||
21,265 | 23,773 | |||||||
Mineral interests | 20,125 | 20,125 | ||||||
Non-producing and development properties | 26,071 | 25,121 | ||||||
67,461 | 69,019 | |||||||
OTHER ASSETS | ||||||||
Non-current ore on leach pad | 28,740 | 14,705 | ||||||
Restricted cash and cash equivalents | 10,847 | 8,710 | ||||||
Debt issuance costs, net | 5,757 | 87 | ||||||
Marketable securities | 34 | 19 | ||||||
Deferred tax assets | 1,811 | -- | ||||||
Other | 8,501 | 9,474 | ||||||
55,690 | 32,995 | |||||||
TOTAL ASSETS | $ | 525,777 | $ | 259,467 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
CONSOLIDATED BALANCE
SHEETS
COEUR DALENE MINES CORPORATION AND SUBSIDIARIES
December 31, | ||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY | 2004 |
2003 | ||||||
(In Thousands) | ||||||||
CURRENT LIABILITIES |
||||||||
Accounts payable | $ | 8,389 | $ | 7,772 | ||||
Accrued liabilities and other | 5,192 | 5,218 | ||||||
Accrued interest payable | 1,035 | 120 | ||||||
Accrued salaries and wages | 6,379 | 5,705 | ||||||
Current portion of remediation costs | 1,041 | 1,278 | ||||||
Current portion of bank financing | 114 | 2,367 | ||||||
22,150 | 22,460 | |||||||
LONG-TERM LIABILITIES | ||||||||
1 1/4% Convertible Senior Notes due January 2024 | 180,000 | -- | ||||||
7 1/4% Convertible Subordinated Debentures due October 2005 | -- | 9,563 | ||||||
Reclamation and mine closure | 23,670 | 20,934 | ||||||
Other long-term liabilities | 6,503 | 9,032 | ||||||
210,173 | 39,529 | |||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
(See Notes H, I, J, L, M, N, O and Q) | ||||||||
SHAREHOLDERS' EQUITY | ||||||||
Common Stock, par value $1.00 per share-authorized 500,000,000 shares, | ||||||||
issued 241,028,303 and 214,195,186 in 2004 and 2003 (1,059,211 | ||||||||
shares held in treasury) | 241,028 | 214,195 | ||||||
Additional paid-in capital | 629,809 | 542,900 | ||||||
Accumulated deficit | (561,908 | ) | (545,050 | ) | ||||
Shares held in treasury | (13,190 | ) | (13,190 | ) | ||||
Accumulated other comprehensive loss | (2,285 | ) | (1,377 | ) | ||||
293,454 | 197,478 | |||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 525,777 | $ | 259,467 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS
COEUR DALENE MINES CORPORATION AND
SUBSIDIARIES
Years Ended December 31, | |||||||||||
2004 |
2003 |
2002 | |||||||||
(In Thousands, except per share data) | |||||||||||
REVENUES |
|||||||||||
Sales of metal | $ | 130,245 | $ | 108,522 | $ | 86,333 | |||||
Interest and other | 3,205 | 2,019 | 8,544 | ||||||||
Total revenues | 133,450 | 110,541 | 94,877 | ||||||||
COSTS AND EXPENSES | |||||||||||
Production | 79,790 | 77,861 | 82,855 | ||||||||
Depreciation and depletion | 18,800 | 16,627 | 13,511 | ||||||||
Administrative and general | 14,497 | 12,264 | 8,806 | ||||||||
Exploration | 11,068 | 4,947 | 3,849 | ||||||||
Pre-development | 11,449 | 1,967 | 2,606 | ||||||||
Interest | 2,831 | 12,851 | 21,948 | ||||||||
Write-down of mining properties and other holding costs | 1,983 | 6,393 | 23,060 | ||||||||
Merger expenses | 15,675 | -- | -- | ||||||||
Loss on exchange and early retirement of debt | -- | 41,564 | 19,061 | ||||||||
Total cost and expenses | 156,093 | 174,474 | 175,696 | ||||||||
LOSS FROM CONTINUING OPERATIONS | (22,643 | ) | (63,933 | ) | (80,819 | ) | |||||
Income tax benefit | 5,785 | 7 | -- | ||||||||
Loss before cumulative effect of change in accounting principle | (16,858 | ) | (63,926 | ) | (80,819 | ) | |||||
Cumulative effect of change in accounting principle | -- | (2,306 | ) | -- | |||||||
NET LOSS | (16,858 | ) | (66,232 | ) | (80,819 | ) | |||||
Other comprehensive loss | (908 | ) | (556 | ) | (1,470 | ) | |||||
COMPREHENSIVE LOSS | $ | (17,766 | ) | $ | (66,788 | ) | $ | (82,289 | ) | ||
BASIC AND DILUTED LOSS PER SHARE: | |||||||||||
Weighted average number of shares of common stock | 215,969 | 168,186 | 78,193 | ||||||||
Net loss before cumulative effect of change in accounting principle | $ | (0.08 | ) | $ | (0.38 | ) | $ | (1.03 | ) | ||
Cumulative effect of change in accounting principle | -- | (0.01 | ) | -- | |||||||
Net loss | $ | (0.08 | ) | $ | (0.39 | ) | $ | (1.03 | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREHOLDERS EQUITY
COEUR DALENE MINES CORPORATION AND
SUBSIDIARIES
For Years Ended December 31, 2004, 2003 and 2002 (In Thousands) | |||||||||||||||||||||||
Common Stock Shares |
Common Stock $1 Par |
Additional Paid In Capital |
Accumulated Deficit |
Shares Held in Treasury |
Accumulated Other Comprehensive Income (Loss) |
Total | |||||||||||||||||
Balances at January 1, 2002 | 49,278 | $ | 49,278 | $ | 388,050 | $ | (397,999 | ) | $ | (13,190 | ) | $ | 649 | $ | 26,788 | ||||||||
Net Loss (Restated) | -- | -- | -- | (80,819 | ) | -- | -- | (80,819 | ) | ||||||||||||||
Unrealized loss on short-term | |||||||||||||||||||||||
investments and marketable securities | -- | -- | -- | -- | -- | (297 | ) | (297 | ) | ||||||||||||||
Change in fair value of derivative | |||||||||||||||||||||||
hedging, net of settlement | -- | -- | -- | -- | -- | (10 | ) | (10 | ) | ||||||||||||||
Excess additional pension liability over | -- | -- | -- | -- | -- | (1,163 | ) | (1,163 | ) | ||||||||||||||
unrecognized prior service cost | |||||||||||||||||||||||
Conversions of convertible senior | |||||||||||||||||||||||
subordinated notes to Common stock | 37,143 | 37,143 | 5,665 | -- | -- | -- | 42,808 | ||||||||||||||||
Exchanges of convertible subordinated | |||||||||||||||||||||||
debentures to common stock | 24,382 | 24,382 | 22,413 | -- | -- | -- | 46,795 | ||||||||||||||||
Interest on convertible senior | |||||||||||||||||||||||
subordinated notes paid in | |||||||||||||||||||||||
Common stock | 8,850 | 8,850 | 4,735 | -- | -- | -- | 13,585 | ||||||||||||||||
Other | -- | -- | -- | -- | -- | -- | -- | ||||||||||||||||
Balances at December 31, 2002 | 119,653 | $ | 119,653 | $ | 420,863 | $ | (478,818 | ) | $ | (13,190 | ) | $ | (821 | ) | $ | 47,687 | |||||||
Net Loss (Restated) | -- | -- | -- | (66,232 | ) | -- | -- | (66,232 | ) | ||||||||||||||
Unrealized loss on short-term | |||||||||||||||||||||||
investments and marketable securities | -- | -- | -- | -- | -- | (306 | ) | (306 | ) | ||||||||||||||
Change in fair value of derivative | |||||||||||||||||||||||
hedging, net of settlement | -- | -- | -- | -- | -- | 140 | 140 | ||||||||||||||||
Excess additional pension liability over | |||||||||||||||||||||||
unrecognized prior service cost | -- | -- | -- | -- | -- | (390 | ) | (390 | ) | ||||||||||||||
Conversions and exchanges of convertible | |||||||||||||||||||||||
senior subordinated notes to | 50,317 | 50,317 | 54,158 | -- | -- | -- | 104,475 | ||||||||||||||||
Common stock | |||||||||||||||||||||||
Interest on convertible senior | |||||||||||||||||||||||
subordinated notes paid in | |||||||||||||||||||||||
Common stock | 5,878 | 5,878 | 3,169 | -- | -- | -- | 9,047 | ||||||||||||||||
Issuance of common stock | 36,230 | 36,230 | 64,580 | -- | -- | -- | 100,810 | ||||||||||||||||
Long-term incentive stock payout | 1,240 | 1,240 | (358 | ) | -- | -- | -- | 882 | |||||||||||||||
Other | 877 | 877 | 488 | -- | -- | -- | 1,365 | ||||||||||||||||
Balances at December 31, 2003 | 214,195 | $ | 214,195 | $ | 542,900 | $ | (545,050 | ) | $ | (13,190 | ) | $ | (1,377 | ) | $ | 197,478 | |||||||
Net Loss | -- | -- | -- | (16,858 | ) | -- | -- | (16,858 | ) | ||||||||||||||
Unrealized loss on short-term | |||||||||||||||||||||||
investments and marketable securities | -- | -- | -- | -- | -- | (347 | ) | (347 | ) | ||||||||||||||
Change in fair value of derivative hedging, | |||||||||||||||||||||||
net of settlements | -- | -- | -- | -- | -- | (130 | ) | (130 | ) | ||||||||||||||
Excess additional pension liability | |||||||||||||||||||||||
over unrecognized prior service cost | -- | -- | -- | -- | -- | (431 | ) | (431 | ) | ||||||||||||||
Issuance of common stock | 26,795 | 26,795 | 86,601 | -- | -- | -- | 113,396 | ||||||||||||||||
Long-term incentive stock payout | 38 | 38 | 469 | -- | -- | -- | 507 | ||||||||||||||||
Other | -- | -- | (161 | ) | -- | -- | -- | (161 | ) | ||||||||||||||
Balances at December 31, 2004 | 241,028 | $ | 241,028 | $ | 629,809 | $ | (561,908 | ) | $ | (13,190 | ) | $ | (2,285 | ) | $ | 293,454 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-8
CONSOLIDATED STATEMENTS
OF CASH FLOWS
COEUR DALENE MINES CORPORATION AND SUBSIDIARIES
Years Ended December 31, | |||||||||||
2004 |
2003 |
2002 | |||||||||
(In Thousands) | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||||||
Net loss | $ | (16,858 | ) | $ | (66,232 | ) | $ | (80,819 | ) | ||
Add (deduct) noncash items: | |||||||||||
Depreciation and depletion | 18,800 | 16,627 | 13,511 | ||||||||
Deferred taxes | (4,403 | ) | -- | -- | |||||||
Loss on early retirement of convertible | |||||||||||
subordinated debentures | -- | 41,564 | 19,061 | ||||||||
Cumulative effect of change in accounting principle | -- | 2,306 | -- | ||||||||
Interest expense on convertible senior | |||||||||||
subordinated notes paid in common stock | -- | 8,191 | 13,585 | ||||||||
Unrealized (gain) loss on embedded derivative | 881 | (411 | ) | (539 | ) | ||||||
Amortization of restricted stock compensation | 1,137 | 911 | -- | ||||||||
Amortization of debt issuance costs | 408 | 697 | 1,530 | ||||||||
Amortization of premium and/or discount | 1,527 | 760 | 1,176 | ||||||||
Other charges | (7 | ) | (19 | ) | 1,882 | ||||||
Loss on sale of assets | (11 | ) | -- | (4,564 | ) | ||||||
Write-down of mining properties | -- | -- | 19,047 | ||||||||
Realized loss on written call options | -- | -- | 62 | ||||||||
Gain on sale of short-term investment | -- | (40 | ) | (916 | ) | ||||||
Changes in operating assets and liabilities: | |||||||||||
Receivables | (2,532 | ) | (2,738 | ) | (1,126 | ) | |||||
Prepaid expenses and other | (486 | ) | (3,844 | ) | (519 | ) | |||||
Inventories | (16,798 | ) | (3,226 | ) | 7,311 | ||||||
Accounts payable and accrued liabilities | (239 | ) | 328 | 2,834 | |||||||
CASH USED IN OPERATING ACTIVITIES | (18,581 | ) | (5,126 | ) | (8,484 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Purchases of short-term investments | (63,619 | ) | (99,782 | ) | (40,131 | ) | |||||
Proceeds from sales of short-term investments | 29,864 | 86,168 | 40,870 | ||||||||
Proceeds from sale of property, plant and equipment | 329 | 370 | 4,117 | ||||||||
Capital expenditures | (10,514 | ) | (19,914 | ) | (10,316 | ) | |||||
Other | 153 | (196 | ) | (515 | ) | ||||||
CASH USED IN INVESTING ACTIVITIES | (43,787 | ) | (33,354 | ) | (5,975 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Retirement of long-term debt | (9,561 | ) | (39,717 | ) | (9,427 | ) | |||||
Proceeds from issuance of common stock, net of | |||||||||||
issuance costs | 112,604 | 100,810 | -- | ||||||||
Proceeds from issuance of notes | 180,000 | 33,280 | 13,532 | ||||||||
Payments of debt issuance costs | (6,089 | ) | -- | -- | |||||||
Bank borrowings on working capital facility | 6,056 | 30,785 | 15,403 | ||||||||
Payments to bank on working capital facility | (8,422 | ) | (33,226 | ) | (10,485 | ) | |||||
Other | (1,558 | ) | (128 | ) | (185 | ) | |||||
CASH PROVIDED BY FINANCING ACTIVITIES: | 273,030 | 91,804 | 8,838 | ||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 210,662 | 53,324 | (5,621 | ) | |||||||
Cash and cash equivalents at beginning of period | 62,417 | 9,093 | 14,714 | ||||||||
Cash and cash equivalents at end of period | $ | 273,079 | $ | 62,417 | $ | 9,093 | |||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||||||||
Cash paid for: | |||||||||||
Interest | $ | 1,572 | $ | 3,927 | $ | 6,767 |
The accompanying notes are an integral part of these consolidated financial statements.
F-9
Coeur dAlene Mines Corporation and its subsidiaries (collectively, Coeur or the Company) is principally engaged in silver and gold mining and related activities including exploration, development, and mining at its properties located in the United States (Nevada, Idaho and Alaska) and South America (Chile, Argentina and Bolivia).
Principles of Consolidation: The consolidated financial statements include the wholly-owned subsidiaries of the Company, the most significant of which are Coeur Rochester, Inc., Coeur Silver Valley, Inc., Coeur Alaska, Inc., CDE Cerro Bayo Ltd., Compania Minera Polimet S.A., and Empressa Minera Manquiri S.A. The consolidated financial statements also include all entities in which voting control of more than 50% is held by the Company. The Company has no investments in entities in which it has greater than 50% ownership interest accounted for using the equity method. Intercompany balances and transactions have been eliminated in consolidation. Investments in corporate joint ventures where the Company has ownership of 50% or less and funds its proportionate share of expenses are accounted for under the equity method. The Company has no investments in entities in which it has greater than 20% ownership interest accounted for using the cost method.
Revenue Recognition: Pursuant to guidance in Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition for Financial Statements, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, no obligations remain and collectibility is probable. The passing of title to the customer is based on the terms of the sales contract. Product pricing is determined at the point revenue is recognized by reference to active and freely traded commodity markets for example, the London Bullion Market for both gold and silver, in an identical form to the product sold.
Under our concentrate sales contracts with third-party smelters, final gold and silver prices are set on a specified future quotational period, typically one to three months, after the shipment date based on market metal prices. Revenues are recorded under these contracts at the time title passes to the buyer based on the forward price for the expected settlement period. The contracts, in general, provide for a provisional payment based upon provisional assays and quoted metal prices. Final settlement is based on the average applicable price for a specified future period, and generally occurs from three to six months after shipment. Final sales are settled using smelter weights, settlement assays (average of assays exchanged and/or umpire assay results) and are priced as specified in the smelter contract. The Companys provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting. The embedded derivative is recorded as a derivative asset, in prepaid expenses and other or, a derivative liability on the balance sheet and is adjusted to fair value through revenue each period until the date of final gold and silver settlement. The form of the material being sold, after deduction for smelting and refining is in an identical form to that sold on the London Bullion Market. The form of the product is metal in flotation concentrate, which is the final process for which the company is responsible.
The effects of forward sales contracts are reflected in revenue at the date the related precious metals are delivered or the contracts expire. Third party smelting and refining costs of $11.4 million, $10.7 million and $10.9 million in 2004, 2003 and 2002, respectively, are recorded as a reduction of revenue.
F-10
At December 31, 2004, the Company had outstanding provisionally priced sales of $26.7 million, consisting of 2.5 million ounces of silver, 18,755 ounces of gold and 1.0 million pounds of copper. For each one cent per ounce change in realized silver price, revenue would vary (plus or minus) approximately $25,000; for each one dollar per ounce change in realized gold price, revenue would vary (plus or minus) approximately $18,755; and for each one cent per pound change in realized copper price, revenue would vary (plus or minus) approximately $10,000. At December 31, 2003, the Company had outstanding provisionally priced sales of $32.8 million consisting of 3.7 million ounces of silver, 37,487 ounces of gold and 681,196 pounds of copper. For each one cent per ounce change in realized silver price, revenue would vary (plus or minus) approximately $37,000; for each one dollar per ounce change in realized gold price, revenue would vary (plus or minus) approximately $37,487; and for each one cent per pound change in realized copper price, revenue would vary (plus or minus) approximately $6,812.
Cash and Cash Equivalents: Cash and cash equivalents include all highly-liquid investments with a maturity of three months or less at the date of purchase. The Company minimizes its credit risk by investing its cash and cash equivalents with major international banks and financial institutions located principally in the United States and Chile with a minimum credit rating of A1 as defined by Standard & Poors. The Companys management believes that no concentration of credit risk exists with respect to investment of its cash and cash equivalents.
Short-term Investments: Short-term investments principally consist of highly-liquid United States, foreign government and corporate securities with original maturities in excess of three months and less than one year. The Company classifies all short-term investments as available-for-sale securities. Unrealized gains and losses on these investments are recorded in accumulated other comprehensive loss as a separate component of shareholders equity. Any decline in market value considered to be other than temporary is recognized in determining net income/loss. Realized gains and losses from the sale of these investments are included in determining net income/loss.
Ore on Leach Pad: The heap leach process is a process of extracting silver and gold by placing ore on an impermeable pad and applying a diluted cyanide solution that dissolves a portion of the contained silver and gold, which are then recovered in metallurgical processes.
The Company uses several integrated steps to scientifically measure the metal content of ore placed on the leach pads. As the ore body is drilled in preparation for the blasting process, samples are taken of the drill residue which is assayed to determine estimated quantities of contained metal. The Company estimates the quantity of ore by utilizing global positioning satellite survey techniques. The Company then processes the ore through a crushing facility where the output is again weighed and sampled for assaying. A metallurgical reconciliation with the data collected from the mining operation is completed with appropriate adjustments made to previous estimates. The crushed ore is then transported to the leach pad for application of the leaching solution. As the leach solution is collected from the leach pads, it is continuously sampled for assaying. The quantity of leach solution is measured by flow meters throughout the leaching and precipitation process. After precipitation, the product is converted to dorè, which is the final product produced by the mine. The inventory is stated at lower of cost or market, with cost being determined using a weighted average cost method.
The Company reported ore on the leach pads of $43.8 million as of December 31, 2004. Of this amount, $15.0 million is reported as a current asset and $28.8 million is reported as a non-current asset. The distinction between current and non-current is based upon the expected length of time necessary for the leaching process to remove the metals from the broken ore. The historical cost of the metal that is expected to be extracted within twelve months is classified as current and the historical cost of metals contained within the broken ore that will be extracted beyond twelve months is classified as non-current.
F-11
The estimate of both the ultimate recovery expected over time and the quantity of metal that may be extracted relative to the time the leach process occurs requires the use of estimates which are inherently inaccurate since they rely upon laboratory testwork. Testwork consists of 60 day leach columns from which the Company projects metal recoveries up to five years in the future. The quantities of metal contained in the ore are based upon actual weights and assay analysis. The rate at which the leach process extracts gold and silver from the crushed ore is based upon laboratory column tests and actual experience occurring over approximately fifteen years of leach pad operations at the Rochester Mine. The assumptions used by the Company to measure metal content during each stage of the inventory conversion process includes estimated recovery rates based on laboratory testing and assaying. The Company periodically reviews its estimates compared to actual experience and revises its estimates when appropriate. The length of time necessary to achieve ultimate recoveries for silver and gold is currently estimated between 5 and 10 years. In 2004 and 2003, the estimated recoveries for silver and gold were revised to 61.5% and 93%, respectively, from the 59% and 89% used in 2002. The impact of this change in recovery increased the estimated recoverable ounces of silver and gold contained in the heap by 1.8 million ounces and 41,000 ounces, respectively. However, the ultimate recovery will not be known until leaching operations cease which is currently estimated for 2011.
Metal and Other Inventory: Inventories include concentrate ore, dorè, ore in stockpiles and operating materials and supplies. The classification of inventory is determined by the stage at which the ore is in the production process. Inventories of ore in stock piles are sampled for gold and silver content and are valued based on the lower of actual costs incurred or estimated net realizable value based upon the period ending prices of gold and silver. Material that does not contain a minimum quantity of gold and silver to cover estimated processing expense to recover the contained gold and silver is not classified as inventory and is assigned no value. All inventories are stated at the lower of cost or market, with cost being determined using a weighted average cost method. Concentrate and dorè inventory includes product at the mine site and product held by refineries and are also valued at lower of cost or market value. Metal inventory costs include direct labor, materials, depreciation, depletion and amortization as well as administrative overhead costs relating to mining activities.
Property, Plant, and Equipment: Expenditures for new facilities, new assets or expenditures that extend the useful lives of existing facilities are capitalized and depreciated using the straight-line method at rates sufficient to depreciate such costs over the shorter of estimated productive lives of such facilities or the useful life of the individual assets. Productive lives range from 7 to 31 years for buildings and improvements, 3 to 13 years for machinery and equipment and 3 to 7 years for furniture and fixtures. Certain mining equipment is depreciated using the units-of-production method based upon estimated total proven and probable reserves. Maintenance and repairs are expensed as incurred.
Operational Mining Properties and Mine Development: Mineral exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property including costs to further delineate the ore body and remove over burden to initially expose the ore body, are capitalized. Such costs are amortized using the units-of-production method over the estimated life of the ore body based on proven and probable reserves. Significant payments related to the acquisition of the land and mineral rights are capitalized as incurred. Prior to acquiring such land or mineral rights the Company generally makes a preliminary evaluation to determine that the property has significant potential to develop an economic ore body. The time between initial acquisition and full evaluation of a propertys potential is variable and is determined by many factors including: location relative to existing infrastructure, the propertys stage of development, geological controls and metal prices. If a mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method based on proven and probable reserves. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined the property has no future economic value. Interest expense allocable to the cost of developing mining properties and to construct new facilities is capitalized until assets are ready for their intended use. Gains or losses from sales or retirements of assets are included in other income or expense. Costs incurred during the start-up phase of a mine are expensed as incurred. Ongoing mining expenditures on producing properties are charged against earnings as incurred. Major development expenditures incurred to increase production or extend the life of the mine are capitalized.
F-12
Asset Impairment: Management reviews and evaluates its long-lived assets for impairment when events and changes in circumstances indicate that the related carrying amounts of its assets may not be recoverable. The Company follows Statement of Financial Accounting Standard (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, to evaluate the recoverability of its assets. An impairment is considered to exist if total estimated future cash flows or probability-weighted cash flows on an undiscounted basis, are less than the carrying amount of the assets, including property plant and equipment, mineral property, development property, and any deferred costs such as deferred stripping. An impairment loss is measured and recorded based on discounted estimated future cash flows or the application of an expected present value technique to estimate fair value in the absence of a market price. Future cash flows include estimates of proven and probable recoverable ounces, gold and silver prices (considering current and historical prices, price trends and related factors), production levels, capital and reclamation costs, all based on life-of-mine plans and projections. Assumptions underlying future cash flow estimates are subject to risks and uncertainties. Any differences between significant assumptions and market conditions and/or the Companys operating performance could have a material effect on the Companys determination of ore reserves, or its ability to recover the carrying amounts of its long-lived assets resulting in impairment charges. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of cash flows from other asset groups. Generally, in estimating future cash flows, all assets are grouped at a particular mine for which there is identifiable cash flow.
Restricted Cash and Cash Equivalents: The Company, under the terms of its lease, self insurance, and bonding agreements with certain banks, lending institutions and regulatory agencies, is required to collateralize certain portions of the Companys obligations. The Company has collateralized these obligations by assigning certificates of deposit that have maturity dates ranging from three months to a year, to the respective institutions or agency. At December 31, 2004 and December 31, 2003, the Company held certificates of deposit and cash restricted under these agreements of $10.8 million and $8.7 million, respectively, restricted for this purpose. The ultimate timing for the release of the collateralized amounts is dependent on the timing and closure of each mine. In order to release the collateral, the Company must seek approval from certain government agencies responsible for monitoring the mine closure status. Collateral could also be released to the extent the Company was able to secure alternative financial assurance satisfactory to the regulatory agencies. The Company believes there is a reasonable probability that the collateral will remain in place beyond a twelve-month period and has therefore classified these investments as long-term.
Deferred Stripping Costs: Deferred stripping costs are unique to the mining industry and are determined based on the Companys estimates for the life of mine strip ratio for each mine. These costs are capitalized in periods when the life of mine ratio is below the current mining strip ratio, and amortized during periods where the life of mine strip ratio is above the current strip ratio. The Rochester mine is the only mine that has previously capitalized deferred stripping costs. The life of mine strip ratio that was used to accumulate the deferred stripping amounts was 1.8 to 1 (waste to ore) and was based on the estimated average stripping ratio for the life of the mine, compared to the then current ratio of 2.2 to 1 (waste to ore). The deferred stripping costs have been amortized as waste and ore have been removed from the Rochester mine pit. At present the remaining life of mine plan estimates the future stripping ratio as 1.1 to 1 (waste to ore), and the remaining costs will be amortized over the remaining life of the mine. At December 31, 2004 and December 31, 2003 the carrying amount of the deferred stripping costs were $0.8 million and $1.2 million, respectively, and are included in other assets in the accompanying balance sheet. No additional deferred stripping costs were capitalized during the periods presented. Based on current reserves and current production levels complete amortization should occur in less than four years. The amounts that were amortized for the years ended December 31, 2004, 2003 and 2002 were $0.4 million, $0.3 million and $0.2 million, respectively.
F-13
Reclamation and Remediation Costs: Effective January 1, 2003, the Company adopted SFAS No. 143, Accounting for Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset. Prior to the adoption of SFAS No. 143, reclamation costs were accrued on an undiscounted, units-of-production basis. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. An accretion cost, representing the increase over time in the present value of the liability, is recorded each period. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced.
Future remediation costs for inactive mines are accrued based on managements best estimate at the end of each period of the undiscounted costs expected to be incurred at the site. Such cost estimates include, where applicable, ongoing care and maintenance and monitoring costs. Changes in estimates are reflected in earnings in the period an estimate is revised. Refer to Note I for additional disclosure.
Foreign Currency: Substantially all assets and liabilities of foreign subsidiaries are translated at exchange rates in effect at the end of each period. Revenues and expenses are translated at the average exchange rate for the period. Foreign currency transaction gains and losses are included in the determination of net income.
Derivative Financial Instruments: On January 1, 2001, the Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, (as amended by SFAS No. 137) and SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities. These Statements require recognition of all derivatives as either assets or liabilities on the balance sheet and measurement of those instruments at fair value. Appropriate accounting for changes in the fair value of derivatives held is dependent on whether the derivative transaction qualifies as an accounting hedge and on the classification of the hedge transaction.
For derivative instruments that are designated and qualify as cash flow hedges, the effective portions of changes in fair value of the derivative are recorded in other comprehensive income (loss), and are recognized in the Statement of Consolidated Operations when the hedged item affects net income (loss) for the period. Ineffective portions of changes in the fair value of cash flow hedges are recognized currently in earnings. Refer to Note N Derivative Financial Instruments and Fair Value of Financial Instruments.
Stock-based Compensation Plans: The Company applies the intrinsic-value method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations, to account for its stock-based compensation plans. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. SFAS No. 123, Accounting for Stock-Based Compensation established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed under SFAS No. 123, the Company has elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements of SFAS No. 123.
In December 2004, FASB issued SFAS No. 123R (revised 2004), Share-Based Payment, which revises SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion 25, Accounting for Stock Issued to Employees. This Statement changes the accounting for transactions in which an entity exchanges its equity instruments for goods or services by requiring the fair-value-based method of accounting and eliminates the alternative to use APB Opinion 25s intrinsic value method of accounting that was provided in SFAS No. 123 as originally issued. SFAS No. 123R addresses financial statement users and other parties concerns of faithfully representing the economic transactions affecting an entity by requiring the entity to recognize the cost of employee services received in share-based payment transactions, thereby reflecting the economic consequences of those transactions in the financial statements. The Statement was also issued to (i) improve the comparability of reported financial information by eliminating alternative accounting methods, (ii) simplify US GAAP, and (iii) converge with international accounting standards. SFAS No. 123R is effective for public companies that do not file as small business issuers as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Company has performed a review of the provisions of the Statement and has determined that it will defer adoption until the third quarter of 2005, at which time it will begin recognizing compensation expense on the remaining portion of outstanding awards for which the requisite service period has not been rendered and for any awards granted, modified, repurchased or cancelled after the effective date. It is not believed that adoption will have a material impact on our financial reporting and disclosure. Had compensation costs for the Companys options been determined based on the fair value at the grant dates consistent with SFAS No. 123, the Company would have recorded the pro forma amounts presented below:
F-14
Years Ended December 31, | |||||||||||
2004 |
2003 |
2002 | |||||||||
Net loss as reported |
$ | (16,858 | ) | $ | (66,232 | ) | $ | (80,819 | ) | ||
Add stock based employee compensation expense included in | |||||||||||
reported net income (loss) | $ | 1,137 | $ | 911 | -- | ||||||
Deduct total stock based employee compensation expense | |||||||||||
determined under fair value method for all rewards | $ | (1,808 | ) | $ | (483 | ) | $ | (1,175 | ) | ||
Unaudited pro forma net loss | $ | (17,529 | ) | $ | (65,804 | ) | $ | (81,994 | ) | ||
Basic and diluted net loss per share as reported | $ | (0.08 | ) | $ | (0.39 | ) | $ | (1.03 | ) | ||
Unaudited basic and diluted pro forma net loss per share | $ | (0.08 | ) | $ | (0.39 | ) | $ | (1.05 | ) |
The fair value of each option grant was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk free interest rate of 4.2%, 4.0% and 4.4% for 2004, 2003 and 2002, respectively; expected option life of 2-10 years for officers and directors; expected volatility of 50%, 45% and 89% for 2004, 2003 and 2002, respectively, and no expected dividends.
Income Taxes: The Company computes income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. SFAS No. 109 requires an asset and liability approach which results in the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities, as well as operating loss and tax credit carryforwards, using enacted tax rates in effect in the years in which the differences are expected to reverse.
In assessing the realizability of deferred tax assets, management considers whether it is more likely that not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A valuation allowance has been provided for the portion of the Companys net deferred tax assets for which it is more likely than not that they will not be realized. For 2004, the Company included $4.4 million of income tax benefit resulting from an adjustment to the valuation allowance for the expected benefit of net operating loss carryforwards to be utilized in future years.
Comprehensive Loss: Comprehensive loss includes net loss as well as changes in stockholders equity that results from transactions and events other than those with stockholders. Items of comprehensive loss include the following:
2004 |
2003 |
2002 | |||||||||
Unrealized loss on marketable securities | $ | (347 | ) | $ | (306 | ) | $ | (297 | ) | ||
Change in fair value of derivative instruments, | |||||||||||
net of settlement | (130 | ) | 140 | (10 | ) | ||||||
Excess additional pension liability on | |||||||||||
unrecorded service cost | (431 | ) | (390 | ) | (1,163 | ) | |||||
Comprehensive loss | $ | (908 | ) | $ | (556 | ) | $ | (1,470 | ) | ||
F-15
Net Loss Per Common Share: The Company follows SFAS No. 128, Earnings Per Share, which requires the presentation of basic and diluted earnings per share. Loss per share is computed by dividing the net loss attributable to common stock by the weighted average number of common shares outstanding during each period. All stock options outstanding at each period end have been excluded from the weighted average share calculation. The effect of potentially dilutive stock options and debentures outstanding was antidilutive in years ending December 31, 2004, 2003 and 2002.
Detail of potentially dilutive shares excluded from earnings per share calculation due to antidilution:
December 31, 2004 |
December 31, 2003 |
December 31, 2002 | |||||||||
Options | 1,796,908 | 1,650,054 | 1,750,675 | ||||||||
6.375% Debentures | |||||||||||
Convertible at $25.77 | -- | -- | 2,139,387 | ||||||||
7.25% Debentures | |||||||||||
Convertible at $17.45 | -- | 548,023 | 668,481 | ||||||||
1.25% Notes | |||||||||||
Convertible at $7.06 | 23,684,211 | -- | -- | ||||||||
Total potentially dilutive | |||||||||||
shares | 25,481,119 | 2,198,077 | 4,558,543 | ||||||||
Debt Issuance Costs: Costs associates with the issuance of debt are included in other noncurrent assets and are amortized over the term of the related debt using the straight-line method.
Use of Estimates: The preparation of the Companys consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in their consolidated financial statements and accompanying notes. The more significant areas requiring the use of management estimates relate to mineral reserves, reclamation and remediation costs, valuation allowance for deferred tax assets, useful lives utilized for depreciation, depletion, amortization and accretion calculations of future cash flows from long-lived assets. Actual results could differ from those estimates.
Reclassifications: Certain reclassifications of prior year balances have been made to conform to current year presentation.
Recent Accounting Pronouncements: In November 2004, FASB issued SFAS No. 151, Inventory Costs, which amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). This Statement now requires that these items be recognized as current-period expenses regardless of whether they meet the criterion of so abnormal as previously stated in ARB No. 43, Chapter 5. In addition, this Statement requires that the allocation of fixed production overheads to costs of conversion be based on the normal capacity of the production facility. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company has performed a review of the provisions of the Statement and has determined that its current accounting practice is to recognize idle facilities as a current-period expense and, therefore, does not believe that adoption will have a material impact on its financial statements.
F-16
In December 2004, FASB issued SFAS No. 123R (revised 2004), Share-Based Payment, which revises SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion 25, Accounting for Stock Issued to Employees. This Statement changes the accounting for transactions in which an entity exchanges its equity instruments for goods or services by requiring the fair-value-based method of accounting and eliminates the alternative to use APB Opinion 25s intrinsic value method of accounting that was provided in SFAS No. 123 as originally issued. SFAS No. 123R addresses financial statement users and other parties concerns of faithfully representing the economic transactions affecting an entity by requiring the entity to recognize the cost of employee services received in share-based payment transactions, thereby reflecting the economic consequences of those transactions in the financial statements. The Statement was also issued to (i) improve the comparability of reported financial information by eliminating alternative accounting methods, (ii) simplify US GAAP, and (iii) converge with international accounting standards. SFAS No. 123R is effective for public companies that do not file as small business issuers as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Company has performed a review of the provisions of the Statement and has determined that it will defer adoption until the third quarter of 2005, at which time it will begin recognizing compensation expense on the remaining portion of outstanding awards for which the requisite service period has not been rendered and for any awards granted, modified, repurchased or cancelled after the effective date. It is not believed that adoption will have a material impact on our financial reporting and disclosure.
The Company classifies its investment securities as available-for-sale securities. Pursuant to SFAS 115, Accounting for Certain Investments in Debt and Equity Securities, such securities are measured at fair market value in the financial statements with unrealized gains or losses recorded in other comprehensive income (loss). At the time securities are sold or otherwise disposed of, gains or losses are included in net income (loss). The following is a summary of available-for-sale securities:
Available-For-Sale Securities | ||||||||||||||
Cost |
Gross Unrealized Losses |
Gross Unrealized Gains |
Estimated Fair Value | |||||||||||
As of December 31, 2004 | ||||||||||||||
U.S. Corporate | $ | 18,964 | $ | 107 | $ | 1 | $ | 18,858 | ||||||
U.S. Government | 29,062 | 205 | -- | 28,857 | ||||||||||
State/Municipal | 1,285 | 7 | -- | 1,278 | ||||||||||
Total debt securities | 49,311 | 319 | 1 | 48,993 | ||||||||||
Equity securities | 20 | 3 | 17 | 34 | ||||||||||
49,331 | 322 | 18 | 49,027 | |||||||||||
As of December 31, 2003 | ||||||||||||||
U.S. Corporate | $ | 3,906 | $ | 2 | $ | 21 | $ | 3,925 | ||||||
U.S. Government | 10,503 | 4 | 20 | 10,519 | ||||||||||
State/Municipal | 4,827 | 6 | -- | 4,821 | ||||||||||
Total debt securities | 19,236 | 12 | 41 | 19,265 | ||||||||||
Equity securities | 18 | 2 | 3 | 19 | ||||||||||
19,254 | 14 | 44 | 19,284 | |||||||||||
As of December 31, 2002 | ||||||||||||||
U.S. Corporate | $ | 301 | $ | -- | $ | -- | $ | 301 | ||||||
Total debt securities | 301 | -- | -- | 301 | ||||||||||
Equity securities | 782 | 4 | 355 | 1,133 | ||||||||||
1,083 | 4 | 355 | 1,434 | |||||||||||
The gross realized gains on sales of available-for-sale securities totaled nil during 2004, $0.1 million during 2003, and $1.1 million for 2002. The gross realized losses totaled nil, $0.1 million, and $0.2 million during 2004, 2003 and 2002, respectively. The gross realized gains and losses are based on a carrying value (cost net of discount or premium) of nil, $1.3 million and $1.5 million of short-term investments sold or adjusted for other than temporary decline in market value during 2004, 2003 and 2002, respectively. Short-term investments mature at various dates through February 2006.
F-17
Ore on leach pad consists of the following:
December 31, | ||||||||
2004 |
2003 | |||||||
Ore on leach pad - Current | $ | 15,046 | $ | 17,388 | ||||
Ore on leach pad - Non-current | 28,740 | 14,705 | ||||||
Total ore on leach pads | $ | 43,786 | $ | 32,093 | ||||
Inventories consist of the following:
December 31, | ||||||||
2004 |
2003 | |||||||
Concentrate and dore inventory | $ | 11,876 | $ | 7,980 | ||||
Supplies | 5,763 | 4,555 | ||||||
Metal and other inventory | $ | 17,639 | $ | 12,535 | ||||
Property, plant and equipment consists of the following:
December 31, | ||||||||
2004 |
2003 | |||||||
Land | $ | 1,379 | $ | 1,339 | ||||
Building improvements | 38,308 | 37,203 | ||||||
Machinery and equipment | 45,113 | 48,529 | ||||||
Capitalized leases, machinery and equipment | 270 | 475 | ||||||
85,070 | 87,546 | |||||||
Accumulated depreciation | (54,154 | ) | (52,868 | ) | ||||
$ | 30,916 | $ | 34,678 | |||||
The Company has entered into various operating lease agreements which expire over a period of three years. Total rent expense charged to net income (loss) under these agreements was $4.0 million, $4.4 million and $3.7 million for 2004, 2003, 2002, respectively.
The Companys capital expenditures were as follows:
2004 |
2003 |
2002 | |||||||||
Rochester | $ | 3,548 | $ | 12,128 | $ | 1,564 | |||||
Silver Valley | 2,151 | 2,362 | 2,503 | ||||||||
Cerro Bayo/Martha | 3,140 | 4,850 | 3,695 | ||||||||
Other | 1,675 | 574 | 2,554 | ||||||||
Net asset additions | $ | 10,514 | $ | 19,914 | $ | 10,316 | |||||
F-18
Minimum future lease payments under both capital and operating leases at December 31, 2004 are as follows:
Year Ending December 31, | Capital Leases |
Operating Leases | ||||||
2005 | $ | 114 | $ | 2,339 | ||||
2006 | -- | 779 | ||||||
2007 | -- | 402 | ||||||
2008 | -- | 73 | ||||||
Thereafter | -- | 1 | ||||||
114 | $ | 3,594 | ||||||
Less: Amount representing interest | 3 | |||||||
Present value of net lease payments | 111 | |||||||
Current maturities | 111 | |||||||
$ | -- | |||||||
December 31, | ||||||||
2004 |
2003 | |||||||
Capitalized costs for mining properties, net of accumulated depletion | ||||||||
consist of the following: | ||||||||
Operational mining properties: | ||||||||
Rochester Mine | $ | 12,728 | $ | 15,214 | ||||
Galena Mine | 3,990 | 3,073 | ||||||
Cerro Bayo Mine | 3,924 | 3,754 | ||||||
Martha Mine | 623 | 1,732 | ||||||
Total operational mining properties | 21,265 | 23,773 | ||||||
Non-producing and developmental properties: | ||||||||
Kensington | 24,979 | 24,979 | ||||||
San Bartolome (A) | 21,075 | 20,125 | ||||||
Other | 142 | 142 | ||||||
Total non-producing and developmental properties | 46,196 | 45,246 | ||||||
Total properties | $ | 67,461 | $ | 69,019 | ||||
(A) During the fourth quarter of 2004, the Company commenced construction activities at its San Bartolome property. The costs incurred during the fourth quarter were capitalized as part of the development properties.
The Rochester Mine: The Company has conducted operations at the Rochester Mine, located in Western Nevada, since September 1986. The mine utilizes the heap-leaching process to extract both silver and gold from ore mined using open pit methods. Rochesters primary product is silver with gold produced as a by-product.
Galena Mine: Coeur Silver Valley owns and operates the Galena underground silver-copper mine, located near the city of Wallace, in Northern Idaho. The mine utilizes the cut and fill mining method with sand backfill to extract ore from the high grade silver-copper vein deposits that constitute the majority of the ore reserves.
Cerro Bayo Mine: The Cerro Bayo Mine is a gold and silver open pit and underground mine located in southern Chile. Commercial production commenced on April 18, 2002.
Martha Mine: The Martha Mine is an underground silver mine located in Argentina, approximately 270 miles southeast of Coeurs Cerro Bayo mine. Coeur acquired 100% interest in the Martha mine in April 2002. In July 2002, Coeur commenced shipment of ore from the Martha mine to the Cerro Bayo facility for processing.
San Bartolome Project: On September 9, 1999, the Company acquired Empressa Minera Manquiri (Manquiri). Manquiris principal asset is the San Bartolome project, a silver exploration and development property located near the city of Potosi, Bolivia. The San Bartolome project consists of silver-bearing gravel deposits which lend themselves to simple surface mining methods. The mineral rights for the San Bartolome project are held through long-term joint venture/lease agreements with several local independent mining co-operatives and the Bolivian State owned mining company, (COMIBOL). As consideration for these JV/leases, production from San Bartolome is subject to a royalty of 4% payable to the co-operatives and COMIBOL. During 2004, the Company completed an updated feasibility study and in the fourth quarter of 2004 commenced construction of the project.
F-19
Kensington Project: Kensington is a gold property located near Juneau, Alaska, which has been permitted for development based on a feasibility study which was completed in early 1998. During 2004, the Company completed an updated feasibility study based on an alternate operating scenario focused on mining higher-grade areas, significantly reduced capital and operating costs while preserving the ability to expand production as market conditions warrant.
In 1998, the Company began pursuing a program of restructuring and reducing its outstanding indebtedness, which resulted in a reduction of long-term debt from $246.5 million at December 31, 1998 to $180.0 million at December 31, 2004. In addition, the interest rate on long-term debt has been reduced to 1 ¼% per annum. A summary of the major components of the program are as follows:
2002 Private Placement Transaction
In May 2002, The Company issued $21.5 million principal amount of new Series II 13 3/8% Convertible Senior Subordinated Notes (Series II 13 3/8% Notes) due December 2003, for proceeds of approximately $13.5 million, net of discount of $5.5 million and offering costs of approximately $1.9 million. Proceeds from this transaction were used to retire the remaining outstanding $9.4 million of 6% Convertible Subordinated Debentures due June 10, 2002 upon their maturity along with accrued interest and for general corporate purposes. The Series II 13 3/8% Notes were issued on similar terms, subject to certain contingent provisions, as the Companys previously issued, Series I 13 3/8% Convertible Senior Subordinated Notes (Series I 13 3/8% Notes) due December 31, 2003.
2002 Exchanges and Conversions
During 2002, the holders of the 6%, 6 3/8% and 7 1/4% Debentures exchanged a total of $13.7 million, $11.1 million, and $3.0 million principal amount, respectively, in exchange for a total of 14.4 million, 8.6 million and 2.3 million shares of common stock, respectively. Shares issued for the 6 3/8% and 7 ¼% Debentures include 0.7 million and 0.2 million shares of common stock issued for payment of interest.
As of December 31, 2002, the holders of a total of approximately $28.8 million principal amount of Series I 13 3/8% Notes had converted their notes into a total of 21.2 million shares of common stock, excluding make whole interest payments.
As of December 31, 2002, the holders of a total of approximately $21.5 million principal amount of Series II 13 3/8% Notes had converted their notes into a total of 15.9 million shares of common stock. As a result, the entire issue of Series II 13 3/8% Notes had converted into common stock. The Company issued 2.9 million shares for payment of interest.
2003 Issuance of 9% Senior Convertible Notes
On February 26, 2003, the Company completed a private placement of $37.2 million principal amount of 9% Notes. The net proceeds were approximately $33.8 million. The 9% Notes are senior in right of payment to the 6 3/8% and 7 1/4% Debentures. The 9% Notes are convertible into Coeur common stock, at any time prior to maturity at a conversion price of $1.60 per share, subject to adjustment. Interest is payable semi-annually on February 15 and August 15 of each year. The Company is entitled to elect to pay interest in cash or stock, in its sole discretion. The 9% Notes are redeemable at the option of the Company six months after issuance, subject to certain conditions, and at the option of the holders in the event of a change in control. Of the financial advisory fees paid by the Company in connection with the issuance of the 9% Notes, the Company elected to issue 0.6 million unregistered shares of common stock valued at $1.54 per share in lieu of cash. No underwriter was used with this transaction. The private placement was made to several accredited institutional investors. The private placement was exempt from registration under the Securities Act of 1933 by virtue of Regulation D thereunder.
F-20
On March 7, 2003, the Company called for the redemption of approximately $22.4 million principal amount of the outstanding 6 3/8% Debentures, which was funded by a portion of the proceeds received from the sale of the 9% Notes. The debt was retired on April 7, 2003.
Effective as of July 10, 2003, Coeur dAlene Mines Corporation entered into a series of agreements under which indebtedness of the Company will be exchanged for or converted into shares of the Companys common stock, (the Common Stock). The Company and each of the holders of the Companys 9% Notes entered into an Early Conversion Agreement. The amount of principal converted under the Early Conversion Agreements was $32.6 million, and the common shares issued, including interest, was approximately 27.5 million. The Company recorded a loss on early retirement of debt of $4.2 million in the third quarter of 2003 in conjunction with these transactions.
2003 Exchanges and Conversions
During 2003, holders of $12.7 million of our 13 3/8% Convertible Senior Subordinated Notes due December 31, 2003 voluntarily converted such notes, in accordance with original terms, into approximately 9.6 million shares of common stock which includes 0.2 million shares issued for interest due under the terms of the agreement.
During 2003, the Company exchanged $27.9 million and $2.1 million principal amount of our outstanding 6 3/8% Convertible Subordinated Debentures due 2004 and our 7 1/4% Convertible Subordinated Debentures due 2005, respectively, in exchange for 18.5 million shares of common stock and recorded a loss on exchange and early retirement of debt of approximately $29.7 million. The shares issued included 0.5 million shares of common stock issued as payment for interest expense as part of the transaction. In conjunction with the issuance of the 9% Convertible Senior Subordinated Notes due 2007, the Company also issued 0.6 million shares of common stock for partial payment of offering costs of $1.0 million.
2003 Redemptions
On November 25, 2003, the Company issued 3.1 million shares of common stock in a registered offering, the proceeds of which were used to redeem the remaining $4.6 million principal amount of the 9% Convertible Senior Subordinated Notes and recorded a loss on the early retirement of debt of $7.6 million. In addition, during the fourth quarter of 2003, the Company redeemed the remaining $4.9 million principal amount of the 6 3/8% Convertible Subordinated Debentures due January 2004.
2004 Redemption
On February 11, 2004, the Company announced the redemption of the remaining outstanding $9.6 million principal amount of the Companys 7 ¼% Convertible Subordinated Debentures due October 15, 2005. The final redemption took place on March 11, 2004.
F-21
2004 Issuance of 1 ¼% Convertible Senior Notes
On January 13, 2004, the Company completed its offering of $180 million aggregate principal amount of 1 ¼% Convertible Senior Notes due 2024. The Notes are convertible into shares of Coeur common stock at a conversion rate of approximately 131.5789 shares of Coeur common stock per $1,000 principal amount of Notes, representing a conversion price of $7.60 per share. Interest on the notes will be payable in cash at the rate of 1¼% per annum beginning July 15, 2004. The Company has used the proceeds of the Notes for general corporate purposes, which include the development of its Kensington gold project and its San Bartolome silver project, or the acquisition of precious metals properties or businesses. Construction commenced at the San Bartolome project on October 1, 2004. The Kensington project is subject to the receipt of final permits and final construction decision. The Notes will be general unsecured obligations, senior in right of payment to the Companys other indebtedness. The offering was made through an underwriting led by Deutsche Bank Securities. Offering of the Notes was made only by means of a prospectus under the Companys existing shelf registration statement, including the accompanying prospectus supplement relating to the Notes.
F-22
The following table sets forth debt-for-equity conversions exchanges for each year in millions:
Common Shares |
Principal Amount |
Interest Expense |
Discount and Offering Costs |
Loss on Early Retirement of Debt | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2004 | |||||||||||||||||
None | -- | -- | -- | -- | -- | ||||||||||||
2003 | |||||||||||||||||
Converted | |||||||||||||||||
13.375% Notes Series I due 2003 | 9.4 | $ | 12.7 | $ | -- | $ | (0.30 | ) | $ | -- | |||||||
Interest | 0.2 | -- | 0.3 | -- | -- | ||||||||||||
Exchanged | |||||||||||||||||
6.375% Debentures due 2004 | 16.6 | 27.9 | -- | (0.10 | ) | (27.5 | ) | ||||||||||
Interest | 0.5 | -- | 0.9 | -- | -- | ||||||||||||
7.25% Debentures due 2005 | 1.4 | 2.1 | -- | -- | (2.2 | ) | |||||||||||
9% Notes due 2007 | 23.0 | 32.6 | -- | (4.20 | ) | (4.2 | ) | ||||||||||
Interest | 4.5 | -- | 7.0 | -- | -- | ||||||||||||
TOTAL | 55.6 | $ | 75.3 | $ | 8.2 | $ | (4.60 | ) | $ | (33.9 | ) | ||||||
2002 | |||||||||||||||||
Converted | |||||||||||||||||
13.375% Notes Series I due 2003 | 21.2 | $ | 28.8 | $ | -- | $ | (1.30 | ) | $ | -- | |||||||
Interest | 5.1 | -- | 7.9 | -- | -- | ||||||||||||
13.375% Notes Series II due 2003 | 15.9 | 21.5 | -- | (6.04 | ) | -- | |||||||||||
Interest | 2.9 | -- | 4.5 | -- | -- | ||||||||||||
Exchanged | |||||||||||||||||
6% Debentures exchanged June 2002 | 14.4 | 13.7 | -- | (0.03 | ) | (2.9 | ) | ||||||||||
6.375% Debentures due 2004 | 7.9 | 11.1 | -- | (0.06 | ) | (12.9 | ) | ||||||||||
Interest | 0.7 | -- | 1.0 | -- | -- | ||||||||||||
7.25% Debentures due 2005 | 2.1 | 3.0 | -- | (0.04 | ) | (3.3 | ) | ||||||||||
Interest | 0.2 | -- | 0.2 | -- | -- | ||||||||||||
TOTAL | 70.4 | $ | 78.1 | $ | 13.6 | $ | (7.47 | ) | $ | (19.1 | ) | ||||||
F-23
Redemptions of Debentures
The following table sets forth cash redemptions of debentures for each year in millions:
Principal Amount |
Purchase Amount |
Offering Cost |
Loss on Early Retirement of Debt | |
2004: | ||||
7.25% Debentures | $9.6 | $9.6 | $(.08) | -- |
2003: | ||||
6 3/8% Debentures | $27.3 | $27.3 | -- | -- |
9% Debentures | $ 4.6 | $13.5 | $(1.30) | $(7.6) |
2002: | ||||
6% Debentures | $9.4 | $9.4 | $(.03) | -- |
The $180.0 million principal amount of 1 ¼% Debentures due 2024 outstanding at December 31, 2004 are convertible into shares of common stock at the option of the holder on January 15, 2011, 2014, and 2019, unless previously redeemed, at a conversion price of $7.60 per share, subject to adjustment in certain events.
The Company is required to make semi-annual interest payments. The Debentures are redeemable at the option of the Company before January 18, 2011, if the closing price of the Companys common stock over a specified number of trading days has exceeded 150% of the conversion price, and anytime thereafter. The Debentures have no other funding requirements until maturity on January 15, 2024.
The fair value of the convertible debentures is determined by market transactions on or near December 31, 2004 and 2003, respectively. The carrying amounts and fair values of debentures, as of December 31, 2004 and 2003, consisted of the following:
December 31, 2004 |
December 31, 2003 | |||
Convertible Debentures |
Carrying Value |
Fair Value |
Carrying Value |
Fair Value |
1 1/4% Notes due 2024 | $180,000 | $166,776 | $ -- | $ -- |
7 1/4% Debentures due 2005 | $ -- | $ -- | $ 9,563 | $ 9,552 |
Total interest expense on Debentures and Notes for the year ended December 31, 2004, 2003, and 2002 was $2.9 million, of which $0.1 million was capitalized as a cost of certain properties under development, $12.9 million, and $21.9 million, respectively.
Interest paid was $1.6 million, $13.0 million, of which $9.0 million was paid in stock, and $20.4 million, of which $13.6 million was paid in stock, for 2004, 2003, and 2002, respectively.
In 2002, the Company secured a 10-year loan at an interest rate of 10% per annum for the Corporate Office Building utilizing the building as collateral for the loan. The amount of this loan outstanding at December 31, 2003 was $1.2 million and is included in other long-term liabilities in the accompanying consolidated financial statements. This loan was paid in full in February 2004.
F-24
Reclamation and remediation costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties as well as remediation costs for inactive properties. The estimated undiscounted cash flows generated by our assets and the estimated liabilities for reclamation and remediation are determined using the Companys assumptions about future costs, mineral prices, mineral processing recovery rates, production levels and capital and reclamation costs. Such assumptions are based on the Companys current mining plan and the best available information for making such estimates. On an ongoing basis, management evaluates its estimates and assumptions; however, actual amounts could differ from those based on such estimates and assumptions.
Effective January 1, 2003, the Company adopted SFAS No. 143. Prior to 2003, the Company recognized a pro rata share of the future estimated reclamation liability on a units-of-production basis. After January 1, 2003, the Company was required to recognize the full discounted estimated future reclamation liability and set up a corresponding asset to be amortized over the life of the mine on a units-of-production basis. The impact of this change was accounted for as a change in accounting principle as of January 1, 2003, and the effects of this change are discussed below.
Upon adoption of FASB No. 143 Accounting for Asset Retirement Obligations, the Company recognized the following:
1. | A post closure reclamation liability of $20.7 million; |
2. | Increased the carrying value of its assets by approximately $11.4 million, offset by $7.6 million of depletion through January 1, 2003, and |
3. | Recorded a cumulative effect adjustment to decrease income by $2.3 million. |
The Company measured the cumulative accretion and accumulated depletion for the period from the date the liability would have been recognized if FASB No. 143 were in effect when the Company incurred the liability to the date of the adoption of the Statement and has reported these as a cumulative effect of a change in accounting principle. For the initial measurement of these existing obligations, the Company used current information, assumptions, and interest rates. The initial implementation of FASB No. 143 also required the Company to reverse all previously recognized retirement obligations (reclamation accruals) as part of the cumulative effect adjustment.
The Asset Retirement Obligation is measured using the following factors: 1) Expected labor costs, 2) Allocated overhead and equipment charges, 3) Contractor markup, 4) Inflation adjustment, and 5) Market risk premium. The sum of all these costs is discounted, using a credit adjusted risk-free interest rate of 7.5%, from the time we expect to pay the retirement obligation to the time we incur the obligation. The measurement objective is to determine the amount a third party would demand to assume the asset retirement obligation.
Upon initial recognition of a liability for an asset retirement obligation, the Company capitalized the asset retirement cost with a corresponding debit to the carrying amount of the related long-lived asset. The Company depletes this amount using the units-of-production method. The Company is not required to re-measure the obligation at fair value each period, but the Company is required to evaluate the cash flow estimates at the end of each reporting period to determine whether the estimates continue to be appropriate. Upward revisions in the amount of undiscounted cash flows will be discounted using a current credit-adjusted risk-free rate. Downward revisions will be discounted using the credit-adjusted risk-free rate that existed when the original liability was recorded.
F-25
The following table summarizes the pro forma effects of the application of SFAS No. 143, as if the Statement had been retrospectively applied for the period ending on December 31, 2002:
(In thousands except per share data) |
December 31, 2002 | ||||
Net loss as reported | $ | (80,819 | ) | ||
Unaudited net loss pro forma | $ | (83,341 | ) | ||
Basic and diluted earnings per share as reported | $ | (1.03 | ) | ||
Unaudited basic and diluted earnings per share pro forma | $ | (1.07 | ) | ||
In addition, had the Company adopted the provisions of SFAS No. 143 prior to January 1, 2003, the amount of the asset retirement obligations on a pro forma basis would have been as follows:
(In thousands) |
Pro Forma Asset Retirement Obligation | ||||
January 1, 2000 | $ | 18,937 | |||
December 31, 2000 | $ | 18,282 | |||
December 31, 2001 | $ | 19,553 | |||
December 31, 2002 | $ | 20,662 | |||
In the fourth quarter of 2004, the Company reviewed its cash flow estimates for its asset retirement obligations. This resulted in a net increase to the asset retirement obligation of $2.2 million and a corresponding increase to the carrying amount of the asset to be retired. The increase was due to further disturbance at the Companys Cerro Bayo mine and adjustments to future estimated costs at the Companys Galena and Coeur mines. The increase was discounted using the Companys current credit adjusted risk-free rate of 7.19%.
The following is a description of the changes to the Companys asset retirement obligations from January 1 to December 31, 2004 and 2003:
Assets: | 2004 |
2003 | ||||||
(in thousands) | ||||||||
Balance at January 1, 2004 | $ | 20,657 | $ | 20,662 | ||||
Accretion expense | 1,549 | 1,550 | ||||||
Liabilities incurred | 2,173 | -- | ||||||
Changes in estimates | (837 | ) | -- | |||||
Liabilities settled | (106 | ) | (1,555 | ) | ||||
Asset Retirement Obligation - December 31, 2004 | $ | 23,436 | $ | 20,657 | ||||
Income (loss) before income taxes is as follows:
Year Ended December 31, | |||||||||||
2004 |
2003 |
2002 | |||||||||
United States | $ | (21,103 | ) | $ | (72,036 | ) | $ | (77,171 | ) | ||
Foreign | (1,540 | ) | 8,103 | (3,648 | ) | ||||||
Total | $ | (22,643 | ) | $ | (63,933 | ) | $ | (80,819 | ) | ||
F-26
The components of the consolidated income tax provision were as follows:
Years Ended December 31, | |||||||||||
2004 |
2003 |
2002 | |||||||||
Current | $ | 1,382 | $ | 7 | $ | -- | |||||
Deferred | 4,403 | -- | -- | ||||||||
Benefit (provision) for income tax | $ | 5,785 | $ | 7 | $ | -- | |||||
A reconciliation of the Companys effective tax rate with the federal statutory tax rate for the periods indicated is as follows:
Years Ended December 31, | |||||||||||
2004 |
2003 |
2002 | |||||||||
Tax benefit on continuing operations | 35.0 | 35.0 | 35.0 | ||||||||
State tax benefit from continuing | |||||||||||
operations | 3.0 | 3.0 | 3.0 | ||||||||
Percentage depletion and debt retirement | |||||||||||
16.3 | (28. | 3) | (19. | 1) | |||||||
Change in valuation allowance | (42. | 9) | (22. | 6) | 52.9 | ||||||
Change in valuation allowance due to | |||||||||||
change in ownership limitations | -- | -- | (46. | 8) | |||||||
Foreign operations | 6.0 | 4.5 | (13. | 5) | |||||||
Overaccrual of prior year taxes | 6.1 | 9.5 | -- | ||||||||
Other, net | 2.1 | (1.1 | ) | (11. | 5) | ||||||
Effective tax rate | 25.6 | -- | -- | ||||||||
During 2004, the Company evaluated its tax status in each of its domestic and foreign jurisdictions and as a result, has adjusted certain amounts related to state taxes and net operating loss carryforwards, with an offsetting effect in the valuation allowances for the years ended December 31, 2004, 2003 and 2002, to conform to the presentation as of December 31, 2004. These changes have been reflected in the above table to facilitate comparability and had no impact on the financial statements as the net effective tax rate for each of the years presented has not changed.
As of December 31, 2004, 2003 and 2002, the significant components of the Companys deferred tax assets and liabilities were as follows:
Years Ended December 31, | |||||||||||
2004 |
2003 |
2002 | |||||||||
Deferred tax liabilities: | |||||||||||
PP&E, net | $ | 7,529 | $ | 7,631 | $ | 5,938 | |||||
Total deferred tax liabilities | $ | 7,529 | $ | 7,631 | $ | 5,938 | |||||
Deferred tax assets: | |||||||||||
Mineral properties | $ | 70,076 | $ | 65,928 | $ | 54,914 | |||||
Other | 2,714 | 302 | 1,412 | ||||||||
Net operating loss carryforwards | 85,765 | 78,106 | 71,167 | ||||||||
Alternative minimum tax credit carryforwards | 1,459 | 1,459 | 1,459 | ||||||||
Other business credit carryforwards | -- | 205 | 205 | ||||||||
Capital loss carryforwards | 5,679 | 5,679 | 5,686 | ||||||||
165,693 | 151,679 | 134,843 | |||||||||
Valuation allowance | (153,761 | ) | (144,048 | ) | (128,905 | ) | |||||
Total deferred tax assets | $ | 11,932 | $ | 7,631 | $ | 5,938 | |||||
Net deferred tax asset | $ | 4,403 | $ | -- | $ | -- | |||||
F-27
The Company has reviewed its domestic and foreign deferred tax assets and, except for a $4.4 million deferred tax asset related to the Companys Cerro Bayo mine, has not recognized the potential tax benefits arising therefrom because at this time management believes it is more likely than not that the benefits will not be realized in future years. The Company has evaluated the amount of taxable income and periods over which it must be earned to allow for realization of its deferred tax asset. Based on this analysis, the Company determined that over the next two years pretax book income is expected to be generated in Chile where the future tax rate is 17%.
During 2002, the Company, for U.S. tax purposes, was subject to the U.S. change of ownership rule which limits the availability of existing tax attributes including net operating losses to reduce future taxable income. The Company estimates that the change of ownership limitation will preclude the Company from utilizing tax attributes to reduce future income tax payments by $38.0 million. As a result, the Company has reduced the U.S. net operating loss carryforwards that existed prior to the 2002 ownership change by $100 million. Consequently, the deferred tax assets have been reduced with a corresponding reduction in the valuation allowance.
During 2003, the Company, for U.S. tax purposes, was subject to another U.S. change of ownership which limits the availability of existing tax attributes including net operating losses to reduce future taxable income. The Company estimates that this change will not preclude the Company from utilizing tax attributes to reduce future taxable income or tax payments. Therefore, the Company has not reduced the tax attribute carryforwards.
As of December 31, 2004, the Company has the following tax attribute carryforwards:
U.S. |
Australia |
Chile |
Argentina |
New Zealand |
Total | |||||||||||||||
Regular net operating losses | $ | 108,486 | $ | 2,513 | $ | 77,216 | $ | 1,450 | $ | 91,371 | $ | 281,036 | ||||||||
Capital losses | 14,944 | -- | -- | -- | -- | 14,944 | ||||||||||||||
Alternative minimum tax credits | 1,459 | -- | -- | -- | -- | 1,459 |
The U.S. net operating losses expire in 2008 through 2024 while the foreign country net operating losses have an indefinite carryforward period. The Companys capital losses expire in 2006 and 2007, alternate minimum tax credits have an indefinite carryforward period and the general business credits expired on December 31, 2004.
On May 11, 1999, the Companys shareholders adopted a new shareholder rights plan (the Plan). The Plan entitles each holder of the Companys common stock to one right. Each right entitles the holder to purchase one one-hundredth of a share of newly authorized Series B Junior Preferred Stock. The exercise price is $100, making the price $10,000 per full preferred share. The rights will not be distributed and become exercisable unless and until ten business days after a person acquires 20% of the outstanding common shares or commences an offer that would result in the ownership of 30% or more of the shares. Each right also carries the right to receive upon exercise that number of Coeur common shares which has a market value equal to two times the exercise price. Each preferred share issued is entitled to receive 100 times the dividend declared per share of common stock and 100 votes for each share of common stock and is entitled to 100 times the liquidation payment made per common share. The Board may elect to redeem the rights prior to their exercisability at a price of $0.01 per right. The new rights will expire on May 24, 2009, unless earlier redeemed or exchanged by the Company. Any preferred shares issued are not redeemable. At December 31, 2004 and 2003, there were a total of 239,969,092 and 213,135,975 outstanding rights, respectively, which was equal to the net number of outstanding shares of common stock.
F-28
During the fourth quarter of 2004, the Company completed a public offering of 26.6 million shares of common stock at a public offering price of $4.50 per share, which included 1.6 million shares purchased by the underwriters at the offering price to cover over allotments. The Company realized total net proceeds from the offering, after payment of the underwriters discount, of approximately $113.1 million.
During the third quarter of 2003, the Company completed a public offering of 23.7 million shares of common stock at a public offering price of $3.40 per share, which included 3.1 million shares purchased by the underwriters at the offering price to cover over allotments. The Company realized total net proceeds from the offering, after payment of the underwriters discount, of approximately $76.0 million.
On July 7, 2003, the Company sold 0.2 million shares of common stock to an institutional investor for an aggregate of $0.3 million, or $1.40 per share. The net proceeds from the sale of shares were used to pay amounts owed by the Companys subsidiary, Empresa Minera Manquiri S.A., a Bolivian corporation, under contracts pursuant to which it obtained certain mineral rights in Bolivia and for general corporate purposes. The sale of shares was effected pursuant to the Companys shelf registration statement.
On May 23, 2003, the Company sold 8.1 million shares of common stock to an institutional investor for an aggregate of $10.0 million, or $1.23 per share. The Company also granted the investor an option, exercisable within 30 days, to purchase an additional 1.2 million shares of common stock at a price of $1.23 per share. The proceeds of the sale were used for general corporate purposes and working capital needs, including the repayment of 13 3/8% Notes and 6 3/8% Debentures. On June 20, 2003, the Company sold 1.2 million shares of common stock to the institutional investor for an aggregate of $1.5 million, or $1.23 per share, in connection with the above-referenced option. The sale of shares was effected under the Companys shelf registration statement.
On November 25, 2003, the Company issued 3.1 million shares of common stock in a registered offering, the proceeds of which were used to redeem the remaining $4.6 million principal amount of the 9% Convertible Senior Subordinated Notes and recorded a loss on the early retirement of debt of $7.6 million. In addition, during the fourth quarter of 2003, the Company redeemed the remaining $4.9 million principal amount of the 6 3/8% Convertible Subordinated Debentures due January 2004.
The Company has a Long-Term Incentive Plan (the 2003 Long-Term Incentive Plan) and a Directors Plan (the Directors Plan).
History and Objectives of the Companys Executive Compensation Program
Hewitt Associates, an independent consulting firm, has advised our Board of Directors and its Compensation Committee regarding our executive compensation program since 1989. The program was originally approved by shareholders in 1989. Amendments to the program approved by shareholders in 1995 and a new LTIP approved by shareholders in 2003 were designed to make us remain competitive with mining industry peer companies and to further align the financial incentives of management with the shareholders interests.
Annual Incentive Plan
Benefits under the Annual Incentive Plan were payable in cash for 2004, 2003 and 2002.
1989 Long-Term Incentive Plan
F-29
Under the 1989 Long-Term Incentive Plan, as amended by shareholders in 1995, benefits consist of non-qualified stock and incentive stock options that are exercisable at prices equal to the fair market value of the shares on the date of grant and vest cumulatively at an annual rate of one third during the three-year period following the date of grant. In addition to stock options, the Long-Term Plan may annually grant stock appreciation rights (SARs), restricted stock, restricted stock units, performance shares, performance units, cash based awards, and stock based awards.
On March 11, 2003, the Board of Directors awarded to the management group a total of 1,240,000 restricted shares which initially were to vest at the end of a three-year period after grant of such shares. At a meeting on February 5, 2004, the Board of Directors, based upon the Companys achievement of certain strategic goals during 2003, amended the vesting schedule such that these shares will vest to the extent of one-third of the award amount on each anniversary following the grant date of such shares. As of December 31, 2004, the amount of authorized shares to issue under this plan was 2.9 million shares. There were 1.0 million shares and 1.2 million shares reserved for issuance under this plan at December 31, 2004 and 2003, respectively. No further awards will be made under this plan.
2003 Long-Term Incentive Plan
The 2003 Long-Term Incentive Plan (the LTIP) was approved by our shareholders on May 20, 2003, and replaced our prior 1989 Long-Term Incentive Plan, and pursuant to which we may annually grant: nonqualified stock options, incentive stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, performance shares, performance units, cash-based awards and stock-based awards to our executive officers.
On February 19, 2004, the Board of Directors awarded a total of 152,737 restricted shares which will vest to the extent of one-third of the award amount on each anniversary following the grant date of such shares. On November 11, 2004, the Board of Directors awarded an additional 83,333 restricted shares which will vest to the extent of one-half of the award amount on each of the remaining two anniversaries of the March 11, 2003 award. As of December 31, 2004, the amount of authorized shares to issue under this plan was 6.8 million shares. There were 0.3 million shares and nil reserved for issuance under this plan at December 31, 2004 and 2003, respectively.
Directors Plan
The Directors Plan options are granted only in lieu of an optionees foregone annual directors fees. Under this Plan 1,200,000 shares of common stock are authorized for issuance. For the years ended December 31, 2004, 2003 and 2002, a total of 40,318, 106,478, and 181,060 options, respectively, had been granted in lieu of $0.1 million, each year of foregone directors fees. The total amount of shares reserved at December 31, 2004 and 2003 were 505,884 and 486,808, respectively under this Plan.
As of December 31, 2004 and 2003, stock options to purchase 1,796,908 shares and 1,650,054 shares, respectively, were outstanding under the Long-Term and the Directors Plans described above. The options are exercisable at prices ranging from $0.74 to $19.94 per share. Total employee compensation expenses charged to operations under these Plans were $2.8 million, $3.1 million and $0.8 million for 2004, 2003 and 2002, respectively. A summary of the Companys stock option activity and related information for the years ended December 31, 2004, 2003 and 2002 follows:
F-30
Shares |
Weighted Average Exercise Price |
Weighted Average Fair value of Options Granted | |||||||||
Stock options outstanding at December 31, 2001 | 779,094 | $ | 2.81 | ||||||||
Granted | 1,052,525 | $ | 1.50 | $ 1.31 | |||||||
Canceled/expired | (80,944 | ) | $ | 2.12 | |||||||
Stock options outstanding at December 31, 2002 | 1,750,675 | $ | 2.05 | ||||||||
Granted | 106,478 | $ | 2.08 | $ 1.08 | |||||||
Exercised | (72,052 | ) | $ | 1.13 | |||||||
Canceled/expired | (135,047 | ) | $ | 1.91 | |||||||
Stock options outstanding at December 31, 2003 | 1,650,054 | $ | 2.11 | ||||||||
Granted | 333,250 | $ | 6.95 | $ 3.27 | |||||||
Exercised | (169,527 | ) | $ | 1.69 | |||||||
Canceled/expired | (16,869 | ) | $ | 6.32 | |||||||
Stock options outstanding at December 31, 2004 | 1,796,908 | $ | 3.01 | ||||||||
Options exercisable at December 31, 2004, 2003 and 2002 were, 1,509,021, 1,616,532, and 1,650,108, respectively.
The following table summarizes information for options currently outstanding at December 31, 2004:
Options Outstanding |
Options Exercisable | |||||||||||||||||||
Range of Exercise Price |
Number Outstanding |
Weighted Average Remaining Contractual Life (Yrs.) |
Weighted Average Exercise Price |
Number Exercisable |
Weighted Average Exercise Price | |||||||||||||||
$0.74 to $1.22 | 484,885 | 6.78 | $0.79 | 484,885 | $0.79 | |||||||||||||||
$1.23 to $1.85 | 637,711 | 7.58 | $1.65 | 637,711 | $1.65 | |||||||||||||||
$1.86 to $2.63 | 111,502 | 7.90 | $2.10 | 111,502 | $2.10 | |||||||||||||||
$2.64 to $4.81 | 189,805 | 5.21 | $3.67 | 181,654 | $3.69 | |||||||||||||||
$4.82 to $8.94 | 332,908 | 8.74 | $7.16 | 53,172 | $7.55 | |||||||||||||||
$8.95 to $19.94 | 40,097 | 1.15 | $16.21 | 40,097 | $16.21 | |||||||||||||||
1,796,908 | 1,509,021 | |||||||||||||||||||
As of December 31, 2004, 6,907,970 shares were available for future grants under these Plans and 23,684,211 shares of common stock were reserved for potential conversion of Convertible Subordinated Debentures.
In connection with the acquisition of certain Asarco silver assets acquired in 1999, the Company is required to maintain non-contributory defined benefit pension plans covering substantially all employees at Coeur Silver Valley. Benefits for salaried plans are based on salary and years of service. Hourly plans are based on negotiated benefits and years of service. The Companys funding policy is to contribute annually the minimum amount prescribed, as specified by applicable regulations. Prior service costs and actuarial gains and losses are amortized on plan participants expected future period of service using the straight-line method. The Company expects to contribute approximately $720,000 during 2005.
Actuarial Present Value of Projected Benefit Obligation:
The actuarial present value of our accumulated plan benefits has been determined using the following assumptions:
Factor | Method |
Discount Rate for Benefit Obligations | 7.0% |
Expected Return on Plan Assets | 7.0% |
Rate of Compensation Increased | 5.0% |
F-31
Expected long-term rate of return on plan assets:
The long-term expected rate of return on plan assets for purposes of the actuarial valuation was assumed to be 7% and 6% as of December 31, 2004 and 2003, respectively. The rate used is based on the plans experience and asset mix of the portfolio, as well as taking into consideration the fact that no lump sum distributions are paid from the plan. The plan had an expected return on plan assets of $0.2 million and $0.2 million for 2004 and 2003, respectively. The actual return on plan assets was $0.3 million and $0.4 million for 2004 and 2003, respectively. The actuarial gains and losses for each period are amortized using a straight-line method over 10.5 years. This will have a future impact on operations of approximately $0.4 million per year.
Plan assets and determination of fair value:
The fair value of plan assets is determined using the market value of the investments held by the plan at December 31 of each year as quoted by public equity and bond markets. The asset mix is in accordance with the plans fiduciary investment policy which allows for 60% equity investments, 35% fixed income investments and 5% cash and cash equivalents. The current investment portfolio for the funded portion of the obligation is held in a trust. The Companys funding policy is to contribute amounts to the plan sufficient to meet the minimum funding requirements as set forth in the Employee Retirement Income Security Act of 1974 plus such additional tax deductible amounts as may be advisable under the circumstances. The Company has funded $0.7 million and $0.8 million in 2004 and 2003, respectively, toward the obligation. The Company expects to contribute approximate $0.8 million for each of the next five years. The plan assets are invested principally in commingled stock funds, mutual funds and securities issued by the United States government.
Pursuant to the plans fiduciary investment policy, the plan adopts more specific investment directives from time to time. The plans current investment directives are 10% guaranteed investment contracts, 30% fixed income investments, 30% large company investments and 30% S&P 500 index funds. Based on this current investment directive, the plans actual portfolio at December 31, 2004 had 9% guaranteed investment contracts, 27% conservative bond investments, 42% large company investments and 22% S&P 500 index funds. Since the performance of each asset class of the portfolio within any measurement period will impact its relative weight in the portfolio, the actual percentage of each asset class in the portfolio at December 31, 2004 does not match exactly to the current directive.
The expected long-term rates of return for each asset class within the portfolio, and therefore the portfolio average, is based on an estimate of the return for each of the securities within an asset class, which are currently benchmarked at 8.75% for equity investments, 5.5% for fixed income investments and 4% for cash and cash equivalents. For each type of investment within the Trusts portfolio structure, the Trustees evaluate both returns and the relationship between risk and return. The expectation is that each asset class will produce a superior risk-adjusted return over a market cycle.
The following table shows the expected rate of return for each asset class along with the standard deviation or volatility associated with each asset class.
Mix |
Expected Rate of Return |
Standard Deviation Or Volatility |
60% equity investments | 8.75% | 16.00% |
30% fixed income investments | 5.50% | 7.25% |
10% cash and cash equivalents | 4.00% | 1.00% |
7.40% | 11.00% |
The Trustees evaluate the level of volatility within the total Trust and each of its component investments. The Trustees have set maximum volatility thresholds for each class of investment which consist of 16% for equity investments, 7.25% for fixed income investments and 1% for cash and cash equivalents, with the total portfolio volatility expected to not exceed 11%. The Trustees then compare how these specific investments perform against other indexed funds and other managed portfolios with similar objectives. The specific criteria used to measure the performance is as follows:
F-32
1) A targeted 7-11% average annualized return based on long-term historical market data;
2) Expected returns over a market cycle that exceed the total portfolio indexed benchmark;
3) Volatility that is not substantially greater than the portfolio indexed benchmark volatility of 11%; and
4) Risk adjusted returns that are above market line analysis when compared with indexed benchmarks.
The components of net periodic benefit costs are as follows:
For the Year Ended December 31, | |||||||||||
2004 |
2003 |
2002 | |||||||||
Assumptions: | |||||||||||
Discount rate | 6.0 | % | 7.0 | % | 7.5 | % | |||||
Components of net periodic benefit cost | |||||||||||
Service cost | $ | 319 | $ | 269 | $ | 311 | |||||
Interest cost | 412 | 335 | 290 | ||||||||
Expected return on plan assets | (215 | ) | (180 | ) | (143 | ) | |||||
Amortization of prior service cost | 56 | 56 | 56 | ||||||||
Recognized actuarial loss | 327 | 232 | 210 | ||||||||
Net periodic benefit cost | $ | 899 | $ | 712 | $ | 724 | |||||
The change in benefit obligation and plan assets and a reconciliation of funded status are as follows:
At December 31, | ||||||||
2004 |
2003 | |||||||
Change in benefit obligation | ||||||||
Projected benefit obligation at beginning of year | $ | 6,337 | $ | 4,693 | ||||
Service cost | 319 | 269 | ||||||
Interest cost | 412 | 335 | ||||||
Benefits paid | (195 | ) | (141 | ) | ||||
Actuarial loss (gain) | 621 | 1,181 | ||||||
Projected benefit obligation at end of year | $ | 7,494 | $ | 6,337 | ||||
Change in plan assets | ||||||||
Fair value of plan assets at beginning of year | $ | 3,318 | $ | 2,250 | ||||
Actual return on plan assets | 255 | 419 | ||||||
Employer contributions | 720 | 790 | ||||||
Benefits paid | (195 | ) | (141 | ) | ||||
Fair value of plan assets at end of year | $ | 4,098 | $ | 3,318 | ||||
Reconciliation of funded status | ||||||||
Funded status | $ | (3,396 | ) | $ | (3,019 | ) | ||
Unrecognized actuarial gain | 3,731 | 3,517 | ||||||
Unrecognized prior service cost | 428 | 444 | ||||||
Net amount of asset reflected in consolidated balance sheet | $ | 763 | $ | 942 | ||||
Weighted average assumptions | ||||||||
Discount rate | 6.0 | % | 6.0 | % | ||||
Expected long-term rate of return on plan assets | 6.0 | % | 7.0 | % | ||||
Rate of compensation increase | 5.0 | % | 5.0 | % | ||||
F-33
The Companys subsidiary, Coeur Silver Valley Inc., provides certain health care benefits for retired employees and their dependents who retired before September 9, 1999. The current hourly employees of Coeur Silver Valley Inc. are not eligible for post retirement health insurance if eligible for retirement under the Coeur Silver Valley Retirement Plan. These benefits are insured through outside carriers. The fair value of the post retirement benefit obligation is determined as of December 31 for each of the years presented.
Actuarial Present Value of Projected Benefit Obligation:
The discount rate was determined based on Moodys AAA Bond Rating and the rate applied was within the range of expected experience. The medical trend rate was determined based on the group rated experience. The Company amortizes its unrecognized, unfunded accumulated post-retirement benefit obligation using a straight-line method over a 6.16-year period. The 6.16-year estimate is based on a statistically determined average of estimated future service for the Companys employees.
Expected long-term rate of return on plan assets
No assets are held in a trust for the post retirement health care plan; therefore, there is no expected long-term rate of return assumption. A pay as you go funding method is utilized under this plan. The Company contributed $0.2 million to the plan for each of 2004 and 2003. The Company expects to contribute to the plan between $0.2 million and $0.4 million each year for the next five years.
A 1% increase in the medical trend rate assumption would result in an additional $8,000 in interest cost and a $0.1 million increase in post-retirement benefit obligation. A 1% decrease in the medical trend rate assumption would result in a $7,000 decrease in interest cost and a $0.1 million decrease in post-retirement benefit obligation.
The following table sets forth the actuarial present value of postretirement medical benefit obligations and amounts recognized in the Companys financial statements:
F-34
At December 31, | ||||||||
2004 |
2003 | |||||||
(in thousands) | ||||||||
Assumptions: | ||||||||
Discount rate | 6.00 | % | 6.00 | % | ||||
Change in benefit obligation | ||||||||
Net benefit obligation at beginning of year | $ | 1,995 | $ | 2,112 | ||||
Service cost | 17 | 18 | ||||||
Interest cost | 116 | 117 | ||||||
Actuarial (gain) loss | 18 | (77 | ) | |||||
Benefits paid | (173 | ) | (175 | ) | ||||
Net benefit obligation at end of year | $ | 1,973 | $ | 1,995 | ||||
Change in plan assets | ||||||||
Assets at beginning of year | $ | -- | $ | -- | ||||
Benefits paid | (173 | ) | (175 | ) | ||||
Contributions | 173 | 175 | ||||||
Assets at end of year | $ | -- | $ | -- | ||||
Reconciliation of funded status | ||||||||
Funded status at end of year | $ | (1,973 | ) | $ | (1,995 | ) | ||
Unrecognized net actuarial (gain) loss | 62 | 43 | ||||||
Net amount recognized at end of year (recorded as | ||||||||
accrued benefit cost in the accompanying balance | ||||||||
sheet) | $ | (1,911 | ) | $ | (1,952 | ) | ||
The components of net periodic benefit costs are as follows:
For the Year Ended December 31, | |||||||||||
2004 |
2003 |
2002 | |||||||||
(in thousands) | |||||||||||
Assumptions: | |||||||||||
Discount rate | 6.0 | % | 6.0 | % | 7.0 | % | |||||
Components of net periodic benefit cost: | |||||||||||
Service cost | $ | 17 | $ | 18 | $ | 16 | |||||
Interest cost | 116 | 117 | 143 | ||||||||
Net periodic pension cost | $ | 133 | $ | 135 | $ | 159 | |||||
F-35
Sensitivity of Retiree Welfare Results:
For the Year Ended December 31, | ||||||||
(in thousands) | ||||||||
2004 |
2003 | |||||||
Effect of a one percentage point increase | ||||||||
in assumed ultimate health care cost trend | ||||||||
-- on total service and interest cost | ||||||||
components | $ | 8 | $ | 8 | ||||
-- on postretirement benefit obligation | $ | 106 | $ | 117 | ||||
Effect of a one percentage point decrease | ||||||||
in assumed ultimate health care cost trend | ||||||||
-- on total service and interest cost | ||||||||
components | $ | (7 | ) | $ | (7 | ) | ||
-- on postretirement benefit obligation | $ | (91 | ) | $ | (100 | ) | ||
Postretirement benefits include medical benefits for retirees and their dependents |
In December 2003, The Medicare Prescription Drug, Improvement and Modernization Act of 2003 was enacted. Our accumulated postretirement benefit obligation and net periodic postretirement do not reflect the effects that the requirements of this law may have on those calculations. FASB is expected to provide additional guidance for the accounting treatment related to the requirements of this statute, which could require changes to previously reported information.
The Company provides a noncontributory defined contribution retirement plan for all eligible U.S. employees. Total plan expenses charged to net income (loss) were $0.9 million, $0.8 million and $0.7 million for 2004, 2003 and 2002, respectively, which is based on a percentage of salary of qualified employees.
The Company maintains a savings plan (which qualifies under Section 401(k) of the U.S. Internal Revenue code) covering all eligible U.S. employees. Under the plan, employees may elect to contribute up to 100% of their cash compensation, subject to ERISA limitations. The Company is required to make matching cash contributions equal to 50% of the employees contribution or up to 3% of the employees compensation. Employees have the option of investing in thirteen different types of investment funds. Total plan expenses charged to operations were $0.5 million, $0.4 million and $0.4 million in 2004, 2003, and 2002, respectively.
F-36
The Company enters into derivative contracts to manage certain risks resulting from fluctuations in foreign currency exchange rates. The Company accounts for its derivative contracts in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, which the Company adopted on January 1, 2001. Accordingly, unrealized gains and losses related to the change in fair market value of derivative contracts, which qualify and are designated as cash flow hedges, are recorded as other comprehensive income or loss and such amounts are recognized into earnings as the associated contracts are settled. At December 31, 2004, 2003, and 2002, the Company had foreign exchange contracts of nil, $1.3 million and $5.7 million in U.S. dollars, respectively.
The Company occasionally enters into forward metal sales contracts to manage a portion of its cash flows against fluctuating gold prices. As of December 31, 2004, the Company had no outstanding forward sales contracts for either gold or silver. For metal delivery contracts, the realized price pursuant to the contract is recognized when physical gold or silver is delivered in satisfaction of the contract. For the years ended December 31, 2004, 2003 and 2002, Coeurs forwards program yielded losses of $(1.2) million, $(1.7) million and $(0.2) million, respectively.
The Company enters into concentrate sales contracts with third-party smelters. The contracts, in general, provide for a provisional payment based upon provisional assays and quoted metal prices and the provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates at the forward price at the time of sale. The embedded derivative, which is the final settlement price based on a future price, does not qualify for hedge accounting. These embedded derivatives are recorded as derivative assets (in Prepaid expenses and other), or derivative liabilities (in Accrued liabilities and other), on the balance sheet and are adjusted to fair value through net income (loss) each period until the date of final gold and silver settlement.
The following table summarizes the information at December 31, 2004, associated with the Companys financial and derivative financial instruments (in thousands, except per ounce amounts), except as to provisionally priced sales of concentrates which are discussed below the table:
2005 |
2006 |
2007 |
2008 |
2009 |
Total |
Fair Value 12/31/04 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||
Short and Long Term Debt | |||||||||||||||||||||||
Fixed Rate | -- | -- | -- | -- | -- | $ | 180,000 | $ | 166,776 | ||||||||||||||
Average Interest Rate | 1.250 | % | 1.250 | % | 1.250 | % | 1.250 | % | 1.250 | % |
The Fair value of the convertible debentures is determined by market transactions on or near December 31, 2004. At December 31, 2004, the Company had outstanding provisionally priced sales of $26.7 million, consisting of 2.5 million ounces of silver, 18,755 ounces of gold and 1.0 million pounds of copper, which had a fair value of approximately $26.7 million.
For the years ended December 31, 2004, 2003, and 2002, the Company realized a gain from its foreign exchange programs of nil, $0.1 million, and nil, respectively.
The credit risk exposure related to all hedging activities is limited to the unrealized gains on outstanding contracts based on current market prices. To reduce counter-party credit exposure, the Company deals only with a group of large credit-worthy financial institutions and limits credit exposure to each. In addition, to allow for situations where positions may need to be reversed the Company deals only in markets that it considers highly liquid. The Company does not anticipate non-performance by any of these counter parties.
F-37
The Company maintains a labor agreement with the United Steel Workers of America at the Coeur Silver Valley Galena mine. The agreement is effective from March 26, 2003 to March 1, 2006. The Company also maintains a labor agreement with Syndicato De Trabayadores De Compania Minera Cerro Bayo Ltd. at its Cerro Bayo mine in Chile. The agreement is effective from December 22, 2003 to December 21, 2005. As of December 31, 2004, the Company had approximately 42% of its labor forces covered by collective bargaining agreements.
The Company markets its metals products and concentrates primarily to two bullion trading banks and three third party smelters. These customers then sell the metals to end users for the use in industry application such as electronic circuitry, jewelry and silverware production and the manufacture and development of photographic film. Sales of metals to bullion trading banks amounted to approximately 48%, 41% and 60% of total metals sales in 2004, 2003 and 2002, respectively. Generally, the loss of a single bullion trading bank customer would not adversely affect the Company in view of liquidity of the product and availability of alternative trading banks.
The Company currently markets its silver and gold concentrates to third party smelters in Canada and Japan. Sales of metals concentrates to third party smelters amounted to approximately 52%, 59% and 40% of metals sales in 2004, 2003, and 2002, respectively. The loss of any one smelter customer could have a material adverse effect in the event of the possible unavailability of alternative smelters.
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Companys chief operating decision-making group is comprised of the Chief Executive Officer, Chief Financial Officer and the Chief Operating Officer.
The operating segments are managed separately because each segment represents a distinct use of company resources and contribution to Company cash flows in its respective geographic area. The Companys reportable operating segments include the Rochester, Coeur Silver Valley, Cerro Bayo, Petorca and exploration and development properties. All operating segments are engaged in the discovery and/or mining of gold and silver and generate the majority of their revenues from the sale of these precious metals. Intersegment revenues consist of precious metals sales to the Companys metals marketing division and are transferred at the market value of the respective metal on the date of transfer. The other segment includes the corporate headquarters, elimination of intersegment transactions and other items necessary to reconcile to consolidated amounts. Revenues in the other segment includes sales through a wholly owned commodity marketing subsidiary and are generated principally from interest received from the Companys cash and investments that are not allocated to the operating segments. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies above. The Company evaluates performance and allocates resources based on profit or loss before interest, income taxes, depreciation and amortization, unusual and infrequent items, and extraordinary items.
F-38
Revenues from silver sales were $93.8 million, $75.7 million and $65.4 million in 2004, 2003, and 2002, respectively. Revenues from gold sales were $47.4 million, $44.3 million and $30.6 million in 2004, 2003, and 2002, respectively.
December 31, 2004 | Rochester |
Coeur Silver Valley |
Cerro Bayo |
Exploration And Development |
Other |
Total | ||||||||||||||
Total revenues | $ | 63,011 | $ | 23,417 | $ | 44,067 | $ | (181 | ) | $ | 3,136 | $ | 133,450 | |||||||
Depreciation and amortization | 10,229 | 1,967 | 6,257 | 123 | 224 | 18,800 | ||||||||||||||
Interest income | -- | -- | 13 | -- | 3,626 | 3,639 | ||||||||||||||
Interest expense | 1 | -- | 123 | -- | 2,707 | 2,831 | ||||||||||||||
Loss on forward sales contracts | -- | -- | -- | -- | 936 | 936 | ||||||||||||||
Merger expenses | -- | -- | -- | -- | 15,675 | 15,675 | ||||||||||||||
Income tax benefit | -- | -- | -- | -- | 5,785 | 5,785 | ||||||||||||||
Net income (loss) | 26,827 | 3,145 | 9,250 | 11,917 | (11,663 | ) | 15,600 | |||||||||||||
Segment assets(A) | 75,453 | 11,400 | 34,285 | 47,796 | 5,229 | 174,163 | ||||||||||||||
Expenditures for property | 3,548 | 2,151 | 3,140 | 1,498 | 177 | 10,514 | ||||||||||||||
December 31, 2003 |
Rochester |
Coeur Silver Valley |
Cerro Bayo |
Exploration And Development |
Other |
Total | ||||||||||||||
Total revenues | $ | 44,138 | $ | 16,509 | $ | 48,423 | $ | 227 | $ | 1,244 | $ | 110,541 | ||||||||
5,421 | 1,520 | 9,400 | 100 | 186 | 16,627 | |||||||||||||||
Depreciation and amortization | ||||||||||||||||||||
Interest income | -- | -- | 3 | -- | 494 | 497 | ||||||||||||||
Interest expense | 6 | -- | 418 | -- | 12,427 | 12,851 | ||||||||||||||
Income tax (credit) expense | -- | -- | -- | -- | (7 | ) | (7 | ) | ||||||||||||
Loss on early retirement of debt | -- | -- | -- | -- | (41,564 | ) | (41,564 | ) | ||||||||||||
Profit (loss) | 5,337 | (619 | ) | 20,926 | (6,173 | ) | (12,362 | ) | 7,109 | |||||||||||
Segment assets(A) | 67,421 | 11,087 | 29,564 | 46,736 | 4,687 | 159,495 | ||||||||||||||
Expenditures for property | 12,128 | 2,362 | 4,850 | 329 | 245 | 19,914 | ||||||||||||||
December 31, 2002 |
Rochester |
Coeur Silver Valley |
Cerro Bayo |
Exploration And Development |
Other |
Total | ||||||||||||||
Total revenues | $ | 51,372 | $ | 25,003 | $ | 14,354 | $ | 3,262 | $ | 886 | $ | 94,877 | ||||||||
Depreciation and amortization | 3,905 | 3,361 | 5,880 | 142 | 223 | 13,511 | ||||||||||||||
Interest income | -- | -- | 5 | -- | 293 | 298 | ||||||||||||||
Interest expense | -- | -- | 204 | -- | 21,744 | 21,948 | ||||||||||||||
Writedown of mine property | -- | 19,046 | -- | -- | -- | 19,046 | ||||||||||||||
Loss on early retirement of debt | -- | -- | -- | -- | (19,061 | ) | (19,061 | ) | ||||||||||||
Profit (loss) | (5,452 | ) | 6,074 | 5,220 | (4,023 | ) | (9,072 | ) | (7,253 | ) | ||||||||||
Segment assets(A) | 52,529 | 8,367 | 33,046 | 45,274 | 3,707 | 142,923 | ||||||||||||||
Expenditures for property | 1,564 | 2,503 | 3,695 | 13 | 2,541 | 10,316 |
Notes: (A) Segment assets consist of receivables, inventories, property, plant and equipment, and mining properties
F-39
2004 |
2003 |
2002 | |||||||||
Net income (loss) | |||||||||||
Total net income (loss) for reportable | $ | 15,600 | $ | 7,109 | $ | (7,253 | ) | ||||
segments | |||||||||||
Depreciation and amortization | (18,800 | ) | (16,627 | ) | (13,511 | ) | |||||
Interest expense | (2,831 | ) | (12,851 | ) | (21,948 | ) | |||||
Other | (16,612 | ) | (41,564 | ) | (38,107 | ) | |||||
Loss before income taxes | $ | (22,643 | ) | $ | (63,933 | ) | $ | (80,819 | ) | ||
Assets | |||||||||||
Total assets for reportable segments | $ | 174,163 | $ | 159,495 | $ | 142,923 | |||||
Cash and cash equivalents | 273,079 | 62,417 | 9,093 | ||||||||
Short-term investments | 48,993 | 19,265 | 518 | ||||||||
Other assets | 29,542 | 18,290 | 20,957 | ||||||||
Total consolidated assets | $ | 525,777 | $ | 259,467 | $ | 173,491 | |||||
Geographic Information |
2004: | Revenues (a) |
Long-Lived Assets (1) | ||||||
United States | $ | 89,564 | $ | 60,747 | ||||
Chile | 43,885 | 16,382 | ||||||
Other Foreign Countries | 1 | 21,247 | ||||||
Total | $ | 133,450 | 98,377 | |||||
2003: | ||||||||
United States | $ | 61,764 | $ | 65,781 | ||||
Chile | 48,639 | 15,623 | ||||||
Other Foreign Countries | 138 | 22,293 | ||||||
Total | $ | 110,541 | $ | 103,697 | ||||
2002: | ||||||||
United States | $ | 77,284 | $ | 53,437 | ||||
Chile | 17,686 | 20,094 | ||||||
Other Foreign Countries | (93 | ) | 20,402 | |||||
Total | $ | 94,877 | $ | 93,933 | ||||
(1) | Includes property, plant and equipment and mineral properties. |
(a) | The segment data for the Coeur Silver Valley Galena mine and the Cerro Bayo mine has been restated to correct an error in revenue recognition which resulted in an adjustment to revenues in the amount of $382, and $420, respectively, and to segment assets in the amount of $836 and $355, respectively for the twelve months ended December 31, 2003. The segment data for the Coeur Silver Valley Galena mine and the Cerro Bayo mine has been restated to correct an error in revenue recognition which resulted in an adjustment to revenues in the amount of $455, and $(66), respectively, and to segment assets in the amount of $469 and $(66), respectively for the twelve months ended December 31, 2002. |
F-40
Federal Natural Resources Action
On March 22, 1996, an action was filed in the United States District Court for the District of Idaho by the United States against various defendants, including the Company, asserting claims under CERCLA and the Clean Water Act for alleged damages to federal natural resources in the Coeur dAlene River Basin of Northern Idaho. The damages are claimed to result from alleged releases of hazardous substances from mining activities conducted in the area since the late 1800s.
The Company and representatives of the U.S. Government, including the Environmental Protection Agency, the Department of Interior and the Department of Agriculture, reached an agreement to settle the lawsuit. The terms of settlement are set forth in a Consent Decree issued by the court. Pursuant to the terms of the Consent Decree, dated May 14, 2001, the Company has paid the U.S. Government a total of approximately $3.9 million, of which $3.3 million was paid in May 2001 and the remaining $.6 million was paid in June 2001. In addition, the Company will (i) pay the United States 50% of any future recoveries from insurance companies for claims for defense and indemnification under general liability insurance policies in excess of $0.6 million, (ii) accomplish certain cleanup work on the Mineral Point property and Caladay property, and (iii) make a conveyance to the U.S. or the State of Idaho of certain real property to possibly be used as a waste repository. Finally, commencing five years after effectiveness of the settlement, the Company will be obligated to pay net smelter return royalties on its operating properties, up to a maximum of $3 million, amounting to a 2% net smelter royalty on silver production if the price of silver exceeds $6.50 per ounce, and a $5.00 per ounce net smelter royalty on gold production if the price of gold exceeds $325 per ounce. The royalty payment obligation expires after 15 years commencing five years after May 14, 2001. The Company recorded $4.2 million of expenses, which included $3.9 million of settlement payments, in the fourth quarter of 2000 in connection with the settlement.
Private Property Damage Action
On January 7, 2002, a private class action suit captioned Baugh v. Asarco, et al., was filed in Idaho State District Court for the First District (Docket No. 2002-131) in Kootenai County, Idaho. Defendants include mining companies including the Company, and the Union Pacific Railroad Company. Plaintiffs are eight northern Idaho residents seeking medical monitoring and real property damages from the mining companies and railroad who operated in the Bunker Hill Superfund site. On July 14, 2004, the court heard argument on defendants motions for summary judgment. On September 3, 2004, judgment was entered by the court in favor of defendants and against plaintiffs, for costs, and plaintiffs second amended complaint was dismissed with prejudice. The plaintiffs filed a notice of appeal on September 30, 2004. The parties agreed, through stipulation, that costs would be waived and the appeal was dismissed by order of the Supreme Court dated December 13, 2004. This matter is therefore concluded.
States of Maine, Idaho And Colorado Superfund Sites Related to Callahan Mining Corporation
During 2001, the United States Forest Service made a formal request for information regarding the Deadwood Mine Site located in central Idaho. Callahan Mining Corporation had operated at this site during the 1940s. The Forest Service believes that some cleanup action is required at the location. However, Coeur dAlene Mines Corporation did not acquire Callahan until 1991, more than 40 years after Callahan disposed of its interest in the Deadwood property. The Company did not make any decisions with respect to generation, transport or disposal of hazardous waste at the site. Therefore, it is believed that the Company is not liable for any cleanup, and if Callahan might be liable, it has no substantial assets with which to satisfy any such liability. To date no claim has been made by the United States for any dollar amount of cleanup costs against either the Company or Callahan.
F-41
During 2002, the EPA made a formal request for information regarding a Callahan mine site in the State of Maine. Callahan operated there in the late 1960s, shut the operations down in the early 1970s and disposed of the property. The EPA contends that some cleanup action is warranted at the site, and listed it on the National Priorities List in late 2002. The Company believes that because it made no decisions with respect to generation, transport or disposal of hazardous waste at this location, it is not liable for any cleanup costs. If Callahan might have liability, it has no substantial assets with which to satisfy such liability. To date, no claim has been made for any dollar amount of cleanup costs against either the Company or Callahan.
In January 2003, the U.S. Forest Service made a formal request for information regarding a Callahan mine site in the State of Colorado known as the Akron Mine Site. Callahan operated there in approximately the late 1930s through the 1940s, and to the Companys knowledge, disposed of the property. The Company is not aware of what, if any, cleanup action the Forest Service is contemplating. However, the Company did not make decisions with respect to generation, transport or disposal of hazardous waste at this location, and therefore believes it is not liable for any cleanup costs. If Callahan might have liability, it has no substantial assets with which to satisfy such liability. To date, no claim has been made for any dollar amount of cleanup costs against either the Company or Callahan.
Suit By Credit Suisse First Boston
On December 2, 2003, suit was filed by Credit Suisse First Boston against the Company in the United States District Court for the Southern District of New York (Docket No. 03 Civ 9547). The plaintiff alleges that the Company breached a contract between the parties providing for services to be furnished by the plaintiff to the defendant. Plaintiff alleges that it is entitled to damages in the amount of $2,400,000 attributed to the breach. The Company believes it did not breach the contract and that it is not liable. However, in the course of pretrial discovery proceedings the District Judge has ordered that the Company may not amend its pleadings to assert a certain counterclaim, and that an expert whom the Company desires to utilize at the time of trial may not testify. If the District Judge maintains his stance as stated, the Company may be exposed to summary judgment against it, when its side of the case cannot be fully presented through the use of an expert witness. However, the Company believes that if a motion for summary judgment is made by the plaintiff bank, and if the motion is granted, the trial courts ruling is subject to probable reversal on appeal. Upon trial after reversal, and with the use of an expert witness, the Company believes that it is more likely than not that the court will be convinced that the banks claim for damages is not valid.
Argentina Regulatory Issues
In September 2004 the Provincial government in Argentina made a formal demand upon the Companys wholly owned subsidiary which operates the Martha Mine for royalty payment attributed to ore mined and shipped in excess of payments made before the demand. The government takes the position that insufficient royalty is being paid. The demand was in the approximate amount of $200,000. The Company paid the demand under protest and is contesting the amount through an administrative review procedure. The Provincial government may make further such demands attributed to additional ore shipped from the mine. The Company is not able to predict at this time what the position of the Provincial government will be nor the amount of dollar exposure associated with further demands, if such demands are made.
Coeur dAlene Mines Corporation learned on November 19, 2004 that its wholly owned subsidiary, Compania Minera Polimet S.A. (Polimet), the owner of the Martha mine, is being investigated by Argentine governmental agencies. Based on discussions between the Companys counsel and governmental authorities, the Company currently believes that the investigation relates to operations carried out by the predecessor owner of Polimet. In particular, the Company understands that the investigation may focus on shipments of ore from the Martha mine made by the predecessor owner of Polimet in 2001 and early 2002, and whether such shipments complied with applicable export control laws. The Company acquired the stock of Polimet in April 2002.
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At this point, neither the Company, Polimet nor any officer or director has been served with any complaint or subpoena, given any official written notice or formally charged with any offense. Consequently, the Company cannot state with certainty or specificity any allegations that may ultimately be brought against the Company, Polimet or their individual directors or officers, or what remedies may ultimately be sought or obtained against the Company. If the Company suffers any losses or damages related to operation of the Martha mine prior to the Companys ownership, the Company will pursue indemnification against the previous owner of Polimet.
The Company believes it has fully complied with Argentine law since it acquired the Martha mine. If the Company or Polimet is formally charged or notified of a pending action, the Company will cooperate fully with the Argentine government authorities to resolve the matter.
Kensington Mine Permits
On February 7, 2005, the Southeast Alaska Conservation Council (SEACC) and a group of other community and private environmental groups filed an appeal with the Regional Forester of the U.S. Forest Service in Juneau, Alaska seeking to set aside the ROD for the FSEIS for the Kensington Gold Project. The appellants allege numerous threats to the Berners Bay ecological, cultural and recreational value in violation of the Endangered Species Act, the Alaska National Interest Lands Conservation Act, the National Environmental Policy Act, the National Forest Management Act, the Clean Water Act and other laws and agency regulations. The Company objected to the appellants allegations in support of the ROD for the FSEIS issued by the U.S. Forest Service. On March 23, 2005, the U.S. Forest Service upheld the decision to approve the FSEIS. SEACC has also threatened to sue the U.S. Forest Service if relief is not obtained in the course of its administrative appeal. The Company is unable to predict what the outcome of a suit would be, if one is filed, or its impact upon the permitting process.
The following table sets forth a summary of the quarterly results of operations for the years ended December 31, 2004 and 2003:
First Quarter |
Second Quarter |
Third Quarter |
Fourth Quarter | |||||||||||
(In Thousands - Except Per Share Data) | ||||||||||||||
2004: |
||||||||||||||
Net revenues | $ | 29,003 | $ | 27,114 | $ | 31,267 | $ | 46,066 | ||||||
Net income (loss) (a) (b) | $ | (1,653 | ) | $ | (5,414 | ) | $ | (18,080 | ) | $ | 8,289 | |||
Basic net income (loss) per share | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.08 | ) | $ | 0.04 | |||
Diluted net income (loss) per share | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.08 | ) | $ | 0.03 | |||
2003: | ||||||||||||||
Net revenues (c) | $ | 28,800 | $ | 26,554 | $ | 23,962 | $ | 31,225 | ||||||
Net loss (c) (d) (e) | $ | (31,653 | ) | $ | (4,105 | ) | $ | (17,610 | ) | $ | (12,864 | ) | ||
Basic and diluted net loss per share | $ | (0.24 | ) | $ | (0.03 | ) | $ | (0.10 | ) | $ | (0.06 | ) |
(a) | Includes merger related expenses of approximately $14.9 million in the third quarter and $0.8 million in the fourth quarter of 2004. |
(b) | Includes adjustments of $4.4 million to the valuation allowance for the expected benefit of net operating loss carryforwards to be utilized in future years from the Cerro Bayo mine and $1.4 million for reversal of prior estimated tax liabilities. |
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(c) | Includes $0.5 million loss on embedded derivative for the first quarter of 2003; $0.3 million of gain on embedded derivative in the second quarter of 2003; $0.3 million of gain on embedded derivative in the third quarter of 2003; and $0.7 million of gain on embedded derivative in the fourth quarter of 2003. |
(d) | Includes loss on induced conversion of debentures of approximately $28.1 million in the first quarter of 2003, $0.1 million in the second quarter of 2003, $5.8 million in the third quarter of 2003 and $7.6 million in the fourth quarter of 2003. |
(e) | Includes loss on cumulative effect adjustment for adoption of FAS 143 Accounting for Asset Retirement Obligations of $2.3 million in the first quarter of 2003. |
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