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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
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
Commission
file no. |
1-8491 |
(Exact
name of registrant as specified in its charter)
Delaware |
|
82-0126240 |
(State
or other jurisdiction of incorporation
or organization) |
|
(I.R.S.
Employer Identification
No.) |
|
|
|
6500
N. Mineral Drive, Suite 200
Coeur
dAlene, Idaho |
|
83815-9408 |
(Address
of principal executive offices) |
|
(Zip
Code) |
|
|
|
|
|
208-769-4100 |
|
|
(Registrants
telephone number, including area
code) |
Securities
to be registered pursuant to Section 12(b) of the Act:
Title of each class |
|
|
Common
Stock, par value $0.25 per share
Preferred
Share Purchase Rights for
Series
A Junior Participating
Preferred
Stock, par value $0.25 per share
Series
B Cumulative Convertible Preferred
Stock,
par value $0.25 per share |
)
)
)
)
)
)
)
) ) |
Name
of each exchange
on
which registered
New
York Stock Exchange |
Securities
to be registered pursuant to Section 12(g) of the Act: None
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, and (2) has been subject to such filing requirements for
the past 90 days.
Yes x. No
o.
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. o
Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act).
Yes x. No
o.
The
aggregate market value of the Registrants voting Common Stock held by
nonaffiliates was $670,128,486 as of June 30, 2004. There were 118,271,587
shares of the Registrants Common Stock outstanding as of June 30, 2004, and
118,393,842 shares as of March 10, 2005.
Documents
incorporated by reference herein:
To the
extent herein specifically referenced in Part III, the information contained in
the Proxy Statement for the 2005 Annual Meeting of Shareholders of the
Registrant, which will be filed with the Commission pursuant to Regulation 14A
within 120 days of the end of the Registrants 2004 fiscal year is incorporated
herein by reference. See Part III.
TABLE
OF CONTENTS
Section |
Page
No |
|
|
Special
Note on Forward Looking Statements |
1 |
|
|
Part
I |
|
|
|
Item
1. Business and Item 2. Properties |
1 |
|
|
Products
and Segments |
4 |
Employees |
5 |
Available
Information |
6 |
Risk
Factors |
6 |
Glossary
of Certain Terms |
20 |
Operating
Properties |
23 |
La
Camorra Unit |
23 |
-La
Camorra Mine |
24 |
-Block
B |
27 |
-Custom
Milling Business |
30 |
San
Sebastian Unit |
31 |
Greens
Creek Unit |
35 |
Lucky
Friday Unit |
39 |
Exploration |
41 |
Hollister
Development Block |
42 |
Noche
Buena |
44 |
Discontinued
Properties |
44 |
Idle
Properties |
44 |
Grouse
Creek Mine |
44 |
Republic
Mine |
45 |
|
|
Item
3. Legal Proceedings |
46 |
|
|
Item
4. Submission of Matters to a Vote of Security Holders |
46 |
|
|
Part
II |
|
|
|
Item
5. Market Price of and Dividends on the Registrants Common Equity and
Related Stock - Holders Matters |
47 |
|
|
Item
6. Selected Financial Data |
50 |
|
|
Item
7. Analysis of Financial Condition and Results of
Operations |
52 |
|
|
Overview |
52 |
Results
of Operations |
56 |
2004
Compared to 2003 |
56 |
Mexico
Segment |
56 |
United
States Segment |
57 |
-Greens
Creek |
57 |
-Lucky
Friday |
57 |
Venezuelan
Segment |
58 |
Corporate
Matters |
61 |
2003
Compared to 2002 |
62 |
Mexico
Segment |
63 |
United
States Segment |
64 |
-Greens
Creek |
64 |
-Lucky
Friday |
64 |
Venezuelan
Segment |
65 |
Corporate
Matters |
65 |
Reconciliation
of Total Cash Costs (non-GAAP) to Cost of Sales and Other |
|
Direct
Production Costs (GAAP) |
67 |
Financial
Condition and Liquidity |
70 |
Contractual
Obligations and Contingent Liabilities and Commitments |
70 |
Operating
Activities |
71 |
Investing
Activities |
71 |
Financing
Activities |
72 |
Other |
72 |
Critical
Accounting Policies |
73 |
Revenue
Recognition |
73 |
Proven
& Probable Ore Reserves |
74 |
Depreciation
& Depletion |
75 |
Impairment
of Long Lived Assets |
75 |
Environmental
Matters |
75 |
Foreign
Exchange in Venezuela |
76 |
Byproduct
Credits at the San Sebastian Unit in Mexico |
77 |
Value
Added Taxes |
77 |
New
Accounting Pronouncements |
78 |
Forward
Looking Statements |
80 |
|
|
Item7A.Quantitative
and Qualitative Disclosures About Market Risk |
81 |
Interest
Rate Risk Management |
81 |
Commodity
Price Risk Management |
81 |
|
|
Item
8. Financial Statements and Supplemental Data |
83 |
|
|
Item
9. Changes in Disagreements with Accountants on Accounting and Financial
Disclosures |
83 |
|
|
Item
9A. Controls and Procedures |
83 |
Managements
Report on Internal Controls over Financial Reporting |
85 |
Report
of Independent Registered Public Accounting Firm |
86 |
|
|
Item
9B. Other Information |
88 |
|
|
Part
III |
|
|
|
Item
10. Directors and Executive Officers of the Registrant |
89 |
|
|
Item
11. Executive Compensation |
92 |
|
|
Item
12. Security Ownership of Certain Beneficial Owners and
Management |
92 |
|
|
Item
13. Certain Relationships and Related Transactions |
93 |
|
|
Item
14. Principal Accounting Fees and Services |
93 |
|
|
Part
IV |
|
|
|
Item
15. Exhibit Financial Statement Schedules and Reports on Form
8K |
94 |
|
|
Signatures |
95 |
|
|
Index
to Consolidated Financial Statements |
F-1 |
|
|
Exhibit
Index |
F-55 |
Special
Note on Forward-Looking Statements
Certain
statements contained in this report (including information incorporated by
reference) are intended to be covered by the safe harbor provided for under
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Our forward-looking statements
include our current expectations and projections about future results,
performance, prospects and opportunities. We have tried to identify these
forward-looking statements by using words such as may, will, expect,
anticipate, believe, intend, plan, estimate and similar expressions.
These forward-looking statements are based on information currently available to
us and are expressed in good faith and believed to have a reasonable basis.
However, our forward-looking statements are subject to a number of risks,
uncertainties and other factors that could cause our actual results,
performance, prospects or opportunities to differ materially from those
expressed in, or implied by, these forward-looking statements.
Projections
included in this Form 10-K have been prepared based on internal budgets and
assumptions, which we believe to be reasonable, but not in accordance with GAAP
or any guidelines of the Securities and Exchange Commission. Actual results will
vary, perhaps materially, and we undertake no obligation to update the
projections at any future date. You are strongly cautioned not to place undue
reliance on such projections.
These
risks, uncertainties and other factors include, but are not limited to, those
set forth under Item 1 - Business - Risk Factors. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on our
forward-looking statements. All subsequent written and oral forward-looking
statements attributable to Hecla Mining Company or to persons acting on our
behalf are expressly qualified in their entirety by these cautionary statements.
Except as required by federal securities laws, we do not intend to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Part
I
Item
1. Business
and Item 2. Properties
Introduction
Hecla
Mining Company is a precious metals company originally incorporated in 1891 (in
this report, we or our or us refers to Hecla Mining Company and/or our
affiliates and subsidiaries). We are engaged in the exploration, development,
mining and processing of silver, gold, lead and zinc, and own or have interests
in a number of precious and nonferrous metals properties. Our business is to
discover, acquire, develop, produce and market mineral resources. In doing so,
we intend to:
· Manage
all our business activities in a safe, environmentally responsible and
cost-effective manner;
· Give
preference to projects where we will be the manager of the
operation;
· Provide a
work environment that promotes personal excellence and growth for all our
employees; and
· Conduct
our business with integrity and honesty.
Our
strategy for growth is to focus our efforts and resources on expanding our
precious metals reserves through exploration efforts, primarily on properties we
currently own and through future acquisitions.
We are
organized and managed in three segments, which represent the geographical areas
in which we operate: Venezuela (the La Camorra unit and various exploration
projects), Mexico (the San Sebastian unit and various exploration projects) and
the United States (the Greens Creek unit, the Lucky Friday unit, and various
exploration projects). The maps
show the locations of our operating units and our exploration projects, the
Hollister Development Block, the Noche Buena property and Block B concessions,
which includes our Mina Isidora development project.
For the
year ended December 31, 2004, we reported a net loss of approximately
$6.1 million, compared to a net loss of approximately $6.0 million in
2003. Although the net losses for 2004 and 2003 were similar, 2004 was
positively impacted by improved metals prices and lower accruals for future
environmental and reclamation expenditures offset by decreased production and
higher exploration and pre-development costs.
For the
years ended December 31, 2004, 2003 and 2002, we recorded losses applicable to
common shareholders of approximately $17.7 million ($0.15 per common share),
$18.2 million ($0.16 per common share) and $14.6 million ($0.18 per common
share), respectively. Included in the losses were preferred stock dividends of
$11.6 million, $12.2 million and $23.3 million, respectively, which included
non-cash charges of approximately $10.9 million, $9.6 million and $17.6 million,
respectively, related to exchanges of preferred stock for common stock. Since
the dividends are cumulative, they are reflected in our losses applicable to
common shareholders. We did not declare or pay any cash dividends on our
preferred stock from July 2000 through October 2004. Our board of directors
approved the payment of dividends for the fourth quarter of 2004, which were
paid on January 3, 2005, and for the first quarter of 2005, which will be paid
on April 1, 2005, although, historical undeclared and unpaid dividends were not
paid. However, there can be no assurance that either historical or future
dividends will be paid in the future.
A
comprehensive discussion of losses applicable to common shareholders for the
years ended December 31, 2004, 2003 and 2002, individual operating unit
performances, general corporate expenses and other significant items can be
found in Item 7 - Managements Discussion and Analysis of Consolidated Financial
Condition and Results of Operations, as well as the Consolidated Financial
Statements and Notes thereto.
The table
below summarizes our production and average cash operating cost, average total
cash cost and average total production cost per ounce for silver and gold, as
well as average metals prices for each year ended December 31:
|
|
Year |
|
|
|
2004 |
|
2003 |
|
2002 |
|
Silver
(ounces) |
|
|
6,960,580 |
|
|
9,817,324 |
|
|
8,681,293 |
|
Gold
(ounces) |
|
|
189,860 |
|
|
204,091 |
|
|
239,633 |
|
Lead
(tons) |
|
|
19,558 |
|
|
21,224 |
|
|
18,291 |
|
Zinc
(tons) |
|
|
25,644 |
|
|
25,341 |
|
|
26,134 |
|
|
|
|
|
|
|
|
|
|
|
|
Average
cost per ounce of silver produced: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
operating cost (1,2) |
|
$ |
1.87 |
|
$ |
1.31 |
|
$ |
2.16 |
|
Total
cash cost (1,2) |
|
$ |
2.02 |
|
$ |
1.43 |
|
$ |
2.25 |
|
Total
production cost (1,2) |
|
$ |
3.57 |
|
$ |
2.70 |
|
$ |
3.68 |
|
|
|
|
|
|
|
|
|
|
|
|
Average
cost per ounce of gold produced: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
operating cost (2) |
|
$ |
176 |
|
$ |
154 |
|
$ |
137 |
|
Total
cash cost (2) |
|
$ |
180 |
|
$ |
154 |
|
$ |
137 |
|
Total
production cost (2) |
|
$ |
271 |
|
$ |
222 |
|
$ |
206 |
|
|
|
|
|
|
|
|
|
|
|
|
Average
metals prices: |
|
|
|
|
|
|
|
|
|
|
Silver
- Handy & Harman ($/oz.) |
|
$ |
6.69 |
|
$ |
4.91 |
|
$ |
4.63 |
|
Gold
- Realized ($/oz.) |
|
$ |
379 |
|
$ |
339 |
|
$ |
303 |
|
Gold
- London Final ($/oz.) |
|
$ |
409 |
|
$ |
364 |
|
$ |
310 |
|
Lead
- LME Cash ($/pound) |
|
$ |
0.402 |
|
$ |
0.233 |
|
$ |
0.205 |
|
Zinc
- LME Cash ($/pound) |
|
$ |
0.475 |
|
$ |
0.375 |
|
$ |
0.353 |
|
(1) |
Includes
by-product credits from gold, lead and zinc production and are calculated
pursuant to standards of the Gold Institute.
|
(2) |
Cash
costs per ounce of silver or gold represent measurements that management
uses to monitor and evaluate the performance of its mining operations,
which are not in accordance with GAAP. We believe cash costs per ounce of
silver or gold produced provide an indicator of cash flow generation at
each location and on a consolidated basis, as well as providing a
meaningful basis to compare our results to those of other mining companies
and other mining operating properties. A reconciliation of this non-GAAP
measure to cost of sales and other direct production costs, the most
comparable GAAP measure, can be found in Item 7 - Managements Discussion
and Analysis of Consolidated Financial Condition and Results of
Operations, under Reconciliation of Total Cash Costs to Costs of Sales and
Other Direct Production Costs. |
Products
and Segments
We
produce both metal concentrates, which we sell to custom smelters on contract,
and unrefined gold and silver bullion bars (doré), which are further refined
before sale to metals traders. Our revenue is derived from the sale of silver,
gold, lead and zinc and, as a result, our earnings are directly related to the
prices of these metals. Silver, gold, lead and zinc prices fluctuate widely and
are affected by numerous factors beyond our control. During 2004, we have seen
the prices of the metals we produce continue to rise over those within the last
few years.
We are
organized and managed primarily on the basis of our principal operating units,
which differ primarily by geographic region in which they operate and by
principal product produced by each operating unit. Our principal producing
operating units during 2004 included:
|
· |
the
San Sebastian unit, located in the State of Durango, Mexico, which is 100%
owned by us through our wholly owned subsidiary, Minera Hecla, S.A. de
C.V. The San Sebastian mine is 56 miles northeast of the city of Durango
on concessions acquired in 1999. During 2004, San Sebastian contributed
$30.2 million, or 23.1%, to our consolidated sales.
Although a strike at the mill which processes the ore mined as San
Sebastian has halted such processing since October 2004, the mine is
operating and ore is being stockpiled for future processing. The current
mine plan estimates that mining will cease near the middle of
2005. |
|
· |
the
La Camorra unit, located in the eastern Venezuelan State of Bolivar, has
been 100% owned by us through our wholly owned subsidiary, Minera Hecla
Venezolana, C.A., since June 1999. During 2004, La Camorra contributed
$47.9 million, or 36.6%, to our consolidated
sales; |
|
· |
the
Greens Creek unit, a 29.73% owned joint-venture arrangement with Kennecott
Greens Creek Mining Company, the manager of Greens Creek, and Kennecott
Juneau Mining Company, both wholly owned subsidiaries of Kennecott
Minerals. Greens Creek is located on Admiralty Island, near Juneau,
Alaska, and has been in production since 1989, with a temporary shutdown
from April 1993 through July 1996. During 2004, Greens Creek contributed
$34.2 million, or 26.1%, to our consolidated sales;
and |
|
· |
the
Lucky Friday unit located in northern Idaho. Lucky Friday is 100% owned
and has been a producing mine for us since 1958. During 2004, Lucky Friday
contributed $18.5 million, or 14.2%, to our consolidated
sales. |
The La
Camorra unit is our sole designated gold operating property. Production from the
San Sebastian unit, the Greens Creek unit and the Lucky Friday unit are
considered to be silver operating properties. The percentage of sales
contributed by our operating properties is reflected in the following table:
|
|
Year |
|
|
|
2004 |
|
2003 |
|
2002 |
|
Silver |
|
|
63.4 |
% |
|
65.9 |
% |
|
53.4 |
% |
Gold |
|
|
36.6 |
% |
|
33.7 |
% |
|
46.6 |
% |
Other |
|
|
-- |
|
|
0.4 |
% |
|
-- |
|
|
|
|
|
|
|
|
|
|
|
|
For GAAP
purposes and in accordance with SFAS 131 Disclosures About Segments of an
Enterprise and Related Information, we are organized into three segments:
Venezuela (the La Camorra unit and various exploration projects), Mexico (the
San Sebastian unit and various exploration projects) and the United States (the
Greens Creek unit and the Lucky Friday unit and various exploration projects) as
of December 31, 2004. Prior to 2003, we were organized into the silver segment,
the gold segment and industrial minerals segment. The majority of the industrial
minerals segment was sold during 2001 and reported as a discontinued operation.
In 2003, we changed our reportable segments to better reflect the economic and
geographic characteristics of our operating properties, and to better reflect
the manner in which we manage our business. The percentage of sales contributed
by each segment is reflected in the following table:
|
|
Year |
|
Segment |
|
2004 |
|
2003 |
|
2002 |
|
United
States |
|
|
40.3 |
% |
|
35.9 |
% |
|
31.1 |
% |
Venezuela |
|
|
36.6 |
% |
|
33.7 |
% |
|
46.6 |
% |
Mexico |
|
|
23.1 |
% |
|
30.0 |
% |
|
22.3 |
% |
Other |
|
|
-- |
|
|
0.4 |
% |
|
-- |
|
For
further information with respect to our business segments, our domestic and
export sales and our customers, refer to Notes 12 and 17 of Notes to
Consolidated Financial Statements.
Employees
As of
December 31, 2004, we employed 1,417 people, including people employed by our
subsidiaries. We believe our relations with our employees are generally good,
however, our employees at the Velardeña mill went on strike in October 2004, as
discussed under the San Sebastian unit above.
Available
Information
Hecla
Mining Company is a Delaware corporation, with our principal executive offices
located at 6500 N. Mineral Drive, Suite 200, Coeur dAlene, Idaho 83815-9408.
Our telephone number is (208) 769-4100. Our web site address is www.hecla-mining.com. Copies
of our annual, quarterly and recent reports and amendments to these reports are
available on our website free of charge. Charters of our audit, compensation and
corporate governance and directors nominating committees, as well as our Code
of Business Conduct and Ethics for Directors, Officers and Employees, are also
available on the website free of charge. We will provide copies of these
materials to shareholders upon request using the above-listed contact
information, directed to the attention of Ms. Jeanne DuPont.
We have
included the CEO and CFO certifications regarding our public disclosure required
by Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31-1 and 31.2 to
this report. Additionally, we filed with the New York Stock Exchange (NYSE)
the CEOs certification regarding our compliance with the NYSEs Corporate
Governance Listing Standards (Listing Standards) pursuant to Section 303A. 12(a)
of the Listing Standards, which certification was dated June 2, 2004, and
indicated that the CEO was not aware of any violations of the Listing Standards
by the Company.
Risk
Factors
The
following risks and uncertainties, together with the other information set forth
in this Form 10-K, should be carefully considered by current and future
investors in our securities. Any of the following risks could materially
adversely affect our business, financial condition or operating results and
could negatively impact the value of our common and/or preferred stock.
Although
we had gross profit in 2004, 2003 and 2002, and net income in 2002, we had a net
loss in each of 2004 and 2003 and there can be no assurance that our operations
will be profitable in the future.
For the
years ended December 31, 2004, 2003 and 2002, we reported gross profits of $37.4
million, $35.0 million and $23.7 million, respectively, primarily due to
increased production of silver and gold and higher metals prices. In 2004 and
2003, we reported net losses of $6.1 million and $6.0 million, respectively,
primarily due to non-cash provisions for future environmental and reclamation
costs ($9.2 million and $23.1 million, respectively) and increases in
exploration ($6.4 million and $4.4 million, respectively) and increased
pre-development expenditures ($2.8 million and $0.7 million, respectively). In
2002, we reported net income of $8.6 million.
Many of
the factors affecting our operating results are beyond our control, including
gold, silver, zinc and lead prices, expectations with respect to the rate of
inflation, the relative strength of the United States dollar and certain other
currencies, interest rates, global or regional political or economic policies,
developments, and crises, global or regional demand, governmental regulations,
smelter operations and costs, continuity of orebodies, speculation and sales by
central banks and other holders and producers of gold and silver in response to
these factors. We cannot foresee whether our operations will continue to
generate sufficient revenue in order for us to generate net cash provided from
operating activities. While silver and gold prices have improved during the last
three years and the prices of lead and zinc have improved during the last two
years, there can be no assurance such prices will continue at or above current
levels.
We
are currently involved in ongoing litigation that may adversely affect
us.
There are
several ongoing lawsuits in which we are involved. If any of these cases result
in a substantial monetary judgment against us, is settled on unfavorable terms,
or impacts our future operations, our results of operations, financial condition
and cash flows could be materially adversely affected. For example, we may
ultimately incur environmental remediation costs substantially in excess of the
amounts we have accrued and the plaintiffs in environmental proceedings may be
awarded substantial damages (which costs and damages we may not be able to
recover from our insurers). See Note 8 of Notes to Consolidated Financial
Statements for a description of our more significant litigation.
Our
earnings may be affected by metals price volatility.
The
majority of our revenue is derived from the sale of silver, gold, lead and zinc
and, as a result, our earnings are directly related to the prices of these
metals. Silver, gold, lead and zinc prices fluctuate widely and are affected by
numerous factors including expectations for inflation; speculative activities;
relative exchange rates of the U.S. dollar; global and regional demand and
production; political and economic conditions; and production costs in major
producing regions. Our earnings are also affected by contract terms we
established at inception of the contract with custom smelters to which we sell
our product concentrates.
These
factors are beyond our control and are impossible for us to predict. If the
market prices for these metals fall below our cash and development costs to
produce them for a sustained period of time, we will experience losses and may
have to discontinue development or mining at one or more of our properties. In
addition, if prices fall below our total costs, we may face asset
write-downs.
In the
past, we have used limited hedging techniques to reduce our exposure to price
volatility, but we may not be able to do so in the future. See Our
hedging activities could expose us to losses.
The
following table sets forth the average daily closing prices of the following
metals for 1985, 1990, 1995, 2000 and each year thereafter through
2004.
|
|
1985 |
|
1990 |
|
1995 |
|
2000 |
|
2001 |
|
2002 |
|
2003 |
|
2004 |
|
|
|
$ |
6.14 |
|
$ |
4.82 |
|
$ |
5.19 |
|
$ |
5.00 |
|
$ |
4.36 |
|
$ |
4.63 |
|
$ |
4.91 |
|
$ |
6.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
317.26 |
|
|
383.46 |
|
|
384.16 |
|
|
279.03 |
|
|
272.00 |
|
|
309.97 |
|
|
363.51 |
|
|
409.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.18 |
|
|
0.37 |
|
|
0.29 |
|
|
0.21 |
|
|
0.22 |
|
|
0.21 |
|
|
0.23 |
|
|
0.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.36 |
|
|
0.69 |
|
|
0.47 |
|
|
0.51 |
|
|
0.40 |
|
|
0.35 |
|
|
0.38 |
|
|
0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
London
Metals Exchange -- Cash |
(4) |
London
Metals Exchange -- Special High Grade -
Cash |
On March
11, 2005, the closing prices for silver, gold, lead and zinc were $7.42 per
ounce, $443.70 per ounce, $0.46 per pound and $0.64 per pound,
respectively.
Our
operations may be adversely affected by risks and hazards associated with the
mining industry.
Our
business is subject to a number of risks and hazards including:
· environmental
hazards;
· political
and country risks;
· civil
unrest or terrorism;
· industrial
accidents;
· labor
disputes;
· unusual
or unexpected geologic formations;
· cave-ins;
· explosive
rock failures; and
· flooding
and periodic interruptions due to inclement or hazardous weather
conditions.
Such
risks could result in:
· damage to
or destruction of mineral properties or producing facilities;
· personal
injury or fatalities;
· environmental
damage;
· delays in
mining;
· monetary
losses; and
· legal
liability.
For some
of these risks, we maintain insurance to protect against these losses at levels
consistent with our historical experience and industry practice. However, we may
not be able to maintain this insurance, particularly if there is a significant
increase in the cost of premiums. Insurance against environmental risks is
generally either unavailable or too expensive for us and other companies in our
industry, and, therefore, we do not maintain environmental insurance. To the
extent we are subject to environmental liabilities, we would have to pay for
these liabilities. Moreover, in the event that we are unable to fully pay for
the cost of remedying an environmental problem, we might be required to suspend
operations or enter into other interim compliance measures.
Our
foreign operations, including our operations in Venezuela and Mexico, are
subject to additional inherent risks.
We
currently conduct significant mining operations and exploration projects in
Venezuela and Mexico. We anticipate that we will continue to conduct significant
operations in these and possibly other international locations in the future.
Because we conduct operations internationally, we are subject to political and
economic risks such as:
|
· |
the
effects of local political, labor and economic developments and
unrest; |
|
· |
significant
or abrupt changes in the applicable regulatory or legal
climate; |
|
· |
exchange
controls and export or sale
restrictions; |
|
· |
currency
fluctuations and repatriation
restrictions; |
|
· |
invalidation
of governmental orders, permits, or
agreements; |
|
· |
corruption,
demands for improper payments, expropriation, and uncertain legal
enforcement and physical security; |
|
· |
fuel
or other shortages; |
|
· |
taxation
and laws or policies of foreign countries and the United States affecting
trade, investment and taxation; and |
|
· |
civil
disturbances, war, and terrorist
actions. |
Consequently,
our exploration, development and production activities outside of the United
States may be substantially affected by factors beyond our control, any of which
could materially adversely affect our financial position or results of
operations.
We have
recorded value added taxes paid in Venezuela and Mexico as recoverable assets
because under local laws, the taxes paid are recoverable for exporters. At
December 31, 2004, value added tax receivables totaled $7.4 million in
Venezuela (net of a reserve for anticipated discounts totaling $1.9 million) and
$2.2 million in Mexico. Management periodically evaluates the recoverability of
these receivables and establishes a reserve for uncollectibility, if warranted.
It is possible we will not recover the full amount owed to us by the Venezuelan
and Mexican tax authorities.
In
February 2005, Venezuelas Basic Industries Minister announced that Venezuela
will review all foreign investments in non-oil basic industries, including gold
projects, to maximize technological and developmental benefits and align
investments with the current administrations social agenda. He indicated
Venezuela is seeking transfers of new technology, technical training and
assistance, job growth, greater national content, and creation of local
downstream industries and that the transformation would require a fundamental
change in economic relations with major multinational companies.
In
February 2004, the Venezuelan National Guard impounded a shipment of
approximately 5,000 ounces of gold doré produced from the La Camorra unit, which
is owned and operated by our wholly owned subsidiary, Minera Hecla Venezolana,
C.A. (MHV). The impoundment was allegedly made due to irregularities in
documentation that accompanied the shipment. The shipment was stored at the
Central Bank of Venezuela. In March 2004, we filed with the Superior Tax Court
in Bolivar City, State of Bolivar an injunction action against the National
Guard to release the impounded gold doré. In April 2004, that Court granted our
request for an injunction, but conditioned release of the gold pending
resolution of an unrelated matter (described in the next paragraph) involving
the Venezuelan tax authority (SENIAT) that was proceeding in the Superior Tax
Court in Caracas. In June 2004, the Superior Tax Court in Caracas ordered return
of the impounded gold to Hecla. Although we encountered difficulties, delays,
and costs in enforcing such order, the impounded gold was returned in July 2004
and was shipped to our refiner for further processing and sale by us. All
subsequent shipments of gold doré have been exported without intervention by
Venezuelan government authorities, but there can be no assurance that such
impoundments may not occur in the future or, that, if such were to occur, they
would be resolved in a similar manner or time frame or upon acceptable
conditions or costs.
MHV is
also involved in litigation in Venezuela with SENIAT concerning alleged unpaid
tax liabilities that predate our purchase of La Camorra from Monarch Resources
(Monarch) in 1999. Pursuant to our Purchase Agreement, Monarch has assumed
defense of and responsibility for a pending tax case in the Superior Tax Court
in Caracas. In April 2004, SENIAT filed with the Superior Tax Court in Bolivar
City, State of Bolivar an embargo action against all of MHVs assets in
Venezuela to secure the alleged unpaid tax liabilities. In order to prevent the
embargo, in April 2004, MHV made a cash deposit with the Court of approximately
$4.3 million. In June 2004, the Superior Tax Court in Caracas ordered suspension
and revocation of the embargo action filed by the SENIAT. Although we believe
the cash deposit will continue to prevent any further action by SENIAT with
respect to the embargo, there can be no assurance as to the outcome of this
proceeding. If the Tax Court in Caracas or an appellate court were to
subsequently award SENIAT its entire requested embargo, it could disrupt our
operations in Venezuela and have a material adverse effect on our financial
condition.
In 2004, we were notified by the SENIAT that they had completed their audit of
our Venezuelan tax returns for the years ended December 31, 2000 and December 31,
2001. We believe the SENIAT has finalized its review of the tax returns for these
years, although there can be no assurance that they or other Venezuelan government
officials will not reassess claims or assert other adjustments for those tax years,
whether or not justified.
In
February 2005, we were notified by the SENIAT, that they had completed their
audit of our Venezuelan tax returns for the years ended December 31, 2002
and 2003. In the notice, the SENIAT has alleged certain expenses are not
deductible for income tax purposes and that calculations of tax deductions based
upon inflationary adjustments were overstated, and has issued an assessment that
is equal to taxes payable of $3.8 million. We have initiated a review of the
SENIATs findings, and believe the SENIATs assessments are inappropriate, and
we expect to vigorously defend our position. Any resolution could involve
significant delay, legal proceedings, and related costs and uncertainty. We have
not accrued any amounts associated with the tax audits as of December 31,
2004. There can be no assurance that we will be successful in defending
ourselves against the tax assessment, that there will not be additional
assessments in the future or that SENIAT or other governmental agencies or
officials may not take other actions against us, whether or not justified, that
could disrupt our operations in Venezuela and have a material adverse effect on
our financial condition.
Venezuela
experienced political unrest that resulted in a severe economic downturn in the
third quarter of 2002, followed by a contested presidential recall in 2004. The
Venezuelan government has fixed the exchange rate of their currency to the U.S.
dollar at 1,920 bolivares to $1, which is the exchange rate we utilized in 2004
to translate the financial statements of our Venezuelan subsidiary included in
our consolidated financial statements. The Venezuelan government announced the
exchange rate of their currency to the U.S. dollar changed from its current rate
to 2,150 bolivares to $1 on March 3, 2005.
In
February 2005, the Venezuelan government announced new regulations concerning
the export of goods and services from Venezuela, which will require, effective
April 1, 2005, all goods and services to be invoiced in the currency of the
country of destination or in U.S. dollars. In 2004, we recognized approximately
$7.9 million in reductions to cost of sales related to our ability to export
production in bolivares. We are currently evaluating the impact of these new
regulations, however, we may no longer be able to export our production in
bolivares, which could result in an increase in our costs. In addition, the new
regulations may impact our cash flows, our profitability of operations, and our
production in Venezuela. There can be no assurance that further developments or
interpretations of these regulations are limited to the impact we have described
herein.
The
Central Bank of Venezuela maintains regulations concerning the export of gold
from Venezuela. Under current regulations, 15% of our gold production from
Venezuela is required to be sold in Venezuela. Prior to our acquisition of the
La Camorra mine, the previous owners had sold substantially all of the gold
production to the Central Bank of Venezuela and built up a significant credit to
cover the 15% requirement, which we assumed upon our acquisition. Since we began
operating in Venezuela in 1999, all our production of gold has been exported and
no sales have been made in the Venezuelan market. We currently expect that our
credit for national sales will be exhausted in the middle of 2005, and we may be
required to sell 15% of our future gold production to either the Central Bank of
Venezuela or to other customers within Venezuela. Markets within Venezuela are
limited, and historically the Central Bank of Venezuela has been the primary
customer of gold. There can be no assurance that the Central Bank of Venezuela
will purchase gold from us, and we may be required to sell gold into a limited
market, which could result in lower sales and cash flows from gold as a result
of discounts, or we may have to inventory a portion of our gold production until
such time we find a suitable purchaser for our gold. These matters could have a
material adverse effect on our financial results.
Because
of the exchange controls in place and their impact on local suppliers, some
supplies, equipment parts and other items we previously purchased in Venezuela
have been ordered from outside the country. Increased lead times in receiving
orders from outside Venezuela have continued to require an increase in supply
inventory, as well as prepayments to vendors, as of December 31, 2004,
compared to December 31, 2003.
In
addition, our operations may also be affected by the presence of small and/or
illegal miners who attempt to operate on the fringes of major mining operations.
Although we, in conjunction with local authorities and/or the Venezuelan
National Guard, employ strategies to control the presence and/or impact of such
miners, including commencing a custom milling program in 2004 for small mining
cooperatives working in the area of Mina Isidora, there can be no assurance that
such miners will not adversely affect our operations or that the local
authorities and/or the Venezuelan National Guard will continue to assist our
efforts to control their impact.
Although
we believe we will be able to manage and operate the La Camorra unit and related
exploration projects successfully, due to the continued uncertainty relating to
political, regulatory, legal enforcement, security and economic matters,
exportation and exchange controls, and the effect of all of these on our
operations including, among other things, changes in policy or demands of
governmental agencies or their officials, litigation, labor stoppages and the
impact on our supplies of oil, gas and other supplies, there can be no assurance
we will be able to operate without interruptions to our operations. Management
is actively monitoring exchange controls in Venezuela, although there can be no
assurance that the exchange controls will not further affect our operations in
Venezuela in the future (for additional information, see Note 1B of Notes to
Consolidated Financial Statements).
The
volatility of metals prices may adversely affect our development and exploration
efforts.
Our
ability to produce silver and gold in the future is dependent upon our
exploration success and our ability to develop new ore reserves. If prices for
these metals decline, it may not be economically feasible for us to continue
exploration or development on a project.
Our
development of new orebodies and other capital costs may cost more and provide
less return than we estimated.
Our
ability to sustain or increase our current level of production of metals partly
depends on our ability to develop new orebodies and/or expand existing mining
operations. Before we can begin a development project, we must first determine
whether it is economically feasible to do so. This determination is based on
estimates of several factors, including:
· reserves;
· expected
recovery rates of metals from the ore;
· facility
and equipment costs;
· exploration
and drilling success;
· capital
and operating costs of a development project;
· future
metals prices;
· currency
exchange and repatriation risks;
· tax
rates;
· inflation
rates;
·
political
risks and regulatory climate in the foreign countries in which we operate;
and
· availability
of credit.
Development
projects may not have an operating history upon which to base these estimates,
and these estimates are based in large part on our interpretation of geological
data, a limited number of drill holes and other sampling techniques. As a
result, actual cash operating costs and returns from a development project may
differ substantially from our estimates as a result of which it may not be
economically feasible to continue with a development project.
We have
capitalized development projects that may cost more and provide less return than
we estimated, including the Lucky Friday unit expansion, development of Mina
Isidora and our shaft project at the La Camorra mine in Venezuela.
Our
ore reserve estimates may be imprecise.
Our ore
reserve figures and costs are primarily estimates and are not guarantees that we
will recover the indicated quantities of these metals. Investors are strongly
cautioned not to place undue reliance on estimates of reserves. Reserves are
estimates made by our technical personnel and no assurance can be given that the
estimated amount of metal or the indicated level of recovery of these metals
will be realized. Reserve estimation is an interpretive process based upon
available data and various assumptions. Our reserve estimates, particularly
those for properties that have not yet started producing, may change based on
actual production experience. Further, reserves are valued based on estimates of
costs and metals prices. The economic value of ore reserves may be adversely
affected by:
· declines
in the market price of the various metals we mine;
· increased
production or capital costs;
· reduction
in the grade or tonnage of the deposit;
· increase
in the dilution of the ore; or
· reduced
recovery rates.
Short-term
operating factors relating to our ore reserves, such as the need to sequentially
develop orebodies and the processing of new or different ore grades, may
adversely affect our cash flow. We may use forward sales contracts and other
hedging techniques to partially offset the effects of a drop in the market
prices of the metals we mine. However, if the prices of metals that we produce
decline substantially below the levels used to calculate reserves for an
extended period, we could experience:
· delays in
new project development;
· net
losses;
· reduced
cash flow;
· reductions
in reserves; and
· possible
write-down of asset values.
Our
mineral exploration efforts may not be successful.
We must
continually replace ore reserves depleted by production or eliminated by
recalculation of reserves. Our ability to expand or replace ore reserves depends
on the success of our exploration program. Mineral exploration, particularly for
silver and gold, is highly speculative. It involves many risks and is often
nonproductive. Even if we believe we have found a valuable mineral deposit, it
may be several years before production is possible. During that time, it may
become no longer feasible to produce those minerals for economic, regulatory,
political, or other reasons. Establishing ore reserves requires us to make
substantial capital expenditures and, in the case of new properties, to
construct mining and processing facilities. As a result of these costs and
uncertainties, we may not be able to expand or replace our existing ore reserves
as they are depleted by current production or eliminated by recalculation of
reserves.
Our
joint development and operating arrangements may not be
successful.
We often
enter into joint venture arrangements in order to share the risks and costs of
developing and operating properties. For instance, our Greens Creek unit is
operated through a joint-venture arrangement. In a typical joint-venture
arrangement, we own a percentage of the assets in the joint-venture. Under the
agreement governing the joint-venture relationship, each party is entitled to
indemnification from each other party and is only liable for the liabilities of
the joint-venture in proportion to its interest in the joint-venture. However,
if a party fails to perform its obligations under the joint-venture agreement,
we could incur losses in excess of our pro-rata share of the joint-venture. In
the event any party so defaults, the joint-venture agreement provides certain
rights and remedies to the remaining participants, including the right to sell
the defaulting partys interest and use the proceeds to satisfy the defaulting
partys obligations. We currently believe that our joint-venture partners will
meet their obligations.
We
face strong competition from other mining companies for the acquisition of new
properties.
Mines
have limited lives and as a result, we continually seek to replace and expand
our reserves through the acquisition of new properties. In addition, there is a
limited supply of desirable mineral lands available in the United States and
other areas where we would consider conducting exploration and/or production
activities. Because we face strong competition for new properties from other
mining companies, some of which have greater financial resources than we do, we
may be unable to acquire attractive new mining properties on terms that we
consider acceptable.
The
titles to some of our properties may be defective.
Unpatented
mining claims constitute a significant portion of our undeveloped property
holdings. The validity of these unpatented mining claims is often uncertain and
may be contested. In accordance with mining industry practice, we do not
generally obtain title opinions until we decide to develop a property.
Therefore, while we have attempted to acquire satisfactory title to our
undeveloped properties, some titles may be defective. See Note 8 of Notes to
Consolidated Financial Statements.
Our
ability to market our metals production may be affected by disruptions or
closures of custom smelters and/or refining
facilities.
We sell
substantially all of our metallic concentrates to custom smelters, with our doré
bars sent to refiners for further processing before being sold to metal traders.
Due to the availability of alternative refiners able to supply the necessary
services, we do not believe that the loss of any of our refiners would have an
adverse effect on our business. However, if our ability to sell concentrates to
our contracted smelters becomes unavailable to us, it is possible our operations
could be adversely affected.
Britannia
Zinc historically had been the largest custom smelter of Greens Creek bulk
concentrate. During 2003, we were informed that our contract with Britannia Zinc
would not be renewed and as a result, we began to sell our bulk concentrates to
two customers, Glencore and Mitsui. In September 2003, we were informed that
Glencores Porto Vesme Smelter would be shut down for a twelve-month period due
to contractual power problems with the Italian government. This situation
continued through 2004 and is expected to continue for the foreseeable future,
although in 2004, the joint venture partners were successful in placing
concentrates with new customers, as well as reducing the production of bulk
concentrate. While this effort has been successful in mitigating the impact of
this situation, it is possible our Greens Creek operations and our financial
results could be affected adversely in the future.
Our
operations are subject to currency fluctuations.
Because
our products are sold in world markets in United States dollars, currency
fluctuations may affect cash flow we realize from our operations. Exchange
controls could require us to sell our products in a currency other than United
States dollars, or may require us to convert United States dollars into foreign
currency. Foreign exchange fluctuations may materially adversely affect our
financial performance and results of operations. In addition, in order to
operate in Venezuela, we purchase Venezuelan bolivares. As the availability of
foreign exchange brokers that trade Venezuelan currency is limited, we may
experience difficulty purchasing bolivares in the future, which would adversely
affect our operations in that country. See above risk titled Our foreign
operations, including our operations in Venezuela and Mexico, are subject to
additional inherent risks.
We
are required to obtain governmental and lessor approvals and permits in order to
conduct mining operations.
In the
ordinary course of business, mining companies are required to seek governmental
and lessor approvals and permits for expansion of existing operations or for the
commencement of new operations. Obtaining the necessary governmental permits is
a complex and time-consuming process involving numerous jurisdictions and often
involving public hearings and costly undertakings on our part. The duration and
success of our efforts to obtain permits are contingent upon many variables not
within our control. Obtaining environmental protection permits, including the
approval of reclamation plans, may increase costs and cause delays depending on
the nature of the activity to be permitted and the interpretation of applicable
requirements implemented by the permitting authority. There can be no assurance
that all necessary approvals and permits will be obtained and, if obtained, that
the costs involved will not exceed those that we previously estimated. It is
possible that the costs and delays associated with the compliance with such
standards and regulations could become such that we would not proceed with the
development or operation of a unit(s).
We
face substantial governmental regulation and environmental
risks.
Our
business is subject to extensive U.S. and foreign federal, state and local laws
and regulations governing development, production, labor standards, occupational
health, waste disposal, use of toxic substances, environmental regulations, mine
safety and other matters. We have been, and are currently involved in lawsuits
in which we have been accused of causing environmental damage or otherwise
violating environmental laws, and we may be subject to similar lawsuits in the
future. See Note 8 of Notes to Consolidated Financial Statements. New
legislation and regulations may be adopted at any time that result in additional
operating expense, capital expenditures or restrictions and delays in the
mining, production or development of our properties.
We
maintain reserves for costs associated with mine closure, reclamation of land
and other environmental matters. At December 31, 2004, our reserves for these
matters totaled $75.2 million. We anticipate we will make expenditures
relating to these reserves over the next 30 years. We have included in our
reclamation reserves our estimate of liabilities, including an estimate for the
Coeur dAlene Basin in Idaho, which is currently in litigation. We estimate that
the range of our potential liability for this site to be $23.6 million to $72.0
million. We have accrued the $23.6 million minimum of the range as we believe no
amount in the range is more likely than any other number at this time. Future
expenditures related to closure, reclamation and environmental expenditures are
difficult to estimate due to:
· the early
stage of our investigation;
· the uncertainties relating to the costs and remediation methods
that will be required in specific situations;
· the
possible participation of other potentially responsible parties; and
· changing
environmental laws, regulations and interpretations.
It is
possible that, as new information becomes available, changes to our estimates of
future closure, reclamation and environmental contingencies could materially
adversely affect our future operating results.
Various
laws and permits require that financial assurances be in place for certain
environmental and reclamation obligations and other potential liabilities. We
currently have in place such financial assurances in the form of surety bonds
and cash deposits. As of December 31, 2004, restricted investments include
approximately $7.3 million as collateral for the surety bonds and cash deposits
for financial assurances of $8.6 million, including $7.9 million at Greens Creek
as discussed below.
During
the third quarter of 2003, the parties to the Greens Creek joint venture
determined it would be necessary to replace existing surety requirements via the
establishment of a restricted trust for reclamation funding in the future.
Approximately $26.6 million was placed into restricted cash in 2004, and we have
recorded our 29.73% portion of approximately $7.9 million as restricted cash on
our Consolidated Balance Sheet as of December 31, 2004.
The
amount of the financial assurances and the amount required to be set aside by us
as collateral for these financial assurances are dependent upon a number of
factors, including our financial condition, reclamation cost estimates,
inflation, development of new projects and the total dollar value of financial
assurances in place. There can be no assurance that we will be able to maintain
or add to our current level of financial assurances.
From time
to time, the U.S. Congress considers proposed amendments to the General Mining
Law of 1872, as amended, which governs mining claims and related activities on
federal lands. There was no significant activity with respect to mining law
reform in Congress during 2004. The extent of any such future changes is not
known and the potential impact on us as a result of Congressional action is
difficult to predict. Although a majority of our existing U.S. mining operations
occur on private or patented property, changes to the General Mining Law, if
adopted, could adversely affect our ability to economically develop mineral
resources on federal lands.
Managements
Report on Internal Control over Financial Reporting
Beginning
in 2005, Section 404 of the Sarbanes-Oxley Act of 2002 (the Act) requires the
Company to include an internal control report of management in its Annual Report
on Form 10-K. The internal control report must contain (1) a statement of
managements responsibility for establishing and maintaining adequate internal
control over financial reporting, (2) a statement identifying the framework used
by management to conduct the required evaluation of the effectiveness of our
internal control over financial reporting, (3) managements assessment of the
effectiveness of our internal control over financial reporting as of the end of
its most recent fiscal year, including a statement as to whether or not internal
control over financial reporting is effective, and (4) a statement that the
Companys independent auditors have issued an attestation report on managements
assessment of internal control over financial reporting. Management acknowledges
its responsibility for internal controls over financial reporting and seeks to
continually improve those controls. In addition, in order to achieve compliance
with Section 404 of the Act within the prescribed period, the Company has been
engaged in a process to document and evaluate its internal controls
over financial reporting. In this regard, management has dedicated internal
resources, engaged outside consultants and adopted a work plan to (i) assess and
document the adequacy of internal control over financial reporting, (ii) take
steps to improve control processes where appropriate, (iii) validate through
testing that controls are functioning as documented and (iv) implement a
continuous reporting and improvement process for internal control over financial
reporting. The Company believes its process for documenting, evaluating and
monitoring its internal control over financial reporting is consistent with the
objectives of Section 404 of the Act. During the second quarter of 2004, the
Company commenced testing its internal controls. The Companys documentation and
testing to date have identified certain gaps in the design and effectiveness of
internal controls over financial reporting that the Company is in the process of
remediating. The Companys auditors also commenced their audit of internal
control procedures during the third quarter of 2004. Because of an ongoing
strike at the Companys Velardeña Mill, the Company and its auditors were unable
to access such facility to test all internal controls at the Mill and, thus, the
Companys independent auditors have disclaimed any opinion on the Companys
internal controls. During its process, the Company identified three material
weaknesses in internal controls over financial reporting, as described in
Managements Report on Internal Controls over Financial Reporting, included
herein under Item 9A, Controls and Procedures. Due to the presence of material weaknesses,
management has concluded that its internal control over financial reporting is
ineffective as of December 31, 2004. The existence of the above factors and circumstances create a risk that
such controls might have been inadequate to prevent inaccuracies in the
Companys financial statements, which could result in costs to remediate such
controls or inaccuracies in the Companys financial statements. These
factors also may create a risk that the Company may have increased difficulty or
expense in transactions, such as financings, involving such financial statements
or a risk of adverse reaction of those who regularly review the Companys
financial statements, including customers, vendors, shareholders, analysts,
regulators, and the market generally.
Our
hedging activities could expose us to losses.
From time
to time, we engage in hedging activities, such as forward sales contracts and
commodity put and call option contracts, to manage the metals prices received on
our products and attempt to insulate our operating results from declines in
those prices. While these hedging activities may protect us against low metals
prices, they may also prevent us from realizing possible revenues in the event
that the market price of a metal exceeds the price stated in a forward sale or
call option contract. As of December 31, 2004, if we closed out our existing
hedge contract positions, we would have to pay our counterparties $0.9 million.
In addition, we may experience losses if a counterparty fails to purchase under
a contract when the contract price exceeds the spot price of a
commodity.
Our
business depends on good relations with our
employees.
Certain
of our employees are represented by unions. At December 31, 2004, there were 120
hourly and 26 salaried employees at the Lucky Friday unit. The United
Steelworkers of America is the bargaining agent for the Lucky Friday hourly
employees. The current labor agreement expires on May 1, 2009, however, it can
be reopened for economic considerations on May 1, 2006.
At
December 31, 2004, there were 307 hourly and 58 salaried employees at San
Sebastian and the Velardeña mill. The National Mine and Mill Workers Union
represents process plant hourly workers, or 60 employees, at San Sebastian.
Under Mexican labor law, wage adjustments are negotiated annually and other
contract terms every two years. The contract at San Sebastian is due for wage
negotiation and other terms in July 2005.
In
October 2004, the employees at the Velardeña mill in Mexico initiated a strike
in an attempt to unionize the employees at the San Sebastian mine. The mine
employees have informed us, the union and the Ministry of Labor that they do not
want to be organized. Although we are meeting regularly with government and
union officials to resolve the issue, there can be no assurance as to the
outcome or length of the strike. The strike impacted our production of silver
and gold during the fourth quarter of 2004 and has continued to impact
production into 2005. During the fourth quarter of 2004 and continuing into
2005, the mine is operating at a normal rate, stockpiling ore in preparation for
future processing. We are also considering contract custom milling facilities
that can process our stockpiled ore.
At
December 31, 2004, there were 435 hourly and 48 salaried employees at the La
Camorra mine. The hourly employees are represented by a collective bargaining
agreement. The contract with respect to La Camorra will expire in October
2006.
As of
December 31, 2004, there were approximately 192 hourly employees and 48 salaried
employees employed in the development of Mina Isidora and exploration activities
in the Block B area. The hourly employees are represented by a collective
bargaining agreement that will expire in August 2006.
We
anticipate that we will be able to negotiate a satisfactory contract with each
union, but there can be no assurance that this can be done, or that it can be
done without further disruptions to production.
We
are dependent on key personnel.
We are
currently dependent upon the ability and experience of our executive officers
and other personnel and there can be no assurance that we will be able to retain
all of such officers and employees. The loss of one or more of the officers or
key employees could have a material adverse effect on our operations. We also
compete with other companies both within and outside the mining industry in
connection with the recruiting and retention of qualified employees
knowledgeable in mining operations.
Our
preferred stock has a liquidation preference of $50 per share, or $7.9 million,
plus dividends in arrears of approximately $2.3 million.
This
means that if Hecla Mining Company was liquidated as of January 3, 2005, holders
of our preferred stock would be entitled to receive approximately $10.2 million
from any liquidation proceeds before holders of our common stock would be
entitled to receive any proceeds.
In
February 2004, we reduced the number of shares of Series B preferred stock
outstanding by 273,961 shares, or 58.9%, pursuant to an exchange offer. This
exchange offer allowed participating stockholders to receive 7.94 common shares
for each share of preferred stock exchanged, which resulted in the issuance of a
total of 2,175,237 common shares. During March 2004, we entered into privately
negotiated exchange agreements with holders of approximately 17% of the then
outstanding preferred stock (190,816 preferred shares) to exchange such shares
for shares of common stock. A total of 33,000 preferred shares were exchanged
for 260,861 common shares as a result of the privately negotiated exchange
agreements. As of December 31, 2004, a total of 157,816 shares of preferred
stock remain issued and outstanding, with a liquidation value of $7.9 million,
plus dividends in arrears of approximately $2.3 million. The annual dividend
payable on the preferred stock is currently $0.6 million.
The Board
of Directors declared the fourth quarter 2004 dividend on the preferred stock,
which was paid in January 2005. Dividends were also approved for the first
quarter, and are payable on April 1, 2005, however, there can be no assurance
that we will continue to pay either historical or future dividends in the
future.
We intend
to consider means of retiring the remaining preferred stock outstanding, which
may include redeeming any remaining shares of preferred stock according to their
terms, additional tender or exchange offers, privately negotiated transactions
and/or effecting a merger transaction in which the preferred stock is converted
into or exchanged for other securities.
Our
stockholder rights plan and provisions in our certificate of incorporation, our
by-laws, and Delaware law could delay or deter tender offers or takeover
attempts that may offer a premium for our common stock.
Our
stockholder rights plan and provisions in our certificate of incorporation, our
by-laws, and Delaware law could make it more difficult for a third party to
acquire control of us, even if that transaction would be beneficial to
stockholders. These impediments include:
|
· |
the
rights issued in connection with the stockholder rights plan that will
substantially dilute the ownership of any person or group that acquires
15% or more of our outstanding common stock unless the rights are first
redeemed by our board of directors, in its discretion. Furthermore, our
board of directors may amend the terms of these rights, in its discretion,
including an amendment to lower the acquisition threshold to any amount
greater than 10% of the outstanding common stock;
|
|
· |
the
classification of our board of directors into three classes serving
staggered three-year terms; |
|
· |
the
ability of our board of directors to issue shares of preferred stock with
rights as it deems appropriate without stockholder approval;
|
|
· |
a
provision that special meetings of our board of directors may be called
only by our chief executive officer or a majority of our board of
directors; |
|
· |
a
provision that special meetings of stockholders may only be called
pursuant to a resolution approved by a majority of our entire board of
directors; |
|
· |
a
prohibition against action by written consent of our
stockholders; |
|
· |
a
provision that our board members may only be removed for cause and by an
affirmative vote of at least 80% of the outstanding voting
stock; |
|
· |
a
provision that our stockholders comply with advance-notice provisions to
bring director nominations or other matters before meetings of our
stockholders; |
|
· |
a
prohibition against certain business combinations with an acquirer of 15%
or more of our common stock for three years after such acquisition unless
the stock acquisition or the business combination is approved by our board
prior to the acquisition of the 15% interest, or after such acquisition
our board and the holders of two-thirds of the other common stock approve
the business combination; and |
|
· |
a
prohibition against our entering into certain business combinations with
interested stockholders without the affirmative vote of the holders of at
least 80% of the voting power of the then outstanding shares of voting
stock. |
The
existence of the stockholder rights plan and these provisions may deprive
stockholders of an opportunity to sell our stock at a premium over prevailing
prices. The potential inability of our stockholders to obtain a control premium
could adversely affect the market price for our common stock.
Glossary
of Certain Terms
· |
Cash
Operating Costs --
Includes all direct and indirect operating cash costs related directly to
the physical activities of producing metals, including mining, processing
and other plant costs, third-party refining and marketing expense and
on-site general and administrative costs, net of by-product revenues
earned from all metals other than the primary metal produced at each
unit. |
· |
GAAP --
United States generally accepted accounting
principles. |
· |
Doré --
Unrefined gold and silver bullion bars consisting of approximately 90%
precious metals, which will be further
refined. |
· |
Mineralized
Material --
Estimates of mineralization that have been sufficiently drilled and
geologically understood to allow the assumption of continuity between
samples, but for which an economically viable plan has not been
formulated. |
· |
Ore --
A mixture of valuable minerals and gangue (valueless minerals) from which
at least one of the minerals or metals, combined with by-products, can be
extracted at a profit. |
· |
Orebody --
A continuous, well-defined mass of
material of sufficient ore content to make extraction economically
feasible. |
· |
Primary
Development --
The initial access to an orebody through adits, shafts, declines, ramps
and winzes. |
· |
Proven
and Probable Ore Reserves --
Reserves that reflect estimates of the quantities and grades of
mineralized material at our mines which we believe can be recovered and
sold at prices in excess of the total cash cost associated with extracting
and processing the ore. The estimates are based largely on current costs
and on metals prices and demand for our products. Mineral reserves are
stated separately for each of our properties based upon factors relevant
to each location. Reserves represent diluted in-place grades and do not
reflect losses in the recovery process. Our estimates of proven and
probable reserves for the Lucky Friday unit, the San Sebastian unit and
the La Camorra unit are based on the following metals
prices: |
|
|
December
31, |
|
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Silver |
|
$ |
5.60 |
|
$ |
4.95 |
|
$ |
4.75 |
|
Gold |
|
$ |
350 |
|
$ |
335 |
|
$ |
300 |
|
Lead |
|
$ |
0.28 |
|
$ |
0.24 |
|
$ |
0.21 |
|
Zinc |
|
$ |
0.42 |
|
$ |
0.40 |
|
$ |
0.44 |
|
Proven
and probable ore reserves for the Lucky Friday, San Sebastian and La Camorra
units are calculated and reviewed in-house and are subject to periodic audit by
others, although audits are not performed on an annual basis.
Proven
and probable ore reserves for the Greens Creek unit are based on estimates of
reserves provided to us by the operator of Greens Creek that have been reviewed
but not independently confirmed by us. Kennecott Greens Creek Mining Companys
estimates of proven and probable ore reserves for the Greens Creek unit as of
December 2004, 2003 and 2002 are derived from successive generations of reserve
and feasibility analyses for different areas of the mine each using a separate
assessment of metals prices. The weighted average prices used were:
|
|
December
31, |
|
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Silver |
|
$ |
5.00 |
|
$ |
5.00 |
|
$ |
5.00 |
|
Gold |
|
$ |
338 |
|
$ |
300 |
|
$ |
300 |
|
Lead |
|
$ |
0.25 |
|
$ |
0.24 |
|
$ |
0.24 |
|
Zinc |
|
$ |
0.46 |
|
$ |
0.45 |
|
$ |
0.46 |
|
Changes
in reserves represent general indicators of the results of efforts to develop
additional reserves as existing reserves are depleted through production. Grades
of ore fed to process may be different from stated reserve grades because of
variation in grades in areas mined from time to time, mining dilution and other
factors. Reserves should not be interpreted as assurances of mine life or of the
profitability of current or future operations. Our proven and probable ore
reserves are sensitive to price changes, although we do not believe that a 10%
increase or decrease in estimated metals prices would have a significant impact
on proven and probable ore reserves at our La Camorra, San Sebastian, Greens
Creek and Lucky Friday units.
· |
Probable
Reserves --
A portion of a mineralized deposit that can be extracted or produced
economically and legally at the time of the reserve determination.
Reserves for which quantity and grade and/or quality are computed from
information similar to that used for proven reserves, 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. |
· |
Proven
Reserves --
A portion of a mineralized deposit that can be extracted or produced
economically and legally at the time of the reserve determination.
Reserves for which; (a) quantity 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 (b) the sites for
inspection, sampling and measurement are spaced so closely and the
geologic character is so well-defined that size, shape, depth and mineral
content of reserves are well established.
|
· |
Sands --
In Venezuela, the term sands is used in reference to the processing of
waste, or tailings, from small mining and milling operations. These
operations generally employ old technology and achieve relatively low gold
recoveries. Minera Hecla will, from time to time, purchase these sands for
further processing at our La Camorra
mill. |
· |
Secondary
Development --
The preparation of the orebody for production through crosscuts, raises
and stope preparation. |
· |
Stope --
An underground excavation from which ore has been extracted either above
or below a level in a mine. A level is the distance below the collar of
the shaft where an opening is driven.
|
· |
Total
Cash Costs --
Includes all direct and indirect operating cash costs related directly to
the physical activities of producing metals, including mining, processing
and other plant costs, third-party refining and marketing expense, on-site
general and administrative costs, royalties and mine production taxes, net
of by-product revenues earned from all metals other than the primary metal
produced at each unit. |
· |
Total
Production Costs --
Includes total cash costs, as defined above, plus depreciation, depletion,
amortization and accretion of asset retirement obligations relating to
each operating unit. |
· |
Total
Production Costs Per Ounce --
Calculated based upon total production costs, as defined above, net of
by-product revenues earned from all metals other than the primary metal
produced at each unit, divided by the total ounces of the primary metal
produced. |
Cash
costs per ounce of silver or gold represent measurements that management uses to
monitor and evaluate the performance of its mining operations, which are not in
accordance with GAAP. We believe cash costs per ounce of silver or gold provide
an indicator of cash flow generation at each location and on a consolidated
basis, as well as providing a meaningful basis to compare our results to those
of other mining companies and other mining operating properties.
· |
Unpatented
Mining Claim --
A parcel of property located on federal lands pursuant to the General
Mining Law and the requirements of the state in which the unpatented claim
is located, the paramount title of which remains with the federal
government. The holder of a valid, unpatented lode-mining claim is granted
certain rights including the right to explore and mine such claim under
the General Mining Law. |
Operating
Properties
The
La Camorra Unit
The La
Camorra unit refers to our Venezuelan operating properties and exploration
projects, which are discussed below. At the present time, the La Camorra mine is
the only operating property within the La Camorra unit. Mina Isidora is located
approximately 70 miles north-northwest of La Camorra and we anticipate it will
begin limited production via the Pozo de Agua incline shaft before the end of
2005. At that time, ore from Mina Isidora will be shipped to the mill at the La
Camorra mine for processing and Mina Isidora will be an additional operating
property under the La Camorra unit.
During
2004, we started a custom-milling program for small mining cooperatives working
in the area of Mina Isidora, where they can sell their ore to us for further
processing. The ore is processed at our La Camorra mill and the miners are
provided a transparent sampling system and improved economic terms, as well as
industry standard environmental processing practices.
The
La Camorra Mine
The La
Camorra mine is located approximately 180 miles southeast of Puerto Ordaz in the
eastern Venezuelan State of Bolivar. The mine is accessed via a gravel road that
we maintain and is six miles east of state highway 10, which is a paved two-lane
road running from Upata south to the Brazilian border.
We
acquired the La Camorra mine in 1999 with the acquisition of Monarch Resources
Investments Limited, and it is 100% owned by us through our Venezuelan
subsidiary, Minera Hecla Venezolana, C.A. The purchase agreement includes a
provision to pay Monarch Resources a net smelter return (NSR) royalty on
production exceeding a cumulative total of 600,000 ounces of gold from the
properties acquired in Venezuela from Monarch Resources. The royalty is based on
a sliding scale dependent on the price of gold. When the gold price is below
$300 per troy ounce, there is no royalty; when the price is between $300.00 and
$399.99 per troy ounce the royalty is 1%; when the price is between $400.00 and
$499.99 per troy ounce, the royalty is 2%; and when the price is $500.00 and
above, the royalty is 3%. The production milestone was reached in the second
quarter of 2004, and gold production since that time has been subject to the
provisions of the royalty agreement.
The mine
is located on an exploration concession granted by the Ministry of Energy and
Mines in 1964 that has been converted to an exploitation license valid for a
period of 50 years.
The La
Camorra mine is a high-grade underground gold mine that exploits two shear-zone
hosted quartz veins known as the Main zone and the Betzy vein. It lies in the
Botanamo greenstone belt of the Precambrian Guayana Shield and is hosted by the
Caballape Group of volcanoclastic rocks. The formations most likely date from
Archean to Proterozoic in age and consist primarily of intermediate volcanics
with subordinate metasediments. Gold mineralization at La Camorra is confined to
narrow, near vertical quartz veins hosted in an east-west trending, left-lateral
shear zone. Most economic mineralization in the La Camorra veins occur in
distinct ore shoots. Gold occurs both as free particles in quartz and attached
to or included in pyrite. Locally, gold is also seen on chloritic partings.
At the
end of 2004, the principal working levels of the La Camorra mine lay between the
elevations of 315 and 520 meters below sea level. The proven and probable
reserves extend to the 610-meter elevation and exploration drill holes have
intersected gold mineralization below the current reserve limits to the
869-meter elevation.
Access to
the underground workings at the La Camorra mine is via a ramp from the surface
excavated at a -15% grade and connecting numerous levels. The main access ramp
is currently developed to a depth of approximately 543 meters below sea level.
Ore is mined primarily by longhole stoping and is extracted from the stopes
using rubber-tired equipment and hauled to the surface in mine haulage trucks.
Sub-economic material is used to backfill and stabilize mined-out stopes. The
mine is currently producing approximately 500 tons of ore per day.
At the
end of 2003, the mine had been developed to the 480-meter level, which is
approximately 620 meters below surface. Engineering studies undertaken in 2002
and 2003 indicated that the combination of ventilation and haulage requirements
and logistics would make mining below the 500-meter level extremely difficult
and marginally economic without the development of a shaft. In August 2003, the
board of directors approved the development of a production shaft at the La
Camorra mine, which is anticipated to cost approximately $16.5 million. The
development decision was based on the long lead-time necessary to construct the
shaft and to develop further reserves. The production shaft is approximately 75%
complete and scheduled for commissioning during the second quarter of 2005.
The
process plant uses a conventional carbon-in-leach process. The ore is crushed
with a three-stage system consisting of a primary jaw crusher with secondary and
tertiary cone crusher with a multi-deck vibrating screen. The grinding circuit
includes a primary and a secondary ball mill. The ground ore is mixed with a
cyanide solution and clarified, followed by countercurrent carbon-in-leach gold
adsorption. The carbon is then stripped and the gold recovered and poured into
gold bars for shipment to a third-party refiner in Switzerland. Mill recovery
averages over 95%.
All
equipment, infrastructure and facilities are in good condition. The plant was
constructed in 1994 and has been periodically upgraded. The plant is capable of
processing approximately 700 tons per day. Site infrastructure includes a water
supply system, maintenance shop, warehouse, living quarters, a dining facility,
administration building and a National Guard post. We also share a housing
facility located near the town of El Callao with units for approximately 50
families. Mine electric power is purchased from Eleoriente (a state-owned
electric company). Diesel-powered electric generators are available on-site for
operation of critical equipment during power outages. At December 31, 2004, the
net book value of the La Camorra mine property and its associated plant and
equipment was approximately $27.2 million.
Our
reclamation plan has been approved by the Ministry of Environment and Natural
Resources. Planned activities include regrading and revegetation of disturbed
areas. The reclamation and closure accrual as of December 31, 2004, was $1.3
million.
At
December 31, 2004, there were 435 hourly and 48 salaried employees associated
with the La Camorra mine. The hourly employees are covered by a collective
bargaining agreement. The contract with respect to La Camorra will expire in
October 2006. In
addition, there were 73 employees contracted to fill-in for vacation and
absentee purposes, and 43 employees at the administrative office in Puerto Ordaz
as of December 31, 2004.
Information
with respect to the La Camorra mines production, average costs per ounce of
gold produced and proven and probable ore reserves is set forth in the table
below.
|
|
Years
Ended December 31, |
|
Production
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Ore
processed (tons) |
|
|
199,453
(1 |
) |
|
197,591
(1 |
) |
|
194,960 |
|
Gold
(ounces) |
|
|
130,436
(1 |
) |
|
126,567
(1 |
) |
|
167,386 |
|
Average
Cost per Ounce of
Gold Produced (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
operating costs |
|
$ |
176 |
|
$ |
154 |
|
$ |
137 |
|
Total
cash costs |
|
$ |
180 |
|
$ |
154 |
|
$ |
137 |
|
Total
production costs |
|
$ |
271 |
|
$ |
222 |
|
$ |
206 |
|
Proven
and Probable Ore
Reserves (3,4,5,6) |
|
12/31/04 |
|
12/31/03 |
|
12/31/02 |
|
|
|
|
|
|
|
|
|
Total
tons |
|
|
356,192 |
|
|
318,644 |
|
|
453,224 |
|
Gold
(ounces per ton) |
|
|
0.60 |
|
|
0.69 |
|
|
0.91 |
|
Contained
gold (ounces) |
|
|
213,244 |
|
|
220,552 |
|
|
412,332 |
|
(1) |
During
2004, 24,264 tons milled and 4,789 gold ounces produced included in the
production figures were generated from Heclas custom milling business and
other purchases of ore from third-parties. During 2003, 15,155 tons milled
and 3,049 gold ounces produced included in the production figures listed
above were generated from tailings from outside small third-party milling
operations in the local area and other gold-bearing quartz material not
mined at La Camorra. |
(2) |
Cash
costs per ounce of silver or gold represent measurements that management
uses to monitor and evaluate the performance of its mining operations that
are not in accordance with GAAP. We believe cash costs per ounce of silver
or gold provide an indicator of profitability and efficiency at each
location and on a consolidated basis, as well as providing a meaningful
basis to compare our results to those of other mining companies and other
mining operating properties. A reconciliation of this non-GAAP measure to
cost of sales and other direct production costs, the most comparable GAAP
measure, can be found in Item 7 - Managements Discussion and Analysis of
Consolidated Financial Condition and Results of Operations, under
Reconciliation of Total Cash Costs to Costs of Sales and Other Direct
Production Costs. |
(3) |
For
proven and probable ore reserve assumptions, including assumed metals
prices, see Glossary of Certain
Terms. |
(4) |
The
2004 year-end reserves show an increase in tonnage and decrease in grade
resulting in a decrease in ounces when compared to the 2003 year-end
reserves. The changes are a result of a combination of new drill data and
underground sampling information, a revision of ore shoot limits and the
increase in mine dilution being applied to the Betzy vein material
together with a depletion of reserves by
mining. |
(5) |
The
decrease in tons of proven and probable ore reserves in 2003 compared to
2002 is primarily due to the depletion of reserves by mining and other
factors, including a reinterpretation of the La Camorra mine ore shoot
geometry and a revised mine plan. Mining in the Betzy vein encountered
changes in orebody geometry and more extensive waste zones than
expected. |
(6) |
Proven
and probable ore reserves at the La Camorra mine are based on drill
spacing of 30 to 50 meters and closely spaced chip sample information.
Cutoff grade assumptions are developed based on reserve prices,
anticipated mill recoveries and cash operating costs. The cutoff grade at
La Camorra is 8 grams of gold per
tonne. |
In
addition, we have the exploration rights to approximately 9,500 hectares (36
square miles) adjacent to the La Camorra mine. This property is controlled
through eight different contracts with the Venezuelan state-owned development
company, Corporacion Venezolana de Guayana (CVG), as well as five different
concessions with the Ministry of Basic Industries and Mines (formerly the
Ministry of Energy and Mines). The contracts and concessions were granted at
various times with expiration dates between 2011 and 2020, and most are
renewable for a period of 10 to 20 years.
Exploration
work surrounding the La Camorra mine in 2004 included geologic mapping,
geochemical sampling and geophysical survey programs, as well as diamond
drilling. Several targets have been selected for follow-up work in 2005. A small
ore shoot was developed on the Isbelia vein located 700 meters north of the La
Camorra Main zone through a cooperative effort with an association of
third-party miners and the ore is being processed at the La Camorra mill.
The
Block B Concessions
In March
2002, we acquired the Block B exploration and mining lease near El Callao in the
Venezuelan State of Bolivar from CVG-Minerven, a Venezuelan government-owned
gold mining company. The lease runs through March 2023. Block B
is a seven-square-mile property position in the prolific El Callao gold mining
district. The areas mining history dates back to the 1800s and the lease
contains many historic mines including the Chile, Laguna and Panama mines, which
collectively produced over 1.6 million ounces of gold between 1921 and 1946.
Pursuant
to the lease agreement, we paid CVG-Minerven $2.8 million in a series of
payments. We will also pay CVG-Minerven a royalty of 2% to 3% on production from
Block B. The royalty terms are: (i) 2% if the price of gold is below $290
per ounce of refined gold during the month preceding payment; (ii) 2.5% if the
price of gold is equal or greater than $290 and equal to or below $310 per ounce
of refined gold during the month preceding payment; and (iii) 3% if the price of
gold is greater than $310 per ounce of refined gold during the month preceding
payment. No production occurred from Block B in 2004, 2003 or 2002; therefore,
no royalties have been paid to CVG-Minerven. Until commercial production begins,
we are obligated to make a quarterly lease payment of $5,000. This payment shall
increase by 50% each subsequent year to a maximum of five years. In the event we
do not commence commercial production in the five years, we will continue paying
a fixed quarterly lease payment of $25,313 for the duration of the
lease.
The El
Callao area is accessed on a maintained, asphalt highway that runs from Puerto
Ordaz, on the south side of the River Orinoco, through to Santa Elena on the
Brazilian border. Overall good infrastructure exists and an 115kw electricity
power line supplies the area predominantly populated by miners operating
underground small-scale mines. The population of El Callao is approximately
25,000 people.
Geologically,
the gold is found in shear-zone hosted quartz veins and stockworks in
Proterozoic greenstone volcanics, primarily andesitic to basaltic lavas and
pyroclastics. Gold occurs as free gold in quartz and is also commonly associated
with coarse-grained pyrite.
Upon
acquisition, exploration began on the Chile vein system, which we believed to
host high-grade gold mineralization. The Chile mine itself was an important gold
producer that produced more than 550,000 ounces of gold at an average grade of
over one ounce per ton. Since the mine shut down in the 1940s, two phases of
exploration drilling were undertaken prior to our work in the Block B lease
area, one in the 1960s and more recent drill testing in the 1980s that
encountered high grades west of the old mine.
We
completed a detailed exploration drilling campaign including 163 drill holes and
40,000 meters of drilling resulting in the discovery of what we refer to as Mina
Isidora (formerly the Chile mine). In May 2004, our board of directors approved
expenditures of $31.0 million for the development of Mina Isidora, which will be
accessed by both a ramp and an inclined shaft (see further discussion below).
The development project is approximately 35% complete and the mine is scheduled
to reach full production in 2006. Ore from Mina Isidora will be shipped to the
mill at the La Camorra mine for processing and the mine will be included as a
property under our La Camorra unit for reporting purposes. At December 31, 2004,
the net book value of the Block B area, including development activities
associated with Mina Isidora, totaled $18.0 million. In addition, we have
established an accrual for future reclamation and closure costs of $0.2 million
as of December 31, 2004.
At
December 31, 2004, there were 48 salaried and 192 hourly employees associated
with Block B.
Information
with respect to Mina Isidoras proven and probable ore reserves is set forth in
the table below.
Proven
and Probable Ore
Reserves (1,2,3) |
|
12/31/04 |
|
12/31/03 |
|
|
|
|
|
|
|
Total
tons |
|
|
338,965 |
|
|
500,011 |
|
Gold
(ounces per ton) |
|
|
1.03 |
|
|
0.66 |
|
Contained
gold (ounces) |
|
|
350,547 |
|
|
327,303 |
|
(1) |
For
proven and probable ore reserve assumptions, including assumed metals
prices, see Glossary of Certain
Terms. |
(2) |
Proven
and probable ore reserves at Mina Isidora are based on diamond drilling
spaced at approximately 30 meters, geostatistical modeling and a
feasibility study. Cutoff grade assumptions are developed based on reserve
prices, anticipated mill recoveries and cash operating costs.
|
(3) |
The
changes to the Mina Isidora ore reserves in 2004 compared to 2003 can be
attributed to additional drill data, changes in resource modeling
techniques and changes in mining assumptions. Many of the modeling changes
are the direct result of the independent audit of the 2003 reserves that
we commissioned. |
In
October 2003, we completed an acquisition of a pre-existing lease of property
within the Block B area for $750,000 in cash plus the assumption of $1.3 million
in debt, which we paid. The property is adjacent to Mina Isidora and has been
developed to provide us with access to the Mina Isidora orebody. The acquisition
eliminated the need for us to leave a barrier of unmined ore between Mina
Isidora and the adjacent lease, which included a small historic shaft and mine
workings that will be integrated into the development of the Mina Isidora
orebody. We will start limited production from test stopes at the Mina Isidora
orebody through this shaft in 2005.
Outside
the Mina Isidora area, other exploration work on the Block B concessions
included geologic mapping, geophysical surveying, geochemical sampling and
20,000 meters of exploration diamond drilling. This work has lead to the
discovery of two new mineralized zones, the Twin and Conductora mineralized
zones located approximately one-kilometer northeast of the Mina Isidora orebody.
The Twin
structure is a newly identified shear zone within our Block B exploration
property, which was discovered by drilling in the second quarter of 2004. The
Twin structure is host to a large mineralized zone known as the Twin mineralized
zone. The mineralized zone has a minimum strike length of 750 meters and a
minimum vertical extent of 350 meters and is still open down dip and along
strike. Mineralization is somewhat erratic with values ranging from 3 grams per
tonne to over 18 grams per tonne and widths from 1 meter to over 20 meters. The
gold mineralization is associated with disseminated pyrite in a
moderate-to-strongly schistose shear zone with moderate-to-intense
ankerite/sericite alteration and minor quartz veining. Additional drilling is
planned for 2005.
The
Conductora structure, which is a possible extension to the northeast of the Twin
structure, is a second shear zone that has been traced over a strike length of
about 700 meters and is still open in both directions along strike and also down
dip. The structure is host to the Conductora mineralized zone, which has erratic
gold values associated with sulphides in narrow, quartz veins and/or wide zones
of quartz veinlets in moderate-to-intensely schistose rocks with strong
ankerite/sericite alteration.
Geological
interpretation is continuing determine the relationship between the Twin and
Conductora structures and mineralized zones.
The
significance of the Twin/Conductora discovery is that it outlines a previously
unidentified shear structure and a new style of mineralization on the Block B
concession that opens up other poorly explored areas for this style of
mineralization.
Custom
Milling Business
Also
during 2004, we completed construction of a small scale crushing and sampling
plant on the Block B property, that allows Hecla to acquire ore from small
underground mines in the area, providing the miners with a transparent sampling
system and improved economic terms, as well as industry standard environmental
processing practices. Ores purchased from the small mines are initially crushed,
sampled and assayed at the sampling plant, and then trucked to the mill at the
La Camorra mine for further processing. As a part of this program, we provide
small miners with financing and technical assistance, including technical advice
on mining techniques, grade controls, and safety standards. The small miner
activity in Venezuela is a significant part of the mining industry in Venezuela,
and we believe working with the miners provides goodwill with the miners as well
as assistance to the communities that are impacted by our operations. Hecla has
received a positive response from local and national politicians and residents
for our efforts in helping the small miners to improve their practices, and for
assisting in providing a stimulus to the local economy. We also believe the
program helps develop positive relationships with local mining groups and makes
a significant contribution to the local economy. The plant was in start up mode
during the second half of 2004, and we expect the custom milling business will
be a long-term venture in Venezuela for the Company.
Our
custom milling facilities are located near El Callao, in the Venezuelan State of
Bolivar, and on our Block B property. The crushing and sampling plant was
constructed in 2003 and 2004, with start up operations commencing in the second
half of 2004. The plant is designed to be able to process up to 400 tons of
purchased ore per day. The plant also includes an assay lab, operated by an
outside analytical assay firm, where ore samples are ground and assayed. Ore is
received from small mining groups, crushed, sampled and assayed, and then
payment for the ore is calculated and made to the miners generally within three
days of receipt of the ore. Ore is then trucked approximately 70 miles to the
mill at the La Camorra mine where it is further processed.
As part
of the custom milling business, we enter into contracts with the small miner
groups and advance funds in the form of equipment and working capital, and
collect such advances from ore delivered to the sampling and crushing plant. As
of December 31, 2004, we had a receivable from small miners totaling $2.3
million.
During
the second half of 2004, a total of 20,870 tons of ore and sands were purchased
and processed, which resulted in production of 3,748 ounces of gold. The Company
believes that the custom milling business has the potential to expand to
approximately 50,000 tons of ore per year, with potential annual production in
the range of 10,000 to 20,000 gold ounces, although there can be no assurance
that the Company will be able to reach such estimates.
At
December 31, 2004, the net book value of the custom milling business properties,
plants and equipment totaled $2.9 million.
Other
In
January 2005, we signed a letter of intent to acquire the Guariche gold project
in Venezuela, which would more than double our land position in that country.
Completion of the acquisition is subject to a number of conditions, and as such,
there can be no assurance that the acquisition will be completed. For additional
information, see Note 4 of Notes to Consolidated Financial
Statements.
The
San Sebastian Unit
The San
Sebastian unit is located in the State of Durango, Mexico, and is 100% owned by
us through our subsidiary, Minera Hecla, S.A. de C.V. The San Sebastian mine is
located approximately 56 miles northeast of the city of Durango on concessions
acquired through our acquisition of Monarch Resources Investments Limited
(Monarch) in 1999. Access to San Sebastian is via Mexico highway 40,
approximately 12 kilometers east of Guadalupe Victoria, and then approximately
23 kilometers of paved rural road through the towns of Ignacio Allende and
Emiliano Zapata. The processing plant (the Velardeña mill) is located near
Velardeña, Durango, Mexico, and was acquired in April 2001.
Our
concession holdings cover approximately 200-square miles, including the Francine
vein, the Don Sergio vein and multiple outlying active exploration areas.
Production from the Francine vein is from a high-grade silver vein with
significant gold credits. Production from the Don Sergio vein is from a
high-grade gold vein with some silver credits. Mineral concession titles are
obtained and held under the laws of Mexico. Exploration titles are valid for six
years, at which time they may be converted to exploitation titles that can be
held for up to 50 years. There are work assessment and tax requirements that are
variable and increase with the time that the concession is held.
There are
several epithermal veins within the Saladillo Valley, which include the
Francine, Profesor, Middle and North vein systems that are proximal to each
other and hosted within a series of shales with interbedded fine-grained
sandstones interpreted to belong to the Cretaceous Caracol Formation. The Don
Sergio, Jessica, Andrea and Antonella veins located in the Cerro Pedernalillo
area, about six kilometers from Francine, are hosted by the same formation with
the addition of dioritic intrusive rocks.
Ore
production during 2001 consisted of surface mining and bulk sampling from four
vein systems and underground development along the Francine vein. Underground
development started in May 2001 and surface mining ceased during the fourth
quarter of 2001. Limited underground ore production from development started in
September and increased gradually as stopes were developed during the remainder
of 2001. Underground mine production reached the design rate, approximately 450
tons per day, during the second quarter of 2002. A successful conversion from
contractor mining to owner mining was completed during the first quarter of
2003.
The
Francine vein strikes northwest and dips southwest and is located on the
southwestern limb of a doubly plunging anticline. The vein ranges in true
thickness from more than four meters to less than half a meter and consists of
several episodes of banded quartz, silica-healed breccias and minor amounts of
calcite. The vein is oxidized to a depth of approximately 100 vertical meters
and the wall rocks contain an alteration halo of less than two meters next to
the vein. Mineralization within the oxidized portion of the vein contains
limonite, hematite, silver halides and various copper carbonates. Higher-grade
gold and silver mineralization is associated with disseminated hematite and
limonite after pyrite and chalcopyrite, copper carbonates including malachite
and azurite and hydrous copper silicates including chrysocolla. Native gold
occurs associated with hematite and limonite. Mineralization in the sulfide
portion of the Francine vein contains pyrite, chalcopyrite, sphalerite, galena,
native silver, argentite and trace amounts of aguilarite.
Construction
of surface facilities and underground ramp development for the Don Sergio vein
started in May 2003, with the first ore mined in August 2003. Design production
rates were achieved during December 2003. The Don Sergio vein strikes northwest,
dips steeply to the northeast and averages 1.6 meters wide. Significant
mineralization occurs along a strike length of 200 meters. Gold mineralization
occurs in multi-stage chalcedonic quartz veins. The vein is partially oxidized
to a depth of approximately 50 vertical meters and the wall rocks contain an
alteration halo of five meters next to the vein. High grades appear to be
associated with narrow and discontinuous, dark silver sulfide (acanthite) and
visible gold-bearing bands near vein margins. The vein is typical of low
sulfidation precious metal hot spring systems associated with volcanic activity
with economic mineralization occurring in distinct areas or shoots.
The
current combined production from the Francine and Don Sergio veins is
approximately 450 tons of ore per day. By the end of 2004, essentially all
proven and probable ore reserves have been exhausted. Current mine plan
estimates mining activity at the San Sebastian unit will cease in the third
quarter of 2005. Exploration is active on the Francine, Don Sergio, Andrea and
other nearby vein systems to expand ore reserves.
Access to
both underground workings is through ramps from the surface connecting one or
more levels, excavated at a -15% grade. Ore is mined by the cut-and-fill stoping
method and is extracted from the stopes using rubber-tired equipment and hauled
to the surface in trucks. Sub-economic material is used to backfill and
stabilize mined-out stopes. Electric power is purchased from Comisión Federal de
Electricidad (a Mexican federal electric company). Water is supplied from mine
dewatering or hauled from a local reservoir.
Run of
mine ore is hauled in trucks by contractors to our processing facility near
Velardeña. The mill is a conventional leach, counter-current decantation and
Merrill Crowe precipitation circuit. The ore is crushed in a two-staged crushing
plant consisting of a primary jaw, a secondary cone crusher and a double-deck
vibrating screen. The grinding circuit includes a primary ball mill and cyclone
classifiers. The ground ore is thickened followed by agitated leaching and four
stages of counter-current decantation to wash solubilized silver and gold from
the pulp. The solution bearing silver and gold is then clarified, deaerated and
zinc dust added to precipitate silver and gold that is recovered in plate and
frame filters. The precious metal precipitate is smelted and refined into doré
and shipped to a third-party refiner, currently Met-Mex Peñoles, S.A. de C.V.,
in Torreón, Mexico.
At
December 31, 2004, the net book value of the San Sebastian unit property and its
associated plant and equipment was $6.4 million. The mill was constructed in
1994 and is capable of processing approximately 550 tons per day. Site
infrastructure includes a water supply system, maintenance shop, warehouse,
laboratory, tailings impoundment, and various offices. All equipment and
facilities, including the mill, are in good condition and supported by ongoing
diagnostic and preventative maintenance programs. Capital improvements in 2004
were approximately $1.0 million and included mining equipment.
For a
description of a legal claim relating to our Velardeña mill, see Note 8 of Notes
to Consolidated Financial Statements.
As of
December 31, 2004, $1.9 million has been accrued for reclamation and closure
costs.
At
December 31, 2004, there were 307 hourly and 58 salaried employees at San
Sebastian and the Velardeña mill. The National Mine and Mill Workers Union
represents process plant hourly workers, or 60 employees, at the Velardeña mill.
Under Mexican labor law, wage adjustments are negotiated annually and other
contract terms every two years. The contract is due for wage negotiation and
other terms in July 2005.
In
October 2004, the employees at the Velardeña mill in Mexico initiated a strike,
in an attempt to unionize the employees at the San Sebastian mine. The mine
employees have informed us, the union and the Ministry of Labor that they do not
want to be organized. Although we are meeting regularly with government and
union officials to resolve the issue, there can be no assurance as to the
outcome or length of the strike. The strike impacted our production of silver
and gold during the fourth quarter of 2004, and has continued to impact
production into 2005. During the fourth quarter of 2004 and continuing into
2005, the mine is operating at a normal rate, stockpiling ore in preparation for
future processing. At December 31, 2004, approximately 30,000 tons of ore-grade
material had been stockpiled, containing an estimated 350,000 ounces of silver
and 12,000 ounces of gold. We are also considering contract custom milling
facilities that can process our stockpiled ore.
Production
is currently subject to a 2.5% net smelter return royalty that escalates to 3%
after the first 500,000 troy ounces of gold equivalent shipped. As of December
31, 2004, we have shipped approximately 290,000 troy ounces of gold equivalent.
We make royalty payments to Monarch Resources U.S.A. and La Cuesta
International. The royalties originated from our acquisition of the concessions
from Monarch and pre-existing prospecting agreements between Monarch and La
Cuesta.
Information
with respect to the San Sebastian units production, average cost per ounce of
silver produced and proven and probable ore reserves are set forth in the table
below.
|
|
Years
Ended December 31, |
|
Production |
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Ore
milled (tons) |
|
|
128,711 |
|
|
150,717 |
|
|
156,532 |
|
Silver
(ounces) |
|
|
2,042,173 |
|
|
4,085,038 |
|
|
3,432,394 |
|
Gold
(ounces) |
|
|
33,563 |
|
|
47,721 |
|
|
41,510 |
|
Average
Cost per Ounce of
Silver Produced (1,2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
operating costs |
|
$ |
(0.10 |
) |
$ |
(0.46 |
) |
$ |
0.91 |
|
Total
cash costs |
|
$ |
0.21 |
|
$ |
(0.25 |
) |
$ |
1.09 |
|
Total
production costs |
|
$ |
2.11 |
|
$ |
0.71 |
|
$ |
2.06 |
|
Proven
and Probable Ore
Reserves (3,4,5,6) |
|
12/31/04 |
|
12/31/03 |
|
12/31/02 |
|
|
|
|
|
|
|
|
|
Total
tons |
|
|
30,300 |
|
|
170,711 |
|
|
369,556 |
|
Silver
(ounces per ton) |
|
|
15.4 |
|
|
22.3 |
|
|
23.7 |
|
Gold
(ounces per ton) |
|
|
0.29 |
|
|
0.26 |
|
|
0.24 |
|
Contained
silver (ounces) |
|
|
465,400 |
|
|
3,812,503 |
|
|
8,761,109 |
|
Contained
gold (ounces) |
|
|
8,600 |
|
|
43,731 |
|
|
88,269 |
|
(1) |
The
continued low costs per silver ounce during 2004 and 2003, compared to
2002, are due in part to significant by-product credits from gold
production and a higher average gold price. Costs per ounce amounts are
calculated pursuant to standards of the Gold Institute. For the years
ended December 31, 2004, 2003 and 2002, gold by-product credits were
approximately $6.61, $4.25 and $3.76 per silver ounce, respectively.
By-product credits are deducted from operating costs in the calculation of
cash costs per ounce. If our accounting policy was changed to treat gold
production as a co-product, the following total cash costs per ounce would
be reported: |
|
|
|
|
|
|
2002 |
|
|
|
|
|
|
|
|
|
Silver |
|
$ |
3.42 |
|
$ |
2.14 |
|
$ |
2.67 |
|
Gold |
|
$ |
208 |
|
$ |
160 |
|
$ |
181 |
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
Cash
costs per ounce of silver or gold represent measurements that management
uses to monitor and evaluate the performance of its mining operations that
are not in accordance with GAAP. We believe cash costs per ounce of silver
or gold provide an indicator of profitability and efficiency at each
location and on a consolidated basis, as well as providing a meaningful
basis to compare our results to those of other mining companies and other
mining operating properties. A reconciliation of this non-GAAP measure to
cost of sales and other direct production costs, the most comparable GAAP
measure, can be found in Item 7, Managements Discussion and Analysis of
Consolidated Financial Condition and Results of Operations, under
Reconciliation of Total Cash Costs to Costs of Sales and Other Direct
Production Costs. |
(3) |
For
proven and probable ore reserve assumptions and definitions, including
assumed metals prices, see Glossary of Certain
Terms. |
(4) |
Ore
reserves represent in-place material, diluted and adjusted for expected
mining recovery. Mill recoveries of ore reserve grades are expected to be
approximately 90% for gold and 89% for silver. Returnable metal recoveries
by smelters and refiners for doré toll treatment of gold and silver are
expected to be 99.50% for silver and 99.50% for gold. Proven and probable
reserves at San Sebastian are based on drill spacing of 35 meters. Cutoff
grade assumptions are developed based on reserve prices, anticipated mill
recoveries, royalties and cash operating costs. The cutoff grade at San
Sebastian is 4.5 grams per tonne of gold
equivalent. |
(5) |
By
the end of 2004 essentially all of proven and probable ore reserves have
been exhausted. The current mine plan estimates mining of remaining
resources at the San Sebastian unit will cease in third quarter of
2005. |
(6) |
Mining
depletion accounts for the majority of the changes in proven and probable
ore reserves from 2002 to 2003. A revised 2004 mine plan removed some ore
pillars from reserves offset by new reserve additions. A small block of
ore from the Don Sergio vein was added based on new underground
development exposures. |
The
Greens Creek Unit
At
December 31, 2004, we held a 29.73% interest in the Greens Creek unit, located
on Admiralty Island, near Juneau, Alaska, through a joint-venture arrangement
with Kennecott Greens Creek Mining Company, the manager of Greens Creek, and
Kennecott Juneau Mining Company, both wholly owned subsidiaries of Kennecott
Minerals. The term
of the joint-venture arrangement continues for 20 years after the effective date
(May 1994), and for so long thereafter as products are produced from the
properties or the participants continue to have an ownership interest in the
assets, unless the arrangement is terminated earlier or is
extended.
The
partners of the joint-venture arrangement are obligated to contribute funds to
adopted programs in proportion to their respective participating interests. A
participants interest in the joint-venture arrangement would change: 1) upon
election to contribute less to an adopted budget than the percentage reflected
by its participating interest; 2) in the event of a participants default in
making its agreed-upon contribution to an adopted budget, followed by the
election of the other participant to invoke remedies as permitted in the
agreement; 3) transfer by a participant of less than all of its participating
interest in accordance with the terms of the agreement; or 4) acquisition by a
participant of some or all of the other participants interest, however
arising.
The
Greens Creek unit is a polymetallic deposit containing silver, zinc, gold and
lead, and lies adjacent to the Admiralty Island National Monument, an
environmentally sensitive area. The Greens Creek property includes 17 patented
lode claims and one patented mill site claim, in addition to property leased
from the U.S. Forest Service. Greens Creek also has title to mineral rights on
7,500 acres of federal land adjacent to the properties. The entire project is
accessed and served by 13 miles of road and consists of the mine, an ore
concentrating mill, a tailings impoundment area, a ship-loading facility, camp
facilities and a ferry dock.
Pursuant
to a 1996 land exchange agreement, the joint venture transferred private
property equal to a value of $1.0 million to the U.S. Forest Service and
received exploration and mining rights to approximately 7,500 acres of land with
potential mining resources surrounding the existing mine. Production from new
ore discoveries on the exchanged lands will be subject to federal royalties
included in the land exchange agreement. The royalty is only due on production
from reserves that are not part of Greens Creeks extra lateral rights. Thus
far, there has been no discovery triggering payment of the royalty. The royalty
is 3% if the average value of the ore during a year is greater than $120 per ton
of ore, and 0.75% if the value is $120 per ton or less. The benchmark of $120
per ton is escalated annually by the Gross Domestic Product until the year 2016.
At December 31, 2004, this benchmark was approximately $140 per
ton.
Greens
Creek is an underground mine which produces approximately 2,300 tons of ore per
day. The primary mining methods are cut and fill and longhole stoping. The ore
is processed on-site at a mill, which produces lead, zinc and bulk concentrates,
as well as doré containing silver and gold. The doré is marketed to a precious
metal refiner and the three concentrate products are predominantly sold to a
number of major smelters worldwide. Concentrates are shipped from a marine
terminal located on Admiralty Island about nine miles from the mine site. See
Risk Factors -
Our
ability to market our metals production may be affected by disruptions or
closures of custom smelters and/or refining facilities for a
discussion of smelting capacity for Greens Creek bulk concentrates. The Greens
Creek unit uses electrical power provided by diesel-powered generators located
on site.
The
employees at the Greens Creek unit are employees of Kennecott Greens Creek
Mining Company and are not represented by a bargaining agent. At December 31,
2004, there were 261 employees at the Greens Creek unit.
At
December 31, 2004, our interest in the net book value of the Greens Creek unit
property and its associated plant and equipment was approximately $49.6 million.
All equipment, infrastructure and facilities, including camp and concentrate
storage facilities, are in good condition.
Britannia
Zinc historically had been the largest custom smelter of Greens Creek bulk
concentrate. During 2003, we were informed that our contract with Britannia Zinc
would not be renewed and as a result, we began to sell our bulk concentrates to
two customers, Glencore and Mitsui. In September 2003, we were informed that
Glencores Porto Vesme Smelter would be shut down for a twelve-month period due
to contractual power problems with the Italian government. This situation
continued through 2004 and is expected to continue for the foreseeable future,
although in 2004, the joint venture partners were successful in placing
concentrates with new customers, as well as reducing the production of bulk
concentrate. While this effort has been successful in mitigating the impact of
this situation, it is possible our Greens Creek operations and our financial
results could be affected adversely in the future.
As of
December 31, 2004, $4.7 million has been accrued for reclamation and closure
costs.
The
Greens Creek deposit is a polymetallic, stratiform, massive sulfide deposit. The
host rock consists of predominantly marine sedimentary, and mafic to ultramafic
volcanic and plutonic rocks, which have been subjected to multiple periods of
deformation. These deformational episodes have imposed intense tectonic fabrics
on the rocks. Mineralization occurs discontinuously along the contact between a
structural hanging wall of quartz mica carbonate phyllites and a structural
footwall of graphitic and calcareous argillite. Major sulfide minerals are
pyrite, sphalerite, galena, and tetrahedrite/tennanite. Less common but
economically important sulfides include argentite, jalpaite, ruby silvers,
electrum and polybasite. Gangue minerals include dolomite, calcite, quartz,
barite and graphite.
Kennecott
Greens Creek Mining Companys geology and engineering staff computes the
estimated ore reserves for the Greens Creek unit with technical support from Rio
Tinto. We review geologic interpretation and reserve methodology, but the
reserve compilation is not independently confirmed by us in its entirety.
Information with respect to our 29.73% share of production, average costs per
ounce of silver produced and proven and probable ore reserves is set forth in
the following table.
|
|
Years
Ended December 31, (reflects 29.73% interest) |
|
Production |
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Ore
milled (tons) |
|
|
239,456 |
|
|
232,297 |
|
|
218,072 |
|
Silver
(ounces) |
|
|
2,886,264 |
|
|
3,480,800 |
|
|
3,244,495 |
|
Gold
(ounces) |
|
|
25,624 |
|
|
29,564 |
|
|
30,531 |
|
Zinc
(tons) |
|
|
22,649 |
|
|
22,809 |
|
|
23,875 |
|
Lead
(tons) |
|
|
7,384 |
|
|
8,289 |
|
|
8,200 |
|
Average
Cost per Ounce of
Silver Produced (1,2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
operating costs |
|
$ |
0.98 |
|
$ |
1.10 |
|
$ |
1.76 |
|
Total
cash costs |
|
$ |
1.13 |
|
$ |
1.18 |
|
$ |
1.81 |
|
Total
production costs |
|
$ |
3.47 |
|
$ |
3.64 |
|
$ |
4.28 |
|
Proven
and Probable Ore
Reserves (3,4,5,6) |
|
12/31/04 |
|
12/31/03 |
|
12/31/02 |
|
|
|
|
|
|
|
|
|
Total
tons |
|
|
2,358,189 |
|
|
2,226,361 |
|
|
2,095,703 |
|
Silver
(ounces per ton) |
|
|
14.1 |
|
|
14.1 |
|
|
14.9 |
|
Gold
(ounces per ton) |
|
|
0.11 |
|
|
0.12 |
|
|
0.13 |
|
Zinc
(percent) |
|
|
10.2 |
|
|
10.7 |
|
|
11.4 |
|
Lead
(percent) |
|
|
3.9 |
|
|
4.0 |
|
|
4.2 |
|
Contained
silver (ounces) |
|
|
33,334,025 |
|
|
31,386,366 |
|
|
31,252,609 |
|
Contained
gold (ounces) |
|
|
261,604 |
|
|
256,726 |
|
|
268,603 |
|
Contained
zinc (tons) |
|
|
240,467 |
|
|
237,202 |
|
|
238,029 |
|
Contained
lead (tons) |
|
|
92,916 |
|
|
89,422 |
|
|
88,574 |
|
(1) |
Includes
by-product credits from gold, lead and zinc production and are calculated
pursuant to standards of the Gold Institute. Cash costs per ounce of
silver or gold represent measurements that management uses to monitor and
evaluate the performance of its mining operations that are not in
accordance with GAAP. We believe cash costs per ounce of silver or gold
provide an indicator of profitability and efficiency at each location and
on a consolidated basis, as well as providing a meaningful basis to
compare our results to those of other mining companies and other mining
operating properties. A reconciliation of this non-GAAP measure to cost of
sales and other direct production costs, the most comparable GAAP measure,
can be found in Item 7 - Managements Discussion and Analysis of
Consolidated Financial Condition and Results of Operations, under
Reconciliation of Total Cash Costs to Costs of Sales and Other Direct
Production Costs. |
(2) |
For
proven and probable ore reserve assumptions and definitions, including
assumed metals prices, see Glossary of Certain
Terms. |
(3) |
Ore
reserves represent in-place material, diluted and adjusted for expected
mining recovery. Mill recoveries of ore reserve grades differ by ore zones
and are expected to be in the range of 72-80% for silver, 65-73% for
gold, 83-92% for zinc and 72-82% for
lead. |
(4) |
The
changes in reserves in 2004 versus 2003 are due to addition of new drill
data increases in forecast precious metals prices, which has resulted in
the addition of new reserves based on updated resource estimates for
certain orebodies, partially offset by depletion due to
production. |
(5) |
The
changes in reserves in 2003 versus 2002 are due to increases in forecast
metals prices and additions of new reserves based on updated resource
estimates for certain orebodies, partially offset by depletion due to
production. |
(6) |
Proven
and probable reserves at the Greens Creek unit are based on average drill
spacing
of 50 to 100 feet. Cutoff grade assumptions vary by orebody and are
developed based on reserve prices, anticipated mill recoveries and smelter
payables and cash operating costs. Cutoff grades range from $70 per ton
net smelter return to $100 per ton net smelter
return. |
The
Lucky Friday Unit
Since
1958, we have owned and operated the Lucky Friday unit, a deep underground
silver and lead mine located in the Coeur dAlene Mining District in northern
Idaho. Lucky Friday is one-quarter mile east of Mullan, Idaho, and is adjacent
to U.S. Interstate 90. The principal ore-bearing structure mined at the Lucky
Friday unit through 1997 was the Lucky Friday vein, a fissure vein typical of
many in the Coeur dAlene Mining District. The orebody is located in the Revett
Formation, which is known to provide excellent host rocks for a number of
orebodies in the Coeur dAlene Mining District. The Lucky Friday vein strikes
northeasterly and dips steeply to the south with an average width of six to
seven feet. Its principal ore minerals are galena and tetrahedrite with minor
amounts of sphalerite and chalcopyrite. The ore occurs as a single continuous
orebody in and along the Lucky Friday vein. The major part of the orebody has
extended from the 1,200-foot level to and below the 6,020-foot level.
During
1991, we discovered several mineralized structures containing some high-grade
silver ores in an area known as the Gold Hunter property, approximately 5,000
feet northwest of the then existing Lucky Friday workings. This discovery led to
the development of the Gold Hunter property on the 4900 level. We control the
Gold Hunter property under a long-term operating agreement expiring in February
2018 and renewable thereafter, that entitles us, as operator, to an 81.48%
interest in the net profits from operations from the Gold Hunter property. We
will be obligated to pay a royalty of 18.58% after we have recouped our costs to
explore and develop the property. As of December 31, 2004, unrecouped costs
totaled approximately $36.4 million.
All of our commitments related to exercise of the operating agreement have been
met.
The
principal mining method at the Lucky Friday unit is ramp access, cut and fill.
This method utilizes rubber-tired equipment to access the veins through ramps
developed outside of the orebody. Once a cut is taken along the strike of the
vein, it is backfilled with cemented tailings and the next cut is accessed,
either above or below, from the ramp system.
The ore
produced from Lucky Friday is processed in a 1,100-ton-per-day conventional
flotation mill. In 2004, ore was processed at a rate of approximately 456 tons
per day. The flotation process produces both a silver-lead concentrate and a
zinc concentrate. During 2004, mill recovery totaled approximately 93% silver,
93% lead and 76% zinc. All silver-lead and zinc concentrate production during
2004 was shipped to Teck Comincos smelter in Trail, British Columbia, Canada.
In the
fourth quarter of 2000, due to continuing low silver and lead prices, our
management and board of directors deferred the decision to approve additional
capital expenditures, which were needed to develop the next area of the mine,
and recorded an adjustment of $31.2 million to reduce the carrying value of
Lucky Fridays, property, plant and equipment. In December 2003, our management
and board of directors approved the additional capital expenditures necessary to
develop the 5900 level of the Gold Hunter deposit, at that time expected to cost
approximately $8.0 million. It was anticipated this development would take
approximately 18 months, at which time Lucky Friday would resume producing near
capacity. Production during 2004 from below the 4900 level, coupled with results
from a diamond drilling campaign, resulted in an extension to the economic
limits of the orebody. As a result of this extension, the decision was made by
management and the board of directors to increase the scope of the development
project to include additional mining opportunities, resulting in a total
anticipated cost of $11.0 million.
Opportunities
to improve concentrate grade and metal recoveries in the processing plant, as
well as sustaining infrastructure upgrades, were identified during 2004. As a
result management proposed, and the board of directors approved, capital
improvements totaling $3.3 million to be completed in 2005.
Information
with respect to the Lucky Friday units production, average cost per ounce of
silver produced and proven and probable ore reserves for the past three years is
set forth in the table below:
|
|
Years
Ended December 31, |
|
Production |
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Ore
milled (tons) |
|
|
166,866 |
|
|
151,991 |
|
|
159,651 |
|
Silver
(ounces) |
|
|
2,032,143 |
|
|
2,251,486 |
|
|
2,004,404 |
|
Gold
(ounces) |
|
|
236 |
|
|
239 |
|
|
206 |
|
Lead
(tons) |
|
|
12,174 |
|
|
12,935 |
|
|
10,091 |
|
Zinc
(tons) |
|
|
2,995 |
|
|
2,532 |
|
|
2,259 |
|
Average
Cost per Ounce of
Silver Produced (1,2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
operating costs |
|
$ |
5.12 |
|
$ |
4.86 |
|
$ |
4.97 |
|
Total
cash costs |
|
$ |
5.12 |
|
$ |
4.86 |
|
$ |
4.97 |
|
Total
production costs |
|
$ |
5.17 |
|
$ |
4.88 |
|
$ |
5.49 |
|
Proven
and Probable Ore
Reserves (3,4,5,6) |
|
12/31/04 |
|
12/31/03 |
|
12/31/02 |
|
|
|
|
|
|
|
|
|
Total
tons |
|
|
757,700 |
|
|
659,380 |
|
|
-
- |
|
Silver
(ounces per ton) |
|
|
14.7 |
|
|
15.4 |
|
|
-
- |
|
Lead
(percent) |
|
|
7.9 |
|
|
8.4 |
|
|
-
- |
|
Zinc
(percent) |
|
|
2.4 |
|
|
2.4 |
|
|
-
- |
|
Contained
silver (ounces) |
|
|
11,150,368 |
|
|
10,154,299 |
|
|
-
- |
|
Contained
lead (tons) |
|
|
59,888 |
|
|
55,192 |
|
|
-
- |
|
Contained
zinc (tons) |
|
|
18,047 |
|
|
15,715 |
|
|
-
- |
|
(1) |
Includes
by-product credits from gold, lead and zinc production and are calculated
pursuant to standards of the Gold Institute.
|
(2) |
Cash
costs per ounce of silver or gold represent measurements that management
uses to monitor and evaluate the performance of its mining operations that
are not in accordance with GAAP. We believe cash costs per ounce of silver
or gold provide an indicator of profitability and efficiency at each
location and on a consolidated basis, as well as providing a meaningful
basis to compare our results to those of other mining companies and other
mining operating properties. A reconciliation of this non-GAAP measure to
cost of sales and other direct production costs, the most comparable GAAP
measure, can be found in Item 7 - Managements Discussion and Analysis of
Consolidated Financial Condition and Results of Operations, under
Reconciliation of Total Cash Costs to Costs of Sales and Other Direct
Production Costs. |
(3) |
For
proven and probable ore reserve assumptions and definitions including
metals prices, see Glossary of Certain
Terms. |
(4) |
Reserves
are in-place material that incorporate estimates of the amount of waste
that must be mined along with the ore and expected mining recovery. Mill
recoveries are expected to be 93% for silver, 93% for lead and 76% for
zinc. |
(5) |
The
changes in reserves in 2004 versus 2003 are due to addition of data from
new drill holes and development work together with increases in forecast
metals prices, which has resulted in the addition of new reserves based on
updated resource estimates, partially offset by depletion due to
production. |
(6) |
As
of December 31, 2002, it was determined the Lucky Friday mineralized
material did not meet all the criteria established for disclosure of
reserves by the Securities and Exchange Commissions Industry Guide 7. At
December 31, 2002, the estimated mineralized material included 1,082,000
tons with 13.2 ounces per ton silver, 8.5% lead and 1.7% zinc.
|
Ultimate
reclamation activities contemplated include stabilization of tailings ponds and
waste rock areas. There were no final reclamation activities performed in 2004.
The net
book value of the Lucky Friday unit property and its associated plant and
equipment was approximately $5.9 million as of December 31, 2004. The
construction of the facilities at Lucky Friday range from the 1950s to the late
1990s. The equipment and facilities are in good physical condition. The plant is
maintained by our employees with assistance from outside trade specialists as
required.
At
December 31, 2004, there were 146 employees at the Lucky Friday unit. The United
Steelworkers of America is the bargaining agent for the Lucky Fridays 120
hourly employees. The current labor agreement expires on May 1, 2009; however,
it can be reopened for economic consideration on May 1, 2006. Avista Corporation
supplies electrical power to the Lucky Friday unit.
For a
description of a legal claim involving the Lucky Friday unit, see Note 8 of
Notes to Consolidated Financial Statements.
Exploration
We
conduct our exploration activities from our operating units and review proposals
and results from our headquarters in Coeur dAlene, Idaho. We own or control
patented and unpatented mining claims, fee land, mineral concessions and state
and private leases in the United States, Mexico and Venezuela. Our strategy is
to focus our efforts and resources on expanding our precious metals reserves
through exploration efforts, primarily on properties we already own.
Our
strategy regarding reserve replacement is to concentrate our efforts on: (1)
existing operations where an infrastructure already exists; (2) other properties
presently being developed; (3) advanced-stage exploration properties that have
been identified as having potential for additional discoveries; and (4) grass
roots exploration properties principally in the United States, Mexico and
Venezuela. We intend to focus on low-cost properties and we continuously
evaluate opportunities to acquire additional properties. Exploration
expenditures for the three years ended December 31, 2004, 2003 and 2002
were approximately $16.0 million, $9.6 million and $5.2 million, respectively.
Pre-development expenditures for the three years ended December 31, 2004, 2003
and 2002 were approximately $4.2 million, $1.4 million and $0.7 million,
respectively.
In 2004,
exploration expenditures were higher than previous years, and we expect
exploration expenditures to remain at current levels or increase further in
2005. We intend to continue to explore for additional reserves at, or in the
vicinity of, the San Sebastian unit in Mexico; the La Camorra mine and at Block
B in Venezuela; at the Lucky Friday unit in Idaho; at the Greens Creek unit in
Alaska; and at the Hollister Development Block in Nevada (see the property
description below for further information on the Hollister Development Block).
We estimate that exploration expenditures during 2005 will be in the range of
$13.0 million to $16.0 million, two-thirds of which will be spent in Venezuela
and Mexico. In addition, we anticipate pre-development expenditures to be
between $8.0 million and $10.0 million at the Hollister Development
Block.
In
Mexico, several targets have been identified on the 200 square-mile property
position surrounding the San Sebastian mine. During 2004, drilling to test the
down dip extension of the Francine vein intersected significant base metal and
precious metal-rich sulphide mineralization in a zone now called the Hugh zone.
Additional drilling is planned for 2005 to determine the extent of the sulphide
mineralization and assess the opportunity for commercial development. During
2004, geophysical studies, mapping and geochemical work to the west and
northwest of the San Sebastian mine has outlined a number of targets that will
be drill tested in 2005. Prospecting, geological mapping and geochemical
sampling will be continued in 2005 to locate and prioritize additional targets
on our extensive land holdings at San Sebastian in the Saladillo valley.
In
Venezuela, exploration during 2004 was focused on the Main and Betzy veins at
the La Camorra mine, at Mina Isidora, other targets located on the Block B
concessions and on the Isbelia vein, which lies immediately to the north of the
La Camorra mine. Block B and the other exploration contract areas are all within
trucking distance of the mill at the La Camorra mine. In 2005, additional deep
drilling is planned to test the easterly and down dip extensions of the Main
zone at the La Camorra mine. Further drilling is planned to follow up
mineralized intercepts from previous drilling on the Isbelia vein, and
additional target definition work will be carried out on the exploration
contracts adjacent to the La Camorra concession.
At Block
B, further drilling is planned to evaluate the Twin Shear/Conductora mineralized
zone, which was discovered during 2004. The mineralized zone has a number of ore
grade intercepts in a strongly sheared and altered mineralized zone up to 20
meters wide. The zone has been traced over a strike length of 700 meters down
dip for 350 meters, and is open in all directions. Additional drilling will also
be carried out on the Chile East deposit to follow up on ore grade intercepts
returned from the 2004 exploration drilling. Additional targets have also been
identified from the geological mapping, geophysical surveying and soil
geochemical sampling carried out in 2004. These targets are being prioritized
and a number will be drill tested in 2005.
In 2004,
Greens Creek in Alaska surface exploration continued to evaluate favorable mine
stratigraphy on the property. Drilling was completed on six targets and
geological mapping, geochemical sampling and geophysics continued on other
prospects. Encouraging results were obtained in Lower Zinc Creek where drilling
has returned the first mineralized intercepts outside of the immediate mine
area. In 2004, underground drilling continued to test areas to the south and
west of the known orebodies. Underground drilling to the west of the Gallagher
fault was successful, returning several mineralized intercepts at the favorable
mine contact.
Surface
exploration at the Greens Creek unit during 2005 will include diamond drilling
targeting at least eight different prospects; geochemical soil sampling and
surface geophysics along new gridlines in three prospects; and continued
detailed geologic mapping and sampling of all active prospects. Underground
exploration will be drilling south and west of the current workings and
development drifting to explore for additional reserves south of the 200 South
ore zone, the West Bench and the Deep Lower Southwest ore zones. In addition, a
development drift will be driven across the Gallagher fault to establish a drill
platform to evaluate the new mineralization found to the west of the Gallagher
fault.
Hollister
Development Block
In August
2002, our wholly owned subsidiary, Hecla Ventures Corporation, entered into an
earn-in agreement with Rodeo Creek Gold, Inc., a wholly owned subsidiary of
Great Basin Gold Ltd. (Great Basin), for the exploration, development and
production of Great Basins underground gold property in the Ivanhoe Mining
District of northern Nevada known as the Hollister Development Block
(Hollister). Located on the northwestern extension of the Carlin Trend, the
nearest active mining operations are the Dee mine, located eight miles to the
southeast, and the Ken Snyder mine, located twelve miles to the northwest. The
nearest major population centers are the towns of Battle Mountain, 38 miles to
the southwest; Elko, approximately 47 miles to the southeast; and Winnemucca, 64
miles to the west-southwest.
The
Earn-in Agreement provides Hecla with an option to earn a 50% working interest
in Hollister in return for funding a two-stage, advanced exploration and
development program. We estimate the cost to achieve our 50% interest to be
approximately $21.8 million. Hecla is the manager of the exploration and
development activities. Upon completion of earn-in activities, achieving
successful exploration results, and completion of a favorable feasibility study,
Hecla will be the operator of the property.
Pursuant
to the Earn-in Agreement, we and Great Basin each agreed to issue a series of
warrants to the other party, entitling the parties to purchase one anothers
common stock within two years from the date of issuance of the warrants at
prevailing market prices at such date. In August 2002, we issued a warrant to
purchase 2.0 million shares of our common stock to Great Basin and Great Basin
issued a warrant to purchase 1.0 million shares of its common stock to us. The
warrant to purchase our common stock was exercised by Great Basin in November
2003, in which we received cash proceeds of approximately $7.5 million. In
January 2004, we exercised a portion of our warrant to purchase 1.0 million
shares, by purchasing 250,000 shares of Great Basin common stock. In August
2004, the remaining 750,000 warrants to purchase shares of Great Basin expired
unexercised.
The Earn
in Agreement obligates us to issue: (i) a warrant to Great Basin, entitling it
to purchase an additional 1.0 million shares of our common stock, exercisable at
the then market value of our common stock on the date of issuance, if and when
we decide to commence certain development activities; and (ii) an additional
warrant to Great Basin, entitling it to purchase 1.0 million shares of our
common stock, exercisable at the then market value of our common stock on the
date of issuance, following completion of such activities, if undertaken. Great
Basin will issue warrants to us, entitling us to purchase 500,000 shares of its
common stock immediately upon receipt of the second and third warrants to
purchase our stock. In addition to the foregoing, we will pay to Great Basin
from our share of commercial production, a sliding scale royalty that is
dependent on the cash operating profit per ounce of gold equivalent
production.
Hollister
is defined by a 6,000-foot by 7,000-foot project boundary (964 acres) within a
larger claim block held by Newmont Mining Corporation and Great Basin Gold. The
area was a producer of mercury around the turn of the 20th century,
and later a producer of gold. The most recent operation was the Hollister mine,
operated from 1990 through 1996, consisting of two open-pit gold mines and an
associated heap-leach facility.
The
underground exploration project consists of approximately 8,200 feet of
underground excavation, including a decline access to the mineralized
structures, crosscuts, diamond drill stations, muck bays and miscellaneous
openings. Approximately 5,000 tons of bulk samples from the different veins
within the system are planned, along with approximately 55,000 feet of diamond
drilling from underground locations. Surface support facilities for the
underground exploration project will be located in the existing east Hollister
pit, thereby limiting most surface disturbance to areas associated with previous
mining activities.
In 2004,
operating permits were secured, culminating with the receipt on May 7 of the
Notice
to Proceed from the
Bureau of Land Management. Hecla Ventures had previously received, on December
26, 2003, the Water
Pollution Control Permit from the
Nevada Division of Environmental Protection. In total,
32 separate permits and/or authorizations were required from local, state and
federal authorities, most of which were in hand by May 2004. However, site
construction work was delayed until August 20 while agreements for access to the
property were negotiated with Newmont and Great Basin. Approximately $3.7
million was expended for engineering and permitting prior to the start of
construction.
During
the last four months of 2004, work concentrated on constructing the surface
facilities required to support the underground exploration project. Facilities
under construction include the lined waste rock storage facility and integral
water collection sump, the water management ponds and de-silting basins and
installation of temporary offices and services. Hecla crews completed the portal
structure, and the decline advanced nearly 200 feet as of December 31, 2004. At
December 31, 2004, there were 19 employees at Hollister. Total project costs
through December 2004 were approximately $6.1 million.
Plans for
2005 include excavating approximately 6,000 feet of decline, crosscuts, drill
stations and miscellaneous openings. For 2005, approximately 35,000 feet of
diamond drilling is planned from underground platforms. Hecla expects to spend
between $8 million and $10 million in 2005 on exploration activities. The
feasibility study is expected to be completed in July 2006.
For
additional information relating to the Hollister Development Block, see Note 4
of Notes to Consolidated Financial Statements.
Noche
Buena Gold Project - Sonora, Mexico
The Noche
Buena project is 100% owned through our Mexican subsidiary, Minera Hecla, S.A.
de C.V. (Minera Hecla). The project is located in the state of Sonora, Mexico,
44 miles northwest of Caborca. Purchased by Minera Hecla in 1998, there are
1,000 hectares held under concession. An operating permit was received in
2000.
Due to
low gold prices, Noche Buena was placed on care and maintenance in August 1999.
In early 2004, we reviewed the Noche Buena project and initiated an updated
feasibility study. During 2004, Minera Hecla drilled 9,211 meters of core in 86
holes. This was added to an existing database containing results from 12,492
meters of core drilling in 102 holes and 44,826 meters of reverse circulation
drilling in 414 holes. A new geologic interpretation was completed along with an
updated resource model. Other activities in 2004 included collecting samples for
additional column leach tests, engineering studies for an open pit heap-leaching
operation and investigations into updating the existing operating permit. We
plan to complete the updated feasibility study in 2005; however, there can be no
assurance that the project will be developed.
Discontinued
Operations
During
2000, in furtherance of our determination to focus our operations on silver and
gold mining and to raise cash to reduce debt and provide working capital, our
board of directors made the decision to sell our industrial minerals segment. At
that time, our principal industrial minerals assets consisted of ball clay
operations in Kentucky, Tennessee and Mississippi; kaolin operations in South
Carolina and Georgia; feldspar operations in North Carolina; a clay slurry plant
in Monterrey, Mexico; and specialty aggregate operations (primarily scoria) in
southern Colorado. We conducted these operations through four wholly owned
subsidiaries: (1) Kentucky-Tennessee Clay Company, which operated our ball clay
and kaolin divisions; (2) K-T Feldspar Corporation, which operated the feldspar
business; (3) K-T Clay de Mexico, S.A. de C.V., which operated the clay slurry
plant business; and (4) MWCA, Inc., which operated our specialty aggregate
business. Based upon the 2000 decision to sell the industrial minerals segment,
our consolidated financial statements reflect the industrial minerals segment as
a discontinued operation for the year ended December 31, 2002.
In March
2001, we completed a sale of Kentucky-Tennessee Clay Company, K-T Feldspar
Corporation, K-T Clay de Mexico, S.A. de C.V. and certain other minor industrial
minerals companies.
In March
2002, we completed a sale of the pet operations of the Colorado Aggregate
division (CAC) of MWCA. In March 2003, we sold the remaining inventories of
the briquette division of CAC, which represented the remaining portion of our
industrial minerals segment. All activity associated with the former industrial
minerals segment for the year ended December 31, 2003, was considered a
general corporate activity and is presented as other where
appropriate.
For
further information, see Note 17 of Notes to Consolidated Financial
Statements.
Idle
Properties
The
Grouse Creek Mine
The
Grouse Creek gold mine is located in central Idaho, 27 miles southwest of the
town of Challis in the Yankee Fork Mining District. Mining at Grouse Creek began
in late 1994 and ended in April 1997, due to higher-than-expected operating
costs and less-than-expected operating margins, primarily because the ore
occurred in thinner, less continuous structures than had been originally
expected.
Following
completion of mining in the Sunbeam pit in April 1997, we placed the Grouse
Creek mine on a care and maintenance status. During the care-and-maintenance
period, reclamation was undertaken to prevent degradation of the property.
During 1997, the milling facilities were mothballed and earthwork completed to
contain and control surface waters. In 1998, an engineered cap was constructed
on the waste rock storage facility and modifications were made to the water
treatment facility. In 1999 and 2000, activities included further work on the
waste rock storage facility cover and continued work controlling surface waters.
We
increased the reclamation accrual by $23.0 million in 1999 due to anticipated
changes to the closure plan, including increased dewatering requirements and
other expenditures. The changes to the reclamation plan at Grouse Creek were
necessitated principally by the need to dewater the tailings impoundment rather
than reclaim it as a wetland as originally planned.
In May
2000, we notified state and federal agencies that the Grouse Creek mine would
proceed to a permanent suspension of operations. We signed an agreement with the
State of Idaho and a voluntary administrative order on consent with the U.S.
Forest Service and U.S. Environmental Protection Agency (the agencies) in
which we agreed to dewater the tailings impoundment, complete a water balance
report and monitoring plan for the site and complete certain studies necessary
for closure of the tailings impoundment. The voluntary administrative order on
consent requires that a work plan for final reclamation and closure of the
tailings impoundment be submitted by us no later than one year prior to
estimated completion of the tailings impoundment dewatering, currently
anticipated to be in 2007.
We
increased the reclamation accrual by $10.2 million in 2000 based on updated cost
estimates in accordance with AICPA Statement of Position 96-1 Environmental
Remediation Liabilities, due to the requirements of the administrative order on
consent. During 2001, our activities focused on further containment of surface
and subsurface water along with development of a dewatering plan for the
tailings impoundment.
In May
2003, we received authorization from the agencies to start direct discharge of
tailings impoundment waters. Approximately 307 million
gallons were discharged by the fall of 2004, with the discharge process ongoing
to date. The existing Grouse Creek reclamation plan was approved as part of the
1992 plan of operations, which we are updating through a continuing review
with state and federal agencies to reflect current conditions. In September
2003, we recorded a further adjustment of $6.8 million based on this updated
15-year reclamation and closure plan currently being reviewed by the agencies.
Since the
completion of the 2003 cost estimate, which assumed an optimization of the
dewatering program to complete dewatering in 2006, two previously unknown
constraints have influenced the dewatering program. These constraints are: 1)
drought conditions have reduced base flows in the Yankee Fork such that our
discharge rate is 150 gpm instead of 300 to 600 gpm as planned in our original
dewatering estimates; and 2) the federal agencies have mandated more stringent
effluent limits for copper and cadmium
(2002 National Water Quality Criteria).
The
effects of these constraints add two years to the dewatering schedule, which was
submitted to the agencies, forcing completion of pond dewatering to August 2009.
However, the dewatering program can be managed by accelerating the discharge by
use of a 1,200 gpm discharge during the high flow seasons of 2005, 2006 and
2007, which would allow the tailings impoundment to be dewatered in the summer
of 2007. As a
result of the factors, we increased the accrual for future reclamation by $2.9
million in 2004.
As of
December 31, 2004, the reclamation and closure cost accrual for the Grouse
Creek mine totaled $31.7 million.
The
Republic Mine
The
Republic gold mine is located in the Republic Mining District near Republic,
Washington. In February 1995, we completed operations at the Republic mine and
have been conducting reclamation work in connection with the mine and mill
closure. In August 1995, we entered into an agreement with Newmont Gold Company
(successor to Santa Fe Pacific Gold Corp.) to explore and develop the Golden
Eagle deposit on the Republic mine property. Kinross Gold Corporation (formerly
Echo Bay Mines Ltd.) acquired Newmonts interest in 2000 and conducted a limited
exploration program on the project, until December 2004, when Kinross terminated
the agreement.
The
remaining net book value of the Republic mine property and its associated plant
and equipment was approximately
$0.4 million
as of December 31, 2004. At December 31, 2004, the accrued reclamation and
closure costs balance totaled $2.6 million. Reclamation and closure efforts will
continue in 2005.
Item
3. Legal
Proceedings
For a
discussion on our legal proceedings, see Note 8 of Notes to Consolidated
Financial Statements and Item 1. Business Item 2. Properties--Risk Factors--Our
foreign operations, including our operations in Venezuela and Mexico, are
subject to additional inherent risk.
Item
4. Submission
of Matters to a Vote of Security Holders
No
matters were submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the quarter ended December 31,
2004.
Executive
Officers of the Registrant
Reference
is made to the information set forth in Part III, Item 10 of this Form 10-K,
which is incorporated by reference into this
Part I.
Part
II
Item
5. Market
Price of and Dividends on the Registrants Common Equity and Related Stockholder
Matters
|
(a) |
(i) |
Shares
of our common stock are traded on the New York Stock Exchange, Inc.
|
|
|
(ii) |
Our
common stock quarterly high and low sale prices, based on the New York
Stock Exchange composite transactions as reported by NYSEnet.com, for the
past two years were as follows: |
|
|
First |
|
Second |
|
Third |
|
Fourth |
|
|
|
Quarter |
|
Quarter |
|
Quarter |
|
Quarter |
|
2004
- High |
|
$ |
9.31 |
|
$ |
8.55 |
|
$ |
7.48 |
|
$ |
7.50 |
|
-
Low |
|
$ |
7.10 |
|
$ |
5.00 |
|
$ |
4.83 |
|
$ |
5.30 |
|
2003
- High |
|
$ |
5.86 |
|
$ |
4.34 |
|
$ |
7.11 |
|
$ |
8.72 |
|
-
Low |
|
$ |
2.60 |
|
$ |
2.90 |
|
$ |
4.20 |
|
$ |
4.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
As
of February 28, 2005, there were 7,811 shareholders of record of the
Common Stock. |
|
(c) |
We
have not declared or paid any cash dividends on our common stock for
several years and do not anticipate paying any such cash dividends in the
foreseeable future. We are currently restricted from paying dividends on
our common stock or repurchasing common stock until such time as we have
paid the cumulative dividends on our Series B preferred stock. At December
31, 2004, the cumulative dividend for the preferred stock was $2.3
million. On January 3, 2005, the company paid the regularly scheduled
dividend on outstanding preferred stock and dividends were approved for
the first quarter of 2005, payable April 1, 2005. Dividends were not paid
for the prior 17 quarters and remain
unpaid. |
|
(d) |
On
August 2, 2002, through our wholly owned subsidiary Hecla Ventures
Corporation, we entered into an earn-in agreement with Rodeo Creek Gold,
Inc., a wholly owned subsidiary of Great Basin Gold Ltd. (Great Basin).
Pursuant to the agreement, Great Basin was issued a warrant to purchase
2,000,000 shares of our common stock as of the date of execution of the
Earn-in Agreement, which was exercised during 2003 at a price of $3.73 per
share. Neither the warrant nor the underlying common stock was registered
under the Securities Act of 1933 pursuant to Section 4(2) of such Act. In
the event that we elect to conduct certain development activities, Great
Basin will receive an additional warrant to purchase 1,000,000 shares of
common stock, at the then market value, and, upon completion of
development activities, Great Basin will receive a final warrant to
purchase 1,000,000 shares of our common stock at the then market
value. |
On June
13, 2002, we offered holders of our Series B preferred stock the opportunity to
exchange each of their preferred shares for seven shares of our common stock.
The shares exchanged were not registered with the Securities and Exchange
Commission under the Securities Act of 1933 in reliance on the exemption
provided by Section 3(a)(9). As a result of the completed exchange offer,
1,546,598 shares, or 67.2%, of the total number of preferred shares previously
outstanding (2.3 million), were validly tendered and exchanged for 10,826,186
shares of common stock.
As a
result of the 2002 exchange offer, previously undeclared and unpaid preferred
stock dividends of $11.2 million were eliminated. During the third quarter of
2002, we incurred a non-cash dividend charge of approximately $17.6 million,
which represented the difference between the value of the common stock issued in
the exchange offer and the value of the shares of common stock that would have
been issued if the shares of preferred stock received in the exchange offer had
been converted into common pursuant to their terms. The non-cash dividend charge
had no impact on our total shareholders equity.
During
the fourth quarter of 2003, we entered into privately negotiated exchange
agreements with holders of approximately 38% of our then outstanding Series B
preferred stock in exchange for shares of common stock. A total of 287,975
shares of the total number of Series B preferred shares were exchanged into
2,181,630 shares of our common stock at exchange ratios ranging from 7.4 to 7.6
shares of common stock per share of preferred stock. The shares exchanged were
not registered with the Securities and Exchange Commission under the Securities
Act of 1933 in reliance on the exemption provided by Section 3(a)(9). During the
fourth quarter of 2003, we incurred a non-cash dividend of approximately $9.6
million related to the exchanges, which represent the difference between the
value of the common stock issued and the value of the shares of common stock
that would have been issued if the shares of the preferred stock had been
converted into common pursuant to their terms. Similar to the July 2002
exchange, the non-cash dividend had no impact on our total shareholders equity.
As a result of the exchanges, the total of preferred dividends was $12.2 million
for the year ended December 31, 2003. Also during 2003, a total of 650 shares of
Series B preferred stock were converted into 2,089 shares of our common stock at
the election of the stockholders.
On
January 9, 2004, we announced an exchange offer for the 464,777 remaining
outstanding shares of our preferred stock at an exchange rate equal to $66.00,
divided by the volume-weighted average of the reported sales price on the New
York Stock Exchange of our common stock for the five trading days ending at the
close of the second trading day prior to the expiration date of the exchange
offer (not to exceed 8.25 common shares). On February 18, 2004, the exchange
rate was set at 7.94 common shares for each share of preferred stock. As a
result of this exchange offer, 273,961 shares of preferred stock were exchanged
for 2,175,237 shares of common stock. The shares exchanged were not registered
with the Securities and Exchange Commission under the Securities Act of 1933 in
reliance on the exemption provided by Section 3(a)(9). The completed exchange
offer eliminated $3.4 million in past accumulated dividends on the preferred
stock. As a result of this exchange offer, we recorded a non-cash dividend of
$9.6 million during the first quarter of 2004.
During
March 2004, we entered into privately negotiated exchange agreements with
holders of 33,000 shares of preferred stock to exchange such shares for shares
of common stock. A total of 33,000 preferred shares were exchanged for 260,861
common shares as a result of the privately negotiated exchange agreements.
The
shares exchanged were not registered with the Securities and Exchange Commission
under the Securities Act of 1933 in reliance on the exemption provided by
Section 3(a)(9). During
the first quarter, we incurred an additional non-cash dividend of approximately
$1.3 million related to the exchanges, which represents the
difference between the value of the common stock issued in the exchange
transactions and the value of the shares of common stock that would have been
issued if the shares of the preferred stock had been converted into common stock
pursuant to their original conversion terms.
(e) |
The
following table provides information as of December 31, 2004, regarding
our compensation plans under which equity securities are authorized for
issuance: |
|
|
Number
of Securities To |
|
Weighted-Average
|
|
Number
of Securities |
|
|
|
Be
Issued Upon Exercise |
|
Exercise
Price |
|
Remaining
Available For |
|
|
|
of
Outstanding Options, |
|
of
Outstanding Options, |
|
Future
Issuance Under |
|
|
|
Warrants
and Rights |
|
Warrants
and Rights |
|
Equity
Compensation Plans |
|
Equity Compensation Plans Approved by Security Holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1987
and 1995 Stock Incentive Plans |
|
|
2,412,668 |
|
$ |
5.37 |
|
|
5,071,360
|
|
Stock
Plan for Nonemployee Directors |
|
|
111,884 |
|
|
N/A |
|
|
843,946
|
|
Key
Employee Deferred Compensation Plan (1) |
|
|
798,672 |
|
$ |
5.46 |
|
|
5,149,728 |
|
|
|
|
|
|
|
|
|
|
|
|
Equity Compensation Plans Not Approved by Security Holders
|
|
|
- -
|
|
|
- -
|
|
|
-
- |
|
Total |
|
|
3,323,224 |
|
$ |
5.39 |
|
|
11,065,034 |
|
(1) |
The
number of securities to be issued include 254,325 shares. The issuance of
68,825 shares requires no future service or payment of any exercise price.
The balance of 185,500 shares will vest over a service
period. |
See Notes
9 and 10 of Notes to Consolidated Financial Statements for information regarding
the above plans.
Item
6. |
|
Selected
Financial Data |
The
following table (in thousands except per share amounts, common shares issued,
shareholders of record, and employees) sets forth selected historical
consolidated financial data as of and for each of the years ended December 31,
2000 through 2004, and is derived from our audited financial statements. The
data set forth below should be read in conjunction with, and is qualified in its
entirety by, our Consolidated Financial Statements.
|
|
2004
|
|
2003
(1) |
|
2002 |
|
2001 |
|
2000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
of products |
|
$ |
130,826 |
|
$ |
116,353 |
|
$ |
105,700 |
|
$ |
85,247 |
|
$ |
75,850 |
|
Income
(loss) from continuing operations before
cumulative |
|
|
|
|
|
|
|
|
|
|
|
effect
of change in accounting principle (1) |
|
$ |
(6,134 |
) |
$ |
(7,088 |
) |
$ |
10,863 |
|
$ |
(9,582 |
) |
$ |
(84,847 |
) |
Income
(loss) from discontinued operations (2) |
|
|
-
- |
|
|
-- |
|
|
(2,224 |
) |
|
11,922 |
|
|
1,529 |
|
Net
income (loss) |
|
|
(6,134 |
) |
|
(6,016 |
) |
|
8,639 |
|
|
2,340 |
|
|
(83,965 |
) |
Preferred
stock dividends (3) |
|
|
(11,602 |
) |
|
(12,154 |
) |
|
(23,253 |
) |
|
(8,050 |
) |
|
(8,050 |
) |
Loss
applicable to common shareholders (3) |
|
$ |
(17,736 |
) |
$ |
(18,170 |
) |
$ |
(14,614 |
) |
$ |
(5,710 |
) |
$ |
(92,015 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from continuing operations per common share (1) |
|
$ |
(0.15 |
) |
$ |
(0.16 |
) |
$ |
(0.15 |
) |
$ |
(0.25 |
) |
$ |
(1.39 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per common share |
|
$ |
(0.15 |
) |
$ |
(0.16 |
) |
$ |
(0.18 |
) |
$ |
(0.08 |
) |
$ |
(1.38 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets |
|
$ |
279,448 |
|
$ |
278,195 |
|
$ |
160,141 |
|
$ |
153,116 |
|
$ |
194,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
reclamation & closure costs |
|
$ |
75,188 |
|
$ |
70,632 |
|
$ |
49,723 |
|
$ |
52,481 |
|
$ |
58,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent
portion of debt |
|
$ |
-
- |
|
$ |
2,341 |
|
$ |
4,657 |
|
$ |
11,948 |
|
$ |
10,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
dividends paid per common share |
|
$ |
-
- |
|
$ |
-
- |
|
$ |
-
- |
|
$ |
-
- |
|
$ |
-- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
dividends paid per preferred share (3) |
|
$ |
-
- |
|
$ |
-
- |
|
$ |
-
- |
|
$ |
-- |
|
$ |
1.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares issued |
|
|
118,350,861 |
|
|
115,543,695 |
|
|
86,187,468 |
|
|
73,068,796 |
|
|
66,859,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders
of record |
|
|
7,853 |
|
|
8,203 |
|
|
8,584 |
|
|
8,926 |
|
|
9,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees |
|
|
1,417 |
|
|
1,074 |
|
|
720 |
|
|
701 |
|
|
1,195 |
|
(1) |
On
January 1, 2003, we adopted SFAS No. 143 Accounting for Asset Retirement
Obligations, which resulted in a positive cumulative effect of a change
in accounting principle of $1.1 million. 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. SFAS No. 143 requires us to record
a liability for the present value of an estimated environmental
remediation cost and the related asset created with it.
|
(2) |
During
2000, in furtherance of our determination to focus our operations on
silver and gold mining and to raise cash to reduce debt and provide
working capital, our board of directors made the decision to sell our
industrial minerals segment. As such, the industrial minerals segment has
been recorded as a discontinued operation as of and for each of the three
years in the period ended December 31, 2002. The balance sheets for
December 31, 2001 and 2000 have been reclassified to reflect the net
assets of the industrial minerals segment as a discontinued
operation. |
During
the years ended December 31, 2004, 2003 and 2002, we entered into various
agreements to acquire Series B preferred stock in exchange for newly issued
shares of common stock as follows:
|
|
Year
Ended December 31, |
|
|
|
2004 |
|
2003 |
|
2002 |
|
Number
of shares of Series B preferred stock exchanged for shares of common
stock |
|
|
306,961 |
|
|
288,625 |
|
|
1,546,598 |
|
Number
of shares of common stock issued |
|
|
2,436,098 |
|
|
2,183,719 |
|
|
10,826,186 |
|
Non-cash
preferred stock dividend incurred in exchange (millions of dollars)
(a) |
|
$ |
10.9 |
|
$ |
9.6 |
|
$ |
17.6 |
|
(a) |
The
non-cash dividend represents the difference between the value of the
common stock issued in the exchange offer and the value of the shares that
were issuable under the stated conversion terms of the Series B preferred
stock. The non-cash dividend had no impact on our total shareholders
equity as the offset was an increase in common stock and
surplus. |
(3) |
As
of December 31, 2004, we have not declared or paid $2.3 million of Series
B preferred stock dividends. As the dividends are cumulative, they
continue to be reported in determining the income (loss) applicable to
common stockholders, but are excluded in the amount reported as cash
dividends paid per preferred share.
|
Item
7. |
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations |
The
following discussion and analysis should be read in conjunction with the
Selected Financial Data and the Consolidated Financial Statements and the
related Notes thereto.
Overview
Hecla
Mining Company is a precious metals company engaged in the exploration,
development, mining and processing of silver, gold, lead and zinc primarily in
the United States, Mexico and Venezuela. We generate revenues, income and cash
flows from the sale of silver, gold, lead and zinc. As a result, our earnings
are directly related to the prices of these metals. The year 2004 ended with
prices higher than in 2003 and exhibited wide variability throughout the year
due to numerous factors beyond our control.
2004
Price |
|
High |
|
Low |
|
Average |
|
Gold,
per ounce |
|
$ |
454 |
|
$ |
375 |
|
$ |
409 |
|
Silver,
per ounce |
|
$ |
8.29 |
|
$ |
5.50 |
|
$ |
6.69 |
|
Lead,
per tonne |
|
$ |
1,040 |
|
$ |
690 |
|
$ |
960 |
|
Zinc,
per tonne |
|
$ |
1,260 |
|
$ |
940 |
|
$ |
1,110 |
|
In the
event these metals prices decline, our results will be adversely affected.
Although we feel our strong balance sheet and low-cost properties will allow us
to continue to be successful even in the event of moderate metals price
declines, no assurance can be given that we will continue to be successful.
We manage
the company on the basis of production from our operating units, which in 2004
included three segments:
|
· |
The
United States segment - silver operations |
o |
The
Lucky Friday unit in Idaho (metal
concentrates) |
o |
The
Greens Creek unit in Alaska (metal concentrates and
doré) |
|
· |
The
Mexico segment - silver operation |
o |
The
San Sebastian unit (doré and
precipitate) |
|
· |
The
Venezuela segment - gold operation |
o |
The
La Camorra unit (doré) |
We
produce metal concentrates and precipitates, which we sell to custom smelters on
contract, and unrefined gold and silver bullion bars (doré), which are further
refined before sale to metals traders.
We
maintained our position in 2004 as the lowest-cost primary silver producer and
one of the lowest-cost gold producers in the industry. Our Venezuela segment saw
continued strong gold production at 102% of its 2003 level. Silver production
from our United States segment declined by 14% from its record 2003 level, while
maintaining silver cash costs per ounce within 6% of 2003 levels. Our Mexico
segment, which was negatively impacted by a continuing strike at the Velardeña
milling facility for most of the fourth quarter, experienced a 50% decline in
silver production from 2003 to 2004, with rising cash costs attributable to
alterations in the mine plan due to entry into the final year of mine
life.
During
2004, we believe that we continued to lay the foundation for long-term growth of
our operations through significant investments in exploration, development, and
strengthening of our land positions. Our focus in 2005 is to continue progress
on major capital projects already under way, exploration and development of new
and existing targets, and low-cost production, all of which should help build
our resource base and help maintain our low costs in the long term. Our strategy
consists of the following:
|
· |
Maintaining
our production and cost profile; |
|
· |
Significantly
increasing our proven and probable reserves via investment in exploration
and acquisitions; |
|
· |
Positioning
the company to double our silver and gold
production; |
|
· |
Maintaining
our financial strength; and |
|
· |
Focusing
on silver and gold assets and
production. |
Our
balance sheet retained a strong position in 2004 with no debt and a current
ratio of 3.5 to 1 as of December 31, 2004. Our cash, cash equivalents, and
short-term investments decreased by $42.6 million as we utilized $61.5 million
in 2004 for investment in exploration, pre-development, and capital facilities
designed to build our profile of what we believe will be long-term, low-cost
operations. Our commitment to exploration and pre-development resulted in a
decrease of $12.7 million in operating cash flow, from $26.0 million in 2003 to
$13.3 million in 2004.
One of
the risks we face is that our mines have a relatively small amount of proven and
probable reserves, primarily because we have low volume, underground operations.
Throughout our century-plus history, that has always been the case and is likely
to be so in the future. Our strategy to increase production and expand our
proven and probable reserves is to focus on development and exploration at, or
in the vicinity of, our currently owned properties, as well as potential future
acquisitions. We committed more resources to exploration and pre-development in
2004 than at any time in our history, and in 2005 will
continue our investment in our future to strive to achieve our production
goals.
In
January 2005, we signed a letter of intent to acquire the Guariche gold project
in Venezuela, which would more than double our land position in that country.
Completion of the acquisition is subject to a number of conditions, and as such,
there can be no assurance that the acquisition will be completed. For additional
information, see Note 4 of Notes to Consolidated Financial
Statements.
We
continue to face risks associated with environmental litigation and ongoing
reclamation activities. During the third quarter of 2004, we recorded a $5.6
million accrual for past response costs within the Coeur dAlene Basin area in
Idaho, in addition to the $16.0 million accrued in 2003, and $2.9 million for
future expenditures at the Grouse Creek mine in central Idaho. In the Coeur
dAlene Basin litigation, we estimate that the range of our potential liability
is $23.6 million to $72.0 million and we have accrued the minimum amount in
accordance with GAAP, as we believe there is no amount within the range that is
more probable. The Coeur dAlene Basin area is a litigation matter involving
multiple trial phases, and it is reasonably possible that our estimate of our
liability may change in the future depending on the outcome of the second phase
of the trial surrounding this matter. We will continue to manage and prepare for
this matter, although the ultimate outcome is not known at this time. For more
information, see Note 8 of Notes to Consolidated Financial
Statements.
In
February 2004, we reduced the number of Series B preferred shares outstanding by
273,961 shares, or 58.9%, pursuant to an exchange offer. This exchange offer
allowed participating shareholders to receive 7.94 shares of common stock for
each preferred share exchanged, which resulted in the issuance of a total of
2,175,237 common shares. During March 2004, we entered into privately negotiated
exchange agreements with holders of approximately 17% of the then outstanding
preferred stock (190,816 preferred shares) to exchange such shares for shares of
common stock. A total of 33,000 preferred shares were exchanged for 260,861
common shares as a result of the privately negotiated exchange agreements. As of
December 31, 2004, a total of 157,816 shares of preferred stock remain issued
and outstanding.
The
following table displays our actual silver and gold production (in thousand
ounces) by operation for the years ended December 31, 2004, 2003 and 2002, and
projected
silver and gold production for the year ending December 31, 2005. See Special
Note on Forward-Looking Statements and Item 1. Business and Item 2. Properties
- - Operating Properties - The La Camorra Unit.
|
|
Projected |
|
Actual |
|
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
Silver
ounce production: |
|
|
|
|
|
|
|
|
|
San
Sebastian unit (1) |
|
|
1,200 |
|
|
2,042 |
|
|
4,085 |
|
|
3,432 |
|
Greens
Creek unit (2) |
|
|
2,800 |
|
|
2,887 |
|
|
3,481 |
|
|
3,245 |
|
Lucky
Friday unit |
|
|
3,000 |
|
|
2,032 |
|
|
2,251 |
|
|
2,004 |
|
Total
silver ounces |
|
|
7,000 |
|
|
6,961 |
|
|
9,817 |
|
|
8,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold
ounce production: |
|
|
|
|
|
|
|
|
|
|
|
|
|
La
Camorra unit |
|
|
140 |
|
|
130 |
|
|
127 |
|
|
167 |
|
San
Sebastian unit (1) |
|
|
27 |
|
|
34 |
|
|
48 |
|
|
42 |
|
Greens
Creek unit (2) |
|
|
23 |
|
|
26 |
|
|
29 |
|
|
31 |
|
Total
gold ounces |
|
|
190 |
|
|
190 |
|
|
204 |
|
|
240 |
|
(1) |
Our
mill that processes ore from our San Sebastian mine has experienced a
strike by employees since mid-October 2004, which has continued into 2005.
The production estimates for San Sebastian assume that a timely,
satisfactory resolution to the strike can be reached in 2005. The mine
plan for San Sebastian estimates that mining will cease in the middle of
2005. |
(2) |
Reflects
our 29.73% portion. |
Total
cash and total production costs, and average metals prices were as
follows:
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Average
costs per ounce of silver produced: |
|
|
|
|
|
|
|
Total
cash costs per ounce ($/oz.) (1,3) |
|
|
2.02 |
|
|
1.43 |
|
|
2.25 |
|
Total
production costs per ounce ($/oz.) (1,3) |
|
|
3.57 |
|
|
2.70 |
|
|
3.68 |
|
|
|
|
|
|
|
|
|
|
|
|
Average
costs per ounce of gold produced: |
|
|
|
|
|
|
|
|
|
|
Total
cash costs per ounce ($/oz.) (2,3) |
|
|
180 |
|
|
154 |
|
|
137 |
|
Total
production costs per ounce ($/oz.) (2,3) |
|
|
271 |
|
|
222 |
|
|
206 |
|
|
|
|
|
|
|
|
|
|
|
|
Average
Metals Prices: |
|
|
|
|
|
|
|
|
|
|
Silver-Handy
& Harman ($/oz.) |
|
|
6.69 |
|
|
4.91 |
|
|
4.63 |
|
Gold-Realized
($/oz.) |
|
|
379 |
|
|
339 |
|
|
303 |
|
Gold-London
Final ($/oz.) |
|
|
409 |
|
|
364 |
|
|
310 |
|
Lead-LME
Cash ($/pound) |
|
|
0.402 |
|
|
0.234 |
|
|
0.205 |
|
Zinc-LME
Cash ($/pound) |
|
|
0.475 |
|
|
0.375 |
|
|
0.353 |
|
(1) |
The
higher costs per silver ounce during 2004 compared to 2003
are due in part to lower grades affecting production at all three silver
operations and greater depth of mining at the Lucky Friday mine which
increased costs, partly offset by significant by-product credits from an
increased gold price and base metals prices. Strike-related costs
associated with our mill in Mexico totaling $777,000, have been excluded
from silver costs per ounce. Our costs per ounce amounts are calculated
pursuant to standards of the Gold
Institute. |
(2) |
Costs
per ounce of gold are based on the gold produced from our gold operating
properties only. Gold produced from San Sebastian and Greens Creek is
treated as a by-product credit in calculating silver costs per ounce. Gold
produced from ores purchased from third parties is treated as a by-product
credit in calculating gold costs per
ounce. |
(3) |
Cash
costs per ounce of silver or gold represent measurements that management
uses to monitor and evaluate the performance of its mining operations that
are not in accordance with GAAP. We believe cash costs per ounce of silver
or gold provide an indicator of cash flow generation at each location and
on a consolidated basis, as well as providing a meaningful basis to
compare our results to those of other mining companies and other mining
operating properties. A reconciliation of this non-GAAP measure to cost of
sales and other direct production costs, the most comparable GAAP measure,
can be found below under Reconciliation of Total Cash Costs (non-GAAP) to
Costs of Sales and Other Direct Production Costs
(GAAP). |
Results
of Operations
2004
Compared to 2003
For the
year ended December 31, 2004, we reported a net loss of approximately $6.1
million, compared to a net loss of approximately $6.0 million in 2003. Although
the net losses for 2004 and 2003 were similar, 2004 was positively impacted by
improved metals prices and lower accruals for future environmental and
reclamation expenditures, offset by decreased production and higher exploration
and pre-development costs.
For the
years ended December 31, 2004 and 2003, we recorded losses applicable to common
shareholders of approximately $17.7 million ($0.15 per common share) and $18.2
million ($0.16 per common share), respectively. Included in the losses were
preferred stock dividends of $11.6 million and $12.2 million, respectively. The
2004 and 2003 dividends included non-cash charges of approximately $10.9 million
and $9.6 million, respectively, related to exchanges of preferred stock for
common stock. In December 2004, our board of directors declared an $0.875 per
share dividend payable January 3, 2005, on the remaining 157,816 outstanding
shares of preferred stock. In order to preserve cash for exploration, capital
and potential acquisition opportunities, we have not paid past dividends
totaling approximately $2.3 million. For more information, see Note 10 of Notes
to Consolidated Financial Statements.
The
Mexico Segment
For the
year ended December 31, 2004, the San Sebastian unit, located in the State of
Durango, Mexico, reported sales of $30.2 million, compared to $35.0 million in
2003, and income from operations of $3.6 million in 2004, compared to $11.9
million in 2003. The decreases are primarily due to a 50% and 30% decrease in
silver and gold production, respectively, resulting from significantly lower
silver and gold ore grades and a strike at the processing mill which impacted
production from October 2004 through the end of the year, offset by higher
average metals prices. Cost of sales and other direct production costs as a
percentage of sales from products increased to 50.7% in 2004, from 43.2% in
2003, primarily due to decreased sales during 2004, and higher mining and
processing costs attributable to changes in the nature of the orebody.
The grade
of silver ore at San Sebastian decreased to approximately 18 ounces per ton
during 2004 as compared to 29 ounces per ton during 2003. San Sebastian had an
average grade of 0.29 ounce of gold per ton during 2004 and an average grade of
0.35 ounce of gold per ton during 2003. Along with a 15% decrease in tons milled
due to a strike at the Velardeña mill where we process our ore from the San
Sebastian mine, in the fourth quarter of 2004, the decreases in ore grade
decreased silver production to 2.0 million ounces during 2004 when compared with
4.1 million ounces produced in 2003, while gold production decreased to
approximately 34,000 ounces in 2004, compared to approximately 48,000 ounces
produced in 2003. We are currently mining the end of the known resources on the
Francine and Don Sergio veins at the San Sebastian mine, and we anticipate that
the productive capacity of these veins will be exhausted near the middle of
2005. Production will cease at this mine until new areas are identified and
developed. Silver
and gold production at San Sebastian are estimated to be approximately 1.2
million ounces and 27,000 ounces, respectively, for the year ending
December 31, 2005, assuming a successful resolution of the current strike
at the processing plant.
The total
cash cost per silver ounce at San Sebastian increased during 2004 to $0.21, from
a negative $0.25 during 2003. Because we consider gold to be a by-product of our
silver production, it offset the increase in average total costs during the
comparable periods due primarily to a higher average gold price than in 2003.
For the years ended December 31, 2004 and 2003, gold by-product credits were
approximately $6.61 per silver ounce and $4.25 per silver ounce, respectively.
The
United States Segment
Greens
Creek
The
Greens Creek unit, a 29.73%-owned joint-venture arrangement with Kennecott
Greens Creek Mining Company located on Admiralty Island, near Juneau, Alaska,
reported sales of $34.2 million for our account during 2004, as compared to
$29.1 million during 2003, and income from operations of $9.1 million in 2004,
compared to $4.2 million in 2003. The improved results were driven by higher
average metals prices and a 3% increase in tons milled, while ore grades for all
metals declined. Production totaled approximately 2.9 million silver ounces in
2004, or approximately 0.6 million (or 17%) fewer ounces than 2003. In addition,
gold, lead and zinc production declined from 2003 levels by 13%, 11% and 1%,
respectively. Cost of sales and other direct production costs as a percentage of
sales from products decreased to 51.1% in 2004, from 55.4% in 2003, primarily
due to increases in gold, silver, lead and zinc prices during 2004, all of which
contributed to increased revenues.
Ore
grades declined during 2004 when compared to 2003, with approximately 17 and 20
ounces of silver per ton, respectively, and approximately 0.16 ounce of gold per
ton in 2004 compared to 0.19 ounce of gold per ton in 2003.
The total
cash costs per silver ounce decreased by approximately 4%, to $1.13 per silver
ounce during 2004, from $1.18 per silver ounce during 2003. The decrease in
costs per ounce are primarily due to the increased by-product credits primarily
from higher average gold, silver and base metals prices during 2004.
For the
year ending December 31, 2005, we forecast production to total approximately 2.8
million silver ounces, 23,000 gold ounces , and 6,900 tons of lead, and 21,000
tons of zinc.
Lucky
Friday
The Lucky
Friday unit, located in northern Idaho and a producing mine for Hecla since
1958, reported sales of approximately $18.5 million during 2004, compared to
$12.6 million during 2003, and income from operations of $3.2 million in 2004,
compared to $0.1 million in 2003. The increase in both sales and income from
operations during 2004 over 2003 is due to an increase in silver and base metals
prices. Tons milled increased by 10%, however the silver ore grade declined by
17% as compared to the 2003 period. As a result, production of silver totaled
approximately 2.0 million ounces compared to production in 2003 of approximately
2.3 million ounces.
Cost of
sales and other direct production costs as a percentage of sales from products
decreased to 79.8% in 2004, from 97.7% in 2003, primarily due to the increase in
sales, offset by increased costs for personnel and mining at greater
depth. Development
continues on the 5900 level of the Gold Hunter deposit, which advanced
approximately 4,025 feet during 2004, or about two-thirds of the way to the
orebody. Full production on the new level is expected to begin in early
2006.
Due
primarily to increases in operating costs and longer ore haulage, partially
offset by higher prices for lead and zinc by-products, the total cash costs per
silver ounce for 2004 increased to $5.12, compared to $4.86 during 2003.
For the
year ending December 31, 2005, we forecast production from the Lucky Friday mine
to total approximately 3.0 million silver ounces, 16,000 tons of lead and 4,000
tons of zinc.
The
Venezuela Segment
We
currently operate the La Camorra unit, located in the eastern Venezuelan State
of Bolivar, approximately 180 miles southeast of Puerto Ordaz. At the present
time, La Camorra is our sole designated gold operation. The La Camorra unit
consists of the La Camorra mine, a custom milling business, and exploration and
development activities at the Block B property located approximately 70 miles
north-northwest of the La Camorra mine. At the Block B property, we have
commenced development of an additional operating gold property, Mina Isidora,
during 2004.
Sales of
product increased to $47.9 million, or by 22%, during 2004, from sales of $39.2
million in 2003, primarily due to an increase in the realized price of gold,
which increased 12% during 2004. Our realized gold prices per ounce at La
Camorra for 2004 and 2003 were $366 and $329, respectively, compared to the
London Final gold price per ounce of $409 in 2004 and $364 in 2003. Our realized
gold prices were less than the London Final prices due to forward gold sales
commitments at $288 per ounce for a portion of our production. As of December
31, 2004, all of our forward contracts have been delivered.
For the
year ended December 31, 2004, income from operations decreased to $6.7 million,
compared to $10.3 million during 2003, primarily due to increased exploration
expenditures, costs of establishing the new custom milling and Block B business
units in Venezuela and the higher cost of mining at greater depth at the La
Camorra mine, partially offset by the above-mentioned increase in sales. In
order to mine more efficiently at the greater depths of the La Camorra mine, we
are currently constructing a production shaft that is anticipated to be in
service in the second quarter of 2005, which is anticipated to improve the cost
structure at this mine.
During
2004, the La Camorra unit produced approximately 130,000 gold ounces at a total
cash cost of $180 per ounce, compared to approximately 127,000 gold ounces at a
total cash cost of $154 per ounce during 2003. During 2004, the La Camorra unit
produced gold at an average grade of 0.68 ounce of gold per ton, which is
consistent with the grade produced in 2003. Total
gold production for the La Camorra unit, including custom milling and
anticipated production from Mina Isidora, is projected to reach approximately
140,000 ounces for the year ending December 31, 2005.
Cost of
sales and other direct production costs as a percentage of sales from products
increased to 50.0% during 2004, from 42.0% during 2003. We have been able to
maintain a similar cost structure in 2004, within one dollar per ton of 2003
levels, by increasing our volume of tons produced, and also in part due to the
weakening of the Venezuelan currency, the bolivar. As previously discussed
above, the Venezuelan government fixed the exchange rate of the bolivar to the
U.S. dollar at 1,920 to $1, however, markets outside of Venezuela in 2004
reflected a devaluation of the Venezuelan currency in the range of 25% to 60%,
which benefits our cost structure. On March 3, 2005, the Venezuelan Government
increased the fixed exchange rate of the bolivar to the U.S. dollar to 2,150 to
$1.
Because
of the exchange controls in place and their impact on local suppliers, some
supplies, equipment parts and other items we previously purchased in Venezuela
have been ordered from outside the country. Increased lead times in receiving
orders from outside Venezuela have continued to require an increase in supply
inventory, including an increase of 40% at the La Camorra mine as of December
31, 2004, compared to December 31, 2003, and prepayments to vendors, which have
increased by $1.1 million since December 31, 2003.
Venezuela
experienced political unrest that resulted in a severe economic downturn in the
third quarter of 2002, followed by a contested presidential recall in 2004.
Although we believe we will be able to manage and operate the La Camorra unit
and related exploration projects successfully, due to the continued uncertainty
relating to political, regulatory, legal enforcement, security and economic
matters, exportation and exchange controls, and the effect of all of these on
our operations including, among other things, litigation, labor stoppages and
the impact on our supplies of oil, gas and other supplies, there can be no
assurance we will be able to operate without interruptions to our operations.
Management is actively monitoring exchange controls in Venezuela, although there
can be no assurance that the exchange controls will not further affect our
operations in Venezuela in the future.
In
February 2005, Venezuelas Basic Industries Minister announced that Venezuela
will review all foreign investments in non-oil basic industries, including gold
projects, to maximize technological and developmental benefits and align
investments with the current administrations social agenda. He indicated
Venezuela is seeking transfers of new technology, technical training and
assistance, job growth, greater national content, and creation of local
downstream industries and that the transformation would require a fundamental
change in economic relations with major multinational companies.
In
February 2004, the Venezuelan National Guard impounded a shipment of
approximately 5,000 ounces of gold doré produced from the La Camorra unit, which
is owned and operated by our wholly owned subsidiary, Minera Hecla Venezolana,
C.A. (MHV). The impoundment was allegedly made due to irregularities in
documentation that accompanied the shipment. The shipment was stored at the
Central Bank of Venezuela. In March 2004, we filed with the Superior Tax Court
in Bolivar City, State of Bolivar an injunction action against the National
Guard to release the impounded gold doré. In April 2004, that Court granted our
request for an injunction, but conditioned release of the gold pending
resolution of an unrelated matter (described in the next paragraph) involving
the Venezuelan tax authority (SENIAT) that was proceeding in the Superior Tax
Court in Caracas. In June 2004, the Superior Tax Court in Caracas ordered return
of the impounded gold to Hecla. Although we encountered difficulties, delays,
and costs in enforcing such order, the impounded gold was returned in July 2004
and was shipped to our refiner for further processing and sale by us. All
subsequent shipments of gold doré have been exported without intervention by
Venezuelan government authorities, but there can be no assurance that such
impoundments may not occur in the future or, that, if such were to occur, they
would be resolved in a similar manner or time frame or upon acceptable
conditions or costs.
MHV is
also involved in litigation in Venezuela with SENIAT concerning alleged unpaid
tax liabilities that predate our purchase of La Camorra from Monarch Resources
(Monarch) in 1999. Pursuant to our Purchase Agreement, Monarch has assumed
defense of and responsibility for a pending tax case in the Superior Tax Court
in Caracas. In April 2004, SENIAT filed with the Superior Tax Court in Bolivar
City, State of Bolivar an embargo action against all of MHVs assets in
Venezuela to secure the alleged unpaid tax liabilities. In order to prevent the
embargo, in April 2004, MHV made a cash deposit with the Court of approximately
$4.3 million. In June 2004, the Superior Tax Court in Caracas ordered suspension
and revocation of the embargo action filed by the SENIAT. Although we believe
the cash deposit will continue to prevent any further action by SENIAT with
respect to the embargo, there can be no assurance as to the outcome of this
proceeding. If the Tax Court in Caracas or an appellate court were to
subsequently award SENIAT its entire requested embargo, it could disrupt our
operations in Venezuela and have a material adverse effect on our financial
condition.
In
February 2005, we were notified by the SENIAT that it had completed its audit of
our Venezuelan tax returns for the years ended December 31, 2002 and 2003. In
the notice, the SENIAT has alleged certain expenses are not deductible for
income tax purposes, and that calculations of tax deductions based upon
inflationary adjustments were overstated, and has issued an assessment that is
equal to taxes payable of $3.8 million. We have initiated a review of the
SENIATs findings, and believe the SENIATs assessments are inappropriate, and
we expect to vigorously defend our position. Any resolution could involve
significant delay, legal proceedings, and related costs and uncertainty. We have
not accrued any amounts associated with the tax audits as of December 31, 2004.
There can be no assurance that we will be successful in defending ourselves
against the tax assessment, that there will not be additional assessments in the
future or that SENIAT or other governmental agencies or officials may not take
other actions against us, whether or not justified, that could disrupt our
operations in Venezuela and have a material adverse effect on our financial
condition.
In
February 2005, the Venezuelan government announced new regulations concerning
the export of goods and services from Venezuela, which will require, effective
April 1, 2005, all goods and services to be invoiced in the currency of the
country of destination or in U.S. dollars. In 2004, we recognized approximately
$7.9 million in reductions to cost of sales related to our ability to export
production in bolivares. We are currently evaluating the impact of these new
regulations, however, we may no longer be able to export our production in
bolivares, which could result in an increase in our costs. In addition, the new
regulations may impact our cash flows, our profitability of operations, and our
production in Venezuela. There can be no assurance that further developments or
interpretations of these regulations are limited to the impact we have described
herein.
The
Central Bank of Venezuela maintains regulations concerning the export of gold
from Venezuela. Under current regulations, 15% of our gold production from
Venezuela is required to be sold in Venezuela. Prior to our acquisition of the
La Camorra mine, the previous owners had sold substantially all of the gold
production to the Central Bank of Venezuela and built up a significant credit to
cover the 15% requirement, which we assumed upon our acquisition. Since we began
operating in Venezuela in 1999, all our production of gold has been exported and
no sales have been made in the Venezuelan market. We currently expect that our
credit for national sales will be exhausted in the middle of 2005, and we may be
required to sell 15% of our future gold production to either the Central Bank of
Venezuela or to other customers within Venezuela. Markets within Venezuela are
limited, and historically the Central Bank of Venezuela has been the primary
customer of gold. There can be no assurance that the Central Bank of Venezuela
will purchase gold from us, and we may be required to sell gold into a limited
market, which could result in lower sales and cash flows from gold as a result
of discounts, or we may have to inventory a portion of our gold production until
such time we find a suitable purchaser for our gold. These matters could have a
material adverse effect on our financial results.
Because
of the exchange controls in place and their impact on local suppliers, some
supplies, equipment parts and other items we previously purchased in Venezuela
have been ordered from outside the country. Increased lead times in receiving
orders from outside Venezuela have continued to require an increase in supply
inventory, as well as prepayments to vendors, as of December 31, 2004,
compared to December 31, 2003.
In
addition, our operations may also be affected by the presence of small and/or
illegal miners who attempt to operate on the fringes of major mining operations.
Although we, in conjunction with local authorities and/or the Venezuelan
National Guard, employ strategies to control the presence and/or impact of such
miners, including commencing a custom milling program in 2004 for small mining
cooperatives working in the area of Mina Isidora, there can be no assurance that
such miners will not adversely affect our operations or that the local
authorities and/or the Venezuelan National Guard will continue to assist our
efforts to control their impact.
Although
we believe we will be able to manage and operate the La Camorra unit and related
exploration projects successfully, due to the continued uncertainty relating to
political, regulatory, legal enforcement, security and economic matters,
exportation and exchange controls, and the effect of all of these on our
operations including, among other things, changes in policy or demands of
governmental agencies or their officials, litigation, labor stoppages and the
impact on our supplies of oil, gas and other supplies, there can be no assurance
we will be able to operate without interruptions to our operations. Management
is actively monitoring exchange controls in Venezuela, although there can be no
assurance that the exchange controls will not further affect our operations in
Venezuela in the future (for additional information, see Note 1B of Notes to
Consolidated Financial Statements).
Corporate
Matters
General
and administrative expenses increased $0.3 million during 2004 compared to 2003,
primarily due to addition of personnel, offset by decreased employee incentive
compensation during 2004.
Exploration
expense increased $6.4 million during 2004 compared to 2003, primarily due to
increased exploration expenditures in Mexico on the Don Sergio vein and other
areas at or near San Sebastian ($1.2 million), at the Noche Buena project in
northern Mexico ($2.2 million), and in Venezuela on the Block B concessions
($1.3 million) and at or near the La Camorra mine ($1.4 million). Offsetting the
increased exploration expenditures during 2004 are decreased corporate
development costs ($0.4 million). Pre-development expense increased $2.8 million
during 2004 compared to 2003, due to increased activity at the Hollister
Development Block in Nevada, for which final
permits have been issued and surface and underground construction has
commenced.
Other
operating expense, net of other operating income, increased $3.1 million during
2004, from income of $1.4 million in 2003 to an expense of $1.7 million in 2004,
primarily due to a one-time $4.0 million cash litigation settlement received
during 2003 and increased legal, consulting and accounting expenses incurred in
2004 related to Sarbanes-Oxley compliance ($0.4 million), partially offset by
decreased accruals of $1.5 million for tax offset bonuses on employee stock
options outstanding due to the decreases in our common stock price throughout
2004 compared to 2003.
The
provision for closed operations and environmental matters decreased $12.6
million during 2004, to $11.2 million from $23.8 million in 2003. The most
significant provisions in 2004 were primarily for past response costs in Idahos
Coeur dAlene Basin ($5.6 million) and for the Grouse Creek mine cleanup in
central Idaho ($2.9 million). Provisions in 2003 were primarily for future
anticipated expenditures in the Coeur dAlene Basin ($16.0 million) and for the
Grouse Creek mine cleanup ($6.8 million).
Interest
income decreased $0.7 million to $1.9 million in 2004, from $2.6 million in
2003, primarily
due to interest income received in 2003 from the Mexican government for interest
on unpaid value-added tax receivables ($1.3 million), offset by increased income
generated from short-term investments ($1.5 million).
Interest
expense decreased $0.9 million during 2004 compared to 2003, principally due to
lower average borrowings. At December 31, 2004, we had no outstanding
debt.
The
provision for income taxes increased by $1.6 million to $2.8 million in 2004
from $1.2 million in 2003, as a result of an increase in the deferred tax
provision of $1.6 million. The 2004 deferred tax provision of $2.3 million is
the result of an increase in the valuation allowance for net deferred tax assets
in Mexico, compared to a deferred tax provision for 2003 of $0.7 million. The
2004 current tax provision of $0.5 million consists of a U.S. federal
alternative minimum tax liability, state minimum taxes, a foreign current
provision in Mexico, and accrued foreign withholding taxes on interest expense,
compared to a current tax provision for 2003 of $0.5 million. For additional
information, see Note 6 of Notes to Consolidated Financial
Statements.
Included
in the net loss for 2003 is a positive cumulative effect of a change in
accounting principle of $1.1 million relating to the adoption of SFAS No. 143
Accounting for Asset Retirement Obligations. For additional information, see
Note 5 of Notes to the Consolidated Financial Statements.
2003
Compared to 2002
For the
year ended December 31, 2003, we recorded a net loss of $6.0 million, compared
to net income of $8.6 million in 2002, primarily due to an accrual in 2003
totaling $23.1 million for future environmental and reclamation expenditures,
partially offset primarily by significantly improved operating results,
including a 47.7% increase in gross profit. For the years ended December 31,
2003 and 2002, we recorded losses applicable to common shareholders of
approximately $18.2 million ($0.16 per common share) and $14.6 million ($0.18
per common share), respectively.
Included
in the losses were preferred stock dividends of $12.2 million and $23.3 million,
respectively, for 2003 and 2002, which included non-cash dividend charges of
approximately $9.6 million and $17.6 million, respectively, related to exchanges
of preferred stock for common stock. The non-cash dividends represent the
difference between the value of the common stock issued in the exchange
transactions and the value of the shares of common stock that would have been
issued if the shares of the preferred stock had been converted into common stock
pursuant to their terms. For more information, see Note 10 of Notes to
Consolidated Financial Statements.
In
September 2003, we recorded accruals totaling $23.1 million for future
environmental and reclamation expenditures, primarily for future anticipated
expenditures in Idahos Coeur dAlene Basin ($16.0 million) and for the Grouse
Creek mine cleanup in central Idaho ($6.8 million). The accrual for the Coeur
dAlene Basin was recorded in response to a United States District Court ruling
in September 2003 from the first phase of the trial relating to this matter,
which held that we had some liability for yet-to-be determined natural resource
damages and response costs due to our historic mining practices. Although the
U.S. government previously issued a Record of Decision proposing a cleanup plan
totaling approximately $359 million, based upon the Courts prior orders,
including its September 2003 order and other factors and issues to be addressed
by the Court in the second phase of the trial relating to this matter, we
estimated the range of our potential liability in the Basin to be $18.0 million
to $58.0 million, with no amount in the range being more likely than any other
number at that time. Based upon generally accepted accounting principles, we
accrued the minimum liability within the range. As of December 31, 2003, we had
estimated and accrued a potential liability for claims in the Coeur dAlene
Basin litigation of $18.0 million. For additional information on the Coeur
dAlene Basin and Court ruling, see Note 8 of Notes to Consolidated Financial
Statements.
At the
Grouse Creek mine, which suspended operations in 1997, we have commenced
dewatering of the tailings impoundment and updated a 15-year closure plan that
provided the basis for the increase in estimated costs. As of December 31, 2003,
we had estimated and accrued a liability for reclamation activities at the
Grouse Creek mine of $32.2 million.
Included
in the 2003 loss is a positive cumulative effect of a change in accounting
principle of $1.1 million relating to the adoption of SFAS No. 143 Accounting
for Asset Retirement Obligations. This statement was adopted on January 1,
2003, and required that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred. The gain of $1.1
million represents the difference between the amounts determined under SFAS No.
143 and amounts previously recorded in our consolidated financial statements.
For additional information, see Note 5 of Notes to Consolidated Financial
Statements.
We also
benefited from a $4.0 million cash settlement received from Zemex Corporation
during the first quarter of 2003 for its subsidiarys failure to close on its
agreement to purchase from us the Kentucky-Tennessee Clay Company,
Kentucky-Tennessee Feldspar Corporation and Kentucky-Tennessee Clay de Mexico
(collectively the K-T Group) in January 2001.
In
furtherance of our determination to focus operations on silver and gold mining
and to raise cash to retire debt and provide working capital, in 2000, our board
of directors made the decision to sell the industrial minerals segment. In March
2001, we completed a sale of the K-T Group and certain other minor inactive
industrial minerals companies. In March 2002, we completed a sale of the pet
operations of the Colorado Aggregate division (CAC) of MWCA, Inc. Reflected
in the loss applicable to common shareholders during 2002 is a loss from
discontinued operations of $2.2 million ($0.03 per common share).
In March
2003, we sold the remaining inventories of the briquette division of CAC, which
represented the remaining portion of our industrial minerals segment. As of
December 31, 2003, we no longer produce or sell any product from our former
industrial minerals segment and all activity during 2003 is considered a general
corporate activity and presented as other where appropriate. For the year
ended December 31, 2003, CAC reported a loss from operations of approximately
$84,000.
During
2003 and 2002, we shipped approximately 1,000 tons and 10,000 tons,
respectively, from the industrial minerals segment. For additional information
on our former industrial minerals segment, see Note 17 of Notes to Consolidated
Financial Statements.
The
Mexico Segment
For the
year ended December 31, 2003, the San Sebastian unit reported sales of $35.0
million, compared to $23.5 million in 2002, and income from operations of $11.9
million in 2003, compared to $6.0 million in 2002. These increases were
primarily due to a 19% and 15% increase in silver and gold production,
respectively, resulting from significantly higher silver and gold ore grades,
combined with higher average metals prices. Cost of sales and other direct
production costs as a percentage of sales from products decreased to 43.2% in
2003, from 54.1% in 2002, primarily due to increased sales during 2003 and the
cost-saving transition to owner mining during the first quarter of 2003. San
Sebastian reached full production capacity during the second quarter of
2002.
The grade
of silver ore at San Sebastian improved to approximately 29 ounces per ton
during 2003 compared to 24 ounces per ton during 2002. San Sebastian had an
average grade of 0.35 ounce of gold per ton during 2003 and an average grade of
0.30 ounce of gold per ton during 2002. Despite a 4% decrease in tons milled due
to the transition to owner mining and associated learning curve that was
expected, the increases in ore grade increased silver production to 4.1 million
ounces during 2003 when compared with 3.4 million ounces produced in 2002, while
gold production increased to approximately 48,000 ounces in 2003 compared to
approximately 42,000 ounces produced in 2002.
The total
cash cost at San Sebastian decreased by 123% during 2003 to a negative $0.25,
from $1.09 during 2002. Because gold is considered a by-product of our silver
production, it contributed to the decrease in average total costs during the
comparable periods due primarily to increased gold production and a higher
average gold price. For the years ended December 31, 2003 and 2002, gold
by-product credits were approximately $4.25 per silver ounce and $3.76 per
silver ounce, respectively.
The
United States Segment
Greens
Creek
The
Greens Creek unit reported sales of $29.1 million for our account during 2003,
as compared to $23.3 million during 2002, and income from operations of $4.2
million in 2003, compared to $0.3 million in 2002, primarily due to higher
average metals prices, a 7% increase in tons milled and a 7% increase in silver
production, resulting in approximately 3.5 million ounces in 2003, partially
offset by lower gold and zinc production of 3% and 4%, respectively. Cost of
sales and other direct production costs as a percentage of sales from products
decreased to 55.4% in 2003, from 63.9% in 2002, primarily due to increases in
gold, silver, lead and zinc prices during 2003, all of which contributed to
increased revenues.
Since
2000, Greens Creek has made many improvements to the mill which have led to a
steady increase in processing throughput. The increase from 2002 to 2003 was due
to several minor improvements, primarily from de-bottlenecking the grinding
circuit. Ore grades remained approximately the same during 2003 when compared to
2002, at approximately 20 ounces per ton of silver for both periods and
approximately 0.19 ounce of gold per ton in 2003 compared to 0.20 ounce of gold
per ton in 2002.
The total
cash costs per silver ounce decreased by approximately 35% to $1.18 per silver
ounce during 2003 from $1.81 per silver ounce during 2002. The decreases in
costs per ounce are primarily due to the increased by-product credits primarily
from a higher average gold price during 2003.
Lucky
Friday
The Lucky
Friday unit reported sales of approximately $12.6 million during 2003, compared
to $9.6 million during 2002, and income from operations of $0.1 million in 2003,
compared with a loss from operations of $1.8 million in 2002. The increase in
both sales and income from operations during 2003 over 2002 is due primarily to
an increase in metals prices and an 18% increase in the silver ore grade
resulting in approximately 2.3 million ounces in silver production, an increase
of 12% over 2002, offset slightly by a 5% decrease in tons milled. Also
contributing to the increases during both comparable periods is an increase in
lead and zinc production, as well as increases in their prices.
Cost of
sales and other direct production costs as a percentage of sales from products
decreased to 97.7% in 2003, from 108.9% in 2002, primarily due to the increase
in sales, partially offset by increased costs for equipment upgrades and
increased maintenance and development costs. Due
primarily to the increase in silver production, the total cash costs per silver
ounce for 2003 decreased to $4.86, compared to $4.97 during 2002.
The
Venezuela Segment
Sales of
product from the La Camorra unit decreased to $39.2 million, or by 20%, during
2003, from sales of $49.3 million in 2002, primarily due to a 24% decrease in
gold ounces produced due to lower grade ore, offset by increases in the realized
price of gold, which increased 9% during 2003 from 2002. Our realized gold price
per ounce at La Camorra for 2003 and 2002 was $329 and $301, respectively,
compared to the London Final gold price per ounce of $364 and $310,
respectively. Our realized gold prices were less than the London Final prices
due to forward gold sales commitments at $288 per ounce for a portion of our
production. As of December 31, 2003, a total of 48,928 ounces of gold remained
subject to forward contracts at the price of $288 per ounce. For the year ended
December 31, 2003, income from operations decreased to $10.3 million, or 32%,
compared to $15.2 million during 2002, primarily due to the above-mentioned
decrease in sales, as well as an increase in exploration expenditures.
During
2003, La Camorra produced approximately 127,000 gold ounces at a total cash cost
of $154 per ounce, compared to a record year of approximately 167,000 gold
ounces at a total cash cost of $137 per ounce during 2002. During 2002, La
Camorra produced gold at an average grade of 0.89 ounce of gold per ton,
compared to an average grade of 0.68 ounce of gold per ton during 2003.
Cost of
sales and other direct production costs as a percentage of sales from products
decreased slightly to 42.0% during 2003, from 43.4% during 2002. We were able to
maintain low costs during 2003 as compared to 2002 despite the lower production
levels, in part due to the weakening of the Venezuelan currency, the bolivar.
The Venezuelan government had fixed the exchange rate of the bolivar to the U.S.
dollar at 1,600 to $1, however, markets outside of Venezuela reflected a
devaluation of the Venezuelan currency at approximately 40%, which benefited our
cost structure despite the lower production levels during 2003. See also, Risk
Factors: Our foreign operations including our operations in Venezuela, and
Mexico are subject to additional inherent risks.
Corporate
Matters
The
provision for closed operations and environmental matters increased $22.9
million during 2003 compared to 2002, principally due to a provision for future
reclamation and other closure costs during the third quarter of 2003 ($23.1
million), primarily for future anticipated expenditures in Idahos Coeur dAlene
Basin ($16.0 million) and for the Grouse Creek mine cleanup in central Idaho
($6.8 million).
Provision
for income taxes increased $4.1 million during 2003 compared to 2002, primarily
a result of utilization of deferred tax assets in Mexico and accrued Mexican
withholding tax payable on interest expense during 2003, offset by a 2002 net
income tax benefit of approximately $2.9 million primarily due to the reversal
of a valuation allowance in Mexico for existing net operating loss carry
forwards of $3.0 million. For further information see Note 6 of Notes to
Consolidated Financial Statements.
Exploration
expense increased $4.4 million during 2003 compared to 2002, primarily due to
increased exploration expenditures in Mexico on the Don Sergio vein ($1.6
million) and other areas at or near San Sebastian ($0.4 million); and in
Venezuela on the Block B concessions ($1.6 million) and the Canaima resource
($0.6 million), offset by lower expenditures at or near the La Camorra mine
($1.1 million). Also included in the increased exploration expenditures during
2003 are increased project evaluation costs ($0.8 million) and increased
exploration expenditures at the Lucky Friday unit ($0.2 million).
Pre-development expense increased $0.7 million during 2003 compared to 2002, due
to increased activity at the Hollister Development Block in Nevada.
Interest
income increased $2.2 million to $2.6 million during 2003, from $0.4 million in
2002, primarily due to interest income received during the second and third
quarters of 2003 from the Mexican government for interest on unpaid value-added
tax receivables ($1.3 million) and interest income generated from an increased
cash balance due to the public offering in January 2003 ($1.0 million).
Other
operating income, net of other operating expenses, increased $1.9 million during
2003 compared to 2002, primarily due to a cash settlement from Zemex Corporation
during the first quarter of 2003 for its subsidiarys failure to close on the
sale of the K-T Group in 2001 ($4.0 million) and lower legal, consulting and
accounting expenses that were incurred in comparison to those related to our
preferred stock exchange offer in July 2002 ($0.2 million). These positive
variances are offset by a foreign exchange variance in Mexico ($0.6 million), a
2002 foreign exchange gain due to the devaluation of the Venezuelan bolivar in
2002 ($0.5 million), lower mark to market adjustments on our outstanding gold
lease rate swap, primarily due to less ounces in the contract to be delivered
($0.5 million),
increased corporate insurance expense, primarily due to increased directors and
officers liability policies ($0.4 million), and increased tax offset bonuses
paid on employee stock option plans, as well as accruals for tax offset bonuses
on employee stock options outstanding due to the increases in our common stock
price throughout 2003 compared to 2002 ($0.4 million).
General
and administrative expenses increased $1.3 million during 2003 compared to 2002,
primarily due to employee incentive compensation during 2003 ($1.1
million).
Interest
expense decreased $0.4 million during 2003 compared to 2002, principally due to
lower average borrowings and lower interest rates on debt.
Reconciliation
of Total Cash Costs (non-GAAP) to Cost of Sales and Other Direct Production
Costs (GAAP)
The
following tables present reconciliations between non-GAAP total cash costs to
cost of sales and other direct production costs (GAAP) for our gold (the
Venezuela segment only) and silver operations (the Mexico and United States
segments), as well as a reconciliation for each individual silver operating
property, for the years ended December 31, 2004, 2003 and 2002 (in thousands,
except costs per ounce). We believe cash costs per ounce of silver or gold
provide an indicator of cash flow generation at each location and on a
consolidated basis, as well as providing a meaningful basis to compare our
results to those of other mining companies and other operating mining
properties. Cost of sales and other direct production costs is the most
comparable financial measure calculated in accordance with GAAP to total cash
costs. The sum of the cost of sales and other direct production costs for our
silver and gold operating properties in the tables below, as well as the cost of
sales and other direct production costs associated with our former industrial
minerals segment (2003 only), is presented in our Consolidated Statement of
Operations and Comprehensive Income (Loss).
|
|
|
|
|
|
2002 |
|
|
|
|
|
|
|
|
|
Mexico
& United States Segments (combined) (1) |
|
|
|
|
|
|
|
Total
cash costs |
|
$ |
14,078 |
|
$ |
14,041 |
|
$ |
19,569 |
|
Divided
by silver ounces produced |
|
|
|
|
|
|
|
|
8,681 |
|
Total
cash cost per ounce produced |
|
$ |
2.02 |
|
$ |
1.43 |
|
$ |
2.25 |
|
Reconciliation
to GAAP: |
|
|
|
|
|
|
|
|
|
|
Total
cash costs |
|
$ |
14,078 |
|
$ |
14,041 |
|
$ |
19,569 |
|
Treatment
& freight costs |
|
|
(19,044 |
) |
|
(18,556 |
) |
|
(17,853 |
) |
By-product
credits |
|
|
50,340 |
|
|
47,082 |
|
|
37,937 |
|
Change
in product inventory |
|
|
1,395 |
|
|
33 |
|
|
(2,734 |
) |
Strike-related
costs |
|
|
777 |
|
|
-
- |
|
|
-
- |
|
Reclamation
and other costs |
|
|
407 |
|
|
869 |
|
|
1,156 |
|
Cost
of sales and other direct production costs
(GAAP) |
|
$ |
47,953 |
|
$ |
43,469 |
|
$ |
38,075 |
|
|
|
|
|
|
|
|
|
|
|
|
San
Sebastian Unit (1,2,3) |
|
|
|
|
|
|
|
|
|
|
Total
cash costs |
|
$ |
421 |
|
$ |
(1,007 |
) |
$ |
3,737 |
|
Divided
by silver ounces produced |
|
|
2,042 |
|
|
4,085 |
|
|
3,432 |
|
Total
cash cost per ounce produced |
|
$ |
0.21 |
|
$ |
(0.25 |
) |
$ |
1.09 |
|
Reconciliation
to GAAP: |
|
|
|
|
|
|
|
|
|
|
Total
cash costs |
|
$ |
421 |
|
$ |
(1,007 |
) |
$ |
3,737 |
|
Treatment
& freight costs |
|
|
(1,069 |
) |
|
(2,158 |
) |
|
(2,224 |
) |
By-product
credits |
|
|
13,493 |
|
|
17,367 |
|
|
12,909 |
|
Change
in product inventory |
|
|
1,476 |
|
|
597 |
|
|
(2,089 |
) |
Strike-related
costs |
|
|
777 |
|
|
-
- |
|
|
-
- |
|
Reclamation
and other costs |
|
|
224 |
|
|
294 |
|
|
403 |
|
Cost
of sales and other direct production costs
(GAAP) |
|
$ |
15,322 |
|
$ |
15,093 |
|
$ |
12,736 |
|
|
|
|
|
|
|
|
|
|
|
|
Greens
Creek Unit (1) |
|
|
|
|
|
|
|
|
|
|
Total
cash costs |
|
$ |
3,257 |
|
$ |
4,108 |
|
$ |
5,872 |
|
Divided
by silver ounces produced |
|
|
|
|
|
|
|
|
3,245 |
|
Total
cash cost per ounce produced |
|
$ |
1.13 |
|
$ |
1.18 |
|
$ |
1.81 |
|
Reconciliation
to GAAP: |
|
|
|
|
|
|
|
|
|
|
Total
cash costs |
|
$ |
3,257 |
|
$ |
4,108 |
|
$ |
5,872 |
|
Treatment
& freight costs |
|
|
(12,745 |
) |
|
(12,082 |
) |
|
(12,271 |
) |
By-product
credits |
|
|
27,013 |
|
|
23,985 |
|
|
21,367 |
|
Change
in product inventory |
|
|
(231 |
) |
|
(472 |
) |
|
(690 |
) |
Reclamation
and other costs |
|
|
157 |
|
|
575 |
|
|
611 |
|
Cost
of sales and other direct production costs
(GAAP) |
|
$ |
17,451 |
|
$ |
16,114 |
|
$ |
14,889 |
|
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Lucky
Friday Unit (1) |
|
|
|
|
|
|
|
Total
cash costs |
|
$
|
10,400 |
|
$
|
10,940 |
|
|
|
|
Divided
by silver ounces produced |
|
|
2,032 |
|
|
2,251 |
|
|
2,004 |
|
Total
cash cost per ounce produced |
|
$
|
5.12 |
|
|
|
|
|
|
|
Reconciliation
to GAAP: |
|
|
|
|
|
|
|
|
|
|
Total
cash costs |
|
$
|
10,400 |
|
|
|
|
|
|
|
Treatment
& freight costs |
|
|
(5,230 |
) |
|
|
|
|
|
|
By-product
credits |
|
|
9,834 |
|
|
|
|
|
|
|
Change
in product inventory |
|
|
150 |
|
|
|
|
|
|
|
Reclamation
and other costs |
|
|
26 |
|
|
|
|
|
|
|
Cost
of sales and other direct production costs (GAAP) |
|
$
|
15,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venezuela
Segment (1) |
|
|
|
|
|
|
|
|
|
|
Total
cash costs |
|
$
|
22,617 |
|
|
|
|
|
|
|
Divided
by gold ounces produced |
|
|
126 |
|
|
127 |
|
|
167 |
|
Total
cash cost per ounce produced |
|
$
|
180 |
|
|
|
|
|
|
|
Reconciliation
to GAAP: |
|
|
|
|
|
|
|
|
|
|
Total
cash costs |
|
$
|
22,617 |
|
|
|
|
|
|
|
Treatment
& freight costs |
|
|
(1,980 |
) |
|
|
|
|
|
|
By-product
credits |
|
|
1,892 |
|
|
|
|
|
|
|
Change
in product inventory |
|
|
1,383 |
|
|
|
|
|
|
|
Reclamation
and other costs |
|
|
3 |
|
|
|
|
|
|
|
Cost
of sales and other direct production costs (GAAP) |
|
$
|
23,915 |
|
|
|
|
|
|
|
(1) |
See
Glossary of Certain Terms for definition of Total Cash
Costs. |
(2) |
Costs
totaling $777,000 have been excluded from the determination of silver
costs per ounce in 2004 as they relate to the strike at the Velardeña mill
and are not representative of normal operating
costs. |
(3) |
Gold
is accounted for as a by-product at the San Sebastian unit whereby
revenues from gold are deducted from operating costs in the calculation of
cash costs per ounce. If our accounting policy was changed to treat gold
production as a co-product, the following costs per ounce would be
reported: |
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Total
cash costs (in thousands) |
|
$ |
13,914 |
|
$ |
16,360 |
|
$ |
16,646 |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
Silver |
|
|
49.9 |
% |
|
53.4 |
% |
|
55.0 |
% |
Gold |
|
|
50.1 |
% |
|
46.6 |
% |
|
45.0 |
% |
Ounces
produced (in thousands) |
|
|
|
|
|
|
|
|
|
|
Silver |
|
|
2,042 |
|
|
4,085 |
|
|
3,432 |
|
Gold |
|
|
34 |
|
|
48 |
|
|
42 |
|
Total
cash cost per ounce produced |
|
|
|
|
|
|
|
|
|
|
Silver |
|
$ |
3.42 |
|
$ |
2.14 |
|
$ |
2.67 |
|
Gold |
|
$ |
208 |
|
$ |
160 |
|
$ |
181 |
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Condition and Liquidity
Our
financial condition continues to be strong, with cash and cash equivalents of
$52.6 million at December 31, 2004, and $28.2 million in short-term investments.
Our cash needs over the next year will be primarily related to capital
expenditures, exploration activities, reclamation expenditures, and the
possibility of further investment opportunities or future acquisitions, and will
be funded through a combination of current cash, maturities or sales of
investments, future cash flows from operations and/or future borrowings or debt
or equity security issuances. Although we believe existing cash and cash
equivalents are adequate, we cannot project the cash impact of possible future
investment opportunities or acquisitions, and our operating properties may
require more cash than forecasted.
Contractual
Obligations and Contingent Liabilities and
Commitments
The table
below presents our fixed, non-cancelable contractual obligations and commitments
primarily related to our earn-in agreement obligations, outstanding purchase
orders certain capital expenditures and lease arrangements as of December 31,
2004 (in thousands). For additional information on the earn in agreement in Note
(2) below, see Note 4 of Notes to Consolidated Financial
Statements.
|
|
Payments
Due By Period |
|
|
|
2005 |
|
2006 |
|
2007 |
|
2008 |
|
2009 |
|
Thereafter |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
obligations |
|
$ |
12,987 |
|
|
-
- |
|
|
-
- |
|
|
-
- |
|
|
-
- |
|
|
|
|
$ |
12,
987 |
|
Contractual
obligations (1) |
|
|
2,828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,828 |
|
Earn-in
agreement (2) |
|
|
4,288 |
|
|
-
- |
|
|
-
- |
|
|
-
- |
|
|
-
- |
|
|
|
|
|
4,288 |
|
Operating
lease commitments (3) |
|
|
731 |
|
|
611 |
|
|
146 |
|
|
19 |
|
|
15
|
|
|
|
|
|
1,522 |
|
Total
contractual cash obligations |
|
$ |
20,834 |
|
$ |
611 |
|
$ |
146 |
|
$ |
19 |
|
$ |
15 |
|
|
|
|
$ |
21,625 |
|
|
(1) |
As
of December 31, 2004, we were committed to approximately $0.6 million for
the construction of a shaft at the La Camorra mine $1.7 million for
transportation, and $0.5 million for other capital
projects. |
|
(2) |
In
August 2002, we entered into an earn-in agreement with Rodeo Creek Gold,
Inc., a wholly owned subsidiary of Great Basin Gold Ltd. (Great Basin),
concerning exploration, development and production on Great Basins
Hollister Development Block gold property. The agreement provides us with
an option to earn a 50% working interest in the Hollister Development
Block in return for funding a two-stage, advanced exploration and
development program leading to commercial production. As of December 31,
2004, we were contractually committed to fund approximately $4.3 million,
which represents the remaining portion of the first stage of the
agreement. The $4.3 million has not been recorded in our Consolidated
Financial Statements; although project to date, we have incurred
expenditures of $6.1 million, which has been recorded in our Consolidated
Financial Statements as pre-development expenditures.
|
|
(3) |
We
enter into operating leases in the normal course of business.
Substantially all lease agreements have fixed payment terms based on the
passage of time. Some lease agreements provide us with the option to renew
the lease or purchase the leased property. Our future operating lease
obligations would change if we exercised these renewal options and if we
entered into additional operating lease
arrangements. |
We
maintain reserves for costs associated with mine closure, reclamation of land
and other environmental matters. At December 31, 2004, our reserves for these
matters totaled $75.2 million, for which no contractual or commitment
obligations exist. Future expenditures related to closure, reclamation and
environmental expenditures are difficult to estimate, although we anticipate we
will make expenditures relating to these obligations over the next 30 years.
During 2005, expenditures for environmental remediation and reclamation are
estimated to be in the range of $8.0 million to $10.0 million. For additional
information relating to our environmental obligations, see Notes 5 and 8 of
Notes to Consolidated Financial Statements.
Operating
Activities
Operating
activities provided approximately $13.3 million in cash during 2004, a decrease
of $12.6 million compared to 2003. The decreased cash flow is primarily due to
higher exploration and pre-development costs ($9.2 million), a one-time cash
settlement from Zemex in 2003 ($4.0 million), and higher working capital
requirements ($5.5 million), offset partly by higher gross profit ($2.4
million).
Working
capital, excluding cash and short-term investments, increased by $7.0 million,
primarily in Venezuela ($7.6 million), due to higher receivables for value-added
taxes and advances to small miners, increased inventories, and higher advances
to vendors for receipt of materials with long lead times, partly offset by
increased payables to vendors. The increase in Venezuela was offset by a
decrease in working capital in Mexico, as accounts receivable decreased by $2.5
million due to collections, offset by increased inventories as a result of a
strike at our Velardeña mill.
Positive
non-cash elements included provisions for reclamation and closure costs ($10.3
million), which includes the third quarter accrual of $8.5 million related to
the Coeur dAlene Basin and Grouse Greek mine clean-up, charges for
depreciation, depletion and amortization ($21.9 million) and a change in
deferred income taxes primarily
a result of utilization of deferred tax assets in Mexico ($2.3
million).
We have
recorded the value added taxes we paid in Venezuela and Mexico as recoverable
assets. At December 31, 2004, value added tax receivables totaled $7.4 million
(net of a reserve for discounts) in Venezuela and $2.2 million in Mexico. We
periodically evaluate the recoverability of these receivables and have
established a reserve against future collection of 21% in Venezuela.
Investing
Activities
Investing
activities required $63.1 million in cash during 2004 primarily for additions to
properties, plants and equipment ($41.4 million), increases in restricted cash
investments for future reclamation obligations ($13.4 million), including $4.3
million posted for a cash bond in Venezuela with the Superior Tax Court (see
Note 8 of Notes to Consolidated Financial Statements), and the purchase of
short-term investments ($35.0 million), offset by maturities of investments
($26.4 million). During 2004, capital expenditures in Venezuela totaled $31.2
million, including construction of a new shaft and mine development at the La
Camorra mine and mine construction activities at Mina Isidora. Capital
expenditures in 2004 also included mine development at the Lucky Friday unit
($4.3 million), tailings expansion at San Sebastian unit ($0.8 million), as well
as additions to the mine and mill infrastructure at the Greens Creek unit ($3.6
million).
In 2005,
we estimate our capital expenditures will be in the range of $40.0 to $46.0
million, which represents sustaining capital at our existing operations and
expansion capital for completion of shaft construction at the La Camorra mine,
equipment and development at the Mina Isidora, and continued development at the
Lucky Friday unit. There can be no assurance that our estimated capital
expenditures for 2005 will be in the range we have projected.
Financing
Activities
During
2004, financing activities used approximately $3.0 million in cash. We repaid
all corporate debt ($7.1 million), including borrowings during the year ($2.4
million), offset partly by proceeds received from common stock issued under
stock option plans ($1.6 million).
Other
In
October 2004, the employees at the Velardeña mill in Mexico initiated a strike
in an attempt to unionize the employees at the San Sebastian mine. The mine
employees have informed us, the union and the Ministry of Labor that they do not
want to be organized. Although we are meeting regularly with government and
union officials to resolve the issue, there can be no assurance as to the
outcome or length of the strike. The strike impacted our production of silver
and gold during the fourth quarter and has continued to impact production into
2005. During the fourth quarter of 2004 and continuing into 2005, the mine is
operating at a normal rate, stockpiling ore in preparation for future
processing. We are also considering contract custom milling facilities that can
process the ore.
In
February 2004, we reduced the number of Series B preferred shares outstanding by
273,961 shares, or 58.9%, pursuant to an exchange offer. This exchange offer
allowed participating shareholders to receive 7.94 shares of common stock for
each preferred share exchanged, which resulted in the issuance of a total of
2,175,237 common shares. During March 2004, we entered into exchange agreements
with holders of approximately 17% of the then outstanding preferred stock
(190,816 preferred shares) to exchange such shares for shares of common stock. A
total of 33,000 preferred shares were exchanged for 260,861 common shares as a
result of these privately negotiated exchanges. The completed exchanges
eliminated $3.8 million in accumulated dividends on the preferred stock, and
reduced the annual dividend payable on the preferred stock by $1.2 million to
$0.6 million.
As a
result of the February and March exchanges, we recorded non-cash dividends of
approximately $10.9 million during the first quarter of 2004. As of December 31,
2004, a total of 157,816 shares of preferred stock remain issued and
outstanding. In order to eliminate the effect of our dividend arrearages on our
capital raising activities, we intend to evaluate and potentially implement
further programs to reduce the number of remaining preferred shares outstanding,
including the possible redemption of shares.
Holders
of our Series B preferred stock are entitled to receive cumulative cash
dividends at the annual rate of $3.50 per share, payable quarterly, when and if
declared by the board of directors. As of January 31, 2002, we had not declared
and paid the equivalent of six quarterly dividends, entitling holders of the
preferred stock to elect two directors at our annual shareholders meeting. On
May 10, 2002, holders of the preferred stock, voting as a class, elected two
additional directors, both of whom continue to serve on the board. In December
2004, we declared a dividend payable on January 3, 2005 to preferred
shareholders of record totaling approximately $0.1 million, and dividends were
approved for the first quarter of 2005, payable April 1, 2005. As of January 1,
2005, we have not declared or paid $2.3 million of cumulated preferred stock
dividends.
As of
December 31, 2004, we reviewed our pension assumptions regarding benefit plans
based upon current market conditions, current asset mix, and our current
compensation structure. As a result, we maintained our assumptions regarding
discounts rates at 6.0%, compensation increases at 4%, and our expected rate of
return on plan assets at 8%. As of the measurement date for pension obligations
(September 30, 2004), plan assets totaled $71.7 million and exceeded the benefit
obligation by $16.2 million. As a result, we do not expect to make contributions
to the plans in 2005.
We are
subject to legal proceedings and claims that have not been finally adjudicated.
The ultimate disposition of these matters and various other pending legal
actions and claims is not presently determinable. For information on legal
proceedings and claims, see Note 8 of Notes to the Consolidated Financial
Statements.
For
information on hedged positions and derivative instruments, see Item 7A -
Quantitative and Qualitative Disclosures About Market Risk.
Critical
Accounting Policies
The
preparation of financial statements in conformity with GAAP requires management
to make a wide variety of estimates and assumptions that affect: (i) the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities as of the date of the financial statements, and (ii) the
reported amounts of revenues and expenses during the reporting periods covered
by the financial statements. Our management routinely makes judgments and
estimates about the effect of matters that are inherently uncertain. As the
number of variables and assumptions affecting the future resolution of the
uncertainties increases, these judgments become even more subjective and
complex. Our accounting policies are described in Note 1 of Notes to
Consolidated Financial Statements. We have identified our most critical
accounting policies below that are important to the portrayal of our current
financial condition and results of operations. Management has discussed the
development and selection of these critical accounting policies with the audit
committee of our board of directors and the audit committee has reviewed the
disclosures presented below.
Revenue
Recognition
Sales of
metals products sold directly to smelters are recorded when title and risk of
loss transfer to the smelter at current spot metals prices. Due to the time
elapsed from the transfer to the smelter and the final settlement with the
smelter, we must estimate the price at which our metals will be sold in
reporting our profitability and cash flow. Recorded values are adjusted monthly
until final settlement at month-end metals prices and final metal content. If a
significant variance was observed in estimated metals prices or metal content
compared to the final actual metals prices and content, our monthly results of
operations could be affected. Sales of metals in products tolled, rather than
sold to smelters, are recorded at contractual amounts when title and risk of
loss transfer to the buyer.
Sales of
concentrates and precipitates from the Greens Creek, Lucky Friday and San
Sebastian units are sold directly to smelters, with recorded amounts adjusted to
month-end metals prices until final settlement.
Changes
in the market price of metals significantly affect our revenues, profitability
and cash flow. Metals prices can and often do fluctuate widely and are affected
by numerous factors beyond our control, such as political and economic
conditions, demand, forward selling by producers, expectations for inflation,
central bank sales, custom smelter activities, the relative exchange rate of the
U.S. dollar, purchases and lending, investor sentiment and global mine
production levels. The aggregate effect of these factors is impossible to
predict. Because our revenue is derived from the sale of silver, gold, lead and
zinc, our earnings are directly related to the prices of these metals. If the
market prices for these metals fall below our total production costs, we will
experience losses on such sales.
Proven
and Probable Ore Reserves
At least
annually, management reviews the reserves used to estimate the quantities and
grades of ore at our mines which management believes can be recovered and sold
economically. Managements calculations of proven and probable ore reserves are
based on in-house engineering and geological estimates using current operating
costs and metals prices. Periodically, management obtains external audits of
reserves.
Reserve
estimates will change as existing reserves are depleted through production and
as production costs and/or metals prices change. A significant drop in metals
prices reduces reserves by making some portion of such ore uneconomic to develop
and produce. Changes in reserves may also reflect that actual grades of ore
processed may be different from stated reserve grades because of variation in
grades in areas mined, mining dilution and other factors. Estimated reserves,
particularly for properties that have not yet commenced production, may require
revision based on actual production experience.
Declines
in the market prices of metals, increased production or capital costs, reduction
in the grade or tonnage of the deposit or an increase in the dilution of the ore
or reduced recovery rates may render ore reserves uneconomic to exploit unless
the utilization of forward sales contracts or other hedging techniques is
sufficient to offset such effects. If our realized price for the metals we
produce, including hedging benefits, were to decline substantially below the
levels set for calculation of reserves for an extended period, there could be
material delays in the development of new projects, net losses, reduced cash
flow, restatements or reductions in reserves and asset write-downs in the
applicable accounting periods. Reserves should not be interpreted as assurances
of mine life or of the profitability of current or future operations. No
assurance can be given that the estimate of the amount of metal or the indicated
level of recovery of these metals will be realized.
Depreciation
and Depletion
The
mining industry is extremely capital intensive. We capitalize property, plant,
and equipment and depreciate these items consistent with industry standards. The
cost of property, plant and equipment is charged to depreciation expense based
on the estimated useful lives of the assets using straight-line and
unit-of-production methods. Depletion is computed using the unit-of-production
method. As discussed above, our estimates of proven and probable ore reserves
may change, possibly in the near term, resulting in changes to depreciation,
depletion and amortization rates in future reporting periods.
Impairment
of Long-Lived Assets
Management
reviews the net carrying value of all facilities, including idle facilities, on
a periodic basis. We estimate the net realizable value of each property based on
the estimated undiscounted future cash flows that will be generated from
operations at each property, the estimated salvage value of the surface plant
and equipment and the value associated with property interests. These estimates
of undiscounted future cash flows are dependent upon the future metals price
estimates over the estimated remaining mine life. If undiscounted cash flows are
less than the carrying value of a property, an impairment loss is recognized
based upon the estimated expected future cash flows from the property discounted
at an interest rate commensurate with the risk involved.
Managements
estimates of metals prices, recoverable proven and probable ore reserves, and
operating, capital and reclamation costs are subject to risks and uncertainties
of change affecting the recoverability of our investment in various projects.
Although management believes it has made a reasonable estimate of these factors
based on current conditions and information, it is reasonably possible that
changes could occur in the near term which could adversely affect managements
estimate of net cash flows expected to be generated from our operating
properties and the need for asset impairment write-downs. All estimates and
assumptions are inherently subjective to some extent and may be impacted by
bias, error, or changing conventions in the methodology of their determination
or in changing industry conditions.
Environmental
Matters
Our
operations are subject to extensive federal, state and local environmental laws
and regulations. The major environmental laws to which we are subject include,
among others, the Federal Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA, also known as the Superfund law). CERCLA can impose
joint and several liability for cleanup and investigation costs, without regard
to fault or legality of the original conduct, on current and predecessor owners
and operators of a site, as well as those who generate, or arrange for the
disposal of, hazardous substances. The risk of incurring environmental liability
is inherent in the mining industry. We own or operate property, or have
previously owned and operated property, used for industrial purposes. Use of
these properties may subject us to potential material liabilities relating to
the investigation and cleanup of contaminants and claims alleging personal
injury or property damage as the result of exposures to, or release of,
hazardous substances.
At our
operating properties, we accrue costs associated with environmental remediation
obligations in accordance with Statement of Financial Accounting Standards
(SFAS) No. 143 Accounting for Asset Retirement Obligations. SFAS No. 143
requires us to record a liability for the present value of our estimated
environmental remediation costs and the related asset created with it in the
period in which the liability is incurred. The liability will be accreted and
the asset will be depreciated over the life of the related asset. Adjustments
for changes resulting from the passage of time and changes to either the timing
or amount of the original present value estimate underlying the obligation will
be made.
At our
non-operating properties, we accrue costs associated with environmental
remediation obligations when it is probable that such costs will be incurred and
they are reasonably estimable. Accruals for estimated losses from environmental
remediation obligations have historically been recognized no later than
completion of the remedial feasibility study for such facility and are charged
to provision for closed operations and environmental matters.
We
periodically review our accrued liabilities for costs of remediation as evidence
becomes available indicating that our remediation liabilities have potentially
changed. Such costs are based on managements then current estimate of amounts
expected to be incurred when the remediation work is performed within current
laws and regulations. Recoveries of environmental remediation costs from other
parties are recorded as assets when their receipt is deemed probable.
Future
closure, reclamation and environment-related expenditures are difficult to
estimate in many circumstances due to the early stages of investigation,
uncertainties associated with defining the nature and extent of environmental
contamination, the uncertainties relating to specific reclamation and
remediation methods and costs, application and changing of environmental laws,
regulations and interpretations by regulatory authorities and the possible
participation of other potentially responsible parties. Reserves for closure
costs, reclamation and environmental matters totaled $75.2 million at December
31, 2004, and we anticipate that the majority of these expenditures relating to
these reserves will be made over the next 30 years. This amount was derived from
a range of reasonable estimates in accordance with SFAS No. 5 Accounting for
Contingencies, SFAS No. 143 and AICPA Statement of Position 96-1 Environmental
Remediation Liabilities. It is reasonably possible that the ultimate cost of
remediation could change in the future and that changes to these estimates could
have a material effect on future operating results as new information becomes
known. For environmental remediation sites known as of December 31, 2004, if the
highest estimate from the range (based upon information presently available)
were recorded, the total estimated liability would be increased by approximately
$48.4 million. For additional information, see Note 5 of Notes to Consolidated
Financial Statements.
Foreign
Exchange in Venezuela
The
Venezuelan government has fixed the exchange rate of their currency to the U.S.
dollar at 1,920 bolivares to $1, which is the exchange rate we utilize to
translate the financial statements of our Venezuelan subsidiary included in our
consolidated financial statements. Rules and regulations regarding the
implementation of exchange controls in Venezuela have been published and
periodically revised and/or updated.
Due to
the exchange controls in place, the La Camorra unit recognized foreign
exchange gains which reduced our cost of sales by $7.9 million in 2004, and $6.3 million in 2003,
due to the use of multiple exchange rates in valuing
U.S. dollar denominated transactions. As discussed above, the Venezuelan
government has fixed the exchange rate of the bolivar to the U.S. dollar at
1,920 to $1; however, markets outside of Venezuela in 2004 reflected a
devaluation of the Venezuelan currency from such fixed rates ranging from 25% to
60%.
The
Venezuelan government announced that the exchange rate of their currency to the
U.S. dollar changed from its current rate to 2,150 bolivares to $1 on March 3,
2005. This devaluation is not expected to have a significant effect on the
results of our La Camorra unit.
By-product
Credits at the San Sebastian Unit in Mexico
Cash
costs per ounce of silver at the San Sebastian unit include significant
by-product credits from gold production and the continued increase in the price
of gold. Cash costs per ounce are calculated pursuant to standards of the Gold
Institute and are consistent with how costs per ounce are calculated within the
mining industry. For the
year ended December 31, 2004, the total cash cost was $0.21 per silver ounce,
compared to a negative $0.25 per silver ounce in 2003, and $1.09 per silver
ounce in 2002. For the years ended December 31, 2004, 2003 and 2002, gold
by-product credits were approximately $6.61, $4.25, and $3.76 per silver ounce,
respectively. By-product
credits at the San Sebastian unit are deducted from operating costs in the
calculation of cash costs per ounce. If our accounting policy were changed to
treat gold production as a co-product, the following total cash costs per ounce
would be reported:
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
Silver |
|
$ |
3.42 |
|
$ |
2.14 |
|
$ |
2.67 |
|
Gold |
|
$ |
208 |
|
$ |
160 |
|
$ |
181 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash
costs per ounce of silver or gold represent measurements that management uses to
monitor and evaluate the performance of its mining operations that are not in
accordance with GAAP. We believe cash costs per ounce of silver or gold produced
provide an indicator of cash flow generation at each location and on a
consolidated basis, as well as providing a meaningful basis to compare our
results to those of other mining companies and other mining operating
properties. A reconciliation of this non-GAAP measure to cost of sales and other
direct production costs, the most comparable GAAP measure, can be found under
Reconciliation
of Total Cash Costs to Costs of Sales and Other Direct Production
Costs.
Value-added
Taxes
Value-added
taxes (VAT) are assessed in Venezuela on purchases of materials and services.
VAT is recorded as an account receivable on our consolidated balance sheet, with
a balance of $7.4 million (net of a reserve for anticipated discounts totaling
$1.9 million) at December 31, 2004, and $3.4 million at December 31, 2003 (net
of a reserve for anticipated discounts of $0.9 million).
As an
exporter from Venezuela, we are eligible for refunds from the government for
payment of VAT, and we prepare a monthly filing to obtain this refund. Refunds
are given by the government in the form of tax certificates, which are
marketable in Venezuela, generally for 95% of face value. We received our most
recent certificate from the Venezuelan government in September 2002. While we
believe that we will receive certificates for all outstanding VAT from the
Venezuelan government, issuance of certificates is slow and the likelihood of
recovery at our recorded value may diminish over time. We have established a
reserve of 20% and 21% of face value at December 31, 2004 and 2003,
respectively.
New
Accounting Pronouncements
In April
2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections (SFAS No.
145). SFAS No. 145 updates, clarifies and simplifies existing accounting
pronouncements. The provisions of SFAS No. 145 that amend SFAS No. 13 were
effective for transactions occurring after May 15, 2002, with all other
provisions of SFAS No. 145 being required to be adopted by us in January 2003.
The adoption of SFAS No. 145 did not have a material effect on our consolidated
financial statements.
On July
30, 2002, the FASB issued SFAS No. 146 Accounting for Costs Associated with
Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to be
applied prospectively to exit or disposal activities initiated after
December 31, 2002. The adoption of SFAS No. 146 did not have a material
effect on our consolidated financial statements.
In
November 2002, the FASB issued FASB Interpretation No. 45, Guarantors
Accounting for Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, an interpretation of FASB Statements No.
5, 57 and 107 and rescission of FASB Interpretation No. 34, Disclosure of
Indirect Guarantees of Indebtedness of Others (FIN 45). The adoption of FIN 45
in 2003 did not have a material effect on our consolidated financial
statements.
In
January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46) Consolidation
of Variable Interest Entities. In December 2003, the FASB issued a revision to
this interpretation (FIN 46(r)). FIN 46(r) clarifies the application of
Accounting Research Bulletin (ARB) No. 51, Consolidated Financial Statements.
FIN 46 clarifies the application of ARB No. 51 to certain entities in which
equity investors do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties.
We adopted FIN 46 in 2003 for those provisions then in effect, which did not
have a material effect on our consolidated financial statements. We adopted FIN
46(r) in 2004, which did not have a material effect on our consolidated
financial statements.
In April
2003, the FASB issued SFAS No. 149 Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. SFAS No. 149 amends and clarifies financial
accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under FASB Statement No. 133 Accounting for Derivative Instruments and Hedging
Activities. The adoption of this standard in 2003 did not have a material
effect on our consolidated financial statements.
In May
2003, the FASB issued SFAS No. 150 Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity. SFAS No. 150 establishes
standards on the classification and measurement of certain financial instruments
with characteristics of both liabilities and equity. The adoption of SFAS No.
150 in 2003 did not have a material effect on our consolidated financial
statements.
In
December 2003, the FASB revised SFAS No. 132 Employers Disclosures about
Pensions and Other Postretirement Benefits-an amendment of FASB Statements No.
87, 88, and 106. SFAS No. 132 has been revised to include additional
disclosures about the assets, obligations, cash flows and net periodic benefit
costs of defined benefit pension plans and other defined benefit postretirement
plans. The revisions do not change the measurement or recognition of those plans
required by existing standards. We adopted the new disclosure requirements of
SFAS No. 132 in 2003.
In
January 2004, the FASB issued a FASB Staff Position (FSP) regarding SFAS No.
106, Employers Accounting for Postretirement Benefits Other Than
Pensions. FSP 106-1, Accounting and Disclosure Requirements Related to
the Medicare Prescription Drug, Improvement and Modernization Act of 2003,
discusses the effect of the Medicare Prescription Drug, Improvement and
Modernization Act (the Prescription Act) enacted on December 8, 2003.
FSP 106-1 considers the effect of the two new features introduced in the
Prescription Act in determining accumulated postretirement benefit obligation
(APBO) and net periodic postretirement benefit cost, which may serve to reduce
a companys postretirement benefit costs. Companies may elect to defer
accounting for this benefit or may attempt to reflect the best estimate of the
impact of the Prescription Act on net periodic costs currently. We have
chosen to defer accounting for the benefit until the FASB issues final
accounting guidance due to various uncertainties related to this legislation and
the appropriate accounting. Our measures of APBO and net periodic
postretirement benefit costs as of and for the period ended December 31, 2004 do
not reflect the effect of the Prescription Act.
In April
2004, the Financial Accounting Standards Board (FASB) ratified Emerging Issues
Task Force (EITF) Issue No. 04-2, which amends Statement of Financial
Accounting Standards (SFAS) No. 141 Business Combinations to the extent all
mineral rights are to be considered tangible assets for accounting purposes.
There has been diversity in practice related to the application of SFAS No. 141
to certain mineral rights held by mining entities that are not within the scope
of SFAS No. 19 Financial Accounting and Reporting by Oil and Gas Producing
Companies. The SEC staffs position previously was entities outside the scope
of SFAS No. 19 should account for mineral rights as intangible assets in
accordance with SFAS No. 142 Goodwill and Other Intangible Assets. At March
31, 2004, we reclassified the net cost of mineral interests and associated
accumulated amortization to property, plant and equipment of $5.1 million, and
reclassified the amount recorded at December 31, 2003, of $5.3
million.
In May
2004, the FASB issued a second FSP regarding SFAS No. 106. FSP 106-2,
Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003, discusses the effect of the
Prescription Act. FSP 106-2 considers the effect of the two new features
introduced in the Prescription Act in determining APBO and net periodic
postretirement benefit cost, which may serve to reduce a companys
post-retirement benefit costs. The adoption of FSP 106-2 did not have a material
impact on our consolidated financial statements.
In
November 2004, the FASB issued SFAS No. 151, Inventory Costs, an Amendment of
ARB No. 43, Chapter 4. SFAS 151 amends ARB 43, Chapter 4, to clarify that
abnormal amounts of idle facility expense, freight, handling costs and wasted
materials (spoilage) be recognized as current period charges. It also requires
that allocation of fixed production overheads to the costs of conversion be
based on the normal capacity of the production facilities. SFAS 151 is
effective for inventory costs incurred during fiscal years beginning after June
15, 2005. The adoption of SFAS 151 did not have a material effect on our
consolidated financial statements.
In
December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
Assets, an Amendment of APB Opinion No. 29. The guidance in APB Opinion
No. 29, Accounting for Nonmonetary Transactions, is based on the principle
that exchanges of nonmonetary assets should be measured based on the fair value
of the assets exchanged. The guidance in APB Opinion No. 29, however,
included certain exceptions to that principle. SFAS No. 153 amends APB Opinion
No. 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetary exchange
has commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. SFAS No. 153 is
effective for nonmonetary asset exchanges in fiscal periods beginning after
June 15, 2005. The adoption of SFAS No. 153 is not expected to have a
material effect on our consolidated financial statements.
In
December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment. This
Statement is a revision to SFAS No. 123, Accounting for Stock-Based
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock
Issued to Employees. SFAS No. 123(R) requires the measurement of the cost
of employee services received in exchange for an award of equity instruments
based on the grant-date fair value of the award. The cost will be recognized
over the period during which an employee is required to provide service in
exchange for the award. No compensation cost is recognized for equity
instruments for which employees do not render service. We will adopt
SFAS No. 123(R) on July 1, 2005, requiring compensation cost to be
recognized as expense for the portion of outstanding unvested awards, based on
the grant-date fair value of those awards calculated using an option pricing
model. This requirement will reduce net operating cash flows and increase
net financing cash flows in periods after adoption. We are currently evaluating
the impact this new pronouncement will have on our consolidated financial
statements.
In
December 2004, the FASB issued two FSPs that provide accounting guidance on how
companies should account for the effects of the American Jobs Creation Act of
2004 (the Act) that was signed into law on October 22, 2004. The Act could
affect how companies report their deferred income tax balances. The first FSP is
FSP FAS 109-1 (FSP 109-1); the second is FSP FAS 109-2 (FSP 109-2). In FSP
109-1, the FASB concludes that the tax relief (special tax deduction for
domestic manufacturing) from the Act should be accounted for as a special
deduction instead of a tax rate reduction. FSP 109-2 gives a company additional
time to evaluate the effects of the Act on any plan for reinvestment or
repatriation of foreign earnings for purposes of applying SFAS No. 109,
Accounting for Income Taxes. However, a company must provide certain
disclosures if it chooses to utilize the additional time granted by the FASB. We
are evaluating the impact, if any, these FSPs may have on our consolidated
financial statements.
Forward-Looking
Statements
The
foregoing discussion and analysis, as well as certain information contained
elsewhere in this Form 10-K, contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and are intended to be
covered by the safe harbor created thereby. See the discussion in
Forward-Looking Statements on page 2 of this document.
Item
7A. Quantitative
and Qualitative Disclosures About Market Risk
The
following discussion about our risk-management activities includes
forward-looking statements that involve risk and uncertainties, as well as
summarizes the financial instruments and derivative instruments held by us at
December 31, 2004, which are sensitive to changes in interest rates and
commodity prices and are not held for trading purposes. Actual results could
differ materially from those projected in the forward-looking statements. In the
normal course of business, we also face risks that are either nonfinancial or
nonquantifiable (see Part I, Item 1 -- Risk Factors).
Interest-Rate
Risk Management
At
December 31, 2004, certain of our short-term investments were subject to changes
in market interest rates and were sensitive to those changes. We currently have
no derivative instruments to offset the risk of interest rate changes. We may
choose to use derivative instruments in the future, such as interest rate swaps,
to manage the risk associated with interest rate changes.
The
following table presents principal cash flows (in thousands) for short-term
investments sensitive to changes in market interest rates at December 31, 2004,
by maturity date and the related average interest rate. The variable rates are
estimated based on implied forward rates in the yield curve at the reporting
date.
|
|
Expected
Maturity Date |
|
|
|
Fair
|
|
|
|
2005 |
|
2006 |
|
2007 |
|
2008 |
|
2009 |
|
Total
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term
investments |
|
$ |
18,478 |
|
|
-
- |
|
|
-
- |
|
|
-
- |
|
|
-
- |
|
$ |
18,478 |
|
$ |
18,478 |
|
Average
interest rate |
|
|
1.996
|
% |
|
-
- |
|
|
-
- |
|
|
-
- |
|
|
-
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity-Price
Risk Management
At times,
we use commodity forward sales commitments, commodity swap contracts and
commodity put and call option contracts to manage our exposure to fluctuation in
the prices of certain metals which we produce. Contract positions are designed
to ensure that we will receive a defined minimum price for certain quantities of
our production. We use these instruments to reduce risk by offsetting market
exposures. We are exposed to certain losses, generally the amount by which the
contract price exceeds the spot price of a commodity, in the event of
nonperformance by the counterparties to these agreements. The instruments held
by us are not leveraged and are held for purposes other than trading. All
contracts outstanding at December 31, 2004, are required to be accounted for as
derivatives under SFAS No. 133.
The
following table provides information about our forward sales contracts at
December 31, 2004. The table presents the notional amount in tonnes, the
average forward sales price and the total-dollar contract amount expected by the
maturity dates, which occur during 2005.
|
|
Expected
Maturity |
|
|
|
Date |
|
|
|
2005 |
|
|
|
|
|
Forward
contracts: |
|
|
|
Lead
tonnes |
|
|
4,050 |
|
Future
price (per tonne) |
|
$ |
782.40 |
|
Contract
amount (in thousands) |
|
$ |
3,169 |
|
Estimated
fair value |
|
$ |
(904 |
) |
Estimated
% of annual production committed
to contracts |
|
|
19 |
% |
At
December 31, 2004, a decrease of $0.01 per pound in the price of lead would
decrease our exposure to losses in 2005 by approximately $90,000.
Item
8. Financial
Statements and Supplementary Data
Our
consolidated financial statements are included herein beginning on page F-1.
Financial statement schedules are omitted as they are not applicable or the
information required is included in the consolidated financial statements.
The
following table sets forth supplementary financial data (in thousands except for
per share amounts) for us for each quarter of the years ended December 31, 2004
and 2003, derived from unaudited financial statements. The data set forth below
should be read in conjunction with and is qualified in its entirety by reference
to our Consolidated Financial Statements.
|
|
First |
|
Second |
|
Third |
|
Fourth |
|
|
|
2004 |
|
Quarter |
|
Quarter |
|
Quarter |
|
Quarter |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
of products |
|
$ |
36,650 |
|
$ |
31,712 |
|
$ |
33,718 |
|
$ |
28,746 |
|
$ |
130,826 |
|
Gross
profit |
|
$ |
13,409 |
|
$ |
10,071 |
|
$ |
6,905 |
|
$ |
7,021 |
|
$ |
37,406 |
|
Net
income (loss) |
|
$ |
6,180 |
|
$ |
2,748 |
|
$ |
(11,292 |
) |
$ |
(3,770 |
) |
$ |
(6,134 |
) |
Preferred
stock dividends |
|
$ |
(11,188 |
) |
$ |
(138 |
) |
$ |
(138 |
) |
$ |
(138 |
) |
$ |
(11,602 |
) |
Income
(loss) applicable to common shareholders |
|
$ |
(5,008 |
) |
$ |
2,610 |
|
$ |
(11,430 |
) |
$ |
(3,908 |
) |
$ |
(17,736 |
) |
Basic
and diluted income (loss) per common share |
|
$ |
(0.04 |
) |
$ |
0.02 |
|
$ |
(0.10 |
) |
$ |
(0.03 |
) |
$ |
(0.15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
of products |
|
$ |
26,441 |
|
$ |
30,203 |
|
$ |
28,079 |
|
$ |
31,630 |
|
$ |
116,353 |
|
Gross
profit |
|
$ |
6,955 |
|
$ |
9,645 |
|
$ |
10,390 |
|
$ |
8,045 |
|
$ |
35,035 |
|
Income
(loss) before cumulative effect of change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
accounting
principle |
|
$ |
5,661 |
|
$ |
2,540 |
|
$ |
(17,460 |
) |
$ |
2,171 |
|
$ |
(7,088 |
) |
Net
income (loss) (1) |
|
$ |
6,733 |
|
$ |
2,540 |
|
$ |
(17,460 |
) |
$ |
2,171 |
|
$ |
(6,016 |
) |
Preferred
stock dividends |
|
$ |
(659 |
) |
$ |
(659 |
) |
$ |
(659 |
) |
$ |
(10,177 |
) |
$ |
(12,154 |
) |
Income
(loss) applicable to common shareholders |
|
$ |
6,076 |
|
$ |
1,881 |
|
$ |
(18,119 |
) |
$ |
(8,008 |
) |
$ |
(18,170 |
) |
Basic
and diluted income (loss) per common share |
|
$ |
0.06 |
|
$ |
0.02 |
|
$ |
(0.16 |
) |
$ |
(0.07 |
) |
$ |
(0.16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
On
January 1, 2003, we adopted SFAS No. 143 Accounting for Asset Retirement
Obligations, which resulted in a positive cumulative effect of change in
accounting principle of $1.1 million. 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. SFAS No. 143 requires us to record a
liability for the present value of estimated environmental remediation
costs and the related asset created with it.
|
Item
9. Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosures
None
Item
9A. Controls
and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed with the SEC, pursuant
to the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the SEC and that
such information is accumulated and communicated to our management, including
our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as
appropriate, to allow timely decisions regarding required
disclosures.
In
connection with the requirements of Section 404 of the Sarbanes Oxley Act of
2002, we identified three material weaknesses related to our system of internal
controls over financial reporting during the fourth quarter of 2004. These
material weaknesses are discussed below. Two of the material weaknesses
concern an employee strike at our Velardeña processing Mill (the Mill) in Mexico. First,
management was not able to complete testing of all internal controls at the Mill
as access to the Mill was restricted, as provided by Mexican law and practice,
by the employees on strike. Second, operations personnel, in order to preserve
the equipment, prepared for the strike by emptying work-in-process inventory
into the tailings impoundment at the Mill, and the emptying of the
work-in-process inventory was not properly communicated to accounting personnel.
BDO Seidman, LLP, our external auditors, identified the work-in-process matter
as a part of their audit of our consolidated financial statements, and the
result was an adjustment to our consolidated financial statements to correctly
state the balance of work-in-process inventory. This
adjustment is reflected in the 2004 financial statements presented in this
annual report on Form 10-K. The third
material weakness relates to the lack of appropriate levels of monitoring and
oversight of the accounts payable process in Mexico, which lack of monitoring and oversight restricts the
Companys ability to analyze, reconcile and accurately report information
relative to accounts payable.
Management
considers the above three items to be material weaknesses in financial reporting
for the year ended December 31, 2004. Management made this assessment using the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework. Plans for
remediation of the inability to test all controls at the Mill are dependent upon
resolution of the strike at the Mill, and management intends to test controls at
the Mill once access is reinstated. Remediation steps taken to date with regard
to the lack of communication to accounting personnel have included discussion
and education of personnel involved in the Mill operating and financial
reporting process. Management believes this to be an isolated incident due to
the circumstances surrounding the strike, and management has taken steps to
prevent a reccurrence in the future. With regard to the internal controls over
the accounts payable process in Mexico, management intends to provide additional
training to the accounting staff in Mexico concerning proper recording of
accounts payable transactions and the reconciliation and review of accounts
payable and related accounts payable transactions and balances. Additionally,
management intends to provide additional oversight via review and monitoring by
management of the Mexican operations as well as additional oversight by the
corporate accounting department.
Based
upon the presence of these material weaknesses, managements evaluation, which
was performed under the supervision and with the participation of management,
including our CEO and CFO, of the effectiveness of the design and operation of
our disclosure controls and procedures, is that management concludes
that our disclosure controls and procedures were ineffective as of December 31,
2004, in ensuring that all material information required to be filed in this
annual report on Form 10-K has been made known to it in a timely
fashion.
Other
than the items discussed above, there have been no significant changes in our
internal controls or in other factors that could significantly affect internal
controls subsequent to December 31, 2004.
Managements
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our management assessed the effectiveness of our
internal control over financial reporting as of December 31, 2004. In
making this assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in
Internal
Control-Integrated Framework.
Management
excluded the Greens Creek Joint Venture (Greens Creek), a 29.73% owned
subsidiary, from its assessment of internal control over financial reporting as
of December 31, 2004. Greens Creek was excluded because management is not able
to assess the effectiveness of internal control at Greens Creek because the
Company does not have the ability to dictate or modify the controls of Greens
Creek and does not have the ability to assess those controls. Greens Creek total
assets and total revenues represent 24.2% and 26.1%, respectively, of our
related consolidated financial statement amounts as of and for the year ended
December 31, 2004.
Our
evaluation of internal controls as of December 31, 2004, resulted in the
identification of material weaknesses. 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 material weaknesses
identified are as follows:
· |
In
planning its assessment of internal control, management determined that
controls over the processes at the Velardeña mill (the Mill) in Mexico
should be documented and tested. Employees at the Mill have been on strike
since October 16, 2004. The strike was not anticipated by management. As a
result of this strike and the resulting shutdown in operations at the
Mill, management was not able to complete all the testing of controls that
it had planned to perform. Management successfully completed tests of the
controls relating to the processing costs at the Mill, but managements
testing of controls over the determination of the quantity of metal ounces
in the Mill work-in-process inventory was not completed before the strike
occurred. Processing costs incurred at the Mill represent approximately 6%
of Cost of Sales during the year ended December 31, 2004. The Mill
work-in-process inventory as of December 31, 2004 is zero due to the
circumstances described in the following paragraph. Management believes
that its inability to test these controls as planned is a material
weakness in its control environment and monitoring components of internal
control as defined by the COSO
framework. |
· |
When
the strike occurred, the Mill supervisors determined the inventory
quantities and reported them to accounting personnel. Subsequently,
certain shutdown procedures were performed at the Mill, which included
emptying work-in-process inventory into the tailings impoundment. The
emptying of the work-in-process inventory was not reported to accounting
personnel who would have adjusted the Mill inventory balance to zero had
the information been reported. This discrepancy was discovered by our
independent auditors during their year end audit. As a result, management
recorded an adjustment of $421,000 to properly reflect the work in process
inventory balance. This adjustment is reflected in the 2004 financial
statements presented in this annual report on Form 10-K. Management
considers the failure of the accounting personnel to be properly notified
of the Mill activity a material weakness under the information and
communication component of the COSO framework.
|
· |
At
our Mexican operations, certain vendor balances in accounts payable were
not reviewed and adjusted on a timely basis to proper balances. The
Company failed to have an appropriate control in place for oversight and
monitoring of the detail of accounts payable balances. The result was four
errors in recorded balances, none of which alone, or in the aggregate,
was material to the financial statements of the Company; however, the
lack of a control over the monitoring of the detail of accounts payable
records cannot ensure that a material misstatement in the financial
statements would be prevented or detected under normal operating
conditions. Accordingly, the Company views the lack of a control to monitor the
detail of accounts payable records as a material weakness in financial
reporting. |
Due to
these material weaknesses, management concludes that internal controls over
financial reporting were ineffective as of December 31, 2004. Furthermore, the
Companys independent auditors, BDO Seidman LLP, have issued a disclaimer of
opinion with respect to the Companys internal controls over financial reporting
due to the auditors inability to test controls over financial reporting at the
Mill in Mexico, as described in BDO Seidman, LLPs report, which
report is included in this annual report on Form 10-K.
Report
of Independent Registered Public Accounting Firm
The Board
of Directors and Shareholders of
Hecla
Mining Company
Coeur
dAlene, Idaho
We were
engaged to audit managements assessment, included in the accompanying
Managements Report on Internal Control over Financial Reporting appearing under
Item 9A, that Hecla Mining Company did not maintain effective internal control
over financial reporting as of December 31, 2004 because of the material weaknesses noted below, and based on the criteria
established in Internal
ControlIntegrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Hecla Mining Companys management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting.
The
Companys financial statements include Greens Creek Joint Venture; a 29.73
percent owned subsidiary that is proportionately consolidated in accordance with
Emerging Issues Task Force No. 00-1. Management has been unable to
assess the effectiveness of internal control at this subsidiary due to the fact
that the Company does not have the ability to dictate or modify the controls of
the subsidiary and also does not have the ability to assess those
controls.
The
Companys employees at the Velardeña Mill in Mexico initiated a strike in
October 2004. As a result of this strike, the Velardeña Mill has been
temporarily idled. Additionally, the terms of the strike are such that access to
the facility is limited. As this strike occurred before Management was able to
complete all of its testing of the internal controls for the Velardeña Mill
operations, we are unable to evaluate the effectiveness of the Companys
internal controls over the Velardeña Mill operations.
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 has been identified and included
in managements assessment. The Companys accounts payable process in Mexico has
an insufficient level of monitoring, training and oversight, which restricts the
Companys ability to analyze, reconcile and accurately report information
relative to the accounts payable. In addition, inventory that was in process at
the date of the strike at the Velardeña Mill in Mexico was disposed of into the
tailings pond by operations, but this event did not get communicated to
accounting, and was therefore not properly expensed until the matter was
discovered by us during the
financial statement audit procedures. As a result, the Company recorded an adjustment
as of December 31, 2004 to decrease the year-end inventory balance and to increase the net
loss by $421,000. We believe these conditions represent a
material weakness under the standards of the Public Company Accounting Oversight
Board (United States), in the design and operation of the internal control of
Hecla Mining Company in effect as of, and for the year ended, December 31,
2004.
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 companys 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 companys
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.
Since
management was unable to complete all of its testing of internal control related
to the Velardeña Mill operations, the scope of our work was not sufficient to
enable us to express, and we do not express, an opinion either on managements
assessment or on the effectiveness of the companys internal control over
financial reporting.
We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements of Hecla
Mining Company as of December 31, 2004 and 2003 and our report dated March
10, 2005 expressed
an unqualified opinion on these consolidated financial statements.
/s/ BDO
Seidman, LLP
March 10,
2005
Spokane,
Washington
Item 9B.
Other
Information
On
December 14, 2004, we entered into indemnification agreements with each of our
directors and executive officers. A copy of the form of these indemnification
agreements is attached to this Form 10-K as Exhibit 10.4.
Part
III
Item
10. Directors
and Executive Officers of the Registrant
Information
with respect to our directors and executive officers is set forth as follows:
|
Age
at |
|
|
|
May
6, 2005 |
|
Position
and Committee Assignments |
|
|
|
|
Ian
Atkinson |
55 |
|
Vice
President - Exploration and Strategy |
|
|
|
|
Phillips
S. Baker, Jr. |
45 |
|
President
and Chief Executive Officer, Director (1,6) |
|
|
|
|
Michael
H. Callahan |
41 |
|
Vice
President - Corporate Development |
|
|
|
|
Ronald
W. Clayton |
46 |
|
Vice
President - North American Operations |
|
|
|
|
Thomas
F. Fudge, Jr. |
50 |
|
Vice
President - Operations |
|
|
|
|
Vicki
Veltkamp |
48 |
|
Vice
President - Investor and Public Relations |
|
|
|
|
Lewis
E. Walde |
38 |
|
Vice
President and Chief Financial Officer |
|
|
|
|
Arthur
Brown |
64 |
|
Chairman
of the Board (1,7) |
|
|
|
|
David
J. Christensen |
43 |
|
Director
(2,3,8) |
|
|
|
|
John
E. Clute |
70 |
|
Director
(1,4,5) |
|
|
|
|
Ted
Crumley |
60 |
|
Director
(1,2,4,5) |
|
|
|
|
Charles
L. McAlpine |
71 |
|
Director
(3,4,5,7) |
|
|
|
|
George
R. Nethercutt, Jr. |
60 |
|
Director
|
|
|
|
|
Jorge
E. Ordoñez C. |
65 |
|
Director
(2,3,4,7) |
|
|
|
|
Dr.
Anthony P. Taylor |
63 |
|
Director
(7,8) |
(1) |
Member
of Executive Committee |
(2) |
Member
of Finance Committee |
(3) |
Member
of Audit Committee |
(4) |
Member
of Corporate Governance and Directors Nominating Committee
|
(5) |
Member
of Compensation Committee |
(6) |
Member
of Retirement Board |
(7) |
Member
of Technical Committee |
(8) |
Elected
by holders of Series B preferred stock |
Ian
Atkinson was
appointed Vice President - Exploration and Strategy in September 2004. Prior to
that, Mr. Atkinson was a senior management consultant for various mining
companies from 2001 to August 2004. He was Senior Vice President with Battle
Mountain Gold Company from 1996 to 2001; Senior Vice President with Hemlo Gold
Mines from 1991 to 1996; and held various positions with Noranda Exploration
Company from 1979 to 1991. Mr. Atkinson was a senior geologist/geophysicist with
Resource Associates of Alaska from 1978 to 1979 and regional geologist with
McIntyre Mines Limited from 1974 to 1978.
Phillips
S. Baker, Jr., has been our Chief Executive Officer since May 2003; President
since November 2001; and a director since November 2001. Prior to that, Mr.
Baker was our Chief Financial Officer from May 2001 to June 2003; Chief
Operating Officer from November 2001 to May 2003; and Vice President from May
2001 to November 2001. Prior to joining us, Mr. Baker served as Vice President
and Chief Financial Officer of Battle Mountain Gold Company (a mining company)
from March 1998 to January 2001 and Vice President and Chief Financial Officer
of Pegasus Gold Corporation from January 1994 to January 1998. Mr. Baker also
serves as a director for Questar Corporation (a Utah natural gas, pipeline and
exploration and development company).
Michael
H. Callahan has been our Vice President - Corporate Development since February
2002. Mr. Callahan was also the President of our subsidiary company, Minera
Hecla Venezolana from 2000 to 2003. Prior to that, Mr. Callahan was our Director
of Accounting and Information Services from 1999 to 2000. From 1997 to 1999, Mr.
Callahan was the Financial Manager of Silver Valley Resources. Mr. Callahan was
also a Senior Financial Analyst for us from 1994 to 1996. Mr. Callahan is the
son-in-law of Arthur Brown, Chairman of our board of directors.
Ronald W.
Clayton was appointed Vice President - North American Operations on September
27, 2002. Prior to joining us, Mr. Clayton was Vice President - Operations for
Stillwater Mining Company (a mining company) from July 2000 to May 2002. Mr.
Clayton was also our Vice President - Metals Operations from May 2000 to July
2000. Mr. Clayton also served as Manager of Operations and General Manager of
our Rosebud, Republic and Lucky Friday mines from 1987 to 2000.
Thomas F.
Fudge, Jr., has been our Vice President - Operations since June 2001 and
currently serves as the Executive President of our subsidiary company, Minera
Hecla Venezolana. Prior to that, Mr. Fudge was our Manager of Operations from
July 2000 to May 2001, and our Lucky Friday Unit Manager from 1995 to
2000.
Vicki
Veltkamp has been our Vice President - Investor and Public Relations since May
2000. Prior to that, Ms. Veltkamp served in various administrative functions
with us from 1988 to 1993 and 1995 to 2000, including Public Relations
Specialist, Manager of Public Relations, Manager of Corporate Communications and
Director of Investor and Public Relations. Ms. Veltkamp was Director of
Corporate Communications for Santa Fe Pacific Gold from 1993 to
1995.
Lewis E.
Walde has been our Vice President since June 2001 and our Chief Financial
Officer since June 2003. Mr. Walde has also served as our Treasurer since
February 2002. Prior to that, Mr. Walde was our Controller from May 2000 to
June 2003, our Assistant Controller from January 1999 to April 2000, and held
various accounting functions with us from June 1992 to December
1998.
Arthur
Brown has been Chairman of our board of directors since June 1987 and served as
our Chief Executive Officer from May 1987 to May 2003. Prior to that, Mr. Brown
was our President from May 1986 to November 2001 and our Chief Operating Officer
from May 1986 to May 1987. Mr. Brown also serves as a director for AMCOL
International Corporation (an American industrial minerals company), and Idaho
Independent Bank. Mr. Brown is the father-in-law of Michael H. Callahan, our
Vice President - Corporate Development.
David J.
Christensen was appointed to Heclas Board of Directors in August 2003. He had
previously served as a director from May 2002 to October 2002 when he was
elected to the Board of Directors by preferred shareholders in May 2002. Mr.
Christensen was a research analyst with Credit Suisse First Boston (an
investment banking company) from October 2002 to August 2003; Global Coordinator
and First Vice President, Merrill Lynch & Co. (an investment banking
company) from 1998 to 2001; Vice President and Precious Metals Equity Analyst,
Merrill Lynch & Co. from 1994 to 1998; Portfolio Manager of Franklin Gold
Fund and Valuemark Precious Metals Funds for Franklin Templeton Group from 1990
to 1994.
John E.
Clute has served as a director since 1981. Mr. Clute has been a Professor of Law
at Gonzaga University School of Law from 2001 to the present. Prior to that, Mr.
Clute was the Dean of Gonzaga University School of Law from 1991 to 2001. Mr.
Clute serves as a director of The Jundt Growth Fund, Inc.; the Jundt Funds, Inc.
(Jundt U.S. Emerging Growth Fund, Jundt Opportunity Fund, Jundt Mid-Cap Growth
Fund, Jundt Science & Technology Fund and Jundt Twenty-Five Fund); American
Eagle Funds, Inc. (American Eagle Capital Appreciation Fund, American Eagle
Large-Cap Growth Fund and American Eagle Twenty Fund); and RealResume, Inc.
Ted
Crumley has served as a director since 1995. Mr. Crumley has served as the
Executive Vice President and Chief Financial Officer of OfficeMax Inc.
(distributor of office products) since January 2005, and as Senior Vice
President from November 2004 to January 2005. Prior to that, Mr. Crumley was
Senior Vice President and Chief Financial Officer of Boise, Inc. (a wood and
paper company), from 1994 to 2004.
Charles
L. McAlpine has served as a director since 1989. Mr. McAlpine served as the
President of Arimathaea Resources Inc. (a Canadian gold exploration company)
from 1982 to 1992. Since 1992, Mr. McAlpine has been retired. Mr. McAlpine also
serves as a director of First Tiffany Resource Corporation, Goldstake
Explorations Inc. and Postec Systems Inc.
George R.
Nethercutt, Jr. was appointed to Heclas Board of Directors in February 2005.
Mr. Nethercutt has been a principal of Lundquist, Nethercutt & Griles, LLC,
(a strategic planning and consulting firm) and a board member for the Washington
Policy Center since January 2005. From 1995 to 2005, Mr. Nethercutt served in
the U.S. House of Representatives, including House subcommittees on Interior,
Agriculture, Defense Appropriations, and Energy. He has been a member of the
Washington State Bar Association since 1972.
Jorge E.
Ordoñez C. has served as a director since 1994. Mr. Ordoñez has served as the
President and Chief Executive Officer of Ordoñez Profesional S.C. (a business
and management consulting corporation specializing in mining) from 1988 to
present. Mr. Ordoñez is a director of Fischer-Watt Gold Co., Inc. Mr. Ordoñez
received the Mexican National Geology Recognition in 1989 and was elected to the
Mexican Academy of Engineering in 1990.
Dr.
Anthony P. Taylor has served as a director since May 2002. Mr. Taylor has been
the President, CEO and Director of Gold Summit Corporation (a public Canadian
minerals exploration company) since October 2003. Mr. Taylor has also served as
President and Director of Caughlin Preschool Corp. (a private Nevada corporation
that operates preschools) since October 2001 and has also been a director of
Greencastle Resources Corporation since December 2003. Prior to that, Mr. Taylor
was President, Chief Executive Officer and Director of Millennium Mining
Corporation (a private Nevada minerals exploration company) from January 2000 to
October 2003; Vice President - Exploration of First Point US Minerals from May
1997 to December 1999; President and Director of Great Basin Exploration &
Mining Co., Inc. from June 1990 to January 1996. Mr. Taylor also held various
exploration, management and geologist positions in the mining industry from 1964
to 1990.
Information
with respect to our directors is set forth under the caption Election of
Director by Common Shareholders and Election of Directors by Preferred
Shareholders in our proxy statement to be filed pursuant to Regulation 14A for
the annual meeting scheduled to be held on May 6, 2005 (the Proxy Statement),
which information is incorporated herein by reference.
Reference
is made to the information set forth in the first paragraph under the caption
Audit Committee Report - Membership and Role of the Audit Committee, and under
the caption Corporate Governance in the Proxy Statement to be filed pursuant
to Regulation 14A, which information is incorporated herein by
reference.
Reference
is made to the information set forth under the caption Section 16(A) Beneficial
Ownership Reporting Compliance in the Proxy Statement to be filed pursuant to
Regulation 14A, which information is incorporated herein by
reference.
Reference
is made to the information set forth under the caption Available Information
in Item 1 for information about the Companys Code of Business Conduct and
Ethics, which information is incorporated herein by reference.
Item
11. Executive
Compensation
Reference
is made to the information set forth under the caption Compensation of
Directors, the caption Compensation of Executive Officers, the caption
Compensation Committee Interlocks and Insider Participation, the caption
Compensation Tables, the first paragraph under the caption Certain
Information About the Board of Directors and Committees of the Board and under
the caption Other Benefits in the Proxy Statement to be filed pursuant to
Regulation 14A, which information is incorporated herein by reference.
Item
12. Security
Ownership of Certain Beneficial Owners and Management
Reference
is made to the information set forth under the caption Security Ownership of
Certain Beneficial Owners and Management and the caption Equity Compensation
Plan Information in the Proxy Statement to be filed pursuant to Regulation 14A,
which information is incorporated herein by reference.
Item
13. Certain
Relationships and Related Transactions
Reference
is made to the information set forth in the Proxy Statement to be filed pursuant
to Regulation 14A, which information is incorporated herein by reference.
Item
14. Principal
Accounting Fees and Services
Reference
is made to the information set forth under the caption Audit Fees - Audit and
Non-Audit Fees in the Proxy Statement to be filed pursuant to Regulation 14A,
which information is incorporated herein by reference.
Reference
is made to the information set forth under the caption Audit Fees - Policy on
Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent
Auditors in the Proxy Statement to be filed pursuant to Regulation 14A, which
information is incorporated herein by reference.
Part
IV
Item
15. Exhibits,
Financial Statement Schedules and Reports on Form 8-K
|
(a) |
(1) Financial
Statements |
See Index
to Financial Statements on Page F-1
|
(a) |
(2) Financial
Statement Schedules |
Not
applicable
See
Exhibit Index following the Financial Statements
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.
|
|
|
|
HECLA MINING
COMPANY |
|
|
|
|
By: |
/s/ Phillips S. Baker, Jr. |
|
|
|
|
|
Phillips
S. Baker, Jr. Chief Executive Officer and Director |
|
|
|
|
Date: |
March 16, 2005 |
|
|
|
|
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/ Phillips S. Baker, Jr. |
|
3/16/05 |
|
/s/ Ted Crumley |
|
3/16/05 |
Phillips
S. Baker, Jr. |
|
Date |
|
Ted Crumley |
|
Date |
President,
Chief Executive Officer |
|
|
|
Director |
|
|
and
Director |
|
|
|
|
|
|
(principal
executive officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Lewis E. Walde |
|
3/16/05 |
|
/s/ Charles L. McAlpine |
|
3/16/05 |
Lewis
E. Walde |
|
Date |
|
Charles
L. McAlpine |
|
Date |
Vice
President and Chief
Financial Officer |
|
|
|
Director |
|
|
(principal
financial and accounting officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Arthur Brown |
|
3/16/05 |
|
/s/
George R. Nethercutt, Jr. |
|
3/16/05 |
Arthur
Brown |
|
Date |
|
George
R. Nethercutt, Jr. |
|
Date |
Chairman
and Director |
|
|
|
Director |
|
|
|
|
|
|
|
|
|
/s/
David J. Christensen |
|
3/16/05 |
|
/s/
Jorge E. Ordoñez |
|
3/16/05 |
David
J. Christensen |
|
Date |
|
Jorge
E. Ordoñez |
|
Date |
Director |
|
|
|
Director |
|
|
|
|
|
|
|
|
|
/s/
John E. Clute |
|
3/16/05 |
|
/s/
Anthony P. Taylor |
|
3/16/05 |
John
E. Clute |
|
Date |
|
Anthony
P. Taylor |
|
Date |
Director |
|
|
|
Director |
|
|
Index to Consolidated Financial Statements
|
|
|
Consolidated
Financial Statements |
Page |
|
|
|
Reports
of Independent Registered Public Accounting Firms |
F-2
to F-3 |
|
|
|
Consolidated
Balance Sheets at December 31, 2004 and 2003 |
F-4 |
|
|
|
|
Consolidated
Statements of Operations and Comprehensive Income (Loss) |
|
for
the Years Ended December 31, 2004, 2003 and 2002 |
F-5 |
|
|
|
Consolidated
Statements of Cash Flows for the Years Ended |
|
December
31, 2004, 2003 and 2002 |
F-6 |
|
|
|
Consolidated
Statements of Changes in Shareholders Equity for the |
|
Years
Ended December 31, 2004, 2003 and 2002 |
F-7 |
|
|
|
Notes
to Consolidated Financial Statements |
F-8
to F-54 |
|
|
|
|
|
|
|
|
|
Report of
Independent Registered Public Accounting Firm
The Board
of Directors and Shareholders of
Hecla
Mining Company
Coeur
dAlene, Idaho
We have
audited the accompanying consolidated balance sheets of Hecla Mining Company as
of December 31, 2004 and 2003, and the related consolidated statements of
operations and comprehensive income (loss), cash flows and changes in
shareholders equity for each of the three years in the period ended December
31, 2004. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of the
Greens Creek Joint Venture, a 29.73 percent owned subsidiary, which statements
reflect total assets constituting 24.2 percent and 19.4 percent of the
consolidated total assets as of December 31, 2004 and 2003, respectively,
and 26.1 percent, 26.9 percent and 24.0 percent, respectively, of the
consolidated revenues for the years ended December 31, 2004, 2003 and 2002,
respectively. Those statements were audited by other auditors whose reports have
been furnished to us, and our opinion, insofar as it relates to the amounts
included for the Greens Creek Joint Venture, is based solely on the reports of
the other auditors.
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 and the reports of
the other auditors provide a reasonable basis for our opinion.
In our
opinion, based on our audits and the reports of other auditors, the consolidated
financial statements referred to above present fairly, in all material respects,
the financial position of Hecla Mining Company at December 31, 2004 and 2003,
and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.
As
discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for asset retirement obligations in
2003.
We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of Hecla Mining Companys
internal control over financial reporting as of December 31, 2004, based on
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and issued our report
dated March 10, 2005, which disclaimed an opinion on the Hecla Mining Companys
internal controls over financial reporting.
March 10,
2005
Spokane,
Washington
Report
of Independent Registered Public Accounting Firm
To the
Management Committee of the Greens Creek Joint Venture:
In our
opinion, the accompanying balance sheets and the related statements of
operations, of changes in venturers equity and of cash flows present fairly, in
all material respects, the financial position of Greens Creek Joint Venture (the
Venture) as of December 31, 2004 and 2003, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
2004 in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Ventures
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As
discussed in a note to the financial statements, the Venture changed the manner
in which it accounts for asset retirement obligations as of January 1,
2003.
/PricewaterhouseCoopers
LLP/
Salt Lake
City, Utah
February
1, 2005
Hecla
Mining Company and Subsidiaries
Consolidated
Balance Sheets
(In
thousands, except share data)
__________
|
|
December
31, |
|
|
2004 |
|
2003 |
ASSETS |
|
|
|
|
|
|
|
|
|
Current
assets: |
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents |
|
$ |
52,610 |
|
|
$ |
105,387 |
|
|
Short-term
investments |
|
|
28,178 |
|
|
|
18,003 |
|
|
Accounts
and notes receivable: |
|
|
|
|
|
|
|
|
|
Trade |
|
|
6,911 |
|
|
|
6,975 |
|
|
Other |
|
|
15,025 |
|
|
|
9,343 |
|
|
Inventories |
|
|
20,250 |
|
|
|
16,936 |
|
|
Deferred
income taxes |
|
|
-
- |
|
|
|
1,427 |
|
|
Other
current assets |
|
|
5,607 |
|
|
|
3,174 |
|
|
|
Total
current assets |
|
|
128,581 |
|
|
|
161,245 |
|
Investments |
|
|
1,657 |
|
|
|
722 |
|
Restricted
cash and investments |
|
|
19,789 |
|
|
|
6,447 |
|
Properties,
plants and equipment, net |
|
|
114,515 |
|
|
|
95,315 |
|
Deferred
income taxes |
|
|
-
- |
|
|
|
896 |
|
Other
noncurrent assets |
|
|
14,906 |
|
|
|
13,570 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets |
|
$ |
279,448 |
|
|
$ |
278,195 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities |
|
$ |
16,042 |
|
|
$ |
13,847 |
|
|
Accrued
payroll and related benefits |
|
|
9,405 |
|
|
|
7,307 |
|
|
Current
portion of debt |
|
|
-
- |
|
|
|
2,332 |
|
|
Accrued
taxes |
|
|
2,379 |
|
|
|
3,193 |
|
|
Current
portion of accrued reclamation and closure costs |
|
|
9,237 |
|
|
|
7,400 |
|
|
|
Total
current liabilities |
|
|
37,063 |
|
|
|
34,079 |
|
Long-term
debt |
|
|
-
- |
|
|
|
2,341 |
|
Accrued
reclamation and closure costs |
|
|
65,951 |
|
|
|
63,232 |
|
Other
noncurrent liabilities |
|
|
7,107 |
|
|
|
7,114 |
|
|
|
Total
liabilities |
|
|
110,121 |
|
|
|
106,766 |
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies (Notes 2, 3, 4, 5, 8 and 11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS
EQUITY |
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.25 par value, authorized 5,000,000 shares; |
|
|
|
|
|
|
|
|
|
issued
2004 - 157,816 shares and 2003 - 464,777 shares, |
|
|
|
|
|
|
|
|
|
liquidation
preference 2004 - $10,238 and 2003 - $28,932 |
|
|
39 |
|
|
|
116 |
|
Common
stock, $0.25 par value, authorized 200,000,000 shares; |
|
|
|
|
|
|
|
|
|
issued
2004 - 118,350,861 shares and
issued
2003 - 115,543,695 shares |
|
|
29,588 |
|
|
|
28,886 |
|
Capital
surplus |
|
|
506,630 |
|
|
|
504,858 |
|
Accumulated
deficit |
|
|
(367,832 |
) |
|
|
(361,560 |
) |
Accumulated
other comprehensive income (loss) |
|
|
1,020 |
|
|
|
(753 |
) |
Less
treasury stock, at cost; 8,274 common shares |
|
|
(118 |
) |
|
|
(118 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total
shareholders equity |
|
|
169,327 |
|
|
|
171,429 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders equity |
|
$ |
279,448 |
|
|
$ |
278,195 |
|
The
accompanying notes are an integral part of the consolidated financial
statements.
Hecla
Mining Company and Subsidiaries
Consolidated
Statements of Operations and Comprehensive Income (Loss)
(Dollars
and shares in thousands, except per share amounts)
__________
|
|
Year
Ended December 31, |
|
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Sales
of products |
|
$ |
130,826 |
|
$ |
116,353 |
|
$ |
105,700 |
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales and other direct production costs |
|
|
71,868 |
|
|
61,197 |
|
|
59,449 |
|
Depreciation,
depletion and amortization |
|
|
21,552 |
|
|
20,121 |
|
|
22,536 |
|
|
|
|
93,420 |
|
|
81,318 |
|
|
81,985 |
|
Gross
profit |
|
|
37,406 |
|
|
35,035 |
|
|
23,715 |
|
|
|
|
|
|
|
|
|
|
|
|
Other
operating expenses: |
|
|
|
|
|
|
|
|
|
|
General
and administrative |
|
|
8,731 |
|
|
8,407 |
|
|
7,121 |
|
Exploration |
|
|
15,995 |
|
|
9,608 |
|
|
5,172 |
|
Pre-development
expense |
|
|
4,227 |
|
|
1,395 |
|
|
653 |
|
Depreciation
and amortization |
|
|
326 |
|
|
341 |
|
|
116 |
|
Other
operating expense (income) |
|
|
1,723 |
|
|
(1,439 |
) |
|
414 |
|
Provision
for closed operations and environmental matters |
|
|
11,170 |
|
|
23,777 |
|
|
898 |
|
|
|
|
42,172 |
|
|
42,089 |
|
|
14,374 |
|
Income
(loss) from operations |
|
|
(4,766 |
) |
|
(7,054 |
) |
|
9,341 |
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense): |
|
|
|
|
|
|
|
|
|
|
Interest
income |
|
|
1,923 |
|
|
2,590 |
|
|
420 |
|
Interest
expense |
|
|
(500 |
) |
|
(1,407 |
) |
|
(1,816 |
) |
|
|
|
1,423 |
|
|
1,183 |
|
|
(1,396 |
) |
Income
(loss) from continuing operations before income taxes and |
|
|
|
|
|
|
|
|
|
|
items
shown below |
|
|
(3,343 |
) |
|
(5,871 |
) |
|
7,945 |
|
Income
tax benefit (provision) |
|
|
(2,791 |
) |
|
(1,217 |
) |
|
2,918 |
|
Income
(loss) from continuing operations before items shown below |
|
|
(6,134 |
) |
|
(7,088 |
) |
|
10,863 |
|
Cumulative
effect of change in accounting principle, net of income tax
|
|
|
-
- |
|
|
1,072 |
|
|
-
- |
|
Discontinued
operations, net of income tax |
|
|
-
- |
|
|
-
- |
|
|
(2,224 |
) |
Net
income (loss) |
|
|
(6,134 |
) |
|
(6,016 |
) |
|
8,639 |
|
Preferred
stock dividends |
|
|
(11,602 |
) |
|
(12,154 |
) |
|
(23,253 |
) |
Loss
applicable to common shareholders |
|
$ |
(17,736 |
) |
$ |
(18,170 |
) |
$ |
(14,614 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) |
|
$ |
(6,134 |
) |
$ |
(6,016 |
) |
$ |
8,639 |
|
Minimum
pension liability adjustment |
|
|
32 |
|
|
(1,400 |
) |
|
-
- |
|
Change
in derivative contracts |
|
|
(761 |
) |
|
-
- |
|
|
(256 |
) |
Unrealized
holding gains on investments |
|
|
2,481 |
|
|
645 |
|
|
9 |
|
Other |
|
|
21 |
|
|
38 |
|
|
38 |
|
Comprehensive
income (loss) |
|
$ |
(4,361 |
) |
$ |
(6,733 |
) |
$ |
8,430 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
Loss
from operations after preferred stock dividends |
|
$ |
(0.15 |
) |
$ |
(0.17 |
) |
$ |
(0.15 |
) |
Cumulative
effect of change in accounting principle |
|
|
-
- |
|
|
0.01 |
|
|
-
- |
|
Loss
from discontinued operations |
|
|
-
- |
|
|
-
- |
|
|
(0.03 |
) |
Basic
and diluted loss per common share |
|
$ |
(0.15 |
) |
$ |
(0.16 |
) |
$ |
(0.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common |
|
|
|
|
|
|
|
|
|
|
shares
outstanding - basic and diluted |
|
|
118,048 |
|
|
110,610 |
|
|
80,250 |
|
The
accompanying notes are an integral part of the consolidated financial
statements.
Hecla
Mining Company and Subsidiaries
Consolidated
Statements of Cash Flows
(In
thousands)
__________
|
|
Year
Ended December 31, |
|
|
|
2004 |
|
2003 |
|
2002 |
|
Operating
activities: |
|
|
|
|
|
|
|
Net
income (loss) |
|
$ |
(6,134 |
) |
$ |
(6,016 |
) |
$ |
8,639 |
|
Non-cash
elements included in net income (loss): |
|
|
|
|
|
|
|
|
|
|
Depreciation,
depletion and amortization |
|
|
21,878 |
|
|
20,462 |
|
|
22,652 |
|
Cumulative
effect of change in accounting principle |
|
|
-
- |
|
|
(1,072 |
) |
|
-
- |
|
Gain
on disposition of properties, plants and equipment |
|
|
(222 |
) |
|
(350 |
) |
|
(329 |
) |
Provision
for reclamation and closure costs |
|
|
10,271 |
|
|
24,086 |
|
|
1,931 |
|
Deferred
income taxes |
|
|
2,323 |
|
|
677 |
|
|
(3,300 |
) |
Stock
compensation |
|
|
495 |
|
|
-
- |
|
|
-
- |
|
Change
in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts
and notes receivable |
|
|
(5,618 |
) |
|
(6,164 |
) |
|
(3,506 |
) |
Inventories |
|
|
(3,314 |
) |
|
(2,178 |
) |
|
(3,890 |
) |
Other
current and noncurrent assets |
|
|
(3,163 |
) |
|
(2,051 |
) |
|
575 |
|
Accounts
payable and accrued expenses |
|
|
1,690 |
|
|
2,154 |
|
|
1,581 |
|
Accrued
payroll and related benefits |
|
|
1,859 |
|
|
396 |
|
|
312 |
|
Accrued
taxes |
|
|
(814 |
) |
|
1,621 |
|
|
395 |
|
Accrued
reclamation and closure costs and other noncurrent
liabilities |
|
|
(5,917 |
) |
|
(5,588 |
) |
|
(4,825 |
) |
Net
cash provided by operating activities |
|
|
13,334 |
|
|
25,977 |
|
|
20,235 |
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities: |
|
|
|
|
|
|
|
|
|
|
Proceeds
from sale of discontinued operations |
|
|
-
- |
|
|
-
- |
|
|
1,585 |
|
Additions
to properties, plants and equipment |
|
|
(41,371 |
) |
|
(19,535 |
) |
|
(11,219 |
) |
Proceeds
from disposition of properties, plants and equipment |
|
|
352 |
|
|
486 |
|
|
5,710 |
|
Increase
in restricted investments |
|
|
(13,433 |
) |
|
(19 |
) |
|
(3 |
) |
Purchases
of short-term investments |
|
|
(35,034 |
) |
|
(21,053 |
) |
|
-
- |
|
Maturities
of short-term investments |
|
|
26,404 |
|
|
3,050 |
|
|
-
- |
|
Other,
net |
|
|
(2 |
) |
|
8 |
|
|
(285 |
) |
Net
cash used by investing activities |
|
|
(63,084 |
) |
|
(37,063 |
) |
|
(4,212 |
) |
|
|
|
|
|
|
|
|
|
|
|
Financing
activities: |
|
|
|
|
|
|
|
|
|
|
Common
stock issued under warrants and stock option plans |
|
|
1,646 |
|
|
14,218 |
|
|
2,925 |
|
Issuance
of common stock, net of offering costs |
|
|
-
- |
|
|
91,243 |
|
|
72 |
|
Borrowings
on debt |
|
|
2,430 |
|
|
1,350 |
|
|
3,317 |
|
Repayments
on debt |
|
|
(7,103 |
) |
|
(9,880 |
) |
|
(10,355 |
) |
Net
cash provided (used) by financing activities |
|
|
(3,027 |
) |
|
96,931 |
|
|
(4,041 |
) |
|
|
|
|
|
|
|
|
|
|
|
Change
in cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents |
|
|
(52,777 |
) |
|
85,845 |
|
|
11,982 |
|
Cash
and cash equivalents at beginning of year |
|
|
105,387 |
|
|
19,542 |
|
|
7,560 |
|
Cash
and cash equivalents at end of year |
|
$ |
52,610 |
|
$ |
105,387 |
|
$ |
19,542 |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
Cash
paid during year for: |
|
|
|
|
|
|
|
|
|
|
Interest,
net of amount capitalized |
|
$ |
1,312 |
|
$ |
707 |
|
$ |
1,174 |
|
Income
tax payments, net |
|
$ |
413 |
|
$ |
148 |
|
$ |
9 |
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes 2, 4, 9 10 and 11 for non-cash investing and financing
activities. |
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of the consolidated financial
statements.
Hecla
Mining Company and Subsidiaries
Consolidated
Statements of Changes in Shareholders Equity
For the
Years Ended December 31, 2004, 2003 and 2002
(Dollars
and shares in thousands, except per share amounts)
_______________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
Held
by |
|
|
|
|
|
|
|
Preferred
Stock |
|
Common
Stock |
|
Capital |
|
Accumulated |
|
Comprehensive |
|
Grantor |
|
Unearned |
|
Treasury |
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Surplus |
|
Deficit |
|
Income
(Loss) |
|
Trust |
|
Compensation |
|
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances,
January 1, 2002 |
|
|
2,300 |
|
$ |
575 |
|
|
73,069 |
|
$ |
18,267 |
|
$ |
404,354 |
|
$ |
(364,183 |
) |
$ |
173 |
|
$ |
(330 |
) |
$ |
(6 |
) |
$ |
(886 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
exchange |
|
|
(1,547 |
) |
|
(387 |
) |
|
10,826 |
|
|
2,707 |
|
|
(2,320 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued as
compensation |
|
|
|
|
|
|
|
|
429 |
|
|
108 |
|
|
332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued to
directors |
|
|
|
|
|
|
|
|
73 |
|
|
18 |
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock disbursed by grantor
trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(264 |
) |
|
|
|
|
|
|
|
264 |
|
|
|
|
|
|
|
Stock issued under stock option
and warrant plans |
|
|
|
|
|
|
|
|
1,733 |
|
|
433 |
|
|
2,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
issued under warrant plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of restricted stock |
|
|
|
|
|
|
|
|
57 |
|
|
14 |
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
(56 |
) |
|
|
|
Amortization
of unearned compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62 |
|
|
|
|
Stock issued as contribution to
benefit plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(666 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
768 |
|
Other comprehensive
loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(209 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances,
December 31, 2002 |
|
|
753 |
|
|
188 |
|
|
86,187 |
|
|
21,547 |
|
|
405,959 |
|
|
(355,544 |
) |
|
(36 |
) |
|
(66 |
) |
|
- - |
|
|
(118 |
) |
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,016 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for cash, net of
issuance costs |
|
|
|
|
|
|
|
|
23,000 |
|
|
5,750 |
|
|
85,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
exchange |
|
|
(288 |
) |
|
(72 |
) |
|
2,184 |
|
|
546 |
|
|
(473 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued as
compensation |
|
|
|
|
|
|
|
|
186 |
|
|
47 |
|
|
555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued to
directors |
|
|
|
|
|
|
|
|
19 |
|
|
5 |
|
|
73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock disbursed by grantor
trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(66 |
) |
|
|
|
|
|
|
|
66 |
|
|
|
|
|
|
|
Stock issued under stock option
and warrant plans |
|
|
|
|
|
|
|
|
3,968 |
|
|
991 |
|
|
13,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options issued for deferred
compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive
loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(717 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances,
December 31, 2003 |
|
|
465 |
|
|
116 |
|
|
115,544 |
|
|
28,886 |
|
|
504,858 |
|
|
(361,560 |
) |
|
(753 |
) |
|
-
- |
|
|
-
- |
|
|
(118 |
) |
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,134 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
exchange |
|
|
(307 |
) |
|
(77 |
) |
|
2,436 |
|
|
609 |
|
|
(532 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued to directors |
|
|
|
|
|
|
|
|
14 |
|
|
4 |
|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Modification of stock option
awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued under stock option
plans |
|
|
|
|
|
|
|
|
357 |
|
|
89 |
|
|
1,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
options issued for deferred compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(138 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,773 |
|
|
|
|
|
|
|
|
|
|
Balances,
December 31, 2004 |
|
|
158 |
|
$ |
39 |
|
|
118,351 |
|
$ |
29,588 |
|
$ |
506,630 |
|
$ |
(367,832 |
) |
$ |
1,020 |
|
$ |
- |
|
$ |
- |
|
$ |
(118 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of the consolidated financial
statements.
Hecla
Mining Company and Subsidiaries
Notes to
Consolidated Financial Statements
Note
1: Summary of Significant Accounting Policies
A. Basis
of Presentation -- The
accompanying consolidated financial statements include our accounts, our wholly
owned subsidiaries accounts and a proportionate share of the accounts of the
joint ventures in which we participate. All significant intercompany
transactions and accounts are eliminated in consolidation.
The
preparation of 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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ materially from those
estimates.
The most
critical accounting principles upon which our financial status depends are those
requiring estimates of proven and probable reserves, recoverable ounces there
from, and/or assumptions of future metals prices. Additionally, estimates of our
environmental liabilities are considered critical due to the assumptions and
estimates inherent in accruals of such liabilities, including uncertainties
relating to specific reclamation and remediation methods and costs, the
application and changing of environmental laws, regulations and interpretations
by regulatory authorities and the possible participation of other potentially
responsible parties.
Our
revenues and profitability are largely dependent on world prices for silver,
gold, lead and zinc, which fluctuate widely and are affected by numerous factors
beyond our control, including inflation and worldwide forces of supply and
demand. The aggregate effect of these factors is not possible to accurately
predict.
B. Business
and Concentrations of Risk -- We
are engaged in mining and mineral processing activities, including exploration,
extraction, processing and reclamation. Our principal products are metals,
primarily silver, gold, lead and zinc. Substantially all of our operations are
conducted in the United States, Mexico and Venezuela. Sales of metals products
are made to domestic and foreign custom smelters and metal traders.
We sell
substantially all of our metallic concentrates to custom smelters which are
subject to extensive regulations including environmental protection laws. We
have no control over the smelters operations or their compliance with
environmental laws and regulations. If the smelting capacity available to us was
significantly reduced because of environmental requirements or otherwise, it is
possible that our silver operations could be adversely affected.
Beginning
late in the fourth quarter of 2002, Venezuela experienced a nationwide general
strike that ended in February 2003. Following the general strike, the Venezuelan
government implemented exchange controls on foreign currency transactions. Rules
and regulations regarding the implementation of exchange controls in Venezuela
have been published and periodically revised and/or updated. From February 2003
through the beginning of February 2004, the Venezuelan government-fixed exchange
rate had been 1,600 bolivares to one U.S. dollar. We utilize the fixed exchange
rate to translate the financial statements of our Venezuelan subsidiary included
in our consolidated financial statements. On February 7, 2004, the Venezuelan
government-fixed exchange rate was increased to 1,920 bolivares to one U.S.
dollar. Because of the exchange controls in place and their impact on local
suppliers, some supplies, equipment parts and other items previously purchased
in Venezuela have been ordered outside the country. Increased lead times in
receiving orders from outside Venezuela has created an increased supply
inventory at December 31, 2004, compared to December 31, 2003. Although
management is actively monitoring exchange controls in Venezuela, there can be
no assurance that the exchange controls will not further affect our operations
in Venezuela in the future.
Due to
the exchange controls in place in Venezuela, our Venezuelan operations have
recognized foreign exchange gains which reduced our cost of sales by of $7.9 million in 2004 and $6.3 million in
2003 due to the use of multiple exchange rates
in valuing U.S. dollar denominated transactions. No such gains were recognized
in 2002. As discussed above, the Venezuelan government had fixed the exchange
rate of the bolivar to the U.S. dollar at 1,920 to $1 as of February 7, 2004;
however, markets outside of Venezuela in 2004, reflected a devaluation of the
Venezuelan currency in the range of 25% to 60%. Effective March 3, 2005 the
Venezuelan government increased the exchange rate of the bolivar to the U.S.
dollar to 2,150 to $1.
In
February 2005, the Venezuelan government announced new regulations concerning
the export of goods and services from Venezuela, which will require, effective
April 1, 2005, all goods and services to be invoiced in the currency of the
country of destination or in U.S. dollars. In 2004, we recognized approximately
$7.9 million in reductions to cost of sales related to our ability to export
production in bolivares. We are currently evaluating the impact of these new
regulations, however, we may no longer be able to export our production in
bolivares, which could result in an increase in our costs. . In addition, the
new regulations may impact our cash flows, our profitability of operations, and
our production in Venezuela. There can be no assurance that further developments
or interpretations of these regulations are limited to the impact we have
described herein.
Our
financial instruments that are exposed to concentrations of credit risk consist
primarily of cash and cash equivalents, short-term investments and accounts
receivable. We place our cash and temporary cash investments in government and
corporate obligations rated A or higher. We routinely assess the financial
strength of our customers and, as a consequence, believe that our trade accounts
receivable credit risk exposure is limited.
C. Inventories --
Inventories are stated at the lower of average cost or net realizable value. For
products, we determine net realizable value by estimating value based on current
metals prices, less cost to convert stockpiled and in-process inventories to
finished products. Major types of inventories include:
Stockpiled
ore,
primarily at our San Sebastian mine location. Stockpiled ore in Mexico,
comprising 87% of our total stockpiled inventory, is incidental to the strike at
the Velardeña mill. Costs included in our stockpile inventories are limited to
those directly related to mining. Assuming resolution of the strike in Mexico,
the San Sebastian stockpile will be depleted in 2005.
Work
in process,
includes circuit inventories in our milling process. Inventories are valued at
the cost of production through the point at which inventory has been
processed.
Finished
goods, include
doré and concentrates at our operations, doré in transit to refiners, and
bullion in our accounts at refineries. Inventories are valued at the lower of
full cost of production or net realizable value based on current metals
prices.
Materials
and supplies at our
operations are valued at the lower of cost or estimated net realizable value in
the production process in future periods.
D. Investments --
Short-term investments included certificates of deposit and held-to-maturity
securities, based on managements intent and ability to hold the securities to
maturity. Held-to-maturity securities are stated at amortized cost, which
approximates market, and include government and corporate obligations rated A or
higher.
Marketable
equity securities are categorized as available for sale and carried at fair
market value. Realized gains and losses on the sale of securities are recognized
on a specific identification basis. Unrealized gains and losses are included as
a component of accumulated other comprehensive income (loss), net of related
deferred income taxes, unless a permanent impairment in value has occurred,
which is then charged to operations. At the time of acquisition, management
assesses whether marketable equity securities are short-term investments or
noncurrent assets.
Restricted
cash and investments primarily represent investments in money market funds and
bonds of U.S. government agencies and cash posted with the Venezuelan court
system. These investments are restricted primarily for reclamation funding or
surety bonds.
E. Properties,
Plants and Equipment --
Expenditures for new facilities, new assets or expenditures that extend the
useful lives of existing facilities are capitalized and depreciated or depleted
using the straight-line method or units-of-production 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 21 months to 10 years, but do not exceed the useful life of the individual
asset. Maintenance, repairs and renewals are charged to operations. When assets
are retired or sold, the costs and related allowances for depreciation and
amortization are eliminated from the accounts and any resulting gain or loss is
reflected in operations. Idle facilities, placed on a standby basis, are carried
at the lower of net carrying value or estimated net realizable
value.
Management
reviews and evaluates the net carrying value of all facilities, including idle
facilities, for impairment at least annually, or upon the occurrence of other
events or changes in circumstances that indicate that the related carrying
amounts may not be recoverable. We estimate the net realizable value of each
property based on the estimated undiscounted future cash flows that will be
generated from operations at each property, the estimated salvage value of the
surface plant and equipment and the value associated with property interests.
These estimates of undiscounted future cash flows are dependent upon estimates
of metals to be recovered from proven and probable ore reserves, and to some
extent, identified resources beyond proven and probable reserves, future
production costs and future metals prices over the estimated remaining mine
life. If undiscounted cash flows are less than the carrying value of a property,
an impairment loss is recognized based upon the estimated expected future net
cash flows from the property discounted at an interest rate commensurate with
the risk involved.
Managements
estimates of metals prices, proven and probable ore reserves, and operating,
capital and reclamation costs are subject to risks and uncertainties of change
affecting the recoverability of our investment in various projects. Although
management has made a reasonable estimate of these factors based on current
conditions and information, it is reasonably possible that changes could occur
in the near term which could adversely affect managements estimate of net cash
flows expected to be generated from its operating properties and the need for
asset impairment write-downs.
Managements
calculations of proven and probable ore reserves are based on engineering and
geological estimates including minerals prices and operating costs. Changes in
the geological and engineering interpretation of various orebodies, minerals
prices and operating costs may change our estimates of proven and probable ore
reserves. It is reasonably possible that certain of managements estimates of
proven and probable ore reserves will change in the near term resulting in a
change to amortization rates in future reporting periods.
Included
in property, plants and equipment are mineral interests. Mineral interests are
tangible assets and include acquired undeveloped mineral interests and royalty
interests. Undeveloped mineral interests include: (i) other mineralized material
which is measured, indicated or inferred with insufficient drill spacing or
quality to qualify as proven and probable reserves; and ii) inferred material
not immediately adjacent to existing proven and probable reserves but accessible
within the immediate mine infrastructure. Undeveloped mineral interests are
amortized on a straight-line basis over their estimated useful lives taking into
account residual values. At such time as an undeveloped mineral interest is
converted to proven and probable reserves, the remaining unamortized basis is
amortized on a unit-of-production basis as described above. Residual values for
undeveloped mineral interests represents the expected fair value of the
interests at the time we plan to convert, develop, further explore or dispose of
the interests and are evaluated at least annually.
Determination
of expected useful lives for amortization calculations are made on a
property-by-property basis at least annually.
F. Mine
Exploration and Development --
Exploration costs and secondary development costs at operating mines are charged
to operations as incurred. Costs are capitalized when it has been determined
that an orebody can be economically developed. Major mine development
expenditures, including primary development costs, are capitalized. These
development costs include the cost of building access ways, shaft sinking,
lateral development, drift development, ramps and infrastructure
developments.
G. Pre-Development
Expense -- Costs
incurred in the exploration stage that may ultimately benefit production, such
as underground ramp development, are expensed due to the lack of proven and
probable reserves.
H. Reclamation
and Remediation of Mining Areas -- All
our properties are subject to extensive federal, state and local environmental
laws. The risk of incurring environmental liability is inherent in the mining
industry.
On
January 1, 2003, we adopted
SFAS No. 143 Accounting for Asset Retirement Obligations, which
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred.
SFAS No. 143 requires us to record a liability for the present value of our
estimated environmental remediation costs and the related asset created with it.
The liability will be accreted and the asset will be depreciated over the life
of the related assets. Adjustments for changes resulting from the passage of
time and changes to either the timing or amount of the original present value
estimate underlying the obligation will be made. If there is a current
impairment of an assets carrying value and a decision is made to permanently
close the property, changes to the liability will be recognized currently and
charged to provision for closed operations and environmental matters.
Prior to
the adoption of SFAS No. 143 in 2003, reserves for mine reclamation costs and a
charge for reclamation expense had been established for our operating properties
for restoring the disturbed mining areas based upon estimates of cost to comply
with existing reclamation standards. Mine reclamation costs for operating
properties had been accrued using the Unit of Production method and charged to
cost of sales and other direct production costs.
At our
non-operating properties, we accrue costs associated with environmental
remediation obligations when it is probable that such costs will be incurred and
they are reasonably estimable. Accruals for estimated losses from environmental
remediation obligations have historically been recognized no later than
completion of the remedial feasibility study for such facility and are charged
to provision for closed operations and environmental matters. Costs of future
expenditures for environmental remediation are not discounted to their present
value unless subject to a contractually obligated fixed payment schedule. Such
costs are based on managements current estimate of amounts expected to be
incurred when the remediation work is performed within current laws and
regulations. Recoveries of environmental remediation costs from other parties
are recorded as assets when their receipt is deemed probable.
It is
reasonably possible that, due to uncertainties associated with defining the
nature and extent of environmental contamination and the application of laws and
regulations by regulatory authorities and changes in reclamation or remediation
technology, the ultimate cost of reclamation and remediation could change in the
future. We periodically review accrued liabilities for such reclamation and
remediation costs as evidence becomes available indicating that our liabilities
have potentially changed.
I. Income
Taxes -- We
record deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the financial statement carrying
amounts and the tax bases of those 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.
J. Basic
and Diluted Loss Per Common Share -- Basic
earnings per share (EPS) is calculated by dividing loss applicable to common
shareholders by the weighted average number of common shares outstanding for the
year. Dilutive EPS is computed by increasing the weighted-average number of
outstanding common shares to include the additional common shares that would be
outstanding after conversion and adjusting loss applicable to common
shareholders for changes that would result from the conversion. Diluted EPS
reflects the potential dilution that could occur if potentially dilutive
securities, including other contracts which may require the issuance of common
shares in the future, were exercised or converted to common stock. Due to the
losses applicable to common shareholders in 2004, 2003 and 2002, potentially
dilutive securities were excluded from the calculation of diluted EPS, as they
were antidilutive (see Note 14). Therefore, there was no difference in the
calculation of basic and diluted EPS in 2004, 2003 or 2002.
K. Comprehensive
Income (Loss) -- In
addition to net income (loss), comprehensive income (loss) includes all changes
in equity during a period, such as adjustments to minimum pension liabilities,
the effective portion of changes in fair value of derivative instruments and
cumulative unrecognized changes in the fair value of available-for-sale
investments.
L. Revenue
Recognition and Accounts Receivable -- Sales
of metal products sold directly to smelters are recorded when title and risk of
loss transfer to the smelter at current metals spot prices. Recorded values are
adjusted to month-end metals prices until final settlement. Sales of metal in
products tolled (rather than sold to smelters) are recorded at contractual
amounts when title and risk of loss transfer to the buyer. Third party smelting
and refinery costs and freight expense are recorded as a reduction of
revenue.
Accounts
and notes receivable include both receivables due from sales, as well as valued
added tax receivables paid in Venezuela and Mexico. At December 31, 2004 and
2003 value added tax receivables totaled $9.2 million and $4.3 million
in Venezuela, and $2.2 million and $4.0 million in Mexico. Management
periodically evaluates the recoverability of these receivables and establishes a
reserve for uncollectibility, if warranted. At December 31, 2004 and 2003, we
have established a reserve equal to 20% and 21% for the value added taxes in
Venezuela to reflect estimated discounts we expect to incur.
M. Cash
and Cash Equivalents -- We
consider cash equivalents to consist of highly liquid investments with a
remaining maturity of three months or less when purchased. Because of the short
maturity of these investments, the carrying amounts approximate their fair
value. Cash and cash equivalents are invested in certificates of deposit, U.S.
government and federal agency securities, municipal securities and corporate
bonds.
N. Foreign
Currency Translation -- We
operate in Mexico with our wholly owned subsidiary, Minera Hecla, S.A. de C.V.
(Minera Hecla). We also operate in Venezuela with our wholly owned subsidiary,
Minera Hecla Venezolana, C.A. The functional currency for Minera Hecla and
Minera Hecla Venezolana is the U.S. dollar. Accordingly, we translate the
monetary assets and liabilities of these subsidiaries at the period-end exchange
rate while nonmonetary assets and liabilities are translated at historical
rates. Income and expense accounts are translated at the average exchange rate
for each period. Translation adjustments and transaction gains and losses are
included in the net income or loss for any period.
O. Risk
Management Contracts -- We
use derivative financial instruments as part of an overall risk-management
strategy. These instruments are used as a means of hedging exposure to metals
prices. We do not hold or issue derivative financial instruments for speculative
trading purposes.
We
recognize derivatives as assets of liabilities based on a fair value
measurement. Gains or losses resulting from changes in the fair value of
derivatives in each period are to be accounted for either in current earnings or
other comprehensive income depending on the use of the derivatives and whether
they qualify for hedge accounting. The key criterion for hedge accounting is
that the hedging relationship must be highly effective in achieving offsetting
changes in the fair value or cash flows of the hedging instruments and the
hedged items.
At
December 31, 2004 our hedging contracts, used to reduce exposure to precious
metals prices, consisted of forward sales contracts. All contracts outstanding
at December 31, 2004, are required to be
accounted for as derivatives. At December 31, 2003, we had outstanding forward
sales contracts and a gold lease swap. The forward contracts were accounted for
as normal sales and not as derivatives. The gold lease rate swap is considered a
derivative and the unamortized loss of $21,000 as of December 31, 2003 was
recognized in the income statement in 2004.
P. Accounting
for Stock Options -- We
measure compensation cost for stock option plans using the intrinsic value
method of accounting prescribed by Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees. We also provide the required
disclosures of Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation (SFAS 123).
We have
adopted the disclosure-only provisions of SFAS 123. No
compensation expense was recognized in 2003
or 2002 for stock-based options related to the stock option plans. In 2004, we
recognized $0.4 million in expense associated with stock options plans as a
result of the modification of terms on 385,000 options. Had compensation expense
for our stock-based plans been determined based on the fair market value at the
grant date for awards during these periods consistent with the provisions of
SFAS 123, our loss and per share loss applicable to common shareholders would
have been increased to the pro forma amounts indicated below (in thousands,
except per share amounts):
|
|
|
Year
Ended December 31, |
|
|
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
Loss
applicable to common shareholders: |
|
|
|
|
|
|
|
|
|
|
As
reported |
|
$ |
(17,736 |
) |
$ |
(18,170 |
) |
$ |
(14,614 |
) |
|
|
|
|
|
|
|
|
|
|
|
Stock-based
employee compensation expense included in |
|
|
|
|
|
|
|
|
|
|
|
|
|
583 |
|
|
1,130 |
|
|
1,455 |
|
Total
stock-based employee compensation expense determined |
|
|
|
|
|
|
|
|
|
|
under
fair value based method for all awards |
|
|
(3,344 |
) |
|
(3,694 |
) |
|
(3,012 |
) |
Pro
forma loss applicable to common Shareholders |
|
$ |
(20,497 |
) |
$ |
(20,734 |
) |
$ |
(16,171 |
) |
|
|
|
|
|
|
|
|
|
|
|
Loss
applicable to common Shareholders per share: |
|
|
|
|
|
|
|
|
|
|
As
reported |
|
$ |
(0.15 |
) |
$ |
(0.16 |
) |
$ |
(0.18 |
) |
Pro
forma |
|
$ |
(0.17 |
) |
$ |
(0.19 |
) |
$ |
(0.20 |
) |
(a)
Includes value of restricted stock awards, realization of tax offset bonus on
outstanding stock options, accruals for tax offset bonus, stock compensation
paid to members of the Board of Directors, and the value of the modification of
terms on 385,000 outstanding options.
Q. Reclassifications --
Certain reclassifications of prior year balances have been made to conform to
the current year presentation. We have reclassified net mineral interests into
net properties, plants and equipment on the December 31, 2003, Consolidated
Balance Sheet to conform to the December 31, 2004, Consolidated Balance Sheet
presentation.
R. New
Accounting Pronouncements -- In
April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (SFAS
No. 145). SFAS No. 145 updates, clarifies and simplifies existing accounting
pronouncements. The provisions of SFAS No. 145 that amend SFAS No. 13 were
effective for transactions occurring after May 15, 2002, with all other
provisions of SFAS No. 145 being required to be adopted by us in January 2003.
The adoption of SFAS No. 145 did not have a material effect on our consolidated
financial statements.
On July
30, 2002, the FASB issued SFAS No. 146 Accounting for Costs Associated with
Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to be
applied prospectively to exit or disposal activities initiated after
December 31, 2002. The adoption of SFAS No. 146 did not have a material
effect on our consolidated financial statements.
In
November 2002, the FASB issued FASB Interpretation No. 45, Guarantors
Accounting for Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, an interpretation of FASB Statements No.
5, 57 and 107 and rescission of FASB Interpretation No. 34, Disclosure of
Indirect Guarantees of Indebtedness of Others (FIN 45). The adoption of FIN 45
in 2003 did not have a material effect on our consolidated financial
statements.
In
January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46) Consolidation
of Variable Interest Entities. In December 2003, the FASB issued a revision to
this interpretation (FIN 46(r)). FIN 46(r) clarifies the application of
Accounting Research Bulletin (ARB) No. 51, Consolidated Financial Statements.
FIN 46 clarifies the application of ARB No. 51 to certain entities in which
equity investors do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties.
We adopted FIN 46 in 2003 for those provisions then in effect, which did not
have a material effect on our consolidated financial statements. We adopted FIN
46(r) in 2004, which did not have a material effect on our consolidated
financial statements.
In April
2003, the FASB issued SFAS No. 149 Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. SFAS No. 149 amends and clarifies financial
accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under FASB Statement No. 133 Accounting for Derivative Instruments and Hedging
Activities. The adoption of this standard in 2003 did not have a material
effect on our consolidated financial statements.
In May
2003, the FASB issued SFAS No. 150 Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity. SFAS No. 150 establishes
standards on the classification and measurement of certain financial instruments
with characteristics of both liabilities and equity. The adoption of SFAS No.
150 in 2003 did not have a material effect on our consolidated financial
statements.
In
December 2003, the FASB revised SFAS No. 132 Employers Disclosures about
Pensions and Other Postretirement Benefits-an amendment of FASB Statements No.
87, 88, and 106. SFAS No. 132 has been revised to include additional
disclosures about the assets, obligations, cash flows and net periodic benefit
costs of defined benefit pension plans and other defined benefit postretirement
plans. The revisions do not change the measurement or recognition of those plans
required by existing standards. We adopted the new disclosure requirements of
SFAS No. 132 in 2003.
In
January 2004, the FASB issued a FASB Staff Position (FSP) regarding SFAS No.
106, Employers Accounting for Postretirement Benefits Other Than
Pensions. FSP 106-1, Accounting and Disclosure Requirements Related to
the Medicare Prescription Drug, Improvement and Modernization Act of 2003,
discusses the effect of the Medicare Prescription Drug, Improvement and
Modernization Act (the Prescription Act) enacted on December 8, 2003.
FSP 106-1 considers the effect of the two new features introduced in the
Prescription Act in determining accumulated postretirement benefit obligation
(APBO) and net periodic postretirement benefit cost, which may serve to reduce
a companys postretirement benefit costs. Companies may elect to defer
accounting for this benefit or may attempt to reflect the best estimate of the
impact of the Prescription Act on net periodic costs currently. We have
chosen to defer accounting for the benefit until the FASB issues final
accounting guidance due to various uncertainties related to this legislation and
the appropriate accounting. Our measures of APBO and net periodic
postretirement benefit costs as of and for the period ended December 31, 2004 do
not reflect the effect of the Prescription Act.
In May
2004, the FASB issued a second FSP regarding SFAS No. 106. FSP 106-2,
Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003, discusses the effect of the
Prescription Act. FSP 106-2 considers the effect of the two new features
introduced in the Prescription Act in determining APBO and net periodic
postretirement benefit cost, which may serve to reduce a companys
post-retirement benefit costs. The adoption of FSP 106-2 did not have a material
impact on our consolidated financial statements.
In
November 2004, the FASB issued SFAS No. 151, Inventory Costs, an Amendment of
ARB No. 43, Chapter 4. SFAS 151 amends ARB 43, Chapter 4, to clarify that
abnormal amounts of idle facility expense, freight, handling costs and wasted
materials (spoilage) be recognized as current period charges. It also requires
that allocation of fixed production overheads to the costs of conversion be
based on the normal capacity of the production facilities. SFAS 151 is
effective for inventory costs incurred during fiscal years beginning after June
15, 2005. The adoption of SFAS 151 did not have a material effect on our
consolidated financial statements.
In
December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
Assets, an Amendment of APB Opinion No. 29. The guidance in APB Opinion
No. 29, Accounting for Nonmonetary Transactions, is based on the principle
that exchanges of nonmonetary assets should be measured based on the fair value
of the assets exchanged. The guidance in APB Opinion No. 29, however,
included certain exceptions to that principle. SFAS No. 153 amends APB Opinion
No. 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetary exchange
has commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. SFAS No. 153 is
effective for nonmonetary asset exchanges in fiscal periods beginning after
June 15, 2005. The adoption of SFAS No. 153 is not expected to have a
material effect on our consolidated financial statements.
In
December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment. This
Statement is a revision to SFAS No. 123, Accounting for Stock-Based
Compensation, and supersedes APB Opinion No. 25, Accounting for Stock
Issued to Employees. SFAS No. 123(R) requires the measurement of the cost
of employee services received in exchange for an award of equity instruments
based on the grant-date fair value of the award. The cost will be recognized
over the period during which an employee is required to provide service in
exchange for the award. No compensation cost is recognized for equity
instruments for which employees do not render service. We will adopt
SFAS No. 123(R) on July 1, 2005, requiring compensation cost to be
recognized as expense for the portion of outstanding unvested awards, based on
the grant-date fair value of those awards calculated using an option pricing
model. This requirement will reduce net operating cash flows and increase
net financing cash flows in periods after adoption. We are currently evaluating
the effect this new pronouncement will have on our consolidated financial
statements.
In
April 2004, the Financial Accounting Standards Board (FASB) ratified Emerging
Issues Task Force (EITF) Issue No. 04-2, which amends Statement of Financial
Accounting Standards (SFAS) No. 141 Business Combinations to the extent all
mineral rights are to be considered tangible assets for accounting purposes.
There has been diversity in practice related to the application of SFAS No. 141
to certain mineral rights held by mining entities that are not within the scope
of SFAS No. 19 Financial Accounting and Reporting by Oil and Gas Producing
Companies. The SEC staffs position previously was entities outside the scope
of SFAS No. 19 should account for mineral rights as intangible assets in
accordance with SFAS No. 142 Goodwill and Other Intangible Assets. At March
31, 2004, we reclassified the net cost of mineral interests and associated
accumulated amortization to property, plant and equipment of $5.1 million, and
reclassified the amount recorded at December 31, 2003, of $5.3
million.
In
December 2004, the FASB issued two FSPs that provide accounting guidance on how
companies should account for the effects of the American Jobs Creation Act of
2004 (the Act) that was signed into law on October 22, 2004. The Act could
affect how companies report their deferred income tax balances. The first FSP is
FSP FAS 109-1 (FSP 109-1); the second is FSP FAS 109-2 (FSP 109-2). In FSP
109-1, the FASB concludes that the tax relief (special tax deduction for
domestic manufacturing) from the Act should be accounted for as a special
deduction instead of a tax rate reduction. FSP 109-2 gives a company additional
time to evaluate the effects of the Act on any plan for reinvestment or
repatriation of foreign earnings for purposes of applying SFAS No. 109,
Accounting for Income Taxes. However, a company must provide certain
disclosures if it chooses to utilize the additional time granted by the FASB. We
are evaluating the impact, if any, these FSPs may have on our consolidated
financial statements.
Note
2.
Short-Term Investments, Investments, and Restricted Cash
Short-term
Investments
Investments
consisted of the following at December 31, 2004 and 2003 (in thousands):
|
|
2004 |
|
2003 |
|
Certificates
of deposit |
|
$ |
6,498 |
|
$ |
3,094 |
|
United
States government and federal agency securities |
|
|
9,500 |
|
|
5,616 |
|
Municipal
securities |
|
|
1,480 |
|
|
6,091 |
|
Corporate
bonds |
|
|
1,000 |
|
|
3,202 |
|
Marketable
equity security (cost - $7,807) |
|
|
9,700 |
|
|
-
- |
|
|
|
$ |
28,178 |
|
$ |
18,003 |
|
|
|
|
|
|
|
|
|
With the
exception of marketable equity securities, all of the investments held at
December 31, 2004 will mature during 2005.
Non-current
Investments
At
December 31, 2004 and 2003, the fair value of our non-current investments were
$1.7 million and $0.7 million, respectively. The cost of these investments was
approximately $0.4 million and $0.1 million, respectively.
Restricted
Cash and Investments
Various
laws and permits require that financial assurances be in place for certain
environmental and reclamation obligations and other potential liabilities.
Restricted investments primarily represent investments in money market funds and
bonds of U.S. government agencies. These investments are restricted primarily
for reclamation funding or surety bonds and were $19.8 million at December 31,
2004, and $6.4 million at December 31, 2003.
During
the third quarter of 2003, the parties to the Greens Creek joint venture
determined it would be necessary to replace existing surety requirements via the
establishment of a restricted trust for future reclamation funding. In 2004, the
joint venture placed into restricted cash $26.6 million to the trust of which
our 29.73% portion is $7.9 million.
In April
2004, we posted a cash deposit with the Superior Tax Court in Venezuela of
approximately $4.3 million related to alleged unpaid tax liabilities that
predates our purchase of the La Camorra unit. The former owner has assumed
defense of the pending tax case. For additional information, refer to Note 8 of
Notes to Consolidated Financial Statements.
We have
received notification of approval of the federal permits needed from the Bureau
of Land Management (BLM) for the Hollister Development Block exploration
project in Nevada. The BLM reviewed the necessary bonding calculations
associated with this project and in March 2004, required us to post a bond of
approximately $1.0 million. In order to secure the bond, we deposited this
amount in a restricted account as collateral for this bond.
Note
3: Inventories
Inventories
consist of the following (in thousands):
|
|
December
31, |
|
|
|
2004 |
|
2003 |
|
Concentrates,
doré, bullion, metals in transit and other products
|
|
$ |
4,965 |
|
$ |
7,745 |
|
Stockpiled
ore |
|
|
2,782 |
|
|
43 |
|
Materials
and supplies |
|
|
12,503 |
|
|
9,148 |
|
|
|
$ |
20,250 |
|
$ |
16,936 |
|
|
|
|
|
|
|
|
|
At
December 31, 2004, we had forward sales contracts for 4,050 metric tons of lead,
at an average price of $782.40 per metric ton, equal to a total contract value
of $3.2 million. These forward contracts expose us to certain losses, generally
the amount by which the contract price exceeds the spot price of a commodity in
the event of nonperformance by the counterparties to the agreement. For
additional information, see Note 11 to Notes to Consolidated Financial
Statements.
In
October 2004, employees at the Velardeña mill, where ore from our San Sebastian
mine is milled, initiated a strike that has continued into 2005. During the
fourth quarter of 2004 and continuing in 2005, the mine is operating and
stockpiling ore in preparation for future processing. Only those costs directly
related to mining operations at San Sebastian are included in our stockpile
inventory in Mexico. Inventories at December 31, 2004, include $2.4 million for
ore mined and stockpiled at the San Sebastian mine in Mexico. The Company is
currently evaluating the use of contract custom milling facilities to process
the stockpiled ore.
At
December 31, 2003, we had forward sales contracts for 48,928 ounces of gold at
an average price of $288.25. During 2004, we delivered physical metal into these
contracts, and no gold forward contracts are outstanding as of December 31,
2004.
Note
4: Properties, Plants and Equipment and Mineral Interests
The major
components of properties, plants and equipment are (in thousands):
|
|
|
December
31, |
|
|
|
|
2004 |
|
|
2003 |
|
Mining
properties |
|
$ |
13,127 |
|
$ |
13,947 |
|
Development
costs |
|
|
118,411 |
|
|
109,734 |
|
Plants
and equipment |
|
|
183,581 |
|
|
176,369 |
|
Land |
|
|
857 |
|
|
655 |
|
Mineral
interests |
|
|
7,338 |
|
|
6,722 |
|
Construction
in progress |
|
|
31,159 |
|
|
8,796 |
|
|
|
|
354,473 |
|
|
316,223 |
|
Less
accumulated depreciation, depletion and
amortization |
|
|
239,958 |
|
|
220,908 |
|
Net
carrying value |
|
$ |
114,515 |
|
$ |
95,315 |
|
We make
royalty payments on production from the San Sebastian unit equivalent to 2.5% of
the net smelter return that escalates to 3% after the first 500,000 troy ounces
of gold equivalent are shipped. Total royalties paid during the years ended
December 31, 2004, 2003 and 2002 were $0.6 million, $0.8 million and $0.5
million, respectively. As of December 31, 2004, we have shipped approximately
290,000 troy ounces of gold equivalent.
In 2002,
we sold our headquarters building in Coeur dAlene, Idaho, for $5.6 million in
cash. In connection with the sale, we entered into a lease agreement with the
purchaser to lease a portion of the building. The lease calls for monthly
payments of approximately $42,000 through April 30, 2006. The company, at its
option, may extend the lease an additional five years. The sale of the building
resulted in a gain of $0.6 million, which we are amortizing over the current
lease period of five years. During 2004, 2003 and 2002, we recognized
approximately $123,000, $123,000 and $90,000, respectively, of gain on the
sale.
In
addition to our building lease, we enter into operating leases during the normal
course of business. During the years ended December 31, 2004, 2003 and 2002, we
incurred expenses of $0.6
million, $0.7 million and $0.5 million, respectively, for these leases. Future
obligations under our noncancelable leases are as follows (in
thousands):
Year
ending December 31, |
|
|
|
2005 |
|
$ |
731 |
|
2006
|
|
|
611 |
|
2007 |
|
|
146 |
|
2008
|
|
|
19 |
|
2009
|
|
|
15 |
|
Total |
|
$ |
1,522 |
|
In May
2004, our board of directors approved expenditures of approximately $31 million
to develop the Mina Isidora gold mine on the Block B lease in eastern
Venezuelas El Callao gold district. We acquired the Block B exploration and
mining lease in March 2002. As of December 31, 2004, the development project is
approximately 35% complete including approximately $10.0 million of capitalized
costs, and the mine is scheduled to reach full production in the second quarter
of 2006. Ore from Mina Isidora will be shipped to the La Camorra mill for
processing, and the mine will be included as a property under our La Camorra
unit for reporting purposes.
In August
2002, we entered into an earn-in agreement with Rodeo Creek Gold, Inc., a wholly
owned subsidiary of Great Basin Gold Ltd. (Great Basin), concerning
exploration, development and production on Great Basins Hollister Development
Block gold property, located on the Carlin Trend in Nevada. An earn-in
agreement is an agreement under which a party must take certain actions in order
to earn an interest in an entity. The agreement provides us with an option to
earn a 50% working interest in the Hollister Development Block in return for
funding a two-stage, advanced exploration and development program leading to
commercial production. We estimate the cost to achieve our 50% interest in the
Hollister Development Block to be approximately $21.8 million, and at December
31, 2004, we had spent approximately $6.1 million. As of December 31, 2004, we
were contractually committed to approximately $4.3 million, which represents the
remaining portion committed by us to complete the first stage of the agreement.
Upon earn-in, we will be the operator of the mine.
Pursuant
to the Earn-in Agreement, we and Great Basin each agreed to issue a series of
warrants to the other party, entitling the parties to purchase one anothers
common stock within two years from the date of issuance of the warrants at
prevailing market prices at such date. In August 2002, we issued a warrant to
purchase 2.0 million shares of our common stock to Great Basin and Great Basin
issued a warrant to purchase 1.0 million shares of its common stock to us. The
warrant we issued to Great Basin was recorded at its estimated fair value of
$1.9 million. The estimated fair value of the Great Basin warrant received was
$0.2 million. The resulting difference was recorded as an addition to mineral
interests. The warrant to purchase our common stock was exercised by Great Basin
in November 2003, in which we received cash proceeds of approximately $7.5
million. In January 2004, we exercised a portion of our warrant to purchase 1.0
million shares, by purchasing 250,000 shares of Great Basin common stock for
$0.3 million. In August 2004, the remaining 750,000 warrants to purchase shares
of Great Basin expired unexercised, and as a result we recognized an impairment
loss of the remaining investment balance of $0.1 million.
The
Earn-In Agreement obligates us to issue: (i) a warrant to Great Basin, entitling
it to purchase an additional 1.0 million shares of our common stock, exercisable
at the then market value of our common stock on the date of issuance, if and
when we decide to commence certain development activities, and, (ii) an
additional warrant to Great Basin, entitling it to purchase 1.0 million shares
of our common stock, exercisable at the then market value of our common stock on
the date of issuance, following completion of such activities, if undertaken.
Great Basin will issue warrants to us, entitling us to purchase 500,000 shares
of its common stock immediately upon receipt of the second and third warrants to
purchase our stock. In addition to the foregoing, we will pay to Great Basin
from our share of commercial production, a sliding scale royalty that is
dependent on the cash operating profit per ounce of gold equivalent production.
No production occurred to date and therefore, no royalty has been
paid.
The La
Camorra mine purchase agreement includes a provision to pay Monarch Resources a
net smelter return (NSR) royalty on production exceeding a cumulative total of
600,000 ounces of gold from the properties acquired from Monarch Resources in
Venezuela. The royalty is based on a sliding scale dependent on the price of
gold. When the gold price is below $300.00 per troy ounce there is no royalty,
when the price is between $300.00 and $399.99 per troy ounce the royalty is 1%,
when the price is between $400.00 and $499.99 per troy ounce the royalty is 2%
and when the price is $500.00 and above the royalty is 3%. The production
milestone was reached in the second quarter of 2004, and gold production since
that time has been subject to the provisions of the royalty agreement. As a
result, approximately $0.5 million in royalty expense was incurred in 2004, and
no royalties were recognized during 2003 and 2002.
We are
also subject to a royalty obligation on the Block B property in Venezuela. Under
the agreement, we are required to pay CVG-Minerven a royalty of 2% to 3%,
depending on the gold price, on production from Block B. No production occurred
for Block B in 2004, 2003 and 2002; therefore, no royalties have been paid to
CVG-Minerven.
In August
2003, our board of directors approved the development of a production shaft at
the La Camorra mine in Venezuela, which is scheduled to enter operation during
the second quarter
of 2005. At December 31, 2004, we estimate the remaining cost to complete the
shaft to be approximately $5.7 million.
In
October 2003, we acquired a pre-existing lease within the Block B area for
$750,000 in cash plus the assumption of $1.3 million in debt, which was paid
during 2003.
In
January 2005, we signed a letter of intent to acquire the Guariche gold project
in Venezuela, which would more than double our land position in that country. To
obtain the property, we will acquire the shares of the subsidiary corporations
of Triumph Gold Corporation (Triumph), which collectively control the
concessions. The transaction is subject to approval of the board of directors of
each company, as well as the shareholders of Triumph. We have proposed to issue
to Triumph 1.24 million units of stock, each unit consisting of one share of
common stock and one warrant entitling the holder to purchase one additional
common share for a period of three years. The warrant exercise price shall be
the average closing price of our common shares for the 10 days preceding
closing. In addition to the stock and warrants, we have agreed to a cash payment
to Triumph of $75,000 as well as giving Triumph the ability to earn an interest
into the rights that we have in two other Venezuelan concessions by conducting
exploration on the properties. The letter of intent provides us the right to buy
back into the properties and operate them, as well as providing us with a right
to buy into Triumphs Las Flores property.
Note
5: Environmental and Reclamation Activities
The
liabilities accrued for our reclamation and closure costs at December 31, 2004
and 2003, were as follows (in thousands):
Operating
properties: |
|
|
2004 |
|
|
2003 |
|
Greens
Creek |
|
$ |
4,746 |
|
$ |
4,486 |
|
La
Camorra unit |
|
|
1,475 |
|
|
1,240 |
|
San
Sebastian |
|
|
1,917 |
|
|
1,812 |
|
Lucky
Friday |
|
|
498 |
|
|
677 |
|
Hollister |
|
|
630 |
|
|
-
- |
|
Nonoperating
properties: |
|
|
|
|
|
|
|
Grouse
Creek |
|
|
31,734 |
|
|
32,154 |
|
Coeur
dAlene Basin |
|
|
23,600 |
|
|
18,000 |
|
Bunker
Hill |
|
|
4,533 |
|
|
6,831 |
|
Republic |
|
|
2,600 |
|
|
2,594 |
|
All
other sites |
|
|
3,455 |
|
|
2,838 |
|
Total |
|
|
75,188 |
|
|
70,632 |
|
Amount
reflected as current |
|
|
(9,237 |
) |
|
(7,400 |
) |
Amount
reflected as long-term |
|
$ |
65,951 |
|
$ |
63,232 |
|
|
|
|
|
|
|
|
|
In 2004,
we recorded accruals totaling $10.3 million for future environmental and
reclamation expenditures, primarily for anticipated past response costs in
Idahos Coeur dAlene Basin ($5.6 million) and for the Grouse Creek mine cleanup
in central Idaho ($2.9 million). For additional information on the Coeur dAlene
Basin and Court ruling, see Note 8 of Notes to Consolidated Financial
Statements.
We have
developed a revised reclamation cost estimate for the Grouse Creek mine, which
suspended operations in 1997. The estimate is based on our assumptions of time
required for dewatering in compliance with current regulations. We have
commenced dewatering of the tailings impoundment and developed a conceptual
15-year closure plan that provided the basis for the increase in estimated costs
of $2.9 million discussed above.
The
activity in our accrued reclamation and closure cost liability for the years
ended December 31, 2004, 2003 and 2002, was as follows (in
thousands):
Balance
at January 1, 2002 |
|
$ |
52,481 |
|
Accruals
for estimated costs |
|
|
2,514 |
|
Payment
of reclamation obligations |
|
|
(5,272 |
) |
|
|
|
|
|
Balance
at December 31, 2002 |
|
|
49,723 |
|
Accruals
for estimated costs |
|
|
24,086 |
|
Adoption
of SFAS No. 143 and subsequent additions due to changes in
reclamation plans |
|
|
1,744 |
|
Payment
of reclamation obligations |
|
|
(4,921 |
) |
|
|
|
|
|
Balance
at December 31, 2003 |
|
|
70,632 |
|
Accruals
for estimated costs |
|
|
10,271 |
|
Revision
of estimated cash flows due to changes in reclamation
plans |
|
|
569 |
|
Payment
of reclamation obligations |
|
|
(6,284 |
) |
Balance
at December 31, 2004 |
|
$ |
75,188 |
|
|
|
|
|
|
For
additional information regarding environmental matters, see Note 8 of Notes to
Consolidated Financial Statements.
In August
2001, the FASB issued SFAS No. 143 Accounting for Asset Retirement
Obligations, which we adopted in January 2003. Upon initial application of SFAS
No. 143 on January 1, 2003, we recorded the following:
1. |
An
increase of approximately $0.7 million to accrued
reclamation and closure costs to reflect the
estimated present value of reclamation liabilities based on the discounted
fair market value of future cash flows to settle the
obligation; |
2. |
An
increase to the carrying amounts of the associated long-lived assets of
approximately $3.3 million to capitalize the present value of the
liabilities as of the date the obligation occurred, offset by $1.5 million
of accumulated depletion through January 1, 2003;
and |
3. |
A
cumulative effect of change in accounting principle of $1.1 million gain,
reflecting the difference between those amounts and amounts previously
recorded in our consolidated financial statements at January 1,
2003. |
In
September 2004, we assessed future closure costs at our operating properties and
revised their associated long-lived assets and adjusted our reclamation and
closure costs accordingly. The sum of our estimated reclamation and abandonment
costs was discounted using a credit adjusted, risk-free interest rate of 6% from
the time we expect to pay the retirement obligation to the time we incurred the
obligation, along with assumed annual inflation of 2.5%.
The
following is a reconciliation, as of December 31, 2004 and 2003, of the total
liability for asset retirement obligations, which are part of our $75.2 million
and $70.6 million accrued reclamation and closure costs, respectively (in
thousands):
|
|
2004 |
|
2003 |
|
Balance
January 1 |
|
$ |
7,631 |
|
$ |
6,053 |
|
Changes
in obligations due to changes in reclamation
plans |
|
|
(15 |
) |
|
1,031 |
|
Accretion
expense |
|
|
263
|
|
|
747
|
|
Payment
of reclamation obligations |
|
|
(17 |
) |
|
(200 |
) |
Balance
December 31 |
|
$ |
7,862 |
|
$ |
7,631 |
|
If SFAS
No. 143 had been in effect as of January 1, 2002, our total liability for asset
retirement obligations would have been approximately $5.5 million. The following
table presents the pro forma effects of the application of SFAS No. 143 for the
year ended December 31, 2002, as if SFAS No. 143 had been in effect for that
period (in thousands, except per share data):
|
|
For
the Year Ended December 31, |
|
|
|
2002 |
|
Reported
loss applicable to common shareholders |
|
$ |
(14,614 |
) |
Adjustment
to cost of sales and other direct production
costs |
|
|
1,038 |
|
Adjustment
to depreciation, depletion and amortization |
|
|
(523 |
) |
Pro
forma loss applicable to common shareholders |
|
$ |
(14,099 |
) |
|
|
|
|
|
Basic
and diluted loss per share: |
|
|
|
|
As
reported |
|
$ |
(0.18 |
) |
Pro
forma |
|
$ |
(0.18 |
) |
Note
6: Income Taxes
Major
components of our income tax provision (benefit) for the years ended
December 31, 2004, 2003 and 2002, relating to continuing operations are as
follows (in thousands):
|
|
2004 |
|
2003 |
|
2002 |
|
Current: |
|
|
|
|
|
|
|
Federal |
|
$ |
117 |
|
$ |
-
- |
|
$ |
-
- |
|
State |
|
|
4 |
|
|
6 |
|
|
-
- |
|
Foreign |
|
|
347 |
|
|
534 |
|
|
382 |
|
Total
current income tax provision |
|
|
468
|
|
|
540
|
|
|
382
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
-
- |
|
|
-
- |
|
|
-
- |
|
Foreign |
|
|
2,323 |
|
|
677 |
|
|
(3,300 |
) |
Total
deferred income tax provision (benefit) |
|
|
2,323 |
|
|
677 |
|
|
(3,300 |
) |
Total
income tax provision (benefit) |
|
$ |
2,791 |
|
$ |
1,217 |
|
$ |
(2,918 |
) |
For the
years ended December 31, 2004, 2003 and 2002, the income tax provision related
to discontinued operations was zero.
Domestic
and foreign components of income (loss) from continuing operations before income
taxes, discontinued operations and cumulative effect of change in accounting
principle, for the years ended December 31, 2004, 2003 and 2002, are as follows
(in thousands):
|
|
2004 |
|
2003 |
|
2002 |
|
Domestic |
|
$ |
(9,144 |
) |
$ |
(26,973 |
) |
$ |
(11,234 |
) |
Foreign |
|
|
5,801 |
|
|
21,102 |
|
|
19,179 |
|
Total |
|
$ |
(3,343 |
) |
$ |
(5,871 |
) |
$ |
7,945 |
|
As of
December 31, 2004, a valuation allowance was recorded on deferred tax assets of
$156 million. Recent changes in operations in Mexico reduced 2004 utilization of
Mexican net operating loss carryforward to $96,000 and future taxable income is
not determinable at this time. Consistent with prior years, a valuation
allowance remains on the deferred assets in the U.S. and Venezuela, therefore no
net deferred tax asset is recorded as of December 31, 2004. The components of
the net deferred tax asset were as follows (in thousands):
|
|
December
31, |
|
|
|
2004 |
|
2003 |
|
|
|
|
|
|
|
Deferred
tax assets: |
|
|
|
|
|
|
|
Accrued
reclamation costs |
|
$ |
26,043 |
|
$ |
23,273 |
|
Investment
valuation differences |
|
|
710 |
|
|
1,357 |
|
Postretirement
benefits other than pensions |
|
|
1,462 |
|
|
1,099 |
|
Deferred
compensation |
|
|
897 |
|
|
282 |
|
Foreign
net operating losses |
|
|
3,872 |
|
|
2,796 |
|
Federal
net operating losses |
|
|
110,399 |
|
|
118,014 |
|
State
net operating losses |
|
|
13,547 |
|
|
14,518 |
|
Tax
credit carryforwards |
|
|
2,604 |
|
|
1,362 |
|
Miscellaneous |
|
|
2,973 |
|
|
1,663 |
|
Total
deferred tax assets |
|
|
162,507 |
|
|
164,364 |
|
Valuation
allowance |
|
|
(155,968 |
) |
|
(156,463 |
) |
Total
deferred tax assets |
|
|
6,539 |
|
|
7,901 |
|
Deferred
tax liabilities: |
|
|
|
|
|
|
|
Pension
costs |
|
|
(4,783 |
) |
|
(4,266 |
) |
Properties,
plants and equipment |
|
|
(699 |
) |
|
(1,312 |
) |
Inventory |
|
|
(1,057 |
) |
|
-
- |
|
Total
deferred tax liabilities |
|
|
(6,539 |
) |
|
(5,578 |
) |
Net
deferred tax asset |
|
$ |
-
- |
|
$ |
2,323 |
|
We
recorded a valuation allowance to reflect the estimated amount of deferred tax
assets, which may not be realized principally due to the expiration of net
operating losses and tax credit carryforwards. The changes in the valuation
allowance for the years ended December 31, 2004, 2003 and 2002, are as follows
(in thousands):
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Balance
at beginning of year |
|
$ |
(156,463 |
) |
$ |
(150,165 |
) |
$ |
(153,214 |
) |
|
|
|
|
|
|
|
|
|
|
|
Increase
related to nonutilization of net operating loss carryforwards and
nonrecognition of deferred tax assets due to uncertainty of
recovery |
|
|
(5,768 |
) |
|
(12,408 |
) |
|
-
- |
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease related to net recognition of foreign deferred tax
asset |
|
|
(2,323 |
) |
|
(677 |
) |
|
3,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Decrease
related to utilization and expiration of net operating loss
carryforwards |
|
|
8,586 |
|
|
6,787 |
|
|
49 |
|
Balance
at end of year |
|
$ |
(155,968 |
) |
$ |
(156,463 |
) |
$ |
(150,165 |
) |
The
annual tax provision (benefit) is different from the amount that would be
provided by applying the statutory federal income tax rate to our pretax income
(loss). The reasons for the difference are (in thousands):
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computed
statutory (benefit)/provision |
|
$ |
(1,137 |
) |
|
(34 |
)% |
$ |
(1,996 |
) |
|
(34 |
)% |
$ |
2,701 |
|
|
34 |
% |
Net
increase (reduction) of valuation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
allowance
on Mexican loss carryforward |
|
|
2,323 |
|
|
69 |
|
|
677 |
|
|
12 |
|
|
(3,000 |
) |
|
(38 |
) |
Nonutilization
of net operating losses and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
effect
of state and foreign taxes |
|
|
1,605 |
|
|
48 |
|
|
2,536 |
|
|
43 |
|
|
(2,619 |
) |
|
(33 |
) |
|
|
$ |
2,791 |
|
|
83 |
% |
$ |
1,217 |
|
|
21 |
% |
$ |
(2,918 |
) |
|
(37 |
)% |
As of
December 31, 2004, for U.S. income tax purposes, we have net operating loss
carryforwards of $324.7 million and $265.8 million for regular and alternative
minimum tax purposes, respectively. These operating loss carryforwards expire
over the next 15 to 20 years, the majority of which expire between 2006 and
2022. In addition, we have foreign tax operating loss carryforwards of
approximately $12.4 million, which expire between 2004 and 2014. Approximately
$12.0 million of U.S. regular tax loss carryforwards are subject to limitations
in any given year due to mergers. Our U.S. tax loss carryforwards may also be
limited upon a change in control. We have approximately $1.0 million in
alternative minimum tax credit carryforwards eligible to reduce future regular
U.S. tax liabilities.
In
February 2005, we were notified by the SENIAT, that it had completed its audit
of our Venezuelan tax returns for the years ended December 31, 2002 and
2003. In the notice, the SENIAT has alleged certain expenses are not deductible
for income tax purposes and that calculations of tax deductions based upon
inflationary adjustments were overstated, and has issued an assessment that is
equal to taxes payable of $3.8 million. We have initiated a review of the
SENIATs findings, and believe the SENIATs assessments are inappropriate, and
we expect to vigorously defend our position. Any resolution could involve
significant delay, legal proceedings, and related costs and uncertainty. We have
not accrued any amounts associated with the tax audits as of December 31,
2004. There can be no assurance that we will be successful in defending
ourselves against the tax assessment, that there will not be additional
assessments in the future or that SENIAT or other governmental agencies or
officials may not take other actions against us, whether or not justified, that
could disrupt our operations in Venezuela and have a material adverse effect on
our financial condition.
Note
7: Long-term Debt and Credit Agreement
At
December 31, 2003, our wholly owned subsidiary, Hecla Resources Investments
Limited had $0.5 million outstanding under a credit agreement used to provide
project financing at the La Camorra mine. This debt was paid in full in
2004.
At
December 31, 2003, we had $1.0 million outstanding under a subordinated loan
agreement. This debt was paid in full in 2004.
At
December 31, 2003, our wholly owned subsidiary, Minera Hecla had $3.2 million
outstanding under a project loan used to acquire a processing mill at Velardeña,
Mexico, to process ore mined from San Sebastian located near Durango, Mexico.
This debt was paid in 2004.
At
December 31, 2004, there was no debt outstanding.
Note
8: Commitments and Contingencies
Bunker
Hill Superfund Site
In 1994,
we, as a potentially responsible party under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (CERCLA), entered into a
consent decree with the Environmental Protection Agency (EPA) and the State of
Idaho, concerning environmental remediation obligations at the Bunker Hill
Superfund site located in the Kellogg, Idaho area. The 1994 Consent Decree (the
1994 Decree) settled our response-cost responsibility under CERCLA at the
Bunker Hill 21-square mile site. In August 2000, Sunshine Mining and Refining
Company, which was also a party to the 1994 Decree, filed for Chapter 11
bankruptcy and in January 2001, the Federal District Court approved a new
Consent Decree between Sunshine, the U.S. Government and the Coeur dAlene
Indian Tribe which settled Sunshines environmental liabilities in the Coeur
dAlene Basin lawsuits described below and released Sunshine from further
obligations under the 1994 Decree.
In
response to a request by us and ASARCO Incorporated, the United States Federal
District Court in Idaho, having jurisdiction over the 1994 Decree, issued an
Order in September 2001 that the 1994 Decree should be modified in light of a
significant change in factual circumstances not reasonably anticipated by the
mining companies at the time they signed the 1994 Decree. In its Order, the
Court reserved the final ruling on the appropriate modification to the 1994
Decree until after the issuance by the EPA of a Record of Decision (ROD) on
the Basin-wide Remedial Investigation/Feasibility Study.
The EPA
issued the ROD on the Basin in September 2002, proposing a $359 million Basin
clean-up plan to be implemented over 30 years. The ROD also establishes a review
process at the end of the 30-year period to determine if further remediation
would be appropriate. Based on the 2001 Order issued by the Court, in April
2003, we requested the Court release Hecla and ASARCO from future work under the
1994 Decree within the Bunker Hill site. On November 18, 2003, the Idaho Federal
District Court issued its order on ASARCOs and our request for final relief on
the motion to modify the 1994 Decree. The Court held that we and ASARCO were
entitled to a reduction of $7.0 million from the remaining work or costs under
the 1994 Decree. Pursuant to the Courts order, the parties to the 1994 Decree
have negotiated an agreement for crediting this reduction against the
governments past cost claims and future work and payments under the 1994
Decree. In January 2004, both the United States and the State of Idaho filed
notice of their appeal of the Federal District Courts order modifying the 1994
Consent Decree.
On
February 2, 2003, ASARCO entered into a Consent Decree with the United States
relating to a transfer of certain assets to its parent corporation, Grupo
Mexico, S.A. de C.V. The Consent Decree also addresses ASARCOs environmental
liabilities on a number of sites in the United States, including the Bunker Hill
site. The provisions of the Consent Decree could limit ASARCOs annual
obligation at the Bunker Hill site through 2005.
As of
December 31, 2004, we have estimated and accrued a liability for remedial
activity costs at the Bunker Hill site of $4.5 million, which are anticipated to
be made over the next three to four years. Although we believe the accrual is
adequate based upon our current estimates of aggregate costs, it is reasonably
possible that our estimate may change in the future due to the assumptions and
estimates inherent in the accrual.
Coeur
dAlene River Basin Environmental Claims
Coeur
dAlene Indian Tribe Claims
In July
1991, the Coeur dAlene Indian Tribe brought a lawsuit, under CERCLA, in Idaho
Federal District Court against us, ASARCO and a number of other mining companies
asserting claims for damages to natural resources downstream from the Bunker
Hill site over which the Tribe alleges some ownership or control. The Tribes
natural resource damage litigation has been consolidated with the United States
litigation described below. Because of various bankruptcies and settlements of
other defendants, we are the only remaining defendant in the Tribes Natural
Resource Damages case.
U.S.
Government Claims
In March
1996, the United States filed a lawsuit in Idaho Federal District Court against
certain mining companies that conducted historic mining operations in the Silver
Valley of northern Idaho, including us. The lawsuit asserts claims under CERCLA
and the Clean Water Act and seeks recovery for alleged damages to or loss of
natural resources located in the Coeur dAlene River Basin in northern Idaho for
which the United States asserts it is the trustee under CERCLA. The lawsuit
claims that the defendants historic mining activity resulted in releases of
hazardous substances and damaged natural resources within the Basin. The suit
also seeks declaratory relief that we and other defendants are jointly and
severally liable for response costs under CERCLA for historic mining impacts in
the Basin outside the Bunker Hill site. We have asserted a number of defenses to
the United States claims.
As
discussed above, in May 1998, the EPA announced that it had commenced a Remedial
Investigation/Feasibility Study under CERCLA for the entire Basin, including
Lake Coeur dAlene, in support of its response cost claims asserted in its March
1996 lawsuit. In October 2001, the EPA issued its proposed clean-up plan for the
Basin. The EPA issued the ROD on the Basin in September 2002, proposing a $359
million Basin clean-up plan to be implemented over 30 years. The ROD also
establishes a review process at the end of the 30-year period to determine if
further remediation would be appropriate.
During
2000 and into 2001, we were involved in settlement negotiations with
representatives of the U.S. Government and the Coeur dAlene Indian Tribe. We
also participated with certain of the other defendants in the litigation in a
State of Idaho-led settlement effort. In August 2001, we entered into a now
terminated Agreement in Principle with the United States and the State of Idaho
to settle the governments claims for natural resource damages and clean-up
costs related to the historic mining practices in the Coeur dAlene Basin in
northern Idaho. In August 2002, because the parties were making no progress
toward a final settlement under the terms of the Agreement in Principle, the
United States, the State of Idaho and we agreed to discontinue utilizing the
Agreement in Principle as a settlement vehicle. However, we may participate in
further settlement negotiations with the United States, the State of Idaho and
the Coeur dAlene Indian Tribe in the future.
The first
phase of the trial commenced on the consolidated Coeur dAlene Indian Tribes
and the United States claims in January 2001, and was concluded in July 2001.
The first phase of the trial addressed the extent of liability, if any, of the
defendants and the allocation of liability among the defendants and others,
including the U.S. Government. In September 2003, the Court issued its Phase I
ruling, holding that we have some liability for Coeur dAlene Basin
environmental conditions. The Court refused to hold the defendants jointly and
severally liable for historic tailings releases and instead allocated a 31%
share of liability to us for impacts resulting from these releases. The portion
of damages, past costs and clean-up costs to which this 31% applies, other cost
allocations applicable to us and the Courts determination of an appropriate
clean-up plan will be addressed in the Phase II trial. The Court also left for
the Phase II trial issues on the deference, if any, to be afforded the
Governments clean-up plan. The Court has not yet scheduled the second phase of
the trial.
The Court
also found that while certain Basin natural resources had been injured, there
has been an exaggerated overstatement by the plaintiffs of Basin environmental
conditions and the mining impact. The Court also significantly limited the scope
of the trustee plaintiffs resource trusteeship and will require proof in the
Phase II trial of the trustees percentage of trusteeship in co-managed
resources. The U.S. Government and the Coeur dAlene Tribe are re-evaluating
their claims for natural resource damages for the Phase II trial. Although we
believe, because of the actions of the Court described above, we have limited
liability for natural resource damages, such claims may be in the range of $2.0
billion and $3.4 billion. Because of a number of factors relating to the quality
and uncertainty of the U.S. Governments and Tribes natural resources damage
claims, we are currently unable to estimate any liability or range of liability
for these claims.
In expert
reports exchanged with the defendants in August and September 2004, the U.S.
Government claimed to have incurred approximately $87 million for past
environmental study, remediation and legal costs associated with the Coeur
dAlene Basin for which it is alleging it is entitled to reimbursement in the
Phase II trial. A portion of these costs is also included in the work to be done
under the ROD. With respect to the U.S. Governments past cost claims, we have
determined a potential range of liability between $5.6 million and $13.6
million, with no amount in the range being more likely than any other amount. At
September 30, 2004, we recorded an accrual for the U.S. Government past cost
claim of $5.6 million.
The Phase
II trial has not yet been scheduled by the court. Two of the defendant mining
companies, Coeur dAlene Mines Corporation and Sunshine Mining and Refining
Company, settled their liabilities under the litigation during the first quarter
of 2001. We and ASARCO are the only defendants remaining in the United States
litigation.
Although
the U.S. Government has previously issued its ROD proposing a clean-up plan
totaling approximately $359 million and the U.S. Governments past cost claim is
$87 million, based upon the Courts prior orders, including its September 2003
order and other factors and issues to be addressed by the Court in the Phase II
trial, we currently estimate, including the September 2004 accrual of $5.6
million for past response costs, the range of our potential liability for both
past costs and remediation (but not natural resource damages as discussed above)
in the Basin to be $23.6 million to $72.0 million, with no amount in the range
being more likely than any other number at this time. Based upon generally
accepted accounting principles, we have accrued the minimum liability within
this range, which at December 31, 2004, was $23.6 million. It is reasonably
possible that our ability to estimate what, if any, additional liability we may
have relating to the Coeur dAlene Basin may change in the future depending on a
number of factors, including information obtained or developed by us prior to
the Phase II trial, any interim court determinations and the outcome of the
Phase II trial.
Class
Action Litigation
On
January 7, 2002, a class action complaint was filed in the Idaho District Court,
County of Kootenai, against several corporate defendants, including Hecla. We
were served with the complaint on January 29, 2002. The complaint seeks
certification of three plaintiff classes of Coeur dAlene Basin residents and
current and former property owners to pursue three types of relief: various
medical monitoring programs, real property remediation and restoration programs,
and damages for diminution in property value, plus other damages and costs they
allege resulted from historic mining and transportation practices of the
defendants in the Coeur dAlene Basin. On August 18, 2004, the District Court of
Kootenai County issued its Opinion and Order with respect to a number of Summary
Judgment Motions filed by the defendants in the litigation. In the Order, the
Judge dismissed all of the plaintiffs claims against the defendants, asserting
that in each case the applicable statute of limitations had been exceeded prior
to filing the lawsuit. The Court held that Hecla Mining Company had completely
ceased discharging mill tailings into the South Fork of the Coeur dAlene River
in 1968 and that all mill tailings were deposited on lands within ten years of
that date or by 1978. The Court stated that the action was brought in 2002, and
the four-year statute of limitations had expired. Therefore, the Court held that
the lawsuit against us was time barred. In September 2004, the plaintiffs filed
a Notice of Appeal, appealing the District Courts dismissal decision to the
Idaho Supreme Court. On December 13, 2004 the Idaho Supreme Court, pursuant to a
stipulation among the parties, dismissed the appeal and ordered each party to
bear its own costs and attorney fees.
Insurance
Coverage Litigation
In 1991,
we initiated litigation in the Idaho District Court, County of Kootenai, against
a number of insurance companies that provided comprehensive general liability
insurance coverage to us and our predecessors. We believe the insurance
companies have a duty to defend and indemnify us under their policies of
insurance for all liabilities and claims asserted against us by the EPA and the
Tribe under CERCLA related to the Bunker Hill site and the Coeur dAlene Basin
in northern Idaho. In 1992, the Idaho State District Court ruled that the
primary insurance companies had a duty to defend us in the Tribes lawsuit.
During 1995 and 1996, we entered into settlement agreements with a number of the
insurance carriers named in the litigation. We have received a total of
approximately $7.2 million under the terms of the settlement agreements. Thirty
percent of these settlements were paid to the EPA to reimburse the U.S.
Government for past costs under the 1994 Decree. Litigation is still pending
against one insurer with trial suspended until the underlying environmental
claims against us are resolved or settled. The remaining insurer in the
litigation, along with a second insurer not named in the litigation, is
providing us with a partial defense in all Basin environmental litigation. As of
December 31, 2004, we have not reduced our accrual or recorded a receivable for
reclamation and closure costs to reflect the receipt of any potential insurance
proceeds.
Independence
Lead Mines Litigation
In March
2002, Independence Lead Mines Company (Independence), the holder of a net
18.52% interest in the Gold Hunter or DIA unitized area of the Lucky Friday
unit, notified us of certain alleged defaults by us under the 1968 lease
agreement between the unit owners (Independence and us under the terms of the
1968 DIA Unitization Agreement) as lessors and defaults by us as lessee and
operator of the properties. We are a net 81.48% interest holder under these
Agreements. Independence alleged that we violated the prudent operator
obligations implied under the lease by undertaking the Gold Hunter project and
violated certain other provisions of the Agreement with respect to milling
equipment and calculating net profits and losses. Under the lease agreement, we
have the exclusive right to manage, control and operate the DIA properties, and
our decisions with respect to the character of work are final. In June 2002,
Independence filed a lawsuit in Idaho State District Court seeking termination
of the lease agreement and requesting unspecified damages. Trial of the case
occurred from March 23 through April 1, 2004. On July 19, 2004, the Court issued
a decision that found in our favor on all issues and subsequently awarded us
approximately $0.1 million in attorney fees and certain costs, which
Independence has paid. On August 10, 2004, Independence filed its Notice of
Appeal that is currently pending before the Supreme Court of Idaho. We believe
that we have complied in all material respects with all of our obligations under
the 1968 lease agreement, and intend to continue defending our right to operate
the property under the lease agreement.
In
Mexico, our wholly owned subsidiary, Minera Hecla, S.A. de C.V., was involved in
litigation in Mexico City concerning a lien on certain major components of the
Velardeña mill that predated the sale of the mill to Minera Hecla. At the time
of the purchase, the lien amount was believed to be approximately $590,000,
which was deposited by the prior owner of the mill with the Court. In January
2003, Minera Hecla deposited $145,000, which represented the amount of accrued
interest since the date of sale, and the Court in Mexico City canceled the lien.
In September 2003, the lien holder filed the last in a series of unsuccessful
appeals before a federal appeals court in Mexico City. In February 2004, the
federal appeals court in Mexico City upheld the lower court decisions that the
lien had been canceled. We believe that the lien has been fully satisfied and
the lien holder has exhausted all appeals.
Minera
Hecla is also involved in other litigation in state and federal courts located
within the State of Durango, Mexico, concerning the Velardeña mill. In October
2003, representatives from Minera William, S.A. de C.V. (an affiliate of the
prior owner of the Velardeña mill and subsidiary of ECU Silver Mining, a
Canadian company) presented to Minera Hecla court documents from a state court
in Durango, Mexico, that purported to award custody of the mill to Minera
William to satisfy an alleged unpaid debt by the prior owner. Minera Hecla was
not a party to and did not have any notice of the legal proceeding in Durango.
In October 2003, Minera Hecla obtained a temporary restraining order from a
federal court in Durango to preserve our possession of the mill. In February
2004, Minera Hecla obtained a permanent restraining order that prohibits further
interference with our operation and possession of the mill. Minera William
appealed that decision and on March 8, 2005 the Federal Court of Appeals in the City and
State of Durango upheld the lower court decision in favor of the Company. We
believe the claim of Minera William is without merit and it has no right to any
portion of the Velardeña mill. We intend to zealously defend our ownership
interest.
The court
proceedings discussed above do not affect Minera Heclas San Sebastian mine,
located approximately 65 miles from the Velardeña mill. The above-mentioned
dispute could result in future disruption of operations at the Velardeña mill.
Although there can be no assurance as to the outcome of these proceedings, we
believe an adverse ruling will not have a material adverse effect on our
financial condition.
Venezuela
Litigation
In
February 2004, the Venezuelan National Guard impounded a shipment of
approximately 5,000 ounces of gold doré produced from the La Camorra unit, which
is owned and operated by our wholly owned subsidiary, Minera Hecla Venezolana,
C.A. (MHV). The impoundment was allegedly made due to irregularities in
documentation that accompanied the shipment. That shipment was stored at the
Central Bank of Venezuela. In March 2004, we filed with the Superior Tax Court
in Bolivar City, State of Bolivar an injunction action against the National
Guard to release the impounded gold doré. In April 2004, that Court granted our
request for an injunction, but conditioned release of the gold pending
resolution of an unrelated matter (described in the following paragraph)
involving the Venezuelan tax authority (SENIAT) that was proceeding in the
Superior Tax Court in Caracas. In June 2004, the Superior Tax Court in Caracas
ordered return of the impounded gold to Hecla. Although we encountered
difficulties, delays, and costs in enforcing such order, the impounded gold was
returned to us in July 2004 and was shipped to our refiner for further
processing and sale by us. All subsequent shipments of gold doré have been
exported without intervention by Venezuelan government authorities, but there
can be no assurance that such impoundments may not occur in the future or, that,
if such were to occur, they would be resolved in a similar manner or time frame
or upon acceptable conditions or costs.
MHV is
also involved in litigation in Venezuela with SENIAT concerning alleged unpaid
tax liabilities that predate our purchase of the La Camorra unit from Monarch
Resources (Monarch) in 1999. Pursuant to our Purchase Agreement, Monarch has
assumed defense of and responsibility a pending tax case in the Superior Tax
Court in Caracas. In April 2004, SENIAT filed with the Third Superior Tax Court
in Bolivar City, State of Bolivar an embargo action against all of MHVs assets
in Venezuela to secure the alleged unpaid tax liabilities. In order to prevent
the embargo, in April 2004, MHV made a cash deposit with the Court of
approximately $4.3 million. In June 2004, the Superior Tax Court in Caracas
ordered suspension and revocation of the embargo action filed by the SENIAT.
Although we believe the cash deposit will continue to prevent any further action
by SENIAT with respect to the embargo, there can be no assurances as to the
outcome of this proceeding. If the tax court in Caracas or an appellate court
were to subsequently award SENIAT its entire requested embargo, it could disrupt
our operations in Venezuela and have a material adverse effect on our financial
condition.
Other
In
October 2004, the employees at the Velardeña mill in Mexico initiated a strike,
in an attempt to unionize the employees at the San Sebastian mine. Although
there can be no assurance as to the outcome or length of the strike, production
was affected during the fourth quarter of 2004, and continues to be affected as
of the date of this report. We currently believe the strike will not materially
affect our longer-term expected production, although there can be no assurance
that the strike will not affect our longer term production. The mine is
stockpiling ore until the strike is resolved or contract milling facilities can
be arranged.
The
Central Bank of Venezuela maintains regulations concerning the export of gold
from Venezuela. Under current regulations, 15% of our gold production from
Venezuela is required to be sold in Venezuela. Prior to our acquisition of the
La Camorra mine, the previous owners had sold substantially all of the gold
production to the Central Bank of Venezuela and built up a significant credit to
cover the 15% requirement, which we assumed upon our acquisition. Since we began
operating in Venezuela in 1999, all our production of gold has been exported and
no sales have been made in the Venezuelan market. We currently expect that our
credit for national sales will be exhausted in the middle of 2005, and we may be
required to sell 15% of our future gold production to either the Central Bank of
Venezuela or to other customers within Venezuela. Markets within Venezuela are
limited, and historically the Central Bank of Venezuela has been the primary
customer of gold. There can be no assurance that the Central Bank of Venezuela
will purchase gold from us, and we may be required to sell gold into a limited
market, which could result in lower sales and cash flows from gold as a result
of discounts, or we may have to inventory a portion of our gold production until
such time we find a suitable purchaser for our gold. These matters could have a
material adverse effect on our financial results.
We are
subject to other legal proceedings and claims not disclosed above which have
arisen in the ordinary course of our business and have not been finally
adjudicated. Although there can be no assurance as to the ultimate disposition
of these other matters, it is the opinion of our management that the outcome of
these other proceedings will not have a material adverse effect on our financial
condition.
Note
9: Employee Benefit Plans
Pensions
and Post-retirement Plans
We
sponsor defined benefit pension plans covering substantially all U.S. employees
and provide certain post-retirement benefits, principally health care and life
insurance benefits for qualifying retired employees. The following tables
provide a reconciliation of the changes in the plans benefit obligations and
fair value of assets over the two-year period ended December 31, 2004, and a
statement of the funded status as of December 31, 2004 and 2003 (in
thousands):
|
|
Pension
Benefits |
|
Other
Benefits |
|
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
Change
in benefit obligation: |
|
|
|
|
|
|
|
|
|
Benefit
obligation at beginning of year |
|
$ |
54,927 |
|
$ |
47,071 |
|
$ |
1,531 |
|
$ |
1,376 |
|
Service
cost |
|
|
578 |
|
|
649 |
|
|
6 |
|
|
6 |
|
Interest
cost |
|
|
3,185 |
|
|
2,978 |
|
|
90 |
|
|
88 |
|
Participant
transfers in |
|
|
-
- |
|
|
100 |
|
|
-
- |
|
|
-
- |
|
Plan
amendments |
|
|
-
- |
|
|
1,714 |
|
|
-
- |
|
|
-
- |
|
Actuarial
(gain) loss |
|
|
254 |
|
|
5,848 |
|
|
(270 |
) |
|
124 |
|
Benefits
paid |
|
|
(3,491 |
) |
|
(3,433 |
) |
|
(34 |
) |
|
(63 |
) |
Benefit
obligation at end of year |
|
|
55,453 |
|
|
54,927 |
|
|
1,323 |
|
|
1,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in fair value of plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value of plan assets at beginning of year |
|
|
66,414 |
|
|
60,397 |
|
|
-
- |
|
|
-
- |
|
Actual
return on plan assets |
|
|
8,370 |
|
|
9,076 |
|
|
-
- |
|
|
-
- |
|
Employer
and employee contributions |
|
|
363 |
|
|
374 |
|
|
34 |
|
|
63 |
|
Benefits
paid |
|
|
(3,491 |
) |
|
(3,433 |
) |
|
(34 |
) |
|
(63 |
) |
Fair
value of plan assets at end of year |
|
|
71,656 |
|
|
66,414 |
|
|
-
- |
|
|
-
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded
status at end of year |
|
|
16,203 |
|
|
11,487 |
|
|
(1,323 |
) |
|
(1,531 |
) |
Unrecognized
net actuarial gain |
|
|
(7,015 |
) |
|
(3,992 |
) |
|
(338 |
) |
|
(76 |
) |
Unrecognized
transition obligation |
|
|
3 |
|
|
7 |
|
|
-
- |
|
|
-
- |
|
Unamortized
prior-service cost |
|
|
2,972 |
|
|
3,361 |
|
|
(17 |
) |
|
59 |
|
Net
amount recognized in consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
balance
sheets |
|
$ |
12,163 |
|
$ |
10,863 |
|
$ |
(1,678 |
) |
$ |
(1,548 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
following table provides the amounts recognized in the consolidated balance
sheets as of December 31, 2004 and 2003 (in thousands):
|
|
Pension
Benefits |
|
Other
Benefits |
|
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
Other
noncurrent assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid
benefit costs |
|
$ |
14,069 |
|
$ |
12,547 |
|
$ |
-
- |
|
$ |
-
- |
|
Other
noncurrent liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
benefit liability |
|
|
(4,078 |
) |
|
(3,960 |
) |
|
(1,678 |
) |
|
(1,548 |
) |
Intangible
asset |
|
|
804 |
|
|
876 |
|
|
-
- |
|
|
-
- |
|
Accumulated
other comprehensive income (loss) |
|
|
1,368 |
|
|
1,400 |
|
|
-
- |
|
|
-
- |
|
Net
amount recognized |
|
$ |
12,163 |
|
$ |
10,863 |
|
$ |
(1,678 |
) |
$ |
(1,548 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
benefit obligation and prepaid benefit costs were calculated by applying the
following weighted average assumptions:
|
|
|
|
|
|
|
|
Pension
Benefits |
|
Other
Benefits |
|
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
Discount
rate |
|
|
6.00 |
% |
|
6.00 |
% |
|
6.00 |
% |
|
6.00 |
% |
Expected
rate on plan assets |
|
|
8.00 |
% |
|
8.00 |
% |
|
-
- |
|
|
-
- |
|
Rate
of compensation increase |
|
|
4.00 |
% |
|
4.00 |
% |
|
-
- |
|
|
-
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above
assumptions were calculated based on information as of September 30, 2004 and
2003, the measurement dates for the plans. The expected rate of return is based
upon consideration of the plans current asset mix, historical long-term return
rates and the plans historical performance. Our current expected rate on plan
assets of 8.0% represents approximately 67% of our past five-years average
annual return rate of 12%.
Net
periodic pension cost (income) for the plans consisted of the following in 2004,
2003 and 2002 (in thousands):
|
|
Pension
Benefits |
|
Other
Benefits |
|
|
|
2004 |
|
2003 |
|
2002 |
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
cost |
|
$ |
578 |
|
$ |
649 |
|
$ |
534 |
|
$ |
6 |
|
$ |
6 |
|
$ |
9 |
|
Interest
cost |
|
|
3,186 |
|
|
2,978 |
|
|
2,814 |
|
|
90 |
|
|
88 |
|
|
183 |
|
Expected
return on plan assets |
|
|
(5,180 |
) |
|
(4,733 |
) |
|
(4,585 |
) |
|
-
- |
|
|
-
- |
|
|
-
- |
|
Amortization
of transition asset (obligation) |
|
|
5 |
|
|
5 |
|
|
23 |
|
|
-
- |
|
|
-
- |
|
|
-
- |
|
Amortization
of unrecognized prior |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
service
cost |
|
|
389 |
|
|
542 |
|
|
439 |
|
|
76 |
|
|
75 |
|
|
75 |
|
Amortization
of unrecognized net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
gain
(loss) from earlier periods |
|
|
86 |
|
|
(65 |
) |
|
15 |
|
|
(8 |
) |
|
(22 |
) |
|
(18 |
) |
Net
periodic pension cost (income) |
|
$ |
(936 |
) |
$ |
(624 |
) |
$ |
(760 |
) |
$ |
164 |
|
$ |
147 |
|
$ |
249 |
|
The
weighted-average allocations of investments at September 30, 2004 and 2003, the
measurement dates of the plan, by asset category in the Hecla Mining Company
Retirement Plan (Hecla Plan) and the Lucky Friday Pension Plan (Lucky Friday
Plan) are as follows:
|
|
Hecla
Plan |
|
Lucky
Friday Plan |
|
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
Interest-bearing
cash |
|
|
8 |
% |
|
27 |
% |
|
13 |
% |
|
28 |
% |
Equity
securities |
|
|
40 |
% |
|
33 |
% |
|
38 |
% |
|
33 |
% |
Debt
securities |
|
|
37 |
% |
|
29 |
% |
|
34 |
% |
|
28 |
% |
Real
estate |
|
|
0 |
% |
|
0 |
% |
|
0 |
% |
|
0 |
% |
Absolute
return |
|
|
10 |
% |
|
0 |
% |
|
10 |
% |
|
0 |
% |
Precious
metals and other
natural
resources |
|
|
5 |
% |
|
11 |
% |
|
5 |
% |
|
11 |
% |
Total |
|
|
100 |
% |
|
100 |
% |
|
100 |
% |
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Precious
metals and other natural resources include Hecla common stock in the amounts of
$3.7 million and $7.3 million at September 30, 2004 and 2003, the measurement
dates of the plan, respectively. These investments represent approximately 5.2%
and 11.0% of the total combined assets of these plans at September 30, 2004 and
2003, respectively.
Heclas
target asset allocations are currently set in the ranges that
follow:
Equity Portion |
|
|
30-46 |
% |
Fixed Income Portion |
|
|
29-43 |
% |
Real Estate Portion
|
|
|
8-12 |
% |
Absolute Return Portion
|
|
|
8-12 |
% |
Precious Metals and Other
Natural Resources Portion
|
|
|
5-10 |
% |
During
2004, with the assistance of a consulting firm, we redefined target allocations
and reallocated the investment portfolio of both plans. As part of this process,
we added a Real Estate component to the fund, and the plan is holding cash for a
future investment in Real Estate expected to occur in 2005. Investment
objectives are established for each of the asset categories included in the
pension plan with comparisons of performance against appropriate benchmarks. The
policy calls for each portion of the investments be supervised by a Qualified
Investment Manager(s). The Investment Managers are monitored on an ongoing basis
by our outside consultant, with formal reporting to us and the consultant
performed each quarter.
The
future benefit payments, which reflect expected future service, as appropriate,
are expected to be paid in the following years (in thousands):
Year
Ending December 31, |
|
Hecla
Plan |
|
Lucky
Friday Plan |
|
2005 |
|
$ |
2,633 |
|
$ |
688 |
|
2006 |
|
|
2,610 |
|
|
764 |
|
2007 |
|
|
2,579 |
|
|
755 |
|
2008 |
|
|
2,579 |
|
|
806 |
|
2009 |
|
|
2,581 |
|
|
866 |
|
Years
2010-2014 |
|
|
13,512 |
|
|
4,545 |
|
We do not
expect to contribute to the pension plans during the next year.
The
projected benefit obligation, accumulated benefit obligation and fair value of
plan assets for pension plans with accumulated benefit obligations in excess of
plan assets were $4.5 million, $4.1 million and zero, respectively, as of
December 31, 2004, and $4.6 million, $4.0 million and zero, respectively, as of
December 31, 2003.
Deferred
Compensation Plans
We
maintain a Deferred Compensation Plan that was approved by our shareholders that
allows eligible officers and key employees to defer a portion or all of their
compensation. A total of 6.0 million shares of common stock are authorized under
this plan. Deferred amounts may be allocated to either an investment account or
a stock account. The investment account is similar to a cash account and bears
interest at the prime rate. In the stock account, quarterly deferred amounts and
a 10% matching amount are converted into stock units equal to the average
closing price of our common stock over a quarterly period. At the end of each
quarterly period, participants are eligible to elect to convert a portion of
their investment account into either the stock account, with no matching
contribution, or participants may utilize the investment account to purchase
discounted stock options. During 2004, 2003 and 2002, participants accumulated
7,130, 4,322 and 873 common stock units, respectively, into their stock
accounts. In 2004, 456 common stock units were distributed to participants in
the form of common shares. During 2004, 2003 and 2002, participants purchased
approximately 394,485, 194,089 and 6,740 discounted stock options, respectively,
under the plan. During 2004 and 2003, 16,728 and 34,239, respectively of those
options were exercised. The plan also allows the board of directors to make
other awards to employees. During 2004, the board of directors granted 187,500
restricted common stock units, which are subject to vesting requirements. In
2004, 2000 restricted common stock units reverted back to the plan as the units
were not vested upon employee termination. The deferred compensation is
distributable based upon predetermined dates as elected by the participants. As
of December 31, 2004, the deferred compensation, together with matching amounts
and accumulated interest, amounted to approximately $0.9 million,
and we had 5,149,728 shares available for future deferral under the plan. At
December 31, 2004, 57,133 common stock units were held under the terms of the
Deferred Compensation Plan as compensation for the chairman of the board of
directors.
Capital
Accumulation Plans
We have
an employees Capital Accumulation Plan, which is available to all U.S. salaried
and certain hourly employees after completion of two months of service.
Employees may contribute from 2% to 15% of their annual compensation to the
plan. We make a matching contribution of 25% of an employees contribution up
to, but not exceeding, 6% of the employees earnings. Our contribution was
approximately $0.1 million in 2004, 2003, and 2002.
We also
maintain an employees 401(k) plan, which is available to all hourly employees
at the Lucky Friday unit after completion of six months of service. Employees
may contribute from 2% to 15% of their compensation to the plan. We make a
matching contribution of 25% of an employees contribution up to, but not
exceeding, 5% of the employees earnings. Our contribution was approximately
$29,000 in 2004, $21,000 in 2003, and $19,000 in 2002.
Note
10: Shareholders Equity
Common
Stock
We are
authorized to issue 200,000,000 shares of common stock, $0.25 par value per
share, of which 118,342,587 shares of common stock were outstanding as of
December 31, 2004. All of our currently outstanding shares of common stock are
listed on the New York Stock Exchange under the symbol HL.
Subject
to the rights of the holders of any outstanding shares of preferred stock, each
share of common stock is entitled to: (i) one vote on all matters presented to
the stockholders, with no cumulative voting rights; (ii) receive such dividends
as may be declared by the board of directors out of funds legally available
therefore; and (iii) in the event of our liquidation or dissolution, share
ratably in any distribution of our assets.
Common
Stock Offerings
In
January 2003, we completed an underwritten public offering of 23.0 million
shares of our common stock. The public offering also included 2.0 million shares
offered by the Hecla Mining Company Retirement Plan and the Lucky Friday Pension
Plan (the benefit plans). We received net proceeds from the offering totaling
approximately $91.2 million, to fund future exploration and development, working
capital requirements, capital expenditures, possible future acquisitions and for
other general corporate purposes. Our benefit plans realized net proceeds of
approximately $8.0 million from the sale of the 2.0 million shares included in
the public offering.
We also
filed a Registration Statement with the Securities and Exchange Commission
covering 1,394,883 shares of our common stock offered by the benefit plans and
2.0 million shares of our common stock issuable upon exercise of a warrant
issued to Great Basin. The Registration Statement became effective in January
2003. In November 2003, Great Basin exercised its warrant to purchase 2.0
million shares of our common stock, and we received proceeds of approximately
$7.5 million from the exercise.
During
2002, previously outstanding warrants to purchase 1,098,801 shares
were exercised, and proceeds of $1.8 million
were realized from the exercise of the warrants.
Rights
Each
share of our common stock is accompanied by a Series A junior participating
preferred stock purchase right (a Right) that trades with the share of common
stock. Upon the terms and subject to the conditions of our Rights Agreement
dated as of May 10, 1996 (the Rights Agreement), a holder of a Right is
entitled to purchase one one-hundredth of a share of Series A preferred stock at
an exercise price of $50, subject to adjustment in several circumstances,
including upon a merger. The Rights are currently represented by the
certificates for our common stock and are not transferable apart there from.
Transferable rights certificates will be issued at the earlier of (i) the 10th
day after the public announcement that any person or group has acquired
beneficial ownership of 15% or more of our common stock (an Acquiring Person)
or (ii) the 10th day after a person commences, or announces an intention to
commence, a tender or exchange offer the consummation of which would result in
any person or group becoming an Acquiring Person. The 15% threshold for becoming
an Acquiring Person may be reduced by the board of directors to not less than
10% prior to any such acquisition.
All the
outstanding Rights may be redeemed by us for $0.01 per Right prior to such time
that any person or group becomes an Acquiring Person. Under certain
circumstances, the board of directors may decide to exchange each Right (except
Rights held by an Acquiring Person) for one share of common stock. The Rights
will expire on May 19, 2006, unless earlier redeemed.
A Right
is currently attached to each issued and outstanding share of common stock. As
long as the Rights are attached to and evidenced by the certificates
representing our common stock, we will continue to issue one Right with each
share of common stock that shall become outstanding.
Preferred
Stock
Our
Charter authorizes us to issue 5,000,000 shares of preferred stock (Series A and
B), par value $0.25 per share. The preferred stock is issuable in series with
such voting rights, if any, designations, powers, preferences and other rights
and such qualifications, limitations and restrictions as may be determined by
our board of directors or a duly authorized committee thereof, without
stockholder approval. The board may fix the number of shares constituting each
series and increase or decrease the number of shares of any series. As of
December 31, 2004, there were 157,816 shares of Series B Cumulative Convertible
Preferred Stock outstanding. All of the shares of our Series B Preferred Stock
are listed on the New York Stock Exchange under the symbol HLPRB.
Ranking
The
Series B preferred stock ranks senior to our common stock and any shares of
Series A Preferred Shares issued pursuant to the Rights (as defined above) with
respect to payment of dividends and amounts upon liquidation, dissolution or
winding up.
While any
shares of Series B preferred stock are outstanding, we may not authorize the
creation or issue of any class or series of stock that ranks senior to the
Series B preferred stock as to dividends or upon liquidation, dissolution or
winding up without the consent of the holders of 66⅔% of the outstanding shares
of Series B preferred stock and any other series of preferred stock ranking on a
parity with the Series B preferred stock as to dividends and upon liquidation,
dissolution or winding up (a Parity Stock), voting as a single class without
regard to series.
Dividends
Series B
preferred stockholders are entitled to receive, when, as and if declared by the
board of directors out of our assets legally available therefore, cumulative
cash dividends at the rate per annum of $3.50 per share of Series B preferred
stock. Dividends on the Series B preferred stock are payable quarterly in
arrears on October 1, January 1, April 1 and July 1 of each year (and, in the
case of any undeclared and unpaid dividends, at such additional times and for
such interim periods, if any, as determined by the board of directors), at such
annual rate. Dividends are cumulative from the date of the original issuance of
the Series B preferred stock, whether or not in any dividend period or periods
we have assets legally available for the payment of such dividends.
Accumulations of dividends on shares of Series B preferred stock do not bear
interest.
Redemption
The
Series B preferred stock is redeemable at our option, in whole or in part, at
$50 per share, plus, in each case, all dividends undeclared and unpaid on the
Series B preferred stock ($14.875 per share at January 3, 2005) up to the date
fixed for redemption, upon giving notice as provided below.
Liquidation
Preference
The
Series B preferred stockholders are entitled to receive, in the event that we
are liquidated, dissolved or wound up, whether voluntary or involuntary, $50 per
share of Series B preferred stock plus an amount per share equal to all
dividends undeclared and unpaid thereon to the date of final distribution to
such holders (the Liquidation Preference), and no more. Until the Series B
preferred stockholders have been paid the Liquidation Preference in full, no
payment will be made to any holder of Junior Stock upon our liquidation,
dissolution or winding up. The term Junior Stock means our common stock and
any other class of our capital stock issued and outstanding that ranks junior as
to the payment of dividends or amounts payable upon liquidation, dissolution and
winding up to the Series B preferred stock. As of December 31, 2004, our
preferred stock had a liquidation preference of $7.9 million, plus dividends in
arrears of approximately $2.3 million.
Voting
Rights
Except as
indicated below, or except as otherwise from time to time required by applicable
law, the Series B preferred stockholders have no voting rights and their consent
is not required for taking any corporate action. When and if the Series B
preferred stockholders are entitled to vote, each holder will be entitled to one
vote per share.
Because
we had not declared and paid six quarterly dividends on the Series B preferred
stock, the Series B preferred stockholders, voting as a single class, elected
two additional directors to the board to serve for three-year terms at our
annual meeting on May 10, 2002. The Series B preferred stockholders will have
the right to elect two directors (never to total more than two) at subsequent
annual meetings at which the three-year terms expire if any cumulative dividends
then remain unpaid.
Conversion
Rights
Each
share of Series B preferred stock is convertible, in whole or in part at the
option of the holders thereof, into shares of common stock at a conversion price
of $15.55 per share of common stock (equivalent to a conversion rate of 3.2154
shares of common stock for each share of Series B preferred stock). The right to
convert shares of Series B preferred stock called for redemption will terminate
at the close of business on the day preceding a redemption date (unless we
default in payment of the redemption price).
During
the years ended December 31, 2004, 2003, and 2002, we entered into various
agreements to acquire Series B preferred stock in exchange for newly issued
shares of common stock as follows:
|
|
Year
Ended December 31, |
|
|
|
2004 |
|
2003 |
|
2002 |
|
Number
of shares of Series B preferred stock exchanged for shares of common
stock |
|
|
306,961 |
|
|
288,625 |
|
|
1,546,598 |
|
Number
of shares of common stock issued |
|
|
2,436,098 |
|
|
2,183,719 |
|
|
10,826,186 |
|
Non-cash
preferred stock dividend incurred in exchange (millions of dollars)
(1) |
|
$ |
10.9 |
|
$ |
9.6 |
|
$ |
17.6 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) The
non-cash dividend represents the difference between the value of the common
stock issued in the exchange offer and the value of the shares that were
issuable under the stated conversion terms of the Series B preferred stock. The
non-cash dividend had no impact on our total shareholders equity as the offset
was an increase in common stock and surplus.
Stock
Based Plans
At
December 31, 2004, 2003 and 2002 executives, key employees and directors had
been granted options to purchase our common shares or were credited with common
shares under the stock based plans described below.
The fair
value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions:
|
|
2004 |
|
2003 |
|
2002 |
|
Expected
dividend yield |
|
|
0.00 |
% |
|
0.00 |
% |
|
0.00 |
% |
Expected
stock price volatility |
|
|
70.86 |
% |
|
77.38 |
% |
|
78.89 |
% |
Risk-free
interest rate |
|
|
2.59 |
% |
|
1.90 |
% |
|
2.09 |
% |
Expected
life of options |
|
|
2.8
years |
|
|
3.2
years |
|
|
3.0
years |
|
|
|
|
|
|
|
|
|
|
|
|
The
weighted average fair value of options granted in 2004, 2003 and 2002 was
$2.49, $1.93
and $1.38, respectively.
With
respect to our executive officers and certain key employees, we use three
stock-based compensation plans, which are intended to aid us in attracting,
retaining and motivating our officers and key employees, and are intended to
provide us with the ability to provide incentives more directly linked to the
profitability of our business and increases in stockholder value. These plans
provide for the grant of options to purchase shares of our common stock and the
issuance of restricted shares of our common stock, among other things.
We
adopted a nonstatutory stock option plan in 1987. A total of 15,000 stock
options remained outstanding under this plan as of December 31, 2004. During
2004, 2003 and 2002, respectively, 50,500, zero and 46,000 options to acquire
shares expired under the 1987 plan. The ability to grant further options under
the plan expired in 1997.
Our 1995
Stock Incentive Plan, as amended in 2004, authorizes the issuance of up to 11
million shares of our common stock pursuant to the grant or exercise of awards
under the plan. The board committee that administers the 1995 plan has broad
authority to fix the terms and conditions of individual agreements with
participants, including the duration of the award and any vesting requirements.
The 1995 plan will terminate 15 years after the effective date of the
plan.
During
2004, 2003 and 2002, respectively, options to acquire 752,000,
1,186,000 and 1,095,000 shares were granted to our officers and key
employees. The
2002 options were granted with vesting requirements, however all of such options
are currently available for exercise. The 2003 options were granted without
vesting requirements and 702,000 of the 752,000 options granted in 2004 did not
include vesting requirements. The remaining 50,000 options granted in 2004 have
vesting requirements that call for 25,000 options to vest on September 1, 2005
and 25,000 options on September 1, 2006. Vesting on these options will be
accelerated if the stock price closes above $9.00 per share for a period of ten
consecutive days. During 2004, 2003 and 2002, respectively, 1,500, 1,334, and
4,000 options to acquire shares expired under the 1995 plan, and such options
became available for re-grant under the 1995 plan.
In 2003
and 2002, 186,055 and 431,277 shares, respectively, of our common stock were
issued under the 1995 plan to key personnel as payment for incentive
compensation earned during the previous year. No shares were issued in 2004 for
incentive compensation.
At
December 31, 2004, there were
5,071,360 shares
available for future grant under the 1995 plan, and at December 31, 2003, there
were 821,860 shares available for future grant.
In 1995,
we adopted the Hecla Mining Company Stock Plan for Nonemployee Directors (the
Directors Stock Plan), which may be terminated by our board of directors at
any time. Each nonemployee director is to be credited on May 30 of each year
that number of shares determined by dividing $10,000 by the average closing
price for our common stock on the New York Stock Exchange for the prior calendar
year. All credited shares are held in trust for the benefit of each director
until delivered to the director. Delivery of the shares from the trust occurs
upon the earliest of: (1) death or disability; (2) retirement; (3) a cessation
of the directors service for any other reason; or (4) a change in control. The
shares of our common stock credited to nonemployee directors pursuant to the
Directors Stock Plan may not be sold until at least six months following the
date they are delivered.
A maximum
of one million shares of common stock may be granted pursuant to the Directors
Stock Plan. During 2004, 2003 and 2002, respectively, 13,650,
18,780, and 72,681 shares were credited to the nonemployee directors. During
2004, 2003 and 2002, $88,000, $78,000, and $70,000, respectively, were charged
to operations associated with the Directors Stock Plan. At December 31, 2004,
there were 843,946 shares
available for grant in the future under the plan.
Transactions
concerning stock options pursuant to all of the above-described stock option
plans are summarized as follows:
|
|
|
|
Weighted
Average |
|
|
|
Shares |
|
Exercise
Price |
|
|
|
|
|
|
|
Outstanding,
December 31, 2001 |
|
|
2,391,000 |
|
$ |
3.89 |
|
|
|
|
|
|
|
|
|
Year
ended December 31, 2002 |
|
|
|
|
|
|
|
Granted |
|
|
1,095,000 |
|
$ |
3.25 |
|
Exercised |
|
|
(634,330 |
) |
$ |
1.85 |
|
Expired |
|
|
(50,000 |
) |
$ |
9.75 |
|
|
|
|
|
|
|
|
|
Outstanding,
December 31, 2002 |
|
|
2,801,670 |
|
$ |
3.99 |
|
|
|
|
|
|
|
|
|
Year
ended December 31, 2003 |
|
|
|
|
|
|
|
Granted |
|
|
1,186,000 |
|
$ |
4.95 |
|
Exercised |
|
|
(1,933,434 |
) |
$ |
3.43 |
|
Expired |
|
|
(1,334 |
) |
$ |
3.23 |
|
|
|
|
|
|
|
|
|
Outstanding,
December 31, 2003 |
|
|
2,052,902 |
|
$ |
5.08 |
|
|
|
|
|
|
|
|
|
Year
ended December 31, 2004 |
|
|
|
|
|
|
|
Granted |
|
|
752,000 |
|
$ |
5.99 |
|
Exercised |
|
|
(340,234 |
) |
$ |
4.34 |
|
Expired |
|
|
(52,000 |
) |
$ |
9.58 |
|
|
|
|
|
|
|
|
|
Outstanding,
December 31, 2004 |
|
|
2,412,668 |
|
$ |
5.37 |
|
|
|
|
|
|
|
|
|
The
following table displays exercisable stock options and the weighted average
exercise price of the exercisable options as of December 31, 2004, 2003 and
2002:
|
|
2004 |
|
2003 |
|
2002 |
|
Exercisable
options |
|
|
2,362,668 |
|
|
2,052,902 |
|
|
2,467,714 |
|
Weighted
average exercise price |
|
$ |
5.35 |
|
$ |
5.08 |
|
$ |
4.09 |
|
The
following table presents information about the stock options outstanding as of
December 31, 2004:
|
|
|
|
|
|
Weighted
Average |
|
|
|
|
|
Range
of |
|
Exercise |
|
Remaining |
|
|
|
Shares |
|
Exercise
Price |
|
Price |
|
Life
(years) |
|
|
|
|
|
|
|
|
|
|
|
Exercisable
options |
|
|
159,000 |
|
$ |
1.13
- $1.31 |
|
$ |
1.13 |
|
|
1.6 |
|
Exercisable
options |
|
|
189,168 |
|
$ |
2.88
- $3.23 |
|
$ |
3.23 |
|
|
0.5 |
|
Exercisable
options |
|
|
438,000 |
|
$ |
4.10
- $5.19 |
|
$ |
4.48 |
|
|
2.6 |
|
Exercisable
options |
|
|
1,413,500 |
|
$ |
5.63
- $8.00 |
|
$ |
6.00 |
|
|
3.4 |
|
Exercisable
options |
|
|
163,000 |
|
$ |
8.63
- $9.34 |
|
$ |
8.69 |
|
|
0.9 |
|
Total
exercisable options |
|
|
2,362,668 |
|
$ |
1.13
- $9.34 |
|
$ |
5.36 |
|
|
2.8 |
|
Unexercisable
options |
|
|
50,000 |
|
$ |
5.99 |
|
$ |
5.99 |
|
|
4.5 |
|
Total
all options |
|
|
2,412,668 |
|
$ |
1.13
- $9.34 |
|
$ |
5.37 |
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above
stock option information excludes stock options purchased under the 2002
Deferred Compensation Plan discussed in more detail in Note 9 to the
Consolidated Financial Statements.
For the
years ended December 31, 2003 and 2002, approximately $1.0
million, and $0.7 million, respectively, were recognized for tax offset bonus
expenditures and accruals on employee stock option plans. In 2004, the Company
recognized a credit of $0.4 million for tax offset bonus and accruals under the
employee stock option plans. In 2004, the Companys Board of Directors approved
an extension of one year on the term of 385,000 stock options, and the Company
recognized expense of $0.4 million associated with this modification in
terms.
Note
11: Derivative Instruments
At times,
we use commodity forward sales commitments, commodity swap contracts and
commodity put and call option contracts to manage our exposure to fluctuation in
the prices of certain metals which we produce. Contract positions are designed
to ensure that we will receive a defined minimum price for certain quantities of
our production. We use these instruments to reduce risk by offsetting market
exposures. We are exposed to certain losses, generally the amount by which the
contract price exceeds the spot price of a commodity, in the event of
nonperformance by the counterparties to these agreements. The instruments held
by us are not leveraged and are held for purposes other than
trading.
We
formally document all relationships between hedge derivative instruments and the
items they are hedging, as well as the risk-management goals and strategy for
entering into hedge transactions.
For these
documented relationships, we formally assess, both at the start of the hedge and
on an ongoing basis, whether the derivatives used in hedging transactions are
highly effective in offsetting changes in the fair value or cash flows of hedged
items, and whether those derivatives are expected to remain highly effective in
the future. The ineffective portion of the hedge is reclassed from other
comprehensive income (OCI) to earnings in each reporting period.
In
accordance with our risk management policy, in July 2004 we entered into forward
sales contracts for 7,425 metric tons of lead to hedge lead produced at the
Lucky Friday unit to protect against the risk that its market price may decline
and decrease our future cash flows. The contracts represent approximately 38% of
our lead production for the contract period, from August 2004 to June 2005.
These contracts are required to be accounted for as derivatives under SFAS No.
133. As such, we have designated these contracts as cash flow hedges. Decreases
in cash flow from the sale of lead will be highly correlated against increases
in cash flows from the forward contract.
Derivative
instruments outstanding as of December 31, 2004
|
|
Maturity
Date |
|
|
|
2005 |
|
|
|
|
|
Lead
contract (metric tons) |
|
|
4,050 |
|
Future
price (per tonne) |
|
$ |
782.40 |
|
Contract
amount (in thousands) |
|
$ |
3,169 |
|
Estimated
fair value (in thousands) |
|
$ |
(904)
|
(a) |
Estimated
% of annual lead production |
|
|
|
|
Committed
to contracts |
|
|
19 |
% |
|
(a) |
The
estimated fair value is determined based on information as of December 31,
2004 provided by our counterparties and represents an approximation of the
amount we would have to pay the counterparties to close out the positions
at December 31, 2004. |
Change in
gains (losses) accumulated in OCI for cash flow hedge contracts (in
thousands)
At January 1, 2004 |
|
$ |
-
- |
|
Change in fair value |
|
|
(1,208 |
) |
Hedge losses transferred to earnings |
|
|
310
|
(a) |
Hedge ineffectiveness transferred to
earnings |
|
|
135 |
(b) |
At December 31, 2004 |
|
$ |
(763 |
) |
(a) |
Included
as sales on the consolidated statement of
operations. |
(b) |
Included
as sales on the consolidated statement of operations. A portion of our
smelter treatment charge is linked to the lead price. As the lead price
increases our treatment charge also increases, thus creating the hedge to
be less than 100% effective. Inception to date, our lead hedges have been
approximately 82% effective. The ineffective portion of the hedge has been
reclassed to sales in each reporting
period. |
As all of
the contracts expire on a monthly basis through June 2005, the balance of the
OCI will be transferred to earnings in 2005. Based on the fair value of cash
flow hedge contracts at December 31, 2004, the amount that will be transferred
from OCI to earnings in 2005 is expected to be $763,000. During each reporting
period before June 2005, the ineffective portion of the hedge will be reclassed
to sales.
At
December 31, 2003, in connection with a credit agreement used to provide project
financing at the La Camorra mine, we were required to maintain hedged gold
positions sufficient to cover all dollar loans, operating expenditures, taxes,
royalties and similar fees projected for the project. At December 31, 2003,
there were 48,928 ounces of gold sold forward. The forward sales agreement
assumed the ounces of gold committed to forward sales at the end of each quarter
thereafter can be leased at a rate of 1.5% for each following quarter. We
maintain a Gold Lease Rate Swap at a fixed rate of 1.5% on the outstanding
notional volume of the flat forward sales, with settlement being made quarterly
with us receiving the fixed rate and paying the current floating gold lease
rate. At December 31, 2003, the accumulated fair value loss of the Gold Lease
Rate Swap contract was approximately $21,000 which was reported as OCI. This
amount was recognized as Sales during the year end December 31, 2004 when the
Gold Lease Rate Swaps expired.
Note
12: Business Segments
We are
organized and managed into three segments which represent the geographical areas
in which we operate, Venezuela (the La Camorra unit), Mexico (the San Sebastian
unit) and the United States (the Greens Creek unit and the Lucky Friday unit).
Prior to 2003, we were organized into the silver segment, the gold segment and
industrial minerals segment, the majority of which was sold during 2001 and
reported as a discontinued operation. We have changed our reportable segments to
better reflect the economic characteristics of our operating properties and have
restated the corresponding information for all periods presented. For
information regarding our former industrial minerals segment, see Note 17 -
Discontinued Operations. General corporate activities not associated with
operating units, as well as idle properties, are presented as Other. Interest
expense, interest income and income taxes are considered a general corporate
expense and are not allocated to segments.
Sales of
metal concentrates and metal products are made principally to custom smelters
and metals traders. The percentage of sales contributed by each segment is
reflected in the following table:
|
|
Year
Ended December 31, |
|
Segment |
|
2004 |
|
2003 |
|
2002 |
|
United
States |
|
|
40.3 |
% |
|
35.9 |
% |
|
31.1 |
% |
Venezuela |
|
|
36.6 |
% |
|
33.7 |
% |
|
46.6 |
% |
Mexico |
|
|
23.1 |
% |
|
30.0 |
% |
|
22.3 |
% |
Other |
|
|
-
- |
|
|
0.4 |
% |
|
-
- |
|
The
tables below present information about reportable segments as of and for the
years ended December 31 (in thousands). Information related to the statement of
operations data relates to continuing operations only.
|
|
2004 |
|
2003 |
|
2002 |
|
Net
sales to unaffiliated customers: |
|
|
|
|
|
|
|
United
States |
|
$ |
52,713 |
|
$ |
41,685 |
|
$ |
32,873 |
|
Venezuela |
|
|
47,884 |
|
|
39,192 |
|
|
49,296 |
|
Mexico |
|
|
30,229 |
|
|
34,956 |
|
|
23,531 |
|
Other |
|
|
-
- |
|
|
520 |
|
|
-
- |
|
|
|
$ |
130,826 |
|
$ |
116,353 |
|
$ |
105,700 |
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from operations: |
|
|
|
|
|
|
|
|
|
|
United
States |
|
$ |
12,730 |
|
$ |
4,323 |
|
$ |
(1,476 |
) |
Venezuela |
|
|
6,718 |
|
|
10,344 |
|
|
15,181 |
|
Mexico |
|
|
3,557 |
|
|
11,906 |
|
|
5,954 |
|
Other |
|
|
(27,771 |
) |
|
(33,627 |
) |
|
(10,318 |
) |
|
|
$ |
(4,766 |
) |
$ |
(7,054 |
) |
$ |
9,341 |
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures (including non-cash
additions): |
|
|
|
|
|
|
|
|
|
|
United
States |
|
$ |
8,610 |
|
$ |
1,887 |
|
$ |
2,856 |
|
Venezuela |
|
|
31,848 |
|
|
13,879 |
|
|
8,564 |
|
Mexico |
|
|
984 |
|
|
3,863 |
|
|
1,834 |
|
Other |
|
|
354 |
|
|
1,156 |
|
|
1,997 |
|
|
|
$ |
41,796 |
|
$ |
20,785 |
|
$ |
15,251 |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation,
depletion and amortization: |
|
|
|
|
|
|
|
|
|
|
United
States |
|
$ |
6,454 |
|
$ |
7,986 |
|
$ |
8,342 |
|
Venezuela |
|
|
11,439 |
|
|
8,538 |
|
|
11,273 |
|
Mexico |
|
|
3,659 |
|
|
3,597 |
|
|
2,921 |
|
Other |
|
|
326 |
|
|
341 |
|
|
116 |
|
|
|
$ |
21,878 |
|
$ |
20,462 |
|
$ |
22,652 |
|
|
|
|
|
|
|
|
|
|
|
|
Other
significant non-cash items: |
|
|
|
|
|
|
|
|
|
|
United
States |
|
$ |
192 |
|
$ |
217 |
|
$ |
714 |
|
Venezuela |
|
|
43 |
|
|
(475 |
) |
|
2,638 |
|
Mexico |
|
|
223 |
|
|
165 |
|
|
403 |
|
Other |
|
|
9,813 |
|
|
23,120 |
|
|
2,213 |
|
|
|
$ |
10,271 |
|
$ |
23,027 |
|
$ |
5,968 |
|
|
|
2004 |
|
2003 |
|
2002 |
|
Identifiable
assets: |
|
|
|
|
|
|
|
United
States |
|
$ |
77,692 |
|
$ |
71,539 |
|
$ |
68,954 |
|
Venezuela |
|
|
80,198 |
|
|
47,538 |
|
|
40,004 |
|
Mexico |
|
|
23,362 |
|
|
17,837 |
|
|
13,568 |
|
Discontinued
operations |
|
|
-
- |
|
|
-
- |
|
|
686 |
|
Other |
|
|
98,196 |
|
|
141,281 |
|
|
36,929 |
|
|
|
$ |
279,448 |
|
$ |
278,195 |
|
$ |
160,141 |
|
|
|
|
|
|
|
|
|
|
|
|
The
following is sales information for continuing operations by geographic area,
based on the location of concentrate shipments and location of parent company
for sales to metal traders, for the years ended December 31 (in
thousands):
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
United
States |
|
$ |
3,474 |
|
$ |
13,698 |
|
$ |
7,779 |
|
Canada |
|
|
46,174 |
|
|
21,698 |
|
|
13,276 |
|
Mexico |
|
|
9,193 |
|
|
14,468 |
|
|
22,929 |
|
United
Kingdom |
|
|
40,825 |
|
|
16,970 |
|
|
28,070 |
|
Japan |
|
|
17,069 |
|
|
34,500 |
|
|
24,090 |
|
Korea |
|
|
12,164 |
|
|
8,407 |
|
|
5,456 |
|
Other
foreign |
|
|
1,927 |
|
|
6,612 |
|
|
4,100 |
|
|
|
$ |
130,826 |
|
$ |
116,353 |
|
$ |
105,700 |
|
|
|
|
|
|
|
|
|
|
|
|
The
following are our long-lived assets for continuing operations by geographic area
as of December 31 (in thousands):
|
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
United
States |
|
$ |
59,365 |
|
$ |
57,443 |
|
$ |
61,281 |
|
Venezuela |
|
|
48,773 |
|
|
28,811 |
|
|
23,000 |
|
Mexico |
|
|
6,377 |
|
|
9,061 |
|
|
8,084 |
|
|
|
$ |
114,515 |
|
$ |
95,315 |
|
$ |
92,365 |
|
Sales to
significant metals customers as a percentage of total sales from continuing
operations were as follows for the years ended December 31:
|
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
|
Teck
Cominco Ltd. |
|
|
20.2 |
% |
|
21.1 |
% |
|
12.6 |
% |
Standard
Bank London |
|
|
19.4 |
% |
|
15.2 |
% |
|
24.8 |
% |
Scotia
Mocatta |
|
|
15.7 |
% |
|
1.4 |
% |
|
-
- |
% |
HSBC
Bank USA |
|
|
9.5 |
% |
|
9.0 |
% |
|
6.1 |
% |
Korea
Zinc |
|
|
8.0 |
% |
|
5.5 |
% |
|
4.0 |
% |
Mitsubishi
International Corp. |
|
|
7.5 |
% |
|
26.2 |
% |
|
19.9 |
% |
Met-Mex
Peñoles, S.A. de C.V. |
|
|
7.2 |
% |
|
13.7 |
% |
|
21.7 |
% |
Note
13: Fair Value of Financial Instruments
The
following estimated fair value amounts have been determined using available
market information and appropriate valuation methodologies. However,
considerable judgment is required to interpret market data and to develop the
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts we could realize in a current market
exchange.
The
following methods and assumptions were used to estimate the fair value of each
class of financial instruments for which it is practicable to estimate that
value. Potential income tax ramifications related to the realization of
unrealized gains and losses that would be incurred in an actual sale or
settlement have not been taken into consideration.
The
carrying amounts for cash and cash equivalents, accounts and notes receivable,
restricted cash and investments and current liabilities are a reasonable
estimate of their fair values. Fair value for equity securities investments is
determined by quoted market prices as recognized in the financial statements.
Fair value of forward contracts are supplied by our counterparties and reflect
the difference between the contract prices and forward prices available on the
date of valuation. The discount rate is estimated using the rates currently
offered for debt with similar remaining maturities.
The
estimated fair values of other financial instruments are as follows (in
thousands):
|
|
December
31, |
|
|
|
2004 |
|
2003 |
|
|
|
Carrying |
|
Fair |
|
Carrying |
|
Fair |
|
|
|
Amounts |
|
Value |
|
Amounts |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
Financial
assets (liabilities): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term
investments |
|
$ |
28,178 |
|
$ |
28,178 |
|
$ |
18,003 |
|
$ |
18,003 |
|
Investments |
|
$ |
19,789 |
|
$ |
19,789 |
|
$ |
722 |
|
$ |
722 |
|
Gold
lease rate swap |
|
$ |
-
- |
|
$ |
-
- |
|
$ |
169 |
|
$ |
169 |
|
Long-term
debt |
|
$ |
-
- |
|
$ |
-
- |
|
$ |
(4,673 |
) |
$ |
(4,673
|
) |
Gold
forward sales contracts |
|
$ |
-
- |
|
$ |
-
- |
|
$ |
-
- |
|
$ |
(6,300
|
) |
Lead
forward sales contracts |
|
$ |
(897 |
) |
$ |
(897 |
) |
$ |
-
- |
|
$ |
-
- |
|
Note
14: Income (Loss) per Common Share
The
following table presents a reconciliation of the numerators and denominators
used in the basic and diluted income (loss) per common share computations. Also
shown is the effect that has been given to cumulative preferred dividends in
arriving at the losses applicable to common shareholders in computing basic and
diluted loss per common share (dollars and shares in thousands, except per share
amounts). Non-cash dividends of approximately $10.9 million in 2004, $9.6
million in 2003, and $17.6 million in 2002, were included in the amounts related
to completed preferred stock exchange offerings. For additional information
relating to the exchange offerings, see Note 10 of Notes to Consolidated
Financial Statements.
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Income
(loss) before cumulative effect of change in |
|
|
|
|
|
|
|
|
|
|
accounting
principle and preferred stock dividends |
|
$ |
(6,134 |
) |
$ |
(7,088 |
) |
$ |
8,639 |
|
|
|
|
|
|
|
|
|
|
|
|
Add:
Cumulative effect of change in accounting
principle |
|
|
-
- |
|
|
1,072 |
|
|
-
- |
|
Less:
Preferred stock dividends |
|
|
(11,602 |
) |
|
(12,154 |
) |
|
(23,253 |
) |
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss applicable to common
Shareholders |
|
$ |
(17,736 |
) |
$ |
(18,170 |
) |
$ |
(14,614 |
) |
|
|
|
|
|
|
|
|
|
|
|
Basic
and dilutive weighted average shares |
|
|
118,048 |
|
|
110,610 |
|
|
80,250 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per common share |
|
$ |
(0.15 |
) |
$ |
(0.16 |
) |
$ |
(0.18 |
) |
These
calculations of diluted losses per share exclude the effects of convertible
preferred stock ($7.9 million in 2004, $23.2
million in 2003
and $37.7 million in 2002), restricted stock units, as well as common stock
issuable upon the exercise of various stock options and warrants, as their
conversion and exercise would be antidilutive, as follows:
|
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
1995
Stock Incentive Plan |
|
|
|
|
|
|
|
|
|
|
Stock
options |
|
|
2,412,668 |
|
|
2,052,902 |
|
|
2,801,670 |
|
2002
Key Employee Deferred Compensation Plan |
|
|
|
|
|
|
|
|
|
|
Stock
options |
|
|
544,347 |
|
|
202,218 |
|
|
7,613 |
|
Restricted
Stock Units |
|
|
185,500 |
|
|
-
- |
|
|
-
- |
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
-- |
|
|
-
- |
|
|
2,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Note
15: Other Comprehensive Income (Loss)
Due to
the availability of U.S. net operating losses and related deferred tax valuation
allowances, there is no tax effect associated with any component of other
comprehensive income (loss). The following table lists the beginning balance,
yearly activity and ending balance of each component of accumulated other
comprehensive income (loss) (in thousands):
|
|
|
|
|
|
|
|
Total |
|
|
|
Unrealized |
|
Minimum |
|
|
|
Accumulated |
|
|
|
Gains |
|
Pension |
|
Change
in |
|
Other |
|
|
|
(Losses) |
|
Liability |
|
Derivative |
|
Comprehensive |
|
|
|
On
Securities |
|
Adjustment |
|
Contracts |
|
Income
(Loss) |
|
|
|
|
|
|
|
|
|
|
|
Balance
January 1, 2002 |
|
|
14 |
|
|
-
- |
|
|
159 |
|
|
173 |
|
2002
change |
|
|
9 |
|
|
-
- |
|
|
(218 |
) |
|
(209 |
) |
Balance
December 31, 2002 |
|
|
23 |
|
|
-
- |
|
|
(59 |
) |
|
(36 |
) |
2003
change |
|
|
647 |
|
|
(1,400 |
) |
|
36 |
|
|
(717 |
) |
Balance
December 31, 2003 |
|
|
670 |
|
|
(1,400 |
) |
|
(23 |
) |
|
(753 |
) |
2004
change |
|
|
2,481 |
|
|
32 |
|
|
(740 |
) |
|
1,773 |
|
Balance
December 31, 2004 |
|
$ |
3,151 |
|
$ |
(1,368 |
) |
$ |
(763 |
) |
$ |
1,020 |
|
Note
16: Investment in Greens Creek Joint Venture
We hold a
29.73% interest in the Greens Creek unit through a joint-venture arrangement. We
record our portion of the assets and liabilities of the Greens Creek unit
pursuant to the proportionate consolidation method whereby 29.73% of the assets
and liabilities of the Greens Creek unit are included in our consolidated
financial statements. The following summarized balance sheets as of December 31,
2004 and 2003, and the related summarized statement of operations for the years
ended December 31, 2004, 2003 and 2002, are derived from the audited financial
statements of the Greens Creek Joint Venture. The financial information below is
presented on a 100% basis (in thousands).
Balance
Sheet |
|
2004 |
|
2003 |
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
Current
assets |
|
$ |
31,996 |
|
$ |
46,715 |
|
Properties,
plants and equipment, net |
|
|
122,955 |
|
|
134,383 |
|
Securities
held for reclamation fund |
|
|
26,499 |
|
|
-
- |
|
|
|
|
|
|
|
|
|
Total
assets |
|
$ |
181,450 |
|
$ |
181,098 |
|
|
|
|
|
|
|
|
|
Liabilities
and equity: |
|
|
|
|
|
|
|
Liabilities |
|
$ |
29,495 |
|
$ |
27,150 |
|
Equity |
|
|
151,955 |
|
|
153,948 |
|
|
|
|
|
|
|
|
|
Total
liabilities and equity |
|
$ |
181,450 |
|
$ |
181,098 |
|
Summary
of Operations |
|
2004 |
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
Net
revenue |
|
$ |
123,751 |
|
$ |
105,259 |
|
$ |
85,190 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income |
|
$ |
29,558 |
|
$ |
17,406 |
|
$ |
5,274 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
income |
|
$ |
30,007 |
|
$ |
15,130 |
|
$ |
5,437 |
|
The
Greens Creek unit is operated through a joint-venture arrangement, and we own an
undivided 29.73% interest in the assets of the venture. The remaining 70.27%
owners are wholly owned subsidiaries of Kennecott Minerals. Under the
joint-venture agreement, the joint participants, including us, are entitled to
indemnification from the other participants and are severally liable only for
the liabilities of the participants in proportion to their interest therein. If
a participant defaults on its obligations under the terms of the joint venture,
we could incur losses in excess of our pro-rata share of the joint venture. In
the event any participant so defaults, the agreement provides certain rights and
remedies to the remaining participants. These include the right to force a
dilution of the percentage interest of the defaulting participant and the right
to utilize the proceeds from the sale of the defaulting partys share of
products, or its joint-venture interest in the properties, to satisfy the
obligations of the defaulting participant. Based on the information available to
us, we have no reason to believe that our joint-venture participants with
respect to the Greens Creek unit will be unable to meet their financial
obligations under the terms of the agreement.
Note
17: Discontinued Operations
In 2000,
our board of directors made the decision to sell the industrial minerals segment
to provide cash to retire debt and to provide working capital. In 2000 and 2001,
we completed sales of the majority and most significant components of our
industrial minerals segment. In 2002,
we completed a sale of the pet operations of the Colorado Aggregate division
(CAC) of MWCA, Inc. for approximately $1.6 million in cash. The sale
of the pet operations did not result in a gain or loss. At December 21, 2002,
the remaining net assets of the industrial minerals segment were reclassified
from net assets of discontinued operations to their respective categories of
inventory and accrued reclamation on our consolidated balance
sheet.
In March
2003, we sold the remaining inventories of the briquette division of CAC and no
longer produce or sell any product from our former industrial minerals segment.
The briquette division of CAC represented the remaining portion of our
industrial minerals segment, which reported a loss from operations of
approximately $84,000 for the year ended December 31, 2003. During 2004 and
2003, we did not record any gain or loss from discontinued operations compared
to a loss from discontinued operations of $2.2 million ($0.03 per common share)
for the year ended December 31, 2002. All activity associated with the former
industrial minerals segment for the year ended December 31, 2004 and 2003 is
considered a general corporate activity and is presented as other where
appropriate.
A summary
of operating results of discontinued operations for the year ended
December 31, 2002 is as follows (in thousands):
|
|
2002 |
|
|
|
|
|
Sales
of products |
|
$ |
4,221 |
|
|
|
|
|
|
Cost
of sales |
|
|
5,145 |
|
Depreciation,
depletion and amortization |
|
|
116 |
|
|
|
|
5,261 |
|
Gross
loss |
|
|
(1,040 |
) |
Loss
from operations |
|
|
(1,040 |
) |
|
|
|
|
|
Other
expense: |
|
|
|
|
Miscellaneous
expense |
|
|
(1,178 |
) |
Interest
expense |
|
|
(6 |
) |
|
|
|
(1,184 |
) |
|
|
|
|
|
Loss
from discontinued operations before income taxes
|
|
|
(2,224 |
) |
Income
tax provision |
|
|
-
- |
|
|
|
|
|
|
Loss
from discontinued operations |
|
$ |
(2,224 |
) |
|
|
|
|
|
Hecla Mining Company
and Wholly Owned Subsidiaries
Form 10-K
December 31, 2004
Index to Exhibits
|
3.1 |
|
Certificate of Incorporation of the Registrant as amended to date. Filed as exhibit 3.1 to
Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 and
incorporated herein by reference. |
|
3.2 |
|
By-Laws
of the Registrant as amended to date.* |
|
4.1(a) |
Certificate of Designations, Preferences and Rights of Series A Junior
Participating Preferred Stock of the Registrant. Filed as exhibit 4.1(d)(e) to
Registrants Quarterly Report on Form 10-Q for the quarter ended June 30,
1993 and incorporated herein by reference. |
|
4.1(b) |
Certificate of Designations, Preferences and Rights of Series B Cumulative
Convertible Preferred Stock of the Registrant. Filed as exhibit 4.5 to
Registrants Quarterly Report on Form 10-Q for the quarter ended June 30,
1993 and incorporated herein by reference. |
|
4.2 |
|
Rights Agreement dated as of May 10, 1996, between Hecla Mining Company and American Stock
Transfer & Trust Company, which includes the form of Rights Certificate of Designation
setting forth the terms of the Series A Junior Participating Preferred Stock of Hecla
Mining Company as Exhibit A and the summary of Rights to Purchase Preferred Shares as
Exhibit B. Filed as exhibit 4 to Registrants Current Report on Form 8-K dated May
10, 1996 and incorporated herein by reference. |
|
4.3 |
|
Stock Purchase Agreement dated as of August 27, 2001, between Hecla Mining Company and
Copper Mountain Trust. Filed as exhibit 4.3 to Registrants Registration Statement on
Form S-1 filed on October 7, 2002 (File No. 333-100395) and incorporated herein by
reference. |
|
4.4 |
|
Warrant Agreement dated August 2, 2002, between Hecla Mining Company and Great Basin Gold
Ltd. Filed as exhibit 4.4 to Registrants Registration Statement on Form S-1 filed on
October 7, 2002 (File No. 333-100395) and incorporated herein by reference. |
|
4.5 |
|
Registration Rights Agreement dated August 2, 2002, between Hecla Mining Company and Great
Basin Gold Ltd. Filed as exhibit 4.5 to Registrants Registration Statement on Form
S-1 filed on October 7, 2002 (File No. 333-100395) and incorporated herein by
reference. |
|
10.1 |
|
Employment
agreement dated November 6, 2001, between Hecla Mining Company and Phillips S. Baker, Jr.
(Registrant has substantially identical agreements with each of Messrs.
Thomas F. Fudge, Jr., Michael H.
Callahan, Ronald W. Clayton, Lewis E. Walde and Ms. Vicki Veltkamp. Such substantially
identical agreements are not included as separate exhibits.) Filed as exhibit 10.2
to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 and
incorporated by herein by reference. (1) |
|
10.2(a) |
|
1987
Nonstatutory Stock Option Plan of the Registrant. Filed as exhibit B to
Registrants Proxy Statement dated March 20, 1987 and incorporated
herein by reference. (1) |
|
10.2(b) |
|
Hecla
Mining Company 1995 Stock Incentive Plan, as amended. (1)* |
|
10.2(c) |
Hecla Mining Company Stock Plan for Nonemployee Directors, as amended. (1)* |
|
10.2(d) |
|
Hecla
Mining Company Key Employee Deferred Compensation Plan. Filed as exhibit
4.3 to Registrants Registration Statement on Form S-8 filed on July
24, 2002 (File No. 333-96995) and incorporated herein by reference. (1) |
|
10.2(e) |
|
Hecla
Mining Company form of Non-Qualified Stock Option Agreement (Under the Key
Employee Deferred Compensation Plan) entered into between Hecla Mining
Company and participants under the Key Employee Deferred Compensation
Plan. Filed as Exhibit 10.2(e) to Registrants Quarterly Report on Form
10-Q for the quarter ended September 30, 2004 and incorporated herein by
reference. (1) |
|
10.3(a) |
|
Hecla
Mining Company Retirement Plan for Employees and Supplemental Retirement
and Death Benefit Plan. Filed as exhibit 10.11(a) to Registrants
Annual Report on Form 10-K for the year ended December 31, 1985 and
incorporated herein by reference. (1) |
|
10.3(b) |
|
Supplemental
Excess Retirement Master Plan Documents. Filed as exhibit 10.5(b) to
Registrants Annual Report on Form 10-K for the year ended December 31,
1994 and incorporated herein by reference. (1) |
|
10.3(c) |
|
Hecla
Mining Company Nonqualified Plans Master Trust Agreement. Filed as exhibit
10.5(c) to Registrants Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference. (1) |
|
10.4 |
|
Form
of Indemnification Agreement dated December 14, 2004, between Hecla Mining Company and
Arthur Brown (Registrant has substantially identical agreements with each of Messrs.
David J. Christensen, John E.
Clute, Ted Crumley, Charles L. McAlpine, George R. Nethercutt, Jr. (dated February 25,
2005), Jorge E. Ordonez C., Anthony P. Taylor, Phillips S.
Baker, Jr., Thomas F. Fudge, Jr.,
Lewis E. Walde, Ian Atkinson, Ronald W. Clayton, Michael H. Callahan and Ms. Vicki
Veltkamp. Such substantially identical agreements are not
included as separate exhibits.)
(1)* |
|
10.5(a) |
|
Hecla
Mining Company Performance Pay Compensation Plan. (1) * |
|
10.5(b) |
|
Written
description of objectives for 2004 under the Hecla Mining Company
Performance Payment Plan. Filed as exhibit 10.6(b) to Registrants
Amendment No. 1 on Form 10-Q/A for the quarter ended March 31, 2004, filed
on March 16, 2005 and incorporated herein by reference. (1) |
|
10.5(c) |
|
Written
description of objectives for 2005 under the Hecla Mining Company
Performance Payment Plan. (1) * |
|
10.5(d) |
|
Written
description of the Hecla Mining Company Executive and Senior Management
Long-Term Performance Payment Plan. Filed as exhibit 10.7(b) to
Registrants Amendment No. 1 on Form 10-Q/A for the quarter ended
June 30, 2003, filed on March 15, 2005 and incorporated herein by
reference. (1) |
|
10.5(e) |
|
Written
description of objectives for the 2004-2006 plan period under the Hecla
Mining Company Executive and Senior Management Long-Term Performance
Payment Plan, which Plan was previously filed as exhibit 10.7(b) to
Registrants Amendment No. 1 on Form 10-Q/A for the quarter ended
June 30, 2003, filed on March 15, 2005. Filed as exhibit 10.6(c) to
Registrants Amendment No. 1 on Form 10-Q/A for the quarter ended
March 31, 2004, filed on March 16, 2005 and incorporated herein by
reference. (1) |
|
10.6(a) |
|
Amended
and Restated Golden Eagle Earn-in Agreement between Echo Bay Mines Ltd.
(successor in interest to Newmont Mining Corp./Santa Fe Pacific Gold
Corp.) and Hecla Mining Company dated September 6, 1996. Filed as exhibit
10.11(a) to Registrants Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 and incorporated herein by reference. |
|
10.6(b) |
|
Golden
Eagle Operating Agreement between Echo Bay Mines Ltd. (successor in
interest to Newmont Mining Corp./Santa Fe Pacific Gold Corp.) and Hecla
Mining Company dated September 6, 1996. Filed as exhibit 10.11(b) to
Registrants Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 and incorporated herein by reference. |
|
10.6(c) |
|
First
Amendment to the Amended and Restated Golden Eagle Earn-in Agreement
effective September 5, 2002, by and between Echo Bay Mines Ltd. and Hecla
Mining Company. Filed as exhibit 10.6(c) to Registrants Registration
Statement on Form S-1 filed on October 7, 2002 (File No. 333-100395) and
incorporated herein by reference. |
|
10.7 |
|
Restated
Mining Venture Agreement among Kennecott Greens Creek Mining Company, Hecla Mining
Company and CSX Alaska Mining Inc. dated May 6, 1994. Filed as exhibit 99.A to Registrants
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 and incorporated herein
by reference. |
|
10.8 |
|
Stock
Purchase Agreement dated February 27, 2001, between Hecla Mining Company and IMERYS USA,
Inc. Filed as exhibit 99 to Registrants Current Report on Form 8-K dated March 27,
2001 and incorporated herein by reference. |
|
10.9 |
|
Real
Estate Purchase and Sale Agreement between Hecla Mining Company and JDL Enterprises, LLC,
dated October 19, 2001. Filed as exhibit 10.21 to Registrants Annual Report on Form
10-K for the year ended December 31, 2001 and incorporated herein by reference. |
|
10.10 |
|
Earn-in
Agreement dated August 2, 2002, between Hecla Ventures Corp. and Rodeo Creek Gold Inc.
Filed as exhibit 10.19 to Registrant's Registration Statement on Form S-1 filed on
October 7, 2002 (File No. 333-100395) and incorporated herein by reference. |
|
10.11 |
|
Lease Agreement dated September 5, 2002 between Hecla Mining Company and CVG-Minerven.
Filed as exhibit 10.20 to Registrants Registration Statement on Form S-1 filed on
October 7, 2002 (File No. 333 100395) and incorporated herein by reference. |
|
10.12 |
|
Agreement
No. C-020 between Minera Hecla Venezolana, C.A. and Redpath Venezolana, C.A., dated
October 31, 2003, for the construction of the La Camorra mine production shaft
facility. Filed as exhibit 10.2 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and
incorporated herein by reference. |
|
11. |
|
Computation
of weighted average number of common shares outstanding.* |
|
21. |
|
List
of subsidiaries of the Registrant.* |
|
23.1 |
|
Consent
of PricewaterhouseCoopers LLP.* |
|
23.2 |
|
Consent
of BDO Seidman, LLP.* |
|
31.1 |
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
|
31.2 |
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
|
32.1 |
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
|
32.2 |
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
_________________
(1)
Indicates a management contract or compensatory plan or arrangement.
*
Filed herewith