UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

 

[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period endedSeptember 30, 2013 March 31, 2014

 

 

Commission file number

1-8491

 

HECLA MINING COMPANY

(Exact name of registrant as specified in its charter)

 

 

Delaware

77-0664171

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

6500 Mineral Drive, Suite 200

Coeur d'Alene, Idaho

83815-9408

(Address of principal executive offices)

(Zip Code)

    

208-769-4100

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesXX .    No    .

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YesXX .    No___.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large Accelerated Filer  XX.                                                                                         Accelerated Filer   .

Non-Accelerated Filer    .                                                                                         Smaller reporting company  .

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes    .    NoXX.

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Shares Outstanding November 1, 2013May 2, 2014

Common stock, par value

$0.25 per share

 

342,638,381343,128,915

 

 

 

 

Hecla Mining Company and Subsidiaries

 

Form 10-Q

 

For the Quarter EndedSeptember 30, 2013 March 31, 2014

 

INDEX*

 

Page

PART I - Financial Information

    

Item 1 – Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets - March 31, 2014 and December 31, 2013

3

    

Condensed Consolidated Balance Sheets - September 30, 2013 and December 31, 2012

3

Condensed Consolidated Statements of Operations and Comprehensive Income - Three Months Ended March 31, 2014 and Nine Months Ended – September 30, 2013 and 2012

4

Condensed Consolidated Statements of Cash Flows - NineThree Months Ended September 30,March 31, 2014 and 2013 and 2012

5

Notes to Condensed Consolidated Financial Statements (Unaudited)

6

Item 2. Management's Discussion and Analysis ofFinancial Condition and Results of Operations

30

Item 3. Quantitative and Qualitative Disclosures About Market Risk

53

45

Item 4. Controls and Procedures

5447

PART II - Other Information

Item 1 – Legal Proceedings

55

47

Item 1A – Risk Factors

5547

  

Item 4 – Mine Safety Disclosures

5547

    

Item 6 – Exhibits

5547

Signatures

56

48

 

Exhibits

49

 

*Items 2, 3 and 5 of Part II are omitted as they are not applicable.

 

 

 

Part I - Financial Information

 

Item 1. Financial Statements

 

 

Hecla Mining Company and Subsidiaries

 

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except shares)

 

 

September 30,

2013

  

December 31,

2012

  

March 31,

2014

  

December 31,

2013

 

ASSETS

ASSETS

 

ASSETS

 

Current assets:

                

Cash and cash equivalents

 $237,836  $190,984  $207,642  $212,175 

Accounts receivable:

                

Trade

  34,481   17,555   26,159   17,672 

Other, net

  17,263   7,466   10,650   20,893 

Inventories:

                

Concentrates, doré, and stockpiled ore

  23,425   15,073   22,746   27,740 

Materials and supplies

  20,214   13,564   21,112   21,097 

Current deferred income taxes

  36,141   29,398   30,946   35,734 

Other current assets

  20,526   8,858   13,016   8,324 

Total current assets

  389,886   282,898   332,271   343,635 

Non-current investments

  8,364   9,614   8,730   7,019 

Non-current restricted cash and investments

  5,378   871   7,702   5,217 

Properties, plants, equipment and mineral interests, net

  1,776,554   996,659 

Properties, plant, equipment and mineral interests, net

  1,805,632   1,791,601 

Non-current deferred income taxes

  75,950   86,365   86,677   78,780 

Other non-current assets and deferred charges

  12,880   1,883   9,269   5,867 

Total assets

 $2,269,012  $1,378,290  $2,250,281  $2,232,119 

LIABILITIES

LIABILITIES

 

LIABILITIES

 

Current liabilities:

                

Accounts payable and accrued liabilities

 $56,592  $43,162  $39,232  $51,152 

Accrued payroll and related benefits

  18,128   10,760   17,359   18,769 

Accrued taxes

  3,729   12,321   12,619   7,881 

Current portion of capital leases

  7,398   5,564   8,482   8,471 

Current portion of accrued reclamation and closure costs

  74,481   19,845   58,640   58,425 

Other current liabilities

  17,576   3,335   15,228   6,781 

Total current liabilities

  177,904   94,987   151,560   151,479 

Capital leases

  12,603   11,935   14,112   14,332 

Accrued reclamation and closure costs

  49,862   93,370   55,353   46,766 

Long-term debt

  490,417    

Long-term Debt

  491,042   490,726 

Non-current deferred tax liability

  171,260      159,890   164,861 

Other noncurrent liabilities

  39,180   40,047 

Other non-current liabilities

  34,862   37,536 

Total liabilities

  941,226   240,339   906,819   905,700 

Commitments and contingencies

        

SHAREHOLDERS’ EQUITY

 

Commitments and contingencies (Notes 2, 4, 7, 9, and 11)

        

STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY

 

Preferred stock, 5,000,000 shares authorized:

                

Series B preferred stock, $0.25 par value, 157,816 shares issued and outstanding, liquidation preference — $7,891

  39   39   39   39 

Common stock, $0.25 par value, authorized 500,000,000 shares; issued and outstanding 2013 — 342,638,214 shares and 2012 — 285,209,848 shares

  85,890   71,499 

Common stock, $0.25 par value, 500,000,000 shares authorized; issued and outstanding 2014 — 342,840,128 shares and 2013 — 342,663,381 shares

  85,943   85,896 

Capital surplus

  1,425,581   1,218,283   1,431,903   1,426,845 

Accumulated deficit

  (151,079

)

  (123,288

)

  (144,355

)

  (154,982

)

Accumulated other comprehensive loss

  (27,565

)

  (23,918

)

  (24,949

)

  (26,299

)

Less treasury stock, at cost; 2013 — 921,721 and 2012 — 788,288 shares issued and held in treasury

  (5,080

)

  (4,664

)

Total shareholders’ equity

  1,327,786   1,137,951 

Total liabilities and shareholders’ equity

 $2,269,012  $1,378,290 

Less treasury stock, at cost; 2014 - 932,811 and 2013 - 921,721

  (5,119

)

  (5,080

)

Total stockholders’ equity

  1,343,462   1,326,419 

Total liabilities and stockholders’ equity

 $2,250,281  $2,232,119 

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

 

  

Hecla Mining Company and Subsidiaries

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

(Dollars and shares in thousands, except for per-share amounts)

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2013

  

September 30, 2012

  

September 30, 2013

  

September 30, 2012

 

Sales of products

 $106,629  $81,871  $268,409  $240,043 

Cost of sales and other direct production costs

  66,937   32,961   163,770   99,423 

Depreciation, depletion and amortization

  19,006   11,601   53,224   31,141 
   85,943   44,562   216,994   130,564 

Gross profit

  20,686   37,309   51,415   109,479 

Other operating expenses:

                

General and administrative

  7,720   5,695   22,141   15,723 

Exploration

  5,797   11,722   18,511   24,479 

Pre-development

  3,444   5,409   12,747   12,246 

Other operating expense

  342   736   1,571   3,285 

Provision (credit) for closed operations and reclamation

  933   (1,093

)

  4,572   3,320 

Lucky Friday suspension-related (income) expense

  (59

)

  6,114   (1,401

)

  18,745 

Aurizon acquisition costs

  768      26,368    
   18,945   28,583   84,509   77,798 

Income (loss) from operations

  1,741   8,726   (33,094

)

  31,681 

Other income (expense):

                

Gain (loss) on derivative contracts

  (4,564

)

  (9,053

)

  23,516   (8,113

)

Gains on sale of investments

        197    

Interest and other income (loss)

  (829

)

  47   (257

)

  228 

Interest expense, net of amount capitalized

  (7,348

)

  (591

)

  (14,506

)

  (1,563

)

   (12,741

)

  (9,597

)

  8,950   (9,448

)

Income (loss) before income taxes

  (11,000

)

  (871

)

  (24,144

)

  22,233 

Income tax benefit (provision)

  2,542   (14

)

  1,922   (8,022

)

Net income (loss)

  (8,458

)

  (885

)

  (22,222

)

  14,211 

Preferred stock dividends

  (138

)

  (138

)

  (414

)

  (414

)

Income (loss) applicable to common shareholders

 $(8,596

)

 $(1,023

)

 $(22,636

)

 $13,797 

Comprehensive income:

                

Net income (loss)

 $(8,458

)

 $(885

)

 $(22,222

)

 $14,211 

Reclassification of net gain on sale of marketable securities included in net income

        (197

)

   

Defined benefit pension plan costs

  3,366      3,366    

Unrealized holding gains (losses) on investments

  (877

)

  3,085   (5,455

)

  2,280 

Comprehensive income (loss)

 $(5,969

)

 $2,200  $(24,508

)

 $16,491 

Basic income (loss) per common share after preferred dividends

 $(0.03

)

 $  $(0.07

)

 $0.05 

Diluted income (loss) per common share after preferred dividends

 $(0.03

)

 $  $(0.07

)

 $0.05 

Weighted average number of common shares outstanding - basic

  342,638   285,492   310,601   285,400 

Weighted average number of common shares outstanding - diluted

  342,638   285,492   310,601   296,739 

Cash dividends declared per common share

 $0.0025  $0.0025  $0.0075  $0.0375 

  

Three Months Ended

 
  

 

March 31, 2014

  

March 31, 2013

 

Sales of products

 $125,787  $76,450 

Cost of sales and other direct production costs

  77,741   36,825 

Depreciation, depletion and amortization

  25,803   14,007 
   103,544   50,832 

Gross profit

  22,243   25,618 

Other operating expenses:

        

General and administrative

  7,941   6,939 

Exploration

  4,150   6,493 

Pre-development

  419   4,791 

Other operating expense

  718   1,024 

Provision for closed operations and environmental matters

  1,104   1,794 

Lucky Friday suspension-related costs

     1,498 

Aurizon acquisition costs

     5,292 
   14,332   27,831 

Income (loss) from operations

  7,911   (2,213

)

Other income (expense):

        

Unrealized gain on investments

  688    

Gain on derivative contracts

  9,452   21,539 

Net foreign exchange gain (loss)

  4,134   (144

)

Interest and other income

  79   31 

Interest expense, net of amounts capitalized

  (6,840

)

  (704

)

   7,513   20,722 

Income before income taxes

  15,424   18,509 

Income tax provision

  (3,783

)

  (7,415

)

Net income

  11,641   11,094 

Preferred stock dividends

  (138

)

  (138

)

Income applicable to common stockholders

 $11,503  $10,956 

Comprehensive income:

        

Net income

 $11,641  $11,094 

Unrealized holding gains (losses) on investments

  1,350   (2,831

)

Comprehensive income

 $12,991  $8,263 

Basic income per common share after preferred dividends

 $0.03  $0.04 

Diluted income per common share after preferred dividends

 $0.03  $0.04 

Weighted average number of common shares outstanding - basic

  342,666   285,171 

Weighted average number of common shares outstanding - diluted

  350,018   297,164 

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

 

 

Hecla Mining Company and Subsidiaries

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

Nine Months Ended

  

Three Months Ended

 
 

September 30,

2013

  

September 30,

2012

  

 

March 31, 2014

  

March 31, 2013

 

Operating activities:

                

Net income (loss)

 $(22,222

)

 $14,211 

Non-cash elements included in net income (loss):

        

Net income

 $11,641  $11,094 

Non-cash elements included in net income:

        

Depreciation, depletion and amortization

  55,279   36,042   26,054   14,711 

Gain on sale of investments

  (195

)

   

Unrealized gain on investments

  (327

)

   

(Gain) loss on disposition of properties, plants, equipment, and mineral interests

  (125

)

  359 

Loss (gain) on disposition of properties, plants, equipment, and mineral interests

  275   (125

)

Provision for reclamation and closure costs

  1,701   3,937   933   591 

Stock compensation

  3,253   2,296   1,065   798 

Deferred income taxes

  (1,304

)

  (2,023

)

  (2,851

)

  3,990 

Amortization of loan origination fees

  905   324   519   135 

(Gain) loss on derivative contracts

  (15,589

)

  24,748 

Reversal of purchase price allocation to product inventory

  550    

Other non-cash items, net

  (819

)

  901 

Gain on derivative contracts

  (8,847

)

  (19,620

)

Foreign exchange gain

  (4,688

)

   

Other non-cash (gains) charges, net

  4   (11

)

Change in assets and liabilities:

                

Accounts receivable

  (14,711

)

  (9,508

)

  1,387   4,708 

Inventories

  (1,923

)

  1,025   4,669   (5,108

)

Other current and non-current assets

  (793

)

  (417

)

  923   382 

Accounts payable and accrued liabilities

  8,574   4,561   (5,416

)

  (2,712

)

Accrued payroll and related benefits

  (281

)

  (2,754

)

  2,721   5,046 

Accrued taxes

  (10,458

)

  (611

)

  4,756   (2,497

)

Accrued reclamation and closure costs and other non-current liabilities

  3,565   (6,603

)

  (2,762

)

  (22

)

Cash provided by operating activities

  5,080   66,488   30,383   11,360 

Investing activities:

                

Additions to properties, plants, equipment and mineral interests

  (112,806

)

  (81,318

)

  (26,867

)

  (25,753

)

Acquisition of Aurizon, net of cash acquired

  (321,117

)

   

Proceeds from sale of investments

  1,772    

Proceeds from disposition of properties, plants and equipment

  126   744      126 

Purchases of investments

  (5,738

)

  (3,261

)

     (2,562

)

Changes in restricted cash and investment balances

  (36

)

     (2,485

)

  (12

)

Net cash used in investing activities

  (437,799

)

  (83,835

)

  (29,352

)

  (28,201

)

Financing activities:

                

Acquisition of treasury shares

  (286

)

  (497

)

     (286

)

Dividends paid to common shareholders

  (5,134

)

  (10,700

)

Dividends paid to preferred shareholders

  (414

)

  (414

)

Debt issuance and loan origination fees

  (1,244

)

  (750

)

Borrowings on debt

  490,000    

Dividends paid to common stockholders

  (857

)

  (3,565

)

Dividends paid to preferred stockholders

  (138

)

  (138

)

Debt origination fees

  (468

)

   

Repayments of capital leases

  (5,171

)

  (4,561

)

  (2,403

)

  (1,540

)

Net cash provided by (used in) financing activities

  477,751   (16,922

)

Net cash (used) provided by financing activities

  (3,866

)

  (5,529

)

Effect of exchange rates on cash

  1,820      (1,698

)

   

Net increase (decrease) in cash and cash equivalents

  46,852   (34,269

)

Net decrease in cash and cash equivalents

  (4,533

)

  (22,370

)

Cash and cash equivalents at beginning of period

  190,984   266,463   212,175   190,984 

Cash and cash equivalents at end of period

 $237,836  $232,194  $207,642  $168,614 

Significant non-cash investing and financing activities:

                

Addition of capital lease obligations

 $7,674  $9,108  $2,194  $6,725 

Accounts payable change relating to capital additions

 $(8,101

)

 $(2,905

)

Stock issued for the acquisition of Aurizon

 $218,302  $ 

Increase to asset retirement obligations

 $8,210  $ 

Payment of accrued compensation in restricted stock units

 $4,600  $ 

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

 

 

Note 1.    Basis of Preparation of Financial Statements

 

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements and notes to the interim condensed consolidated financial statements contain all adjustments, consisting of normal recurring items, necessary to present fairly, in all material respects, the financial position of Hecla Mining Company and its consolidated subsidiaries (“we” or “our” or “us”).  These unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related footnotes as set forth in our annual report filed on Form 10-K for the year endedDecember 31, 2012,2013, as it may be amended from time to time.

 

The results of operations for the periods presented may not be indicative of those which may be expected for a full year.  The unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures are adequate for the information not to be misleading.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting period and the disclosures of contingent liabilities.  Accordingly, ultimate results could differ materially from those estimates.

 

On June 1, 2013, we completed the acquisition of Aurizon Mines Ltd. ("Aurizon"), as further discussedgiving us 100% ownership of the Casa Berardi mine and various other interests inNote 13. Quebec, Canada. The unaudited interim condensed consolidated financial statements included herein reflect our resultsownership of operations for the third quarter and first nine monthsassets previously held by Aurizon as of 2013, including those of Aurizon since the June 1, 2013 acquisition date. We have determined that the functional currency for our Canadian operations acquired from Aurizon is the U.S. dollar.

 

 

Note 2.    Investments and Restricted Cash

 

Investments

 

AtSeptember 30, 2013 March 31, 2014 andDecember 31, 2012,2013, the fair value of our non-current investments was$8.4 $8.7 million and$9.6 $7.0 million,, respectively.  Our non-current investments consist of marketable equity securities, which are carried at fair value as they are classified as “available-for-sale.” The cost basis of our non-current investments was approximately $13.0$9.5 million and $8.1$10.0 million atSeptember 30, 2013 March 31, 2014 andDecember 31, 2012,2013, respectively. In the first nine months of 2013, we acquired securities having a cost basis of $5.7 million, and obtained additional securities through the acquisition of Aurizon having a value of $0.3 million at the time of acquisition, which represents our cost basis (seeNote 13). Since the acquisition, we have obtained additional shares of Typhoon Exploration Inc. ("Typhoon") having a cost basis of $0.5 million pursuant to an agreement between Aurizon and Typhoon. In addition, in the first nine months of 2013, we sold investments having a cost basis of $1.6 million for proceeds of $1.8 million.

 

AtSeptember 30, 2013, March 31, 2014, total unrealized loss positions of $4.6$1.7 million, net of unrealized gains of $55 thousand,$0.9 million, for our non-current investments were included in accumulated other comprehensive loss.loss on our condensed consolidated balance sheet.

 

Our non-current investments balance as ofSeptember 30, 2013 March 31, 2014 includes our ownership of approximately 29.4% of the

outstanding common shares of Typhoon Exploration Inc. having a cost basis of $0.8$0.7 million and fair value of $1.1$1.7 million. We elected to apply the fair value option accounting method to the investment upon it meeting the criteria for equity method accounting during the second quarter of 2013. Since the acquisition, we have unrealized gains of $0.9 million that are included in unrealized gain (loss) on investments on our condensed consolidated statement of operations and comprehensive income. We evaluate the accounting treatment of our individual investments based on whether we believe our ownership percentage and other factors indicate that we have the ability to exercise significant influence in the financial and/or operational decisions of the investee. As ofSeptember 30, 2013, March 31, 2014, we have determined that no other investments held by us qualify for equity method accounting.

 

Restricted Cash and Investments

 

Various laws, permits, and covenants require that financial assurances be in place for certain environmental and reclamation obligations and other potential liabilities.  These restricted investments are used primarily for reclamation funding or for funding surety bonds, and were$5.4 $7.7 million and$0.9 $5.2 million atSeptember 30, 2013 March 31, 2014 andDecember 31, 2012,2013, respectively. The increase during the first nine months of 2013 is due to restricted reclamation deposits obtained in the acquisition of Aurizon (seeNote 13 for more information). Restricted investments primarily represent investments in money market funds and certificates of deposit.  

 

 

 

Note 3.   Income Taxes

 

Major components of our income tax provision (benefit) for the three andnine months ended September 30,March 31, 2014 and 2013 and 2012 are as follows (in thousands):

 

  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
  

2013

  

2012

  

2013

  

2012

 

Current:

                

Federal

 $(5,488

)

 $5,102  $(1,496

)

 $8,630 

State

  (153

)

  425   20   978 

Foreign

  114   114   344   344 

Total current income tax provision (benefit)

  (5,527

)

  5,641   (1,132

)

  9,952 
                 

Deferred:

                

Deferred income tax provision (benefit)

  2,985   (5,627

)

  (790

)

  (1,930

)

Total income tax provision (benefit)

 $(2,542

)

 $14  $(1,922

)

 $8,022 

With the acquisition of Aurizon, we added a wholly owned Canadian subsidiary. For Canadian tax purposes, the transaction was treated as an acquisition of Aurizon stock, resulting in carryover tax bases of acquired corporate assets. As a result, a net deferred tax liability was recorded for the tax impact of the excess fair market value of assets for GAAP reporting over the Canadian tax bases of those assets. We recorded an initial deferred tax liability of $177.2 million.

  

Three Months Ended

 
  

March 31,

 
  

2014

  

2013

 

Current:

        

Domestic

 $6,499  $3,137 

Foreign

  156   115 

Total current income tax provision

  6,655   3,252 
         

Deferred:

        

Domestic

  (3,130

)

  4,163 

Foreign

  258    

Total deferred income tax provision

  (2,872

)

  4,163 

Total income tax provision

 $3,783  $7,415 

 

As ofSeptember 30, 2013March 31, 2014, we have a net deferred tax asset in the U.S. of$112.1 $117.6 million and a net deferred tax liability in Canada of $172.8$160.8 million for a consolidated worldwide net deferred tax liability of $60.7$43.2 million. Our ability to utilize our deferred tax assets depends on future taxable income generated from operations. For thenine three months ended September 30, 2013March 31, 2014, there were no circumstances that caused us to change our assessment of the ability to generate sufficient future taxable income to realize ourthe currently recognized U.S. deferred tax assets.  It is possible thatAtMarch 31, 2014 andDecember 31, 2013, the balances of the valuation allowanceallowances on our deferred tax assets will changewere $28 million and $27 million, respectively, primarily for foreign net operating loss carryforwards. The amount of the deferred tax asset considered recoverable, however, could be reduced in the near term if estimates of future as a result of the analysis of our long-range forecasts, with a resulting tax provision or benefit.taxable income are reduced.

 

The current income tax provisions and benefits for thenine three months ended September 30, 2013March 31, 2014 and 20122013 vary from the amounts that would have resulted from applying the statutory income tax rate to pre-tax income primarily due to the effects of U.S. percentage depletion deductions, non-deductible expenses,for all periods presented and non-recognizable losses related tothe impact of taxation in foreign operations during thenine months ended September 30, 2013.jurisdictions.

 

 

Note 4.    Commitments, Contingencies and Obligations

General

 

We follow the FASB Accounting Standards Codification guidance in determining our accruals and disclosures with respect to loss contingencies, and evaluate such accruals and contingencies for each reporting period. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

Rio Grande Silver Guaranty

 

Our wholly-owned subsidiary, Rio Grande Silver Inc. (“Rio”), is party to a joint venture with Emerald Mining & Leasing, LLC (“EML”) and certain other parties with respect to a land package in the Creede Mining District of Colorado that is adjacent to other land held by Rio. Rio holds a 70% interest in the joint venture. In connection with the joint venture, we are required to guarantee certain environmental remediation-related obligations of EML to a third party up to a maximum liability to us of $2.5 million. As ofSeptember 30, 2013, March 31, 2014, we have not been required to make any payments pursuant to the guaranty. We may be required to make payments in the future, limited to the $2.5 million maximum liability, should EML fail to meet its obligations to the third party. However, to the extent that any payments are made by us under the guaranty, EML, in addition to other parties, have jointly and severally agreed to reimburse and indemnify us for any such payments. We have not recorded a liability relating to the guaranty as ofSeptember 30, 2013. March 31, 2014.

 

 

 

Lucky Friday Water Permit ExceedancesMatters

 

Over the last several years, the Lucky Friday unit has experienced several regulatory issues relating to its water discharge permits and water management more generally.

 

In late 2008 and during 2009, Hecla Limited experienced a number of alleged water permit exceedances for water discharges at the Lucky Friday unit. These alleged violations resulted in Hecla Limited entering into a Consent Agreement and Final Order (“CAFO”) and a Compliance Order with the EPA in April 2009, which included an extended compliance time line. In connection with the CAFO, Hecla Limited agreed to pay the maximum administrative penalty to the EPA of $177,500 to settle any liability for such alleged exceedances.

 

In 2009, additional alleged permit exceedances for water discharges at the Lucky Friday unit occurred. In 2010, alleged unpermitted discharges of pollutants occurred at the Lucky Friday unit. These alleged permit exceedances and certain alleged unpermitted discharges were the subject of a December 2010 Notice of Violation (“2010 NOV”) from the EPA informing Hecla Limited that the EPA was prepared to seek civil penalties for these alleged violations. In the 2010 NOV, the EPA invited Hecla Limited to discuss these matters with them prior to filing a complaint. Hecla Limited disputes many of EPA's assertions, but initiated negotiations with the EPA in an attempt to resolve the matter. There has not been any resolution of the 2010 NOV.

 

In 2012, the Lucky Friday unit had two weekly water samples, one of which in October exceeded the permit concentration limit for lead (but not the associated load limit), and one of which in November exceeded permit limits for zinc. Also in October and November, heavy rains resulted in alleged impacted storm water being discharged to a nearby river. After these incidents, in February 2013, the EPA issued a notice of violation and request for information to Hecla Limited alleging that the October and November 2012 storm water incidents were each a violation of Hecla Limited's storm water permit. In March 2014, the Lucky Friday unit had a weekly water sample which exceeded the maximum daily permitted limit for zinc.

 

The EPA referred the two alleged 2012 permit exceedances, along with the alleged violations in the 2010 NOV and some additional alleged unpermitted discharges from 2010 that were not included in the 2010 NOV, to the U.S. Department of Justice to possibly file a civil complaint by the United States against Hecla Limited. In addition, it is possible that the United States may include other alleged unpermitted discharges (including the 2012 storm water incidentsincidents) or permit violations in any complaint. There is the potential for larger civil penalties in the context of a United States complaint than in an administrative action by the EPA such as the 2009 CAFO.

 

In December 2013, the EPA issued to Hecla Limited a Notice of Violation (“2013 NOV”) alleging certain storm water reporting violations under Lucky Friday’s Clean Water Act Multi-Sector General Stormwater Permit for Industrial Activities. The 2013 NOV also contains a request for information under Section 308 of the Clean Water Act directing Hecla Limited to undertake a comprehensive groundwater investigation of Lucky Friday’s tailings pond No. 3 to evaluate whether the pond is causing the discharge of pollutants via seepage to groundwater that is discharging to surface water. We cannot ascertain what impacts, if any, the 2013 NOV and request for information will have on the matters that were already pending with the United States, including the 2010 NOV.

Hecla Limited strives to maintain its water discharges and water management in general at the Lucky Friday unit in full compliance with its permits and applicable laws,laws; however, we cannot provide assurances that it will be able to fully comply with the permit limits and other regulatory requirements regarding water management in the future.

 

We believe that it is reasonably possible that Hecla Limited faces some liability for the above water issues; however, we cannot with reasonable certainty estimate the amount of any such liability and thereforebecause, for among other reasons, we have not recorded any liabilitycompleted the report called for this matter.by the request for information contained in the 2013 NPOV, and we do not know what will be the impact of that report.


 

Johnny M Mine Area near San Mateo, McKinley County, New Mexico

 

In May 2011, the EPA made a formal request to Hecla Mining Company for information regarding the Johnny M Mine Area near San Mateo, McKinley County, New Mexico, and asserted that Hecla Mining Company may be responsible under CERCLA for environmental remediation and past costs the EPA has incurred at the site. Mining at the Johnny M was conducted for a limited period of time by a predecessor of our subsidiary, Hecla Limited. In August 2012, Hecla Limited and the EPA entered into a Settlement Agreement and Administrative Order on Consent for Removal Action (“Consent Decree”), pursuant to which Hecla Limited agreed to pay (i) $1.1 million to the EPA for its past response costs at the site and (ii) any future response costs at the site, in exchange for a covenant not to sue by the EPA. The Consent Decree also describes additional work at the site to be conducted by Hecla Limited. Hecla Limited paid the $1.1 million to the EPA for its past response costs in the fourth quarter of 2012, and our consolidated financial statements as ofSeptember 30, 2013 March 31, 2014 include an accrual balance by Hecla Limited of $0.3 million for investigation and planning costs. Hecla Limited cannot reasonably estimate the amount of any additional liability it may face at the site until, at a minimum, the amount and type of remediation required have been determined.determined or if EPA seeks reimbursement for additional past costs.


 

Carpenter Snow Creek Site, Cascade County, Montana

 

In July 2010, the EPA made a formal request to Hecla Mining Company for information regarding the Carpenter Snow Creek Superfund Site located in Cascade County, Montana. The Carpenter Snow Creek Site is located in a historic mining district, and in the early 1980s Hecla Limited leased 6 mining claims and performed limited exploration activities at the site. Hecla Limited terminated the mining lease in 1988.

 

In June 2011, the EPA informed Hecla Limited that it believes Hecla Limited, among several other viable companies, may be liable for cleanup of the site or for costs incurred by the EPA in cleaning up the site. The EPA stated in the June 2011 letter that it has incurred approximately $4.5 million in response costs and estimated that total remediation costs may exceed $100 million. Because Hecla Limited had very limited activity at the site, we do not believe that the outcome of the claim will have a material adverse effect on our results fromof operations or financial position. Hecla Limited cannot with reasonable certainty estimate the ultimate liability, if any, relating to this matter.

 

States of South Dakota and Colorado Superfund Sites Related to CoCa Mines, Inc.

 

In 1991, Hecla Limited acquired all of the outstanding common stock of CoCa Mines, Inc. (“CoCa”). CoCa is alleged to have engaged in exploration at the Gilt Edge Mine in South Dakota as well as in the area adjacent to the Nelson Tunnel property in Creede, Colorado.

 

Gilt Edge Mine Superfund Site

 

In August 2008, the EPA made a formal request to CoCa for information regarding the Gilt Edge Mine Site located in Lawrence County, South Dakota, and asserted that CoCa may be liable for environmental cleanup at the site. The Gilt Edge Mine Site was explored and/or mined beginning in the 1890s. In the early 1980s, CoCa was involved in a joint venture that conducted a limited program of exploration work at the site. This joint venture terminated in 1984, and by 1985 CoCa had divested itself of any interest in the property.

 

In July 2010 the United States informed CoCa that it intends to pursue CoCa and several other potentially responsible parties on a joint and several basis for liability for past and future response costs at Gilt Edge under CERCLA. Currently, the United States alleges that CoCa is liable based on participation in the joint venture, and that CoCa has succeeded to the liabilities of its predecessor, at the site, Congdon & Carey, which may have held certain property interests at the site.

 

 As of April 2013,mid-2013, the United States has alleged that estimated total costs associated with the site of $200may exceed $191 million, including both past and future response costs. Hecla Limited did not acquire CoCa until 1991, well after CoCa discontinued its involvement with the Gilt Edge site. In addition, CoCa is and always has been a separate corporate entity from Hecla Limited. Therefore, we believe that Hecla Limited is not liable for any cleanup at the Gilt Edge site. We believe that it is reasonably possible that CoCa faces some liability for the site; however, we cannot with reasonable certainty estimate the ultimate amount of any such liability. Furthermore, in the event CoCa incurs a liability at this site, it has limited assets with which to satisfy any such liability. Because of CoCa's limited assets, we believe that it is possible that the United States will seek to recover some of the alleged $200$191 million in costs associated with the site from Hecla Limited, as the parent corporation of CoCa. We believe Hecla Limited would have strong defenses to such a claim and would vigorously defend against any such claims. Settlement negotiations with the United States commenced in 2010 and are ongoing, but there can be no assurance such negotiations will be successful, or that Hecla Limited will not incur a material liability with respect to this site.

  


Nelson Tunnel/Commodore Waste Rock Pile Superfund Site

 

In August 2009, the EPA made a formal request to CoCa for information regarding the Nelson Tunnel/Commodore Waste Rock Pile Superfund Site in Creede, Colorado. A timely response was provided and the EPA later arranged to copy additional documents. CoCa was involved in exploration and mining activities in Creede during the 1970s and the 1980s. In September 2013, the EPA made a formal claim against CoCa for past response costs under CERCLA as an owner/operator of the site, and against Hecla Limited as a corporate successor to CoCa. The EPA is seeking a total of approximately $5 million for past response costs, plus an undetermined amount of interest from CoCa, Hecla Limited, and other potentially responsible parties. The EPA stated that it is continuing its remedial investigation/feasibility study at the site, and once that is complete, it will begin remedial design and remedial action for the site. Presumably, the EPA will also seek reimbursement of at least some of those costs from viable potentially responsible parties. In April 2014, CoCa received notice from another potentially responsible party alleging that CoCa is required to indemnify it in connection with any liability it may have with respect to the Nelson/Commodore site. Hecla Limited did not acquire CoCa until 1991, well after CoCa discontinued its historical activities in the vicinity of the site. In addition, CoCa is and always has been a separate corporate entity from Hecla Limited. Therefore, we believe that Hecla Limited is not liable for any cleanup, has strong defenses, and we will vigorously defend against the claim. If CoCa is ultimately found to be liable, it has limited assets with which to satisfy any such liability. We cannot with reasonable certainty estimate the ultimate liability, if any, relating to this matter, and therefore we have not recorded a liability relating to the site as ofSeptember 30, 2013. March 31, 2014.


 

Senior Notes

 

On April 12, 2013,January 6, 2014, we completed the issuanceoffer to exchange up to $500,000,000 aggregate principal amount of $500 million in senior notesour new 6.875% Senior Notes due 2021 for a like principal amount of our previously outstanding 6.875% Senior Notes due 2021, which were issued on April 12, 2013 ("Notes"), as further discussed inNote 9.The net proceeds from the offering of the Notes were used to partially fund the acquisition of Aurizon and for general corporate purposes, including expenses related to the Aurizon acquisition (seeNote 13 for more information). The Notes bear interest at a rate of 6.875% per year from the date of original issuance or from the most recent payment date to which interest has been paid or provided for.  Interest on the Notes is payable on May 1 and November 1 of each year, commencing November 1, 2013. The net proceeds from the offering of the Notes were used to partially fund the acquisition of Aurizon Mines Ltd. ("Aurizon") and for general corporate purposes, including expenses related to the Aurizon acquisition.

 

Other Commitments

 

Our contractual obligations as ofSeptember 30, 2013 March 31, 2014 included approximately $11.5 million for commitments relating to capital items, along with $5.6$5.9 million for various non-capital costs. In addition, our open purchase orders atSeptember 30, 2013 March 31, 2014 included approximately $13.6$0.8 million, $5.4$0.3 million, and $1.2$1.4 million, respectively, for various capital items at the Casa Berardi, Greens Creek, and Lucky Friday units, and approximately $3.8$1.3 million, $0.2$0.4 million, and $0.7$0.5 million, respectively, for various non-capital costs at such units. We also have total commitments of approximately$20.8 $23.6 million relating to scheduled payments on capital leases, including interest, primarily for equipment at our Greens Creek and Lucky Friday units (seeNote 9 for more information). In addition, in 2011, we settled Hecla Limited's Coeur d'Alene Basin environmental litigation and related claims pursuant to a Consent Decree entered by the Court on September 8, 2011.  Hecla Limited remains obligated under the Consent Decree to make payments totaling $55.4 million by August 2014, which would be funded by proceeds from our outstanding warrants, if exercised (seeNote 8 for more information). Under the terms of the Consent Decree, the proceeds from the exercise of our outstanding warrants will be paid to the United States and the Coeur d'Alene Indian Tribe within 30 days after the end of the quarter when exercised. If the warrants are not exercised, the company is responsible for its final payment under the Consent Decree.

 

We had letters of credit for approximately $1.3 million outstanding as ofSeptember 30, 2013 March 31, 2014 for workers' compensation insurance bonding.

Other Contingencies

 

On February 1, 2012, a purported Hecla stockholder filed a putative class action lawsuit in U.S. District Court for the District of Idaho against Hecla and certain of our officers, one of whom is also a director. The complaint, purportedly brought on behalf of all purchasers of Hecla common stock from October 26, 2010 through and including January 11, 2012, asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and sought, among other things, damages and costs and expenses. Specifically, the complaint alleged that Hecla, under the authority and control of the individual defendants, made certain false and misleading statements and allegedly omitted certain material information related to operational issues at the Lucky Friday mine. The complaint alleged that these actions artificially inflated the market price of Hecla common stock during the class period, thus purportedly harming investors who purchased shares during that time. A second suit was filed on February 14, 2012, alleging virtually identical claims. These complaints were consolidated into a single case, a lead plaintiff and lead counsel were appointed by the Court (Bricklayers of Western Pennsylvania Pension Plan, et al. v. Hecla Mining Company et al., Case No. 12-0042 (D. Idaho)), and a consolidated amended complaint was filed on October 16, 2012. In January 2013, we filed a motion to dismiss the complaint. On September 26, 2013, the Court granted our motion to dismiss, but granted the plaintiffs leave to amend the complaint on or before October 18, 2013. An amended complaint was not filed by the deadline. Therefore, we anticipate the Court will issue in the near future a final judgment dismissing the lawsuit.

Related to the above described class action lawsuit, Hecla is named as a nominal defendant in a pending shareholderstockholder derivative lawsuit in federal court which namesnamed as defendants certain Hecla executives and members of Hecla's Board of Directors. The case iswas In Re Hecla Mining Company Derivative Shareholder Litigation, Case No. 2:12-cv-00097 (D. Idaho).  In general terms, this lawsuit allegesalleged breaches of fiduciary duties by the individual defendants relating to past operational issues at the Lucky Friday mine and seekssought damages, purportedly on behalf of Hecla. In January 2013, a consolidatedThe lawsuit was dismissed on February 20, 2014, and the Court gave the plaintiffs until April 21, 2014 to file an amended complaint. No amended complaint was filed, and in February 2013, we filedon April 21, 2014, the Court issued a motion to dismissfinal order dismissing the complaint. On September 25, 2012 and April 30, 2013, two other state court derivative actions were dismissed in Delaware and in Idaho, respectively. In addition, the Board of Directors has received two letters on behalf of purported shareholders demanding that Hecla commence litigation against certain executives and directors on substantially similar grounds. Hecla's board has concluded the actions requested by both demands would be contrary to the Company's best interest given the pendency of other, related litigation against the Company.case with prejudice.

 

In March 2012, Hecla Limited received notice of a complaint filed against it by the United Steel Workers, Local 5114, with the Federal Mine Safety and Health Review Commission for compensation for bargaining unit workers at the Lucky Friday mine idled as a result of the temporary suspension of production at the mine. The complaint alleges the bargaining unit workers are entitled to compensation under Section 111 of the Federal Mine Safety and Health Act of 1977 from November 16, 2011 - the date an order was issued by the Mine Safety Health Administration (“MSHA”) to Hecla Limited - until such time as the order is terminated. We submitted a motion for summary decision to the administrative law judge within the Federal Mine Safety and Health Review Commission, which was denied in December 2012. Currently we are awaiting further proceedings. We believe the claim is without merit, and that all wages due under Section 111, which was an immaterial amount, have already been paid. Therefore, we have not recorded a liability relating to the claim as ofSeptember 30, 2013. March 31, 2014. The value of the union's claim is estimated to be in the range of $0 to $10 million.

 

 

 

We are subject to other legal proceedings and claims which arise from time to time. These can include, but are not limited to, legal proceedings and/or claims pertaining to environmental or safety matters. For example, in April 2011, a fatal accident occurred at the Lucky Friday mine which was investigated by MSHA. In November 2011, an accident occurred as part of the construction of #4 Shaft which resulted in the fatality of one contractor employee. In an unrelated incident, in December 2011, a rock burst occurred in a primary access way at the Lucky Friday mine and injured seven employees, none fatally. At the end of 2011, MSHA began a special impact investigation at the Lucky Friday mine which resulted in an order to remove built-up cementitious material from the Silver Shaft, the primary access way from the surface at the Lucky Friday mine. As a result of MSHA's investigations related to these events, Hecla Limited has been issued monetary penalties (none of which are material, individually or in the aggregate), and may face additional enforcement actions, including additional monetary penalties from MSHA or other governmental agencies. Although there can be no assurance as to the ultimate disposition of these other matters, we believe they will not have a material adverse effect on our results of operations or financial position.

 

On April 12, 2013, the family of Larry Marek, an employee of Hecla Limited who was fatally injured in the April 2011 accident, filed a lawsuit against us and certain of our officers and employees seeking damages for, among other claims, wrongful death and infliction of emotional distress. No dollar amount of damages is specified in the complaint, which was filed in state court in Idaho (Kootenai County District Court). We cannot reasonably predict the outcome of this matter, however, we believe the case is without merit and intend to vigorously defend this lawsuit.

On December 11, 2013, four employees of Hecla Limited who were injured in the December 2011 rock burst filed a lawsuit against us and certain of our employees seeking damages for, among other claims, intentional and willful injury and infliction of emotional distress. The plaintiffs seek damages in excess of $1,000,000, as claimed in the complaint, which was filed in state court in Idaho (Kootenai County District Court). We cannot reasonably predict the outcome of this matter, however, we believe the case is without merit and intend to vigorously defend this lawsuit.

 

Note 5.    Earnings Per Common Share

 

We are authorized to issue 500,000,000 shares of common stock, $0.25 par value per share. AtSeptember 30, 2013, March 31, 2014, there were 343,559,935343,772,939 shares of our common stock issued and 921,721932,811 shares issued and held in treasury, for a net of 342,638,214342,840,128 shares outstanding.

 


The following table reconciles weighted average common shares used in the computations of basic and diluted earnings per share for the three-three-month periods ended March 31, 2014 and nine-month periods endedSeptember 30, 2013 and 2012 (thousands, except per-share amounts):

 

  

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

 
  

2013

  

2012

  

2013

  

2012

 

Numerator

                

Net income (loss)

 $(8,458

)

 $(885

)

 $(22,222

)

 $14,211 

Preferred stock dividends

  (138

)

  (138

)

  (414

)

  (414

)

Net income (loss) applicable to common shares for basic and diluted earnings per share

 $(8,596

)

 $(1,023

)

 $(22,636

)

 $13,797 
                 

Denominator

                

Basic weighted average common shares

  342,638   285,492   310,601   285,400 

Dilutive stock options and restricted stock

           11,339 

Diluted weighted average common shares

  342,638   285,492   310,601   296,739 

Basic earnings per common share

                

Net income applicable to common shares

 $(0.03

)

 $  $(0.07

)

 $0.05 

Diluted earnings per common share

                

Net income applicable to common shares

 $(0.03

)

 $  $(0.07

)

 $0.05 

 


  

Three Months Ended

March 31,

 
  

2014

  

2013

 

Numerator

        

Net income

 $11,641  $11,094 

Preferred stock dividends

  (138

)

  (138

)

Net income applicable to common shares for basic and diluted earnings per share

 $11,503  $10,956 
         

Denominator

        

Basic weighted average common shares

  342,666   285,171 

Dilutive stock options and restricted stock

  7,352   11,993 

Diluted weighted average common shares

  350,018   297,164 

Basic earnings per common share

        

Net income applicable to common shares

 $0.03  $0.04 

Diluted earnings per common share

        

Net income applicable to common shares

 $0.03  $0.04 

 

Diluted income (loss) per share for the three-three months ended March 31, 2014 and nine-month periods endedSeptember 30, 2013 and 2012 excludes the potential effects of outstanding shares of our convertible preferred stock, as their conversion and exercise would have no effect on the calculation of dilutive shares.

 

For the three-month and nine-month periods endedSeptember 30, 2013 and the three-month period ended September 30, 2012, all outstanding options, restricted share units, and warrants were excluded from the computation of diluted earnings (loss) per share, as our reported net losses for those periods would cause their conversion and exercise to have no effect on the calculation of earnings (loss) per share. Options to purchase 570,005612,745 shares of our common stock were excluded from the computation of diluted earnings per share for the nine-monththree-month period ended September 30, 2012, asMarch 31, 2014.  For the three-month period ended March 31, 2013, options to purchase 537,005 shares of our common stock were excluded from the computation of diluted earnings per share.  In each case, the exercise price of the options not included in the computations of diluted earnings per share exceeded the average price of our stock during those periods and therefore would not affect the calculation of earnings per share.

 

Note 6.    Business Segments

 

We are currently organized and managed in three reporting segments: the Greens Creek unit, the Lucky Friday unit and the Casa Berardi unit. As further discussed inNote 13,On June 1, 2013 we completed the acquisition of Aurizon, on June 1, 2013, giving us 100% ownership of the Casa Berardi mine in Quebec, Canada. As a result, we have added a new reporting segment for the Casa Berardi unit.

 

General corporate activities not associated with operating units and their various exploration activities, as well as discontinued operations and idle properties, are presented as “other.”  Interest expense, interest income and income taxes are considered general corporate items, and are not allocated to our segments.

  


The following tables present information about reportable segments for the three and nine months ended September 30,March 31, 2014 and 2013 and 2012 (in thousands):

 

  

Three Months Ended
September 30,

  

Nine Months Ended

September 30,

 
  

2013

  

2012

  

2013

  

2012

 

Net sales to unaffiliated customers:

                

Greens Creek

 $64,845  $81,871  $207,576  $239,794 

Lucky Friday

  14,395      23,324   249 

Casa Berardi

 $27,389  $  $37,509  $ 
  $106,629  $81,871  $268,409  $240,043 

Income (loss) from operations:

                

Greens Creek

 $15,310  $34,834  $51,164  $105,529 

Lucky Friday

  402   (6,147

)

  (6,210

)

  (18,588

)

Casa Berardi

  572      (12,784

)

   

Other

  (14,543

)

  (19,961

)

  (65,264

)

  (55,260

)

  $1,741  $8,726  $(33,094

)

 $31,681 

  

Three Months Ended

March 31,

 
  

2014

  

2013

 

Net sales to unaffiliated customers:

        

Greens Creek

 $63,596  $72,649 

Lucky Friday

  20,096   3,801 

Casa Berardi

  42,095    
  $125,787  $76,450 

Income (loss) from operations:

        

Greens Creek

 $11,046  $27,189 

Lucky Friday

  4,700   (3,847

)

Casa Berardi

  3,441    

Other

  (11,276

)

  (25,555

)

  $7,911  $(2,213

)

 

The Lucky Friday segment had no and nominal sales during the three and nine months ended September 30, 2012, respectively, due to the mine being closed for most of the year. At the end of 2011, MSHA began a special impact inspection at the Lucky Friday mine which resulted in an order to remove loose cementitious material from the Silver Shaft. In response, we submitted a plan to MSHA and received approval to remove the material, and this work commenced in the first quarter of 2012. In addition, the plan included removal of unused utilities, construction of a water ring to prevent ice from forming in the winter, the installation of a metal brattice, repair of shaft steel, and installation of a new power cable, all of which should improve the shaft's functionality and possibly improve the shaft's hoisting capacity. When the Silver Shaft work was completed down to the 4900 foot level, work commenced on a haulage way bypassing an area at the 5900 foot level impacted by a rock burst in December 2011. Work on the Silver Shaft and haulage way was completed in early 2013, and we recommenced limited production at the Lucky Friday mine in February 2013. During late September 2013, the mine reached its historical full throughput rate of 900 tons per day, an average rate the mine is expected to maintain for the remainder of the year. For the third quarter and first nine months of 2013, we have realized income of$0.1 million and$1.4 million, respectively, as a result of business interruption insurance proceeds, net of certain suspension-related costs, which is reported inLucky Friday suspension-related income (expense) on theCondensed Consolidated Statements of Operations and Comprehensive Income (Unaudited).


The following table presents identifiable assets by reportable segment as ofSeptember 30, 2013 March 31, 2014 andDecember 31, 20122013 (in thousands):

 

 

September 30,

2013

  

December 31,

2012

  

March 31, 2014

 

December 31, 2013

Identifiable assets:

                  

Greens Creek

 $752,153  $741,666  $746,357   $744,027  

Lucky Friday

  221,091   226,196   325,927    313,793  

Casa Berardi

  864,839      805,166    821,058  

Other

  430,929   410,428   372,831    353,241  
 $2,269,012  $1,378,290  $2,250,281   $2,232,119  

  

Note 7.   Employee Benefit Plans

 

We sponsor two defined benefit pension plans covering substantially all U.S. employees.  Net periodic pension cost for the plans consisted of the following for the three and nine months endedSeptember 30, March 31, 2014 and 2013 and 2012 (in thousands):

  

Three Months Ended

September 30,

 
  

2013

  

2012

 

Service cost

 $569  $993 

Interest cost

  422   1,017 

Expected return on plan assets

  (375

)

  (1,145

)

Amortization of prior service cost

  (171

)

  101 

Amortization of net (gain) loss

  660   706 

Net periodic benefit cost

 $1,105  $1,672 

  

Nine Months Ended

September 30,

 
  

2013

  

2012

 

Service cost

 $2,684  $2,980 

Interest cost

  2,361   3,051 

Expected return on plan assets

  (2,784)  (3,435)

Amortization of prior service cost

  24   301 

Amortization of net (gain) loss

  2,212   2,119 

Net periodic benefit cost

 $4,497  $5,016 

The decreased service costs in 2013 versus 2012 were driven primarily by the impact of the amendment to one of the plans discussed below, partially offset by higher staffing and compensation levels.

 

Effective July 1, 2013,

  

Three Months Ended

March 31,

 
  

2014

  

2013

 

Service cost

 $1,020  $1,057 

Interest cost

  1,186   970 

Expected return on plan assets

  (1,249

)

  (1,204

)

Amortization of prior service cost (benefit)

  (84

)

  97 

Amortization of net loss

  756   776 

Net periodic benefit cost

 $1,629  $1,696 

In April 2014, we amended the Hecla Mining Company Retirement Plan (the "Hecla plan")contributed $2.0 million, par value, of our Senior Notes to change theour funded pension benefit formulaplan, and other plan provisions. The amendment resulted in the following changesexpect to the Hecla plan:

The definitioncontribute a total of pensionable compensation was changed to exclude fringe benefits, reimbursements or other expense allowances, moving expenses, health and welfare benefits, stock awards, income realized from stock options or restricted stock, income from certain property arrangements, long term incentive awards, premium pay rates for overtime, contributions to or distributions from a nonqualified deferred compensation plan, shift or location differentials, and one-half of any performance-based or annual incentive bonus. Under the terms of the amended Hecla plan, pensionable compensation includes an employee's base salary and other payments of compensation for services performed during$7.5 million, par value, over the course of employment, elective deferrals not includable2014 (seeNote 9 for more information). We anticipate that the Notes contributed will be sold by the plan. We expect to contribute approximately $0.3 million to our unfunded supplemental executive retirement plan in the gross income of the employee under the Internal Revenue Service Code Sections 125, 132(f)(4), 402(e)(3), 402(h), 403(b) and 457, one-half of any performance-based or annual incentive bonus, one-half of any cash safety incentive award, paid time off other than for disability leave, and compensation for overtime at the employee's regular hourly rate of pay for each hour worked.2014.

 

 

  

For new employees hired after June 30, 2013, pension benefits will be calculated based on the highest average of any five consecutive years (60 months) of pensionable compensation during the final ten years of service instead of three consecutive years during the final ten years of service for employees hired before July 1, 2013.

Prior to July 1, 2013, we credited each participant's account annually with an amount equal to 6.0% of pensionable compensation, plus an additional 5.7% of the participant's pensionable compensation in excess of the Social Security taxable wage base ("the cash balance pay credit"). Beginning July 1, 2013, the cash balance pay credit will consist of the 6.0% of pensionable compensation without the 5.7% additional credit.

Access to cash balance accounts following a termination of employment prior to early or normal retirement age has been limited. Prior to the amendment, a cash balance participant could elect to receive a distribution of the vested portion of his or her account at any age following a termination of employment. This change applies only to amounts credited to a cash balance account after June 30, 2013.

For new employeeshired after June 30, 2013, the cash balance pay credit will be earned based on years of plan participation: 3% for 1 through 5 years; 4.5% for 6 through 10 years; 6% after 10 years.

As ofSeptember 30, 2013, our current-year contributions to the pension plans totaled $0.7 million, and we expect to contribute an additional $0.3 million over the rest of 2013.

Note 8.    Shareholders’Stockholders’ Equity

 

Share-based Compensation Plans

 

We periodically grant restricted stock unit awards and/or shares of common stock to our employees and directors. Grants to individual executives upon hiring or retention vest over a defined service period, with cost amortized over that period. We measure compensation cost for restricted stock units and stock grants at the closing price of our stock at the time of grant. Restricted stock unit grants vest after a specified period with compensation cost amortized over that period. Previously, we also granted stock options, but currently do not. Although we have no current plans to issue stock options, we may do so in the future.

 

On June 21, 2013,March 3, 2014, the Board of Directors granted 954,4381,345,072 restricted stock units to employees with one thirdfor payment of those vesting in June 2014, one third vesting in June 2015,annual and one third vesting in June 2016.long-term incentive compensation for the period ended December 31, 2013. The Board of Directors granted an additional 633,960 restricted stock units on June 21, 2013 that vestwill be distributed in June 2014. The $2.8August 2014, and the $4.6 million in expense related to the unit awards vesting in 2014 will behas been recognized on a straight-line basis over the next twelve months, while the $2.9 million in total expense related to awards vesting in 2015 and 2016 will be recognized over the next twenty-four and thirty-six month periods, respectively.as of March 31, 2014.

 

On May 30, 2013 and June 21, 2013, 28,050 and 94,200 shares of common stock, respectively, were issued to nonemployee directors.

Stock-based compensation expense for restricted stock unit grants to employees and shares issued to nonemployee directors recorded in the first ninethree months of 20132014 totaled$3.3 $1.1 million,, compared to$2.3 $0.8 million in the same period last year.

 

In connection with the vesting of restricted stock units, employees may,have in the past, at their election chooseand when permitted by us, chosen to satisfy their minimum tax withholding obligations through net share settlement, pursuant to which the Company withholds the number of shares necessary to satisfy such withholding obligations.  As a result, in the first nine monthsquarter of 2013,2014 we withheld 83,433repurchased 11,090 shares for $0.2 million,approximately $40,000, or approximately $2.86$3.57 per share.

Common Stock Dividends

In September 2011 and February 2012, our Board of Directors adopted a common stock dividend policy that has two components: 1)(1) a dividend that links the amount of dividends on our common stock to our average quarterly realized silver price in the preceding quarter, and 2)(2) a minimum annual dividend of $0.01 per share of common stock, in each case, payable quarterly, when and if declared.declared by the Board. For illustrative purposes only, the table below summarizes potential per share dividend amounts at different quarterly average realized price levels according to the first component of the policy:

 


Quarterly average realized silver

price per ounce

 

Quarterly dividend per

share

 

Annualized dividend

per share

 

Quarterly dividend per share

  

Annualized dividend per share

 

$30

 

$0.01

 

$0.04

 $0.01  $0.04 

$35

 

$0.02

 

$0.08

 $0.02  $0.08 

$40

 

$0.03

 

$0.12

 $0.03  $0.12 

$45

 

$0.04

 

$0.16

 $0.04  $0.16 

$50

 

$0.05

 

$0.20

 $0.05  $0.20 

$55

 

$0.06

 

$0.24

 $0.06  $0.24 

$60

 

$0.07

 

$0.28

 $0.07  $0.28 

 

On November 4, 2013,May 5, 2014, our Board of Directors declared a dividend on common stock, dividend, pursuant to the minimum annual dividend component of the policy described above, of $0.0025 per share, for a total dividend of $0.9 million payable in December 2013.June 2014. Because the average realized silver price for the thirdfirst quarter of 20132014 was$22.22 $20.04 per ounce, below the minimum threshold of $30 according to the policy, no silver-price-linked component was declared or paid. The declaration and payment of common stock dividends is at the sole discretion of our Board of Directors.

 

Status of Warrants

 

The following table summarizes certain information about our stock purchase warrants atSeptember 30, 2013: March 31, 2014:

 

Warrants Outstanding

 

Warrants

  

Exercise Price

 

Expiration Date

Series 1 warrants

  5,200,519  $2.40 

June 2014

Series 1 warrants

  460,976   2.51 

June 2014

Series 3 warrants

  16,671,128   2.45 

August 2014

Total warrants outstanding

  22,332,623      

Warrants Outstanding

 

Warrants

 

Exercise Price

 Expiration Date 

Series 1 warrants

  5,200,519   $2.40  

June 2014

Series 1 warrants

  460,976    2.51  

June 2014

Series 3 warrants

  16,646,128    2.45  

August 2014

Total warrants outstanding

  22,307,623        


 

No warrants were exercised during the firstnine three months of 2013.2014.  Under the financial terms of the Consent Decree settling the Coeur d’Alene Basin litigation, the proceeds from the exercise of our outstanding warrants will be paid to the United States and the Coeur d'Alene Indian Tribe within 30 days after the end of the quarter when exercised. IfTo the extent warrants are not exercised, we are responsible for the final payment under the Consent Decree.

 

Common Stock Repurchase Program

 

On May 8, 2012, we announced that our Board of Directors approved a stock repurchase program.  Under the program, we are authorized to repurchase up to 20 million shares of our outstanding common stock from time to time in open market or privately negotiated transactions, depending on prevailing market conditions and other factors.  The repurchase program may be modified, suspended or discontinued by us at any time. Whether or not weto engage in repurchases from time to time may depend on a variety of factors, including not only price and cash resources, but customary black-out restrictions, whether we have any material inside information, limitations on share repurchases or cash usage that may be imposed by our credit agreement or in connection with issuances of securities, alternative uses for cash, applicable law, and other investment opportunities from time to time. As ofSeptember 30, 2013, March 31, 2014, 400,300 shares have been purchased at an average price of $5.56 per share, leaving 19.6 million shares that may yet be purchased under the program. The closing price of our common stock at November 1, 2013,May 2, 2014, was $3.14$3.11 per share.

 

Note 9.    Senior Notes, Credit Facility,Facilities and Capital Leases

 

Senior Notes

 

On April 12, 2013, we completed an offering of $500 million in aggregate principal amount of our senior notesSenior Notes due May 1, 2021 (the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes are governed by the Indenture, dated as of April 12, 2013 (the “Indenture”), among us and certain of our subsidiaries and The Bank of New York Mellon Trust Company, N.A., as trustee.

 

The Notes are recorded net of a 2% initial purchaser discount totaling $10 million at the time of issuance and having an amortizedunamortized balance of $9.6$9.0 million as ofSeptember 30, 2013. March 31, 2014. The Notes bear interest at a rate of 6.875% per year from the date of original issuance or from the most recent payment date to which interest has been paid or provided for.  Interest on the Notes is payable on May 1 and November 1 of each year, commencing November 1, 2013. During the nine-month period endedSeptember 30, 2013,first quarter of 2014, interest expense related to the notes and amortization of the initial purchaser discount and fees related to the issuance of the notes, net of $3.9$2.7 million in capitalized interest, totaled $12.6$6.3 million.


 

The Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries (the "Guarantors").   The Notes and the guarantees will be, respectively, our and the Guarantors' general senior unsecured obligations and will be subordinated to all of our and the Guarantors' existing and future secured debt to the extent of the assets securing that secured debt.  In addition, the Notes will be effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Notes, to the extent of the assets of those subsidiaries.

 

The net proceeds from the offering of the Notes ($490 million) were used to partially fund the acquisition of Aurizon and for general corporate purposes, including expenses related to the Aurizon acquisition. SeeNote 13 for more information.

 

The Notes will be redeemable in whole or in part, at any time and from time to time on or after May 1, 2016, on the redemption dates and at the redemption prices specified in the Indenture, plus accrued and unpaid interest, if any, to the date of redemption.  Prior to May 1, 2016, we may redeem some or all of the Notes at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus a “make whole” premium.  We may redeem up to 35% of the Notes before May 1, 2016 with the net cash proceeds from certain equity offerings.

 

Upon the occurrence of a change of control (as defined in the Indenture), each holder of Notes will have the right to require us to purchase all or a portion of such holder's Notes pursuant to a change of control offer (as defined in the Indenture), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.

 


In connection with the sale of the Notes, we entered into a Registration Rights Agreement, dated as of April 12, 2013, pursuant to which we and the Guarantors have agreed to (i) file an exchange offer registration statement within 270 days after the issue date of the Notes to exchange the Notes for a new issue of debt securities registered under the Securities Act, with terms substantially identical to those of the Notes (except with respect to certain transfer restrictions and certain obligations to pay special interest as described in the Notes); (ii) use our commercially reasonable efforts to cause the. The exchange offer registration statement to be declared effective under the Securities Act within 330 days after the issue datewas completed in January 2014 with 99.99% of the Notes; (iii) use our commercially reasonable effortsNotes tendered for exchange.

On April 14, 2014, we entered into an agreement with the Hecla Mining Company Retirement Plan Trust pursuant to consummatewhich we agreed to contribute to the exchange offer within 365 days aftertrust over the issue datecourse of 2014 approximately $7.5 million in aggregate principal amount of the Notes; and (iv)Notes, including $2.0 million in certain circumstances, file a shelf registration statement for the resaleaggregate principal amount of the Notes. If we and the Guarantors failNotes which were contributed on April 14, in order to satisfy the funding requirement for our registration obligations underfunded pension plan for 2014. On the Registration Rights Agreement, then the annual interest rate on the Notes will increase by 0.25% per annum and by an additional 0.25% per annum for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per annum. On October 28, 2013,same day we filed an exchange offera registration statement with the SEC to exchangefor resale of the Notes for a new issue of debt securities registered underthat we agreed to contribute to the Securities Act.trust.

 

Credit Facilities

 

We haveIn February 2014, we entered into a $100 million senior secured revolving credit facility whichhaving a maturity date of August 1, 2016. The credit facility is collateralized by the shares of common stock held in our material domestic subsidiaries and by our joint venture interests in the Greens Creek mine, all of our rights and interests in the joint venture agreement, and all of our rights and interests in the assets of the joint venture.  This credit facility originated with a $60 million senior secured revolving credit agreement entered into in October 2009 that has been amended several times. On April 1, 2013 we amended the agreement to reduce the commitment amount from $150 million toreplaced our previous $100 million while also adjusting certain covenants and limitations. Amounts borrowed undercredit facility which had the credit agreement are available for general corporate purposes.  Thesame terms of collateral as described above. Below is information on the interest rate on outstanding loans under the agreement is between 3.00% and 4.50% above the London Interbank Offered Rate or an alternative base rate plus an applicable margin of between 2.00% and 3.50%.  We are required to pay arates, standby fee, of between 0.825% and 1.05% per annum on undrawn amountsfinancial covenant terms under the revolvingour previous and current credit agreement.  The credit facility is effective until August 1, 2015. In the first nine months of 2013, we incurred $0.4 million in interest expense for the amortization of loan origination fees and $0.8 million in interest expense for commitment fees relating to the credit agreement.  facilities:

 

The credit agreement includes various covenants and other limitations related to our various financial ratios and indebtedness and investments, as well as other information and reporting requirements, including the following limitations:

senior leverage ratio (calculated as debt secured by liens divided by EBITDA) of not more than 2.50:1;


leverage ratio (calculated as total debt less unencumbered cash divided by EBITDA) of not more than 4.00:1 at all times prior to December 31, 2014, and not more than 3.50:1 at all times from and after December 31, 2014;

interest coverage ratio (calculated as EBITDA divided by interest expense) of not less than 3.0:1; and

tangible net worth of greater than 80% of the Tangible Net Worth at completion of the acquisition of Aurizon, plus 50% of positive quarterly Net Income thereafter. (seeNote 13for more information on the acquisition of Aurizon).

  

Previous Facility

 

Current Facility

Interest rates:

        

Spread over the London Interbank Offer Rate

 3.00-4.50% 2.25 -3.25%

Spread over alternative base rate

 2.00-3.50% 1.25 -2.25%
         

Standby fee per annum on undrawn amounts

 0.825-1.05%  0.50% 
         

Covenant financial ratios:

        

Senior leverage ratio (debt secured by liens/EBITDA)

 

not more than 2.50:1

Leverage ratio (total debt less unencumbered cash/EBITDA)

 

not more than 4.00:1

Interest coverage ratio (EBITDA/interest expense)

not less than 3.00:1

 

We were in compliance with all covenants under the credit agreement and no amounts were outstanding as ofSeptember 30, 2013. March 31, 2014.  We have not drawn funds on the current revolving credit facility as of the filing date of this Form 10-Q.

 

Capital Leases

 

We have entered into various lease agreements, primarily for equipment at our Greens Creek and Lucky Friday units, which we have determined to be capital leases.  AtSeptember 30, 2013, March 31, 2014, the total liability balance associated with the capital leases, including certain purchase option amounts, was$20.0 $22.6 million,, with$7.4 $8.5 million of the liability classified as current and$12.6 the remaining $14.1 million classified as non-current. AtDecember 31, 2012,2013, the total liability balance associated with capital leases was$17.5 $22.8 million,, with$5.6 $8.5 million of the liability classified as current and$11.9 $14.3 million classified as non-current. The total obligation for future minimum lease payments was$20.8 $23.6 million atSeptember 30, 2013, March 31, 2014, with$0.9 $1.1 million attributed to interest.

 


AtSeptember 30, 2013, March 31, 2014, the annual maturities of capital lease commitments, including interest, are (in thousands):

 

 

 

Twelve-month period

ending September 30,

     
 

2014

 $6,789  
 

2015

  7,181  
 

2016

  5,160  
 

2017

  1,679  
 

Total

  20,809  
 

Less: imputed interest

  (878

)

 

 

Net capital lease obligation

 $19,931  
 

Twelve-month period ending March 31,

     
 

2015

 $8,903  
 

2016

  8,162  
 

2017

  4,918  
 

2018

  1,601  
 

Total

  23,584  
 

Less: imputed interest

  (1,054

)

 
 

Net capital lease obligation

 $22,530  

 

Note 10.    Developments in Accounting Pronouncements

 

In December of 2011,July 2013, the FASB issued ASU 2011-11, Disclosures about Offsetting AssetsNo. 2013-11, which requires entities to present unrecognized tax benefits as a decrease in a net operating loss, similar tax loss, or tax credit carryforward if certain criteria are met. The guidance will eliminate the diversity in practice in the presentation of unrecognized tax benefits but will not alter the way in which entities assess deferred tax assets for realizability. ASU No. 2013-11 is effective for annual and Liabilities, which enhances disclosure requirements regarding an entity's financial instruments and derivative instruments that are offset or subject to a master netting arrangement. This information about offsetting and related netting arrangements will enable users of financial statements to understand the effect of those arrangements on the entity's financial position, including the effect of rights of setoff. The amendments are required for annualinterim reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoptionDecember 15, 2013. Adoption of this guidance has not had a material impact on our consolidated financial statements.

 

Note 11.    Derivative Instruments

 

At times, we use financially-settledcommodity forward sales commitments, commodity swap contracts and we may also use commodity swapput and call option contracts to manage our exposure to fluctuation in the prices of certain metals thatwhich we produce. Contract positions are designed to ensure that we will receive a defined minimum price for certain quantities of our production, thereby partially offsetting our exposure to price fluctuations.fluctuations in the market. These instruments do, however, expose us to (i) credit risk in the event of non-performance by counterparties for contracts in which the contract price exceeds the spot price of a commodity and (ii) price risk to the extent that the spot price exceeds the contract price for quantities of our production covered bycontained under contract positions.

 

We use financially-settled forward contracts to sell silver, gold, lead and zinc at fixed prices for settlement at approximately the same time that our unsettled concentrate sales contracts will settle.  The settlement of each concentrate contract is based on the average spot price of the metal during the month of settlement, which may differ from the prices used to record the sale when the sale takes place.  The objective of the contracts is to manage the exposure to changes in metal prices of silver, gold, zinc and lead contained in our doré and concentrate shipments between the time of sale and final settlement. These contracts do not qualify for hedge accounting and are marked-to-market through earnings each period.  AtSeptember 30, 2013 March 31, 2014, we recorded a current asset of $0.9 million, net of approximately $1.4$0.4 million of contracts in a liability position, which is included in other current assets, for the fair value of the contracts.  The current asset balance is net of approximately $0.1 million for contracts that were in a fair value liability position atSeptember 30, 2013. We recognized a $0.3 million$19 thousand net gain on the contracts during the firstnine three months of 2013,2014, which is included in sales of products.  The net gain recognized on the contracts offsets price adjustments on our provisional concentrate sales related to changes to silver, gold, lead and zinc prices between the time of sale and final settlement.

 


In addition, we use financially-settled forward contracts to manage the exposure to changes in prices of zinc and lead (but not silver and gold) contained in our forecasted future concentrate shipments.  These contracts also do not qualify for hedge accounting and are marked-to-market through earnings each period.  AtSeptember 30, 2013 March 31, 2014, we recorded a current asset of $8.0$5.0 million, which is included in other current assets, and a non-current asset of $9.3$7.4 million, which is included in other non-current assets, for the fair value of the contracts.  The current asset and non-current asset balances arebalance is net of approximately $0.2 million and $0.2 million, respectively, for contracts that were in a fair value liability position atSeptember 30, 2013. March 31, 2014. We recognized a$23.5 $9.5 million net gain on the contracts, during the firstnine months of 2013, which included $9.7includes $2.0 million in gains realized on settled contracts.contracts, during the first three months of 2014. The net gain on these contracts is included as a separate line item under other income (expense), as they relate to forecasted future shipments, as opposed to sales that have already taken place but are subject to final pricing.  The gains recognized during the first three months of 2014 are the result of decreasing lead and zinc prices during the quarter and contacts with settlement prices that are higher than spot prices.  This program is designed and intended to mitigate the impact of potential future declines in lead and zinc prices from the price levels established in the contracts (see average price information below).

  


The following tables summarize the quantities of base metals committed under forward sales contracts atSeptember 30, 2013 March 31, 2014 andDecember 31, 2012:2013:

September 30, 2013

 

Ounces/pounds under contract (in 000's)

  

Average price per ounce/pound

 
  Silver

(ounces)

  

Gold

(ounces)

  

Zinc

(pounds)

  

Lead

(pounds)

  

Silver

(ounces)

  

Gold

(ounces)

  

Zinc

(pounds)

  

Lead

(pounds)

 

Contracts on provisional sales

                                

2013 settlements

  1,384   5   16,975   8,047  $22.40  $1,354  $0.87  $0.97 
                                 

Contracts on forecasted sales

                          ��     

2013 settlements

        3,527   4,079        $0.95  $1.07 

2014 settlements

        60,516   47,619        $0.99  $1.05 

2015 settlements

        42,769   39,628        $0.96  $1.07 

2016 settlements

        661   9,755        $0.97  $1.04 

 

 

December 31, 2012

 

Ounces/pounds under contract (in 000's)

  

Average price per ounce/pound

 
March 31, 2014 Ounces/pounds under contract (in 000's)  Average price per ounce/pound 
 Silver  Gold  Zinc  Lead  Silver  Gold  Zinc  Lead 
 

Silver

(ounces)

  

Gold

(ounces)

  

Zinc

(pounds)

  

Lead

(pounds)

  

Silver

(ounces)

  

Gold

(ounces)

  

Zinc

(pounds)

  

Lead

(pounds)

  (ounces)  (ounces)  (pounds)  (pounds)  (ounces)  (ounces)  (pounds)  (pounds) 

Contracts on provisional sales

                                                                

2013 settlements

        14,991   6,945        $0.95  $1.00 
2014 settlements  1,590   7   29,817   9,755  $20.15  1,304  $0.91  $0.95 
                                                                

Contracts on forecasted sales

                                                                

2013 settlements

        35,935   32,794        $0.96  $1.11 

2014 settlements

        30,203   33,069        $0.98  $1.03         29,652   21,054  N/A  N/A  $0.99  $1.05 

2015 settlements

        3,307   23,534        $1.01  $1.06         45,635   40,179  N/A  N/A  $0.96  $1.07 
2016 settlements        9,094   31,030  N/A  N/A  $0.94  $1.03 

  Ounces/pounds under contract (in 000's)  Average price per ounce/pound 
  Silver  Gold  Zinc  Lead  Silver  Gold  Zinc  Lead 
  (ounces)  (ounces)  (pounds)  (pounds)  (ounces)  (ounces)  (pounds)  (pounds) 
Contracts on provisional sales                                
2014 settlements  673   3   11,188   3,472  $19.50  $1,205  $0.89  $1.00 
                                 

Contracts on forecasted sales

                                
2014 settlements        31,967   34,282  N/A  N/A  $1.00  $1.04 
2015 settlements        39,683   36,982  N/A  N/A  $0.96  $1.07 
2016 settlements        3,803   30,589  N/A  N/A  $0.96  $1.03 

 

Our concentrate sales are based on a provisional sales price containing an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of the concentrates at the forward price at the time of the sale. The embedded derivative, which does not qualify for hedge accounting, is adjusted to market through earnings each period prior to final settlement.

  

 

 

Note 12.    Fair Value Measurement

 

The table below sets forth our assets and liabilities that were accounted for at fair value on a recurring basis and the fair value calculation input hierarchy level that we have determined applies to each asset and liability category (in thousands).

 

Description

 

Balance at

September 30, 2013

  

Balance at

December 31, 2012

 

Input

Hierarchy Level

 

Balance at

March 31, 2014

 

Balance at

December 31, 2013

 

Input

Hierarchy Level

Assets:

                   

Cash and cash equivalents:

                   

Money market funds and other bank deposits

 $237,836  $190,984 

Level 1

 $207,642   $212,175  

Level 1

Available for sale securities:

                   

Equity securities – mining industry

  8,364   9,614 

Level 1

  8,730    7,019  

Level 1

Trade accounts receivable:

                   

Receivables from provisional concentrate sales

  34,481   17,555 

Level 2

  26,159    17,672  

Level 2

Restricted cash balances:

                   

Certificates of deposit and other bank deposits

  5,378   871 

Level 1

  7,702    5,217  

Level 1

Derivative contracts:

                   

Base metal forward contracts

  18,712   5,606 

Level 2

Metal forward contracts

  13,308    4,461  

Level 2

Total assets

 $304,771  $224,630   $263,541   $246,544  

Liabilities:

         

Derivative contracts:

         

Base metal forward contracts

 $  $2,483 

Level 2

 

Cash and cash equivalents consist primarily of money market funds and are valued at cost, which approximates fair value.

 

Current and non-current restricted cash balances consist primarily of certificates of deposit and U.S. Treasury securities and are valued at cost, adjusted for interest income earned, which approximates fair value.

 

Our current and non-current investments consist of marketable equity securities which are valued using quoted market prices for each security.

 

Trade accounts receivable include amounts due to us for shipments of concentrates and doré sold to smelters and refiners.  Revenues and the corresponding accounts receivable for sales of metals productsconcentrates and doré are recorded when title and risk of loss transfer to the customer (generally at the time of loading on truck or ship).  Sales of concentrates are recorded using estimated forward prices for the anticipated month of settlement applied to our estimate of payable metal quantities contained in each shipment.  Sales are recorded net of estimated treatment and refining charges, which are also impacted by changes in metals prices and quantities of contained metals.  We estimate the forward prices at which sales of our concentrates will be settled due to the time elapsed between shipment and final settlement with the smelter.  Receivables for previously recorded concentrate sales are adjusted to reflect estimated forward metals prices at the end of each period until final settlement by the smelter.  We obtain the forward metals prices used each period from a pricing service.  Changes in metal prices between shipment and final settlement result in changes to revenues previously recorded upon shipment.  The embedded derivative contained in our concentrate sales is adjusted to fair market value through earnings each period prior to final settlement.

 

We useutilize financially-settled forward contracts to manage the exposure to changes in prices of silver, gold, zinc and lead contained in our concentrate shipments that have not reached final settlement.  We also useutilize financially-settled forward contracts to manage the exposure to changes in prices of zinc and lead contained in our forecasted future concentrate shipments. In the third quarter of 2013, we began to also utilize financially-settled forward contracts to manage the exposure to changes in prices of silver and gold in our concentrate shipments (seeNote 11 for more information). These contracts do not qualify for hedge accounting, and are marked-to-market through earnings each period.  The fair value of each contract represents the present value of the difference between the forward metal price for the contract settlement period as of the measurement date and the contract settlement metal price.price, multiplied by the quantity of metal involved in the contract.

 

Our senior notesSenior Notes issued in April 2013, which were recorded at their carrying value of$490.4 $491.0 million,, net of unamortized initial purchaser discount atSeptember 30, 2013, March 31, 2014, had a fair value of $476.3$488.8 million atSeptember 30, 2013. Third-party quotes, March 31, 2014. Quoted market prices, which we consider to be Level 21 inputs, are utilized to estimate fair values of the senior notes.Notes. In January 2014, we completed an exchange offer to register the Notes under the Securities Act, with 99.99% of the Notes tendered for exchange. Prior to completion of the exchange offer, the fair value of the Notes was estimated using third-party quotes which we considered to be Level 2 inputs. SeeNote 9 for more information.

  

 

 

Note 13. Acquisition of Aurizon Mines Ltd.Asset Retirement Obligations

 

On June 1, 2013, Hecla and Aurizon consummated the Acquisition Agreement pursuant to which Hecla acquired all of the issued and outstanding common shares of Aurizon for consideration valued at US$4.32 (CAD$4.47) per share (the "Acquisition"). Under the terms of the Acquisition, each holder of Aurizon common shares (a “Shareholder”) had the option of electing to receive either CAD$4.75 in cash (the “Cash Alternative”) or 0.9953 ofBelow is a Hecla share (the “Share Alternative”) per Aurizon share, subject in each case to proration. Each Shareholder received CAD$3.11 (US$3.00) in cash and 0.3442 of a Hecla share for each Aurizon share, with limited exceptions in which certain shareholders received 100% of their consideration in Hecla shares. Aurizon had 164,838,377 issued and outstanding common shares immediately prior to consummation of the Acquisition. An additional 747,132 Aurizon common shares were issued immediately prior to consummation of the Acquisition related to the conversion of in-the-money Aurizon stock options, resulting in a total of 165,585,509 issued and outstanding Aurizon common shares at the time of consummation of the Acquisition. Consideration transferred to consummate the Acquisition was comprised of cash paid by Hecla of CAD$514.5 million (US$496.4 million) and issuance of 56,997,790 shares of Hecla common stock valued at CAD$226.3 (US$218.3 million) for total consideration of CAD$740.8 million (US$714.5 million)based on the US$ to CAD$ exchange rate of 0.9645 at the time of consummation. The value of Hecla stock issued as consideration was based upon the closing price at the time of consummation of CAD$3.97 (US$3.83) per share.

The cash portion of the Acquisition was primarily funded by the issuance of senior notes in April 2013 for net proceeds of $490 million. SeeNote 9 for more information.

On August 23, 2013, Aurizon transferred its jurisdiction of incorporation by continuing from British Columbia to the Canadian federal jurisdiction. Aurizon is now governed by theCanadian Business Corporations Act. Concurrently with the continuation, Aurizon changed its name to Hecla Quebec Inc.

The following summarizes the preliminary allocation of purchase price to the fair value of assets acquired and liabilities assumedreconciliation as of the date of acquisitionMarch 31, 2014 and December 31, 2013 (in thousands):


Consideration:

    

Cash payments

 $496,211 

Hecla stock issued (56,997,790 shares at $3.83 per share)

  218,302 

Total consideration

 $714,513 
     

Fair value of net assets acquired:

    

Assets:

    

Cash

 $177,587 

Accounts receivable

  14,307 

Inventory - bullion and stockpiled ore

  8,090 

Inventory - supplies

  5,704 

Other current assets

  7,036 

Properties, plants, equipment and mineral interests, net

  715,391 

Non-current restricted cash and investments

  4,471 

Other non-current assets

  795 

Total assets

  933,381 

Liabilities:

    

Accounts payable

  22,227 

Accrued payroll and related benefits

  7,613 

Accrued taxes

  509 

Non-current deferred tax liability

  177,016 

Non-current reclamation

  11,113 

Other non-current liabilities

  390 

Total liabilities

  218,868 

Net assets

 $714,513 

The $715.4 million fair value for "Property, plants, equipment, and mineral interests, net" is comprised of $11.1 million for the asset retirement obligations ("ARO") relating to our operating properties. These ARO balances are included in our total accrued reclamation and closure costs of $114.0 million and $105.2 million as of March 31, 2014 and December 31, 2013, respectively. Our accrued reclamation and closure cost balances include AROs and estimated liabilities for settlement obligations and contingencies for environmental matters and reclamation costs at idle properties. Our ARO balances represent the present value of estimated future costs of reclamation and closure activities at our operating properties. The estimated reclamation and closure costs were discounted using credit adjusted, risk-free interest rates ranging from 4% to 7% from the time we incurred the obligation asset, $127.8 million for plant and equipment, and $576.5 million for development, value beyond proven and probable reserves, and other mineral interests.to the time we expect to pay the retirement obligation.

 

The unaudited pro forma financial information below represents

  

2014

  

2013

 

Balance, January 1

 $43,244  $34,325 

Changes in obligations due to changes in reclamation plans

  8,210    

Addition due to acquisition of the Casa Berardi unit

     7,998 

Accretion expense

  682   1,958 

Payment of reclamation obligations

  (28

)

  (1,037

)

Balance, end of period

 $52,108  $43,244 

In the combined resultsfourth quarter of 2012, we updated our operations as ifARO at Greens Creek to reflect a preliminary revised reclamation and closure plan having estimated undiscounted costs of approximately $73.9 million, an increase from the Acquisition had occurred$53.4 million in the previous plan. A Record of Decision was completed in late 2013 for proposed expansion of tailings capacity. In addition, in early 2014 we were engaged in negotiations with the U.S. Forest Service and state agencies on their proposed revisions to our previously-submitted reclamation and closure plan. In the first quarter of 2014, we updated our ARO at Greens Creek to reflect a revised reclamation and closure plan having estimated undiscounted costs of approximately $102.7 million, an increase from the beginning$73.9 million in the previous plan, resulting in an increase to the ARO asset and liability of $8.0 million after discounting the estimated costs to present value. As part of the periods presented.revised closure plan, we will be required to increase our $30 million reclamation bond and are currently evaluating bonding options. The amounts below for the three-month period ended September 30,2013 represent the actual results forincrease in required bonding will be a material amount, and there can be no assurance that period. Theunaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the periods presented, nor is it indicative of future operating results.

  

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

(in thousands, except per share amounts)

 

2013

 

2012

 

2013

 

2012

Sales of products

 

$

106,629

  

$

131,903

  

$

344,575

  

$

406,963

 

Net income (loss)

 

(8,458

)

 

(3,348

)

 

(6,631

)

 

18,661

 

Income (loss) applicable to common shareholders

 

(8,596

)

 

(3,486

)

 

(7,045

)

 

18,247

 

Basic and diluted income (loss) per common share

 

(0.03

)

 

(0.01

)

 

(0.02

)

 

0.05

 

The pro forma financial information includes adjustmentsthis bonding capacity will be available to reflect the depreciation and amortization of assets acquired, an estimate of interest expense related to the senior notes that would have been incurred, and the issuance of Hecla stock as consideration in the acquisition.us.


 

Note 14.   Guarantor Subsidiaries

 

Presented below are theHecla Mining Company’s condensed consolidating financial statements as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended, resulting from the guarantees by certain of the Company'sour subsidiaries (the "Guarantors") of the $500 million aggregate principal amount of the Company's senior notes due on May 1, 2021 (the "Notes", seeNotes (seeNote 9 for more information). The Guarantors consist of the following of the Company'sour 100%-owned subsidiaries: Hecla Limited; Silver Hunter Mining Company; Rio Grande Silver, Inc.; RHL Holdings, Inc.; Hecla MC Subsidiary, LLC; Hecla Silver Valley, Inc.; Burke Trading, Inc.; Hecla Alaska LLC; Hecla Greens Creek Mining Company; Hecla Admiralty Company; and Hecla Juneau Mining Company. The CompanyWe completed the offering of the Notes on April 21, 2013.12, 2013, and a related exchange offer for virtually identical notes registered with the SEC on January 3, 2014.

 

The unaudited interim condensed consolidating financial statements below have been prepared from the Company’sour financial information on the same basis of accounting as the unaudited interim consolidated financial statements. Investments in the subsidiaries are accounted for under the equity method. Accordingly, the entries necessary to consolidate theHecla Mining Company and the Guarantors are reflected in the intercompany eliminations column. In the course of preparing consolidated financial statements, we eliminate the effects of various transactions conducted between our subsidiaries. While valid at an individual subsidiary level, such activities are eliminated in consolidation because, when taken as a whole, they do not represent business activity with third-party customers, vendors, and other parties. Examples of such eliminations include the following.following:

 

 

Investments in subsidiaries. The acquisition of a company results in an investment on the records of the parent company and a contribution of capital on the records of the subsidiary. Such investments and capital contributions are eliminated in consolidation.

 

 

Capital contributions. Other of our subsidiaries do not generate cash flow, and their cash requirements are routinely met with inter-company advances from their parent companies. On an annual basis, the boards of directors of such parent companies declare contributions of capital to their subsidiary companies, which increase the parent's investment and the subsidiaries' additional paid-in capital. In consolidation, investments in subsidiaries and related additional paid-in capital are eliminated.


 

 

Deferred taxes. Our ability to realize deferred tax assets and liabilities is considered on a consolidated basis for subsidiaries within the United States, with all subsidiaries' estimated future taxable income contributing to the ability to realize all such assets and liabilities. However, when our subsidiaries are viewed independently, we use theseparate return method to assess the realizability of each subsidiary's deferred tax assets and whether a valuation allowance is required against such deferred tax assets. In some instances, a parent company or subsidiary may possess deferred tax assets whose realization depends on the future taxable incomes of other subsidiaries on a consolidated-return basis, but would not be considered realizable if such parent or subsidiary filed on a separate stand-alone basis. In such a situation, a valuation allowance is assessed on that subsidiary's deferred tax assets, with the resulting adjustment reported in theeliminations column of the guarantor and parent's financial statements, as is the case in the financial statements set forth below. Theseparate return method can result in significant eliminations of deferred tax assets and liabilities and related income tax provisions and benefits. Non-current deferred tax asset balances are included in other non-current assets on the condensed consolidating balance sheets and make up a large portion of that item, particularly for the guarantor balances.

 


Separate financial statements of the subsidiary guarantors are not presented because the guarantees by the guarantors are joint and several and full and unconditional, except for certain customary release provisions. These release provisions include: (1) the sale or disposal of all or substantially all of the assets of the guarantor; (2) the sale or other disposition of the capital stock of the guarantor; (3) the guarantor is designated as an unrestricted entity in accordance with the applicable provisions of the indenture; (4) the company ceases to be a borrower as defined in the indenture; and (5) upon legal or covenant defeasance or satisfaction and discharge of the indenture.

 

Condensed Consolidating Balance Sheets

 

As of September 30, 2013

  As of March 31, 2014 
 

Parent

  

Guarantor

  

Non-Guarantor

  

Eliminations

  

Consolidated

  Parent  Guarantors  Non-Guarantors  Eliminations  Consolidated 
 

(in thousands)

  (in thousands) 

Assets

                                        
                    

Cash and cash equivalents

 $116,255  $29,864  $91,717  $  $237,836  137,252  43,399  26,991    207,642 

Other current assets

  11,317   103,839   34,650   2,244   152,050   9,706   78,346   41,867   (5,290

)

  124,629 

Properties, plants, and equipment - net

  498   1,041,328   734,728      1,776,554   1,069   1,061,211   743,352      1,805,632 

Intercompany receivable (payable)

  540,038   (120,727

)

  (570,606

)

  151,295      508,911   (111,937

)

  (453,843

)

  56,869    

Investments in subsidiaries

  1,196,577         (1,196,577

)

     1,235,581         (1,235,581

)

   

Other non-current assets

  11,894   163,073   12,658   (85,053

)

  102,572   8,742   166,027   15,192   (77,583

)

  112,378 
                    

Total assets

 $1,876,579  $1,217,377  $303,147  $(1,128,091

)

 $2,269,012  $1,901,261  $1,237,046  $373,559  $(1,261,585

)

 $2,250,281 

Liabilities and Shareholders' Equity

                    
                    

Liabilities and Stockholders' Equity

                    
                    

Current liabilities

 $27,973  $144,897  $18,028  $(12,994

)

 $177,904  $35,021  $109,246  $20,966  $(13,673

)

 $151,560 

Long-term debt

  490,417   12,559   44      503,020   491,043   14,077   34      505,154 

Non-current portion of accrued reclamation

     38,061   11,801      49,862      47,061   8,292      55,353 

Non-current deferred tax liability

     14,124   77,016   80,120   171,260      12,331   159,890   (12,331  159,890 

Other non-current liabilities

  30,403   8,033   744      39,180   31,735   4,216   (1,089

)

     34,862 

Shareholders' equity

  1,327,786   999,703   195,514   (1,195,217

)

  1,327,786 

Total liabilities and shareholders' equity

 $1,876,579  $1,217,377  $303,147  $(1,128,091

)

 $2,269,012 

Stockholders' equity

  1,343,462   1,050,115   185,466   (1,235,581

)

  1,343,462 
                    

Total liabilities and stockholders' equity

 $1,901,261  $1,237,046  $373,559  $(1,261,585

)

 $2,250,281 

  

 

 

 

As of December 31, 2012

   As of December 31, 2013 
 

Parent

  

Guarantor

  

Non-Guarantor

  

Eliminations

  

Consolidated

   Parent   Guarantors   Non-Guarantors   Eliminations   Consolidated 
 

(in thousands)

   (in thousands) 

Assets

                                        
                    

Cash and cash equivalents

 $132,266  $57,075  $1,643  $  $190,984  126,271  40,009  45,895    212,175 

Other current assets

  7,399   65,658   766   18,091   91,914   4,795   75,083   33,129   18,453   131,460 

Properties, plants, and equipment - net

     991,476   5,183      996,659   803   1,052,102   738,696      1,791,601 

Intercompany receivable (payable)

  113,234   (64,893

)

  (74,450

)

  26,109      547,074   (131,599

)

  (464,634

)

  49,159    

Investments in subsidiaries

  918,526         (918,526

)

     1,176,293         (1,176,293

)

   

Other non-current assets

  3,059   164,913   7,600   (76,839

)

  98,733   5,248   164,563   11,115   (84,043

)

  96,883 
                    

Total assets

 $1,174,484  $1,214,229  $(59,258

)

 $(951,165

)

 $1,378,290  $1,860,484  $1,200,158  $364,201  $(1,192,724

)

 $2,232,119 

Liabilities and Shareholders' Equity

                    
                    

Liabilities and Stockholders' Equity

                    
                    

Current liabilities

 $3,726  $121,221  $1,016  $(30,976

)

 $94,987  $10,058  $117,421  $24,000  $  $151,479 

Long-term debt

     11,875   60      11,935   490,726   14,292   40      505,058 

Non-current portion of accrued reclamation

     92,825   545      93,370      38,426   8,340      46,766 

Non-current deferred tax liability

     16,431   164,861   (16,431

)

  164,861 

Other non-current liabilities

  32,807   8,651   252   (1,663

)

  40,047   33,281   4,043   212      37,536 

Shareholders' equity

  1,137,951   979,657   (61,131

)

  (918,526

)

  1,137,951 

Total liabilities and shareholders' equity

 $1,174,484  $1,214,229  $(59,258

)

 $(951,165

)

 $1,378,290 

Stockholders' equity

  1,326,419   1,009,545   166,748   (1,176,293

)

  1,326,419 
                    

Total liabilities and stockholders' equity

 $1,860,484  $1,200,158  $364,201  $(1,192,724

)

 $2,232,119 

 

 

 

Condensed Consolidating Statements of Operations

 

 

Three Months Ended September 30, 2013

  

Three Months Ended March 31, 2014

 
 

Parent

  

Guarantor

  

Non-Guarantor

  

Eliminations

  

Consolidated

  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
 

(in thousands)

  

(in thousands)

 

Revenues

 $(2,447

)

 $81,687  $27,389  $  $106,629  $(19

)

 $83,710  $42,096  $  $125,787 

Cost of sales

     (45,342

)

  (21,595

)

     (66,937

)

     (49,933

)

  (27,808

)

     (77,741

)

Depreciation, depletion, amortization

     (15,736

)

  (3,270

)

     (19,006

)

     (17,221

)

  (8,582

)

     (25,803

)

General and administrative

  (3,550

)

  (3,636

)

  (534

)

     (7,720

)

  (4,630

)

  (3,008

)

  (303

)

     (7,941

)

Exploration and pre-development

  (42

)

  (6,551

)

  (2,648

)

     (9,241

)

  (44

)

  (958

)

  (3,567

)

     (4,569

)

Gain/(loss) on derivative contracts

  (4,564

)

           (4,564

)

Aurizon acquisition costs

  (268

)

     (500

)

     (768

)

Equity in loss of subsidiaries

  82,896         (82,896

)

   

Gain on derivative contracts

  9,452            9,452 

Equity in earnings of subsidiaries

  17,703         (17,703

)

   

Other (expense) income

  (80,483

)

  (811

)

  (15,800

)

  87,701   (9,393

)

  (10,821

)

  408   9,955   (3,303  (3,761

)

                    

Income (loss) before income taxes

  (8,458

)

  9,611   (16,958

)

  4,805   (11,000

)

  11,641   12,998   11,791   (21,006

)

  15,424 

(Provision) benefit from income taxes

     (3,795

)

  92,351   (86,014

)

  2,542      (2,886

)

  (4,200  (3,303

)

  (3,783

)

                    

Net income (loss)

  (8,458

)

  5,816   75,393   (81,209

)

  (8,458

)

  11,641   10,112   7,591   (17,703

)

  11,641 

Preferred stock dividends

  (138

)

           (138

)

  (138

)

           (138

)

Income (loss) applicable to common shareholders

  (8,596

)

  5,816   75,393   (81,209

)

  (8,596

)

                    

Income (loss) applicable to common stockholders

  11,503   10,112   7,591   (17,703

)

  11,503 
                    

Net income (loss)

  (8,458

)

  5,816   75,393   (81,209

)

  (8,458

)

  11,641   10,112   7,591   (17,703

)

  11,641 

Changes in comprehensive income (loss)

  2,489   (5,078

)

  (1,079

)

  6,157   2,489   1,350   57   1,316   (1,373

)

  1,350 
                    

Comprehensive income (loss)

 $(5,969

)

 $738  $74,314  $(75,052

)

 $(5,969

)

 $12,991  $10,169  $8,907  $(19,076

)

 $12,991 

 


  

Nine Months Ended September 30, 2013

 
  

Parent

  

Guarantor

  

Non-Guarantor

  

Eliminations

  

Consolidated

 
  

(in thousands)

 

Revenues

 $338  $230,562  $37,509  $  $268,409 

Cost of sales

     (133,944

)

  (29,826

)

     (163,770

)

Depreciation, depletion, amortization

     (46,630

)

  (6,594

)

     (53,224

)

General and administrative

  (11,015

)

  (10,183

)

  (943

)

     (22,141

)

Exploration and pre-development

  (459

)

  (23,299

)

  (7,500

)

     (31,258

)

Gain/(loss) on derivative contracts

  23,516            23,516 

Aurizon acquisition costs

  (14,416

)

      (11,952

)

      (26,368

)

Equity in earnings of subsidiaries

  68,198         (68,198

)

    

Other (expense) income

  (88,384

)

  1,132   (19,757

)

  87,701   (19,308

)

Income (loss) before income taxes

  (22,222

)

  17,638   (39,063

)

  19,503   (24,144

)

(Provision) benefit from income taxes

     (9,049

)

  98,672   (87,701

)

  1,922 

Net income (loss)

  (22,222

)

  8,589   59,609   (68,198

)

  (22,222

)

Preferred stock dividends

  (414

)

           (414

)

Income (loss) applicable to common shareholders

  (22,636

)

  8,589   59,609   (68,198

)

  (22,636

)

Net income (loss)

  (22,222

)

  8,589   59,609   (68,198

)

  (22,222

)

Changes in comprehensive income (loss)

  (2,286

)

  (1,248

)

  (4,909

)

  6,157   (2,286

)

Comprehensive income (loss)

 $(24,508

)

 $7,341  $54,700  $(62,041

)

 $(24,508

)


  

Three Months Ended September 30, 2012

 
  

Parent

  

Guarantor

  

Non-Guarantor

  

Eliminations

  

Consolidated

 
  

(in thousands)

 

Revenues

 $(1,758

)

 $83,629  $  $  $81,871 

Cost of sales

     (32,961

)

        (32,961

)

Depreciation, depletion, amortization

     (11,601

)

        (11,601

)

General and administrative

  (2,968

)

  (2,658

)

  (69

)

     (5,695

)

Exploration and pre-development

  (727

)

  (14,081

)

  (2,323

)

     (17,131

)

Gain on derivative contracts

  (9,053

)

           (9,053

)

Closed operations

     2,692   1,721      4,413 

Equity in earnings of subsidiaries

  4,619         (4,619

)

   

Other expense

  9,002   (7,187

)

  (2,735

)

  (9,794

)

  (10,714

)

Income (loss) before income taxes

  (885

)

  17,833   (3,406

)

  (14,413

)

  (871

)

(Provision) benefit from income taxes

     (9,808

)

     9,794   (14

)

Net income (loss)

  (885

)

  8,025   (3,406

)

  (4,619

)

  (885

)

Preferred stock dividends

  (138

)

           (138

)

Income (loss) applicable to common shareholders

  (1,023

)

  8,025   (3,406

)

  (4,619

)

  (1,023

)

Net income (loss)

  (885

)

  8,025   (3,406

)

  (4,619

)

  (885

)

Changes in comprehensive income (loss)

  3,085   226   2,859   (3,085

)

  3,085 

Comprehensive income (loss)

 $2,200  $8,251  $(547

)

 $(7,704

)

 $2,200 


 

Nine Months Ended September 30, 2012

  

Three Months Ended March 31, 2013

 
 

Parent

  

Guarantor

  

Non-Guarantor

  

Eliminations

  

Consolidated

  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
 

(in thousands)

  

(in thousands)

 

Revenues

 $(1,880

)

 $241,923  $  $  $240,043  $2,413  $74,037  $  $  $76,450 

Cost of sales

     (99,423

)

        (99,423

)

     (36,825

)

        (36,825

)

Depreciation, depletion, amortization

     (31,141

)

        (31,141

)

     (14,007

)

        (14,007

)

General and administrative

  (8,632

)

  (6,906

)

  (185

)

     (15,723

)

  (3,472

)

  (3,410

)

  (57

)

     (6,939

)

Exploration and pre-development

  (1,128

)

  (29,123

)

  (6,474

)

     (36,725

)

  (164

)

  (8,195

)

  (2,925

)

     (11,284

)

Gain/(loss) on derivative contracts

  (8,113

)

           (8,113

)

Closed operations

               

Loss on derivative contracts

  21,539            21,539 

Equity in earnings of subsidiaries

  18,466         (18,466

)

      (1,073

)

        1,073    

Other (expense) income

  15,498   (20,456

)

  (4,161

)

  (17,566

)

  (26,685

)

  (8,149

)

  (3,122

)

  (1,104

)

  1,950   (10,425

)

                    

Income (loss) before income taxes

  14,211   54,874   (10,820

)

  (36,032

)

  22,233   11,094   8,478   (4,086

)

  3,023   18,509 

(Provision) benefit from income taxes

     (25,588

)

     17,566   (8,022

)

     (5,465

)

     (1,950

)

  (7,415

)

                    

Net income (loss)

  14,211   29,286   (10,820

)

  (18,466

)

  14,211   11,094   3,013   (4,086

)

  1,073   11,094 

Preferred stock dividends

  (414

)

           (414

)

  (138

)

           (138

)

Income (loss) applicable to common shareholders

  13,797   29,286   (10,820

)

  (18,466

)

  13,797 
                    

Income (loss) applicable to common stockholders

  10,956   3,013   (4,086

)

  1,073   10,956 
                    

Net income (loss)

  14,211   29,286   (10,820

)

  (18,466

)

  14,211   11,094   3,013   (4,086

)

  1,073   11,094 

Changes in comprehensive income (loss)

  2,280   (909

)

  2,729   (1,820

)

  2,280   (2,831

)

  (427

)

  (2,405

)

  2,832   (2,831

)

                    

Comprehensive income (loss)

 $16,491  $28,377  $(8,091

)

 $(20,286

)

 $16,491  $8,263  $2,586  $(6,491

)

 $3,905  $8,263 

  

 

 

Condensed Consolidating Statements of Cash Flows

 

 

Nine Months Ended September 30, 2013

  

Three Months Ended March 31, 2014

 
 

Parent

  

Guarantor

  

Non-Guarantor

  

Eliminations

  

Consolidated

  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
                     

(in thousands)

 

Cash flows from operating activities

 $(7,020

)

 $57,833  $(45,733

)

     $5,080  $31,570  $23,937  $(1,509 $(23,615

)

 $30,383 
                    

Cash flows from investing activities:

                                       

Additions to properties, plants, and equipment

  (1,169

)

  (88,807

)

  (22,830

)

      (112,806

)

  (383

)

  (13,628

)

  (12,856

)

     (26,867

)

Acquisition of Aurizon Mines

  (498,705

)

      177,588       (321,117

)

Other investing activities, net

     103   (3,979

)

     (3,876

)

  (2,570

)

  (57

)

  (2,428

)

  2,570   (2,485

)

                    

Cash flows from financing activities:

                                       

Dividends paid to shareholders

  (5,548

)

            (5,548

)

Dividends paid to stockholders

  (995

)

           (995

)

Borrowings on debt

  490,000             490,000   (316

)

  316          

Proceeds from (payments on) debt

     (5,171

)

         (5,171

)

Other financing activity, net

  6,431   7,936   (15,897

)

     (1,530

)

Effect of exchange rates on cash

        1,820      1,820 

Payments on debt

  312   (2,715

)

        (2,403

)

Other financing activity

  (16,637

)

  (4,463

)

  (413

)

  21,045   (468

)

                    

Effect of exchange rate changes on cash

        (1,698

)

     (1,698

)

                    

Changes in cash and cash equivalents

  (16,011

)

  (28,106

)

  90,969      46,852   10,981   3,390   (18,904

)

     (4,533

)

Beginning cash and cash equivalents

  132,266   57,970   748       190,984   126,271   40,009   45,895      212,175 
                    

Ending cash and cash equivalents

 $116,255  $29,864  $91,717  $  $237,836  $137,252  $43,399  $26,991  $  $207,642 

 

 

Nine Months Ended September 30, 2012

  

Three Months Ended March 31, 2013

 
 

Parent

  

Guarantor

  

Non-Guarantor

  

Eliminations

  

Consolidated

  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
 

(in thousands)

  

(in thousands)

 

Cash flows from operating activities

 $36,246  $38,749  $(6,436

)

 $(2,071

)

 $66,488  $(10,799

)

 $26,096  $(3,937

)

 $  $11,360 
                    

Cash flows from investing activities:

                                       

Additions to properties, plants, and equipment

  (519

)

  (80,313

)

  (486

)

      (81,318

)

     (25,753

)

        (25,753

)

Acquisition of Aurizon Mines

                 

Other investing activities, net

  (45,528

)

  3,403   (5,920

)

  45,528   (2,517

)

  (140

)

  250   (2,558

)

     (2,448

)

                    

Cash flows from financing activities:

                                       

Dividends paid to shareholders

  (11,114

)

            (11,114

)

Borrowings on debt

                

Proceeds from (payments on) debt

     (4,554

)

  (7

)

      (4,561

)

Other financing activity, net

  46,135   (17,312

)

  13,387   (43,457

)

  (1,247

)

Dividends paid to stockholders

  (138

)

           (138

)

Payments on debt

     (1,534

)

  (6

)

     (1,540

)

Other financing activity

  (1,910

)

  (8,073

)

  6,132      (3,851

)

                    

Changes in cash and cash equivalents

  25,220   (60,027

)

  538       (34,269

)

  (12,987

)

  (9,014

)

  (369

)

     (22,370

)

Beginning cash and cash equivalents

  97,850   168,433   180       266,463   132,266   57,075   1,643      190,984 
                    

Ending cash and cash equivalents

 $123,070  $108,406  $718      $232,194  119,279  48,061  1,274    168,614 

   

 

 

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Certain statements contained in this Form 10-Q, including in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosure About Market Risk, 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, results of litigation, prospects and opportunities, including reserves and other mineralization. We have tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “feel,” “plan,” “estimate,” “project,” “forecast” 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.

 

These risks, uncertainties and other factors include, but are not limited to, those set forth under Part I, Item 1A – Business – Risk Factors in our annual report filed on Form 10-K for the year ended December 31, 2012, as updated in Part II – Other Information, Item 1A. Risk Factors in our quarterly report on Form 10-Q for the periods ended March 31, 2013 and June 30, 2013. 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.

 

 

Overview

 

Hecla Mining Company and its subsidiaries have provided precious and base metals to the U.S. and worldwide since 1891. We discover, acquire, develop, and produce silver, gold, lead and zinc.

 

We produce lead, zinc and bulk concentrates, which we marketsell to custom smelters, and unrefined bullion bars (doré) containing gold and silver, which are further refined before sale to precious metals traders.  We are organized and managed ininto three segments that encompass our operating units:  the Greens Creek, Lucky Friday, and Casa Berardi units.Berardi. The map below shows the locations of our operating units and our exploration and pre-development projects, as well as our corporate offices located in Coeur d'Alene, Idaho and Vancouver, British Columbia.

 

 

 

 

Our current business strategy is to focus our financial and human resources in the following areas:

 

operating our properties safely, in an environmentally responsible manner, and cost-effectively;

fully integratingoptimizing and improving operations at our Casa Berardi unit, which, along with other mineral interests, was obtained as a result of the acquisition of Hecla Quebec Inc., formerly known as Aurizon Mines Ltd. ("Aurizon"), which gave us ownership of the Casa Berardi mine and other mineral interests; as discussed further below;

expanding our reserves and production capacity at our operating properties;

maintaining and investing in exploration and pre-development projects in the vicinities of five mining districts we believe to be under-explored and under-invested: North Idaho's Silver Valley in the historic Coeur d'Alene Mining District; our Greens Creek unit on Alaska's Admiralty Island located near Juneau; the silver-producing district near Durango, Mexico; the Creede district of Southwestern Colorado; and the Abitibi region of north-western Quebec, Canada; and the Creede district of Southwestern Colorado; and

continuing to seek opportunities to acquire and invest in mining properties and companies. Examples include our acquisition of Aurizon and the Monte Cristo property in Nevada and investments in Dolly Varden Silver Corporation, Canamex Resources Corp., Brixton Metals Corporation, and Typhoon Exploration Inc. in 21022012 and 2013, and the acquisition of Aurizon discussed further below.2013.

 

A number of key factors may impact the execution of our strategy, including:including regulatory issues our ability to integrate the acquisition of Aurizon, and metals prices. Metals prices can be very volatile. As discussed in theCritical Accounting Estimates section below, metals prices are influenced by a number of factors beyond our control. Average market prices of silver, gold, and goldlead in the firstnine three months of 20132014 were lower than their levels from the comparable period last year, while average prices for lead were higher and zinc prices were substantially the same compared to the first quarter of 2013, as illustrated by the table inResults of Operations below. While weWe believe current global economic and industrial trends could result in growing demand growth for the metals we produce,produce. However, prices have been volatile over the last five years and there can be no assurance that current prices will continue.

 

 

 

On June 1, 2013, we completed the acquisition of all of the issued and outstanding common shares of Aurizon for total consideration of CAD$740.8 million (US$714.5 million). SeeNote 13 ofNotes to Condensed Consolidated Financial Statements (Unaudited) for more information. The acquisition givesgave us 100% ownership of the producing Casa Berardi gold mine, along with interests in various gold exploration properties in the Abitibi region of north-western Quebec, Canada. The acquisition is expected tohas significantly increaseincreased our annual gold production and gives us ownership of an operating gold mine with significant gold reserves, and provides access to a large land package with known mineralization. WeNonetheless, we are faced with the challenge of integratingcontinuing the acquisitionintegration of, and the operating responsibility for, Casa Berardi and other Aurizon projects. In addition, as further discussed inItem 3. Quantitative and Qualitative Disclosures About Market Riskin our Form 10-Q for the period ended June 30, 2013,, the acquisition has increased our exposure to risks associated with exchange fluctuations between the U.S. dollar and Canadian dollar. The acquisition was partially funded by $490 million in net proceeds from our issuance of senior notesSenior Notes in April 2013 (seeNote 9 ofNotes to Condensed Consolidated Financial Statements (Unaudited)).As discussed in theFinancial Liquidity and Capital Resourcessection below, we believe that we will be able to meet the obligations associated with the acquisition of Aurizon and additional debt; however, a number of factors could impact our ability to meet the debt obligations and fund our other projects.

 

WeAs further discussed in theLucky Friday Segmentsection below, we are also in the process of constructing an internal shaft at the Lucky Friday mine (“#4 Shaft”), which, we believe, couldwill significantly increase production and extend the life of the mine.  The #4 Shaft project will involve significant additional capital costs during the periods leading up to its expected completion date in 2016. Although we believe that our current capital resources will allow us to complete the #4 Shaft project, there are a number of factors that could affect its completion.

 

We strive to achieve excellent mine safety and health performance. We seek to implement this goal by: training employees in safe work practices; establishing, following and improving safety standards; investigating accidents, incidents and losses to avoid recurrence; involving employees in the establishment of safety standards; and participating in the National Mining Association'sCORESafety program. We attempt to implement reasonable best practices with respect to mine safety and emergency preparedness. SeePart I, Item 1A. Risk Factors of our annual report filed on Form 10-K for the year ended December 31, 2012, as updated by2013 and thePart II, Item 1A. Risk FactorsLucky Friday Segment in our Form 10-Q for the period ended March 31, 2013,section below for information on accidents and other events that impacted operations at our Lucky Friday unit. We work with the Mine Safety and Health Administration ("MSHA") to address issues outlined in the investigations of these incidents and continue to evaluate our safety practices.

 

OneAnother challenge we continually face is the risk associated with environmental litigation and ongoing reclamation activities. As described inPart I, Item 1A. Risk Factors of our annual report filed on Form 10-K for the year ended December 31, 2012, as updated byPart II, Item 1A. Risk Factors in our quarterly report on Form 10-Q for the period ended March 31, 2013 andNote 4 ofNotes to Condensed Consolidated Financial Statements (Unaudited), it is possible that our estimate of these liabilities (and our ability to estimate liabilities in general) may change in the future, affecting our strategic plans.  We are involved in various environmental legal matters and there can bewith no assurance that the estimate of our environmental liabilities, liquidity needs, or strategic plans will not be significantly impacted as a result of these matters or new matters that may arise. We strive to ensure that our activities are conducted in compliance with applicable laws and regulations and attempt to resolve environmental litigation.litigation on as favorable terms as possible.

 

 

Results of Operations

 

Sales of products by metal for the three-three-month periods ended March 31, 2014 and nine-month periods endedSeptember 30, 2013 and 2012 were as follows:

 

 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

  

Three Months Ended
March 31,

 

(in thousands)

 

2013

  

2012

  

2013

  

2012

  

2014

  

2013

 

Silver

 $44,945  $46,584  $128,595  $129,471  $43,883  $45,995 

Gold

  42,225   17,882   85,831   54,928   57,085   16,186 

Lead

  13,113   7,537   35,342   22,178   14,858   9,303 

Zinc

  19,350   22,104   55,067   69,110   24,277   14,965 

Less: Smelter and refining charges

  (13,004

)

  (12,236

)

  (36,426

)

  (35,644

)

  (14,316

)

  (9,999

)

Sales of products

 $106,629  $81,871  $268,409  $240,043  $125,787  $76,450 


 

For the thirdfirst quarter and first nine months of 2013, respectively,2014, we recorded lossesincome applicable to common shareholdersstockholders of$8.6 $11.5 million ($ ($0.03 per basic common share) and$22.6 million ($0.07 per basic common share), compared to a loss applicable to common shareholders of$1.0$11.0 million ($0.00 ($0.04 per basic common share) and incomeduring the first quarter of$13.8 million ($0.05 per basic common share) for the third quarter and first nine months of 2012, respectively. 2013. The following factors led to the results for the third quarter and first ninethree months of 20132014 compared to the same periodsperiod in 2012:2013:


 

Decreased average silver, gold, and goldlead prices for the thirdfirst quarter and first nine months of 20132014 compared to the same periodsperiod in 2012. However, average lead prices for the 2013 periods were higher than in 2012, and average2013. Average zinc prices were substantially the same. These price variances are illustratedsame compared to the same period in the table below.prior year.

 

  

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

   

Three months ended March 31,

  

2013

  

2012

  

2013

  

2012

   

2014

  

2013

  

Silver –

London PM Fix ($/ounce)

 $21.37  $29.91  $24.85  $30.65 

London PM Fix ($/ounce)

 $20.49  $30.08  

Realized price per ounce

 $22.22  $35.00  $21.68  $33.27 

Realized price per ounce

 $20.04  $28.86  

Gold –

London PM Fix ($/ounce)

 $1,327  $1,655  $1,457  $1,652 

London PM Fix ($/ounce)

 $1,294  $1,630  

Realized price per ounce

 $1,335  $1,754  $1,349  $1,700 

Realized price per ounce

 $1,298  $1,620  

Lead –

LME Final Cash Buyer ($/pound)

 $0.96  $0.90  $0.98  $0.91 

LME Final Cash Buyer ($/pound)

 $0.95  $1.04  

Realized price per pound

 $1.01  $0.94  $0.99  $0.94 

Realized price per pound

 $0.98  $1.07  

Zinc –

LME Final Cash Buyer ($/pound)

 $0.84  $0.86  $0.87  $0.88 

LME Final Cash Buyer ($/pound)

 $0.92  $0.92  

Realized price per pound

 $0.88  $0.90  $0.88  $0.90 

Realized price per pound

 $0.90  $0.93  

 

Average realized prices differ from average market prices primarily because concentrate sales are generally recorded as revenues at the time of shipment at forward prices for the estimated month of settlement, which differ from average market prices.  Due to the time elapsed between shipment of concentrates and final settlement with the smelters, we must estimate the prices at which sales of our metals will be settled.  Previously recorded sales are adjusted to estimated settlement metal prices each period through final settlement.  For the thirdfirst quarter and first nine months of 2013,2014, we recorded net negative adjustments to provisional settlements of$1.7 million and$16.1 million, respectively, compared to net positive price adjustments to provisional settlements of$5.9 $0.7 million in the third quarter of 2012 and compared to net negative price adjustments to provisional settlements of$9.5 $2.7 million in the first nine monthsquarter of 2012.2013. The price adjustments related to zinc and lead contained in our concentrate shipments were largely offset by gains and losses on forward contracts for those metals for the 2013 and 2012 periods.each period. For the 2013 periods,first quarter of 2014, the price adjustments related to silver and gold contained in our concentrate and doré salesshipments were also partially offset by gains and losses on forward contracts for those metals, as we began utilization of forward contracts for those metals in July 2013 (seeNote 11 ofNotes to Condensed Consolidated Financial Statements (Unaudited)for more information).  The gains and losses on these contracts are included in revenues and impact the realized prices for silver, gold, lead and zinc.  Realized prices are calculated by dividing gross revenues for each metal (which include the price adjustments and gains and losses on the forward contracts discussed above) by the payable quantities of each metal included in concentrate and doré shipped during the period.

 

Decreased gross profit at our Greens Creek unit of $19.5 million and $51.4 million, respectively, for the third quarter and first nine months of 2013. We reported a $7.5 million gross loss forin the first nine monthsquarter of 2013 at the Lucky Friday unit due2014 by $16.1 million compared to the restart of the mine, which had been closed for rehabilitation in 2012; however, we reported gross profit at the Lucky Friday unit of $0.4 million in the thirdfirst quarter of 2013. In addition, we recognizedThis was partially offset by increased gross profit at our newly acquiredLucky Friday unit by $7.0 million and gross profit of $5.7 million in the first quarter of 2014 at our Casa Berardi unit of $2.5 million and $1.0 million, respectively, for the third quarter and first nine months ofacquired in June 2013. SeeThe Greens Creek Segment,The Lucky Friday Segment,and the The Casa Berardi Segment sections below.

 

Cost related to the acquisition of AurizonA net gain on base metal derivative contracts of$0.89.5 million andin the first quarter of 2014 compared to a gain of$26.421.5 million duringin the third quarter and first nine monthssame period of 2013.

 

Interest expense, net of amount capitalized, of$7.36.8 million and$14.5 million, respectively, forin the three- and nine- month periods endedSeptember 30, 2013first quarter of 2014 compared to$0.6 $0.7 million and$1.6 million, respectively, for in the same periods in 2012.first quarter of 2013. The increase is due to the issuance of senior notesSenior Notes in April 2013, with the net proceeds used to partially fund the acquisition of Aurizon (seeNotes 9 and13ofNotes to Condensed Consolidated Financial Statements (Unaudited)).

Higher general and administrative costs, which increased by$2.0 million and$6.4 million, respectively, for the three- and nine-month periods due to increased staffing and costs resulting from the acquisition of Aurizon.

Increased provision for closed operations and environmental matters by$2.0 million and$1.3 million, respectively, during the third quarter and first nine months of 2013 compared to the same periods in the prior year due to a $3.0 million insurance settlement receivable recognized in the third quarter of 2012 for claims related to the Coeur d'Alene Basin and various other sites.

Other significant variances affecting the comparison of our income applicable to common stockholders for the first quarter of 2014 to the same period in 2013 were as follows:

Exploration and pre-development expense decreased to $4.6 million in the first quarter of 2014 from $11.3 million in the same period in 2013 as part of a plan to scale down discretionary expenditures to address the recent reduction in metals prices. "Pre-development expense" is defined as costs incurred in the exploration stage that may ultimately benefit production, such as underground ramp development, which are expensed due to the lack of proven and probable reserves.

$5.3 million in costs in the first quarter of 2013 related to the acquisition of Aurizon, which was completed on June 1, 2013.

A net foreign exchange gain in the first quarter of 2014 of $4.1 million versus a net loss of $0.1 million in the same period of 2013, as the acquisition of Aurizon has resulted in increased exposure to exchange fluctuations between the U.S. dollar and Canadian dollar.

 

 

An income tax provision of $3.8 million in the first quarter of 2014 compared to an income tax provision of $7.4 million in the first quarter of 2013, with the variance due to a reduction in the effective tax rate to 25% in the first quarter of 2014 from 40% in the same period of 2013. See theCorporate Matters section below for more information.

 

$6.11.5 million in suspension-related costs at our Lucky Friday unit, including $1.5$0.6 million in depreciation, depletion, and amortization, for the third quarter of 2012, and $18.7 million in suspension-related costs, including $4.6 million in depreciation, depletion, and amortization for the first nine months of 2012. Production was suspended at Lucky Friday during all of 2012, and recommenced in the first quarter of 2013. SeeThe suspension-related costs for the first quarter of 2013 are net of a $1.5 million credit recognized in that period for business interruption insurance proceeds received in April 2013. As discussed further inThe Lucky Friday Segment section for more information onbelow, production resumed at the temporary suspension of production.

Loss of$4.6 million and gain of$23.5 million on base metal derivative contracts for the third quarter and first nine months of 2013, respectively, compared to losses of$9.1 million and$8.1 million for the corresponding 2012 periods. These gains and losses are related to financially-settled forward contracts on forecasted zinc and lead production as part of a risk management program. The gainsLucky Friday in the first nine months of 2013 include $9.7 million in net gains realized on settled contracts and $13.8 million in net unrealized gains on unsettled contracts. The losses in the first nine months of 2012 are the net result of $14.5 million in gains realized on settled contracts and $22.7 million in net unrealized losses on unsettled contracts. SeeItem 3. Quantitative and Qualitative Disclosures About Market Risk - Commodity-Price Risk Management for more information on our derivatives contracts.

Lower combined exploration and pre-development expense by$7.9 million and$5.5 million in the third quarter and first nine months of 2013, respectively, compared to the same periods in 2012, as the result of cost reduction efforts through curtailment of discretionary activities.

Income tax benefits of$2.5 million and$1.9 million in the third quarter and first nine months of 2013, respectively, compared to the $14,000 and$8.0 million income tax provisions recognized in the comparable 2012 periods. The current-year benefits are the result of pre-tax losses in the third quarter and first nine months ofFebruary 2013.  SeeNote 3 ofNotes to Condensed Consolidated Financial Statements (Unaudited) for more information.

 

The Greens Creek Segment

 

The following is a comparison of the operating results and key production statistics of our Greens Creek segment (dollars are in thousands, except for per ton and per ounce amounts):


 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

 

Dollars are in thousands (except per ounce and per ton amounts)

 

Three months ended March 31,

 
 

2013

  

2012

  

2013

  

2012

  

2014

  

2013

 

Sales

 $64,845  $81,871  $207,576  $239,794  $63,596  $72,649 

Cost of sales and other direct production costs

  (33,344

)

  (32,961

)

  (108,619

)

  (99,423

)

  (36,737

)

  (32,032

)

Depreciation, depletion and amortization

  (13,694

)

  (11,601

)

  (41,116

)

  (31,141

)

  (15,026

)

  (12,679

)

Gross profit

 $17,807  $37,309  $57,841  $109,230  $11,833  $27,938 

Tons of ore milled

  190,437   210,802   600,015   573,750   202,715   197,823 

Production:

                        

Silver (ounces)

  1,807,781   1,619,110   5,607,266   4,312,907   1,787,137   1,780,524 

Gold (ounces)

  13,560   14,024   42,735   39,933   15,009   13,689 

Zinc (tons)

  13,367   16,648   42,977   48,665   15,041   14,072 

Lead (tons)

  4,542   5,499   15,155   15,226   4,825   4,835 

Payable metal quantities sold:

                        

Silver (ounces)

  1,587,888   1,331,139   5,212,932   3,892,090   1,545,623   1,493,297 

Gold (ounces)

  10,646   10,193   35,156   32,305   11,509   9,992 

Zinc (tons)

  10,200   12,343   29,993   38,312   12,108   7,885 

Lead (tons)

  3,670   3,990   13,427   11,788   3,623   3,800 

Ore grades:

                        

Silver ounces per ton

  13.15   10.56   13.21   10.37   12.44   12.74 

Gold ounces per ton

  0.12   0.11   0.12   0.12   0.12   0.11 

Zinc percent

  8.23   9.12   8.49   9.74   8.57   8.40 

Lead percent

  3.13   3.40   3.38   3.49   3.14   3.32 

Mining cost per ton

 $67.30  $61.33  $68.09  $62.08  $66.89  $72.14 

Milling cost per ton

 $33.52  $27.04  $34.71  $29.01  $27.51  $37.70 

Cash Cost, After By-product Credits, Per Silver Ounce(1)

 $5.00  $3.52  $4.18  $2.34  $1.58  $5.02 

 

 

(1)

A reconciliation of this non-GAAP measure to cost of sales and other direct production costs and depreciation, depletion and amortization, the most comparable GAAP measure, can be found below inReconciliation of Cash Cost, Before By-product Credits and Cash Cost, After By-product Credits (non-GAAP) to Costs of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP).

 

The $19.5$16.1 million and $51.4 million decreasesdecrease in gross profit during the thirdfirst quarter and first nine months of 2013, respectively,2014 compared to the same 2012 periods were2013 period was primarily the result of significantly lower average prices for silver, gold, and zinc, lower zinclead, despite the overall sales volume being higher. Lower silver and lead ore grades and higher mining and milling costs (discussed below),staffing levels, partially offset by higher lead prices, silver orezinc grades and sales volume. Ore throughput in the first quarter of last year was negativelyalso impacted by additional ground support work that diverted equipment and personnel away from production, and lower staffing levels than planned.gross profit. In addition, gross profit at Greens Creek was impacted by negative price adjustments to revenuerevenues of $15.5$0.4 million for the first nine monthsquarter of 2013, partially offset by positive2014 compared to negative price adjustments of $1.8 million in the third quarter of 2013, compared to positive price adjustments of $5.9 million and $9.2$2.7 million for the thirdfirst quarter and first nine months of 2012, respectively.2013. Price adjustments to revenues result from changes in metals prices between transfer of title of concentrates to buyers and final settlements during the period.  The price adjustments related to zinc and lead contained in concentrate shipments during the 2013 and 2012 periods were largely offset by gains and losses on forward contracts for those metals. In the third quarter of 2013, we initiated a forward contract programmetals for each period. The price adjustments related to silver and gold contained in concentrate shipments. Therefore, the price adjustments to gold and silver contained in shipments during the 2013 periods were also partially offset by gains and losses on forward contracts in the first quarter of 2014, as we initiated a forward contract program for those metals in July 2013 (seeNote 11 ofNotes to Condensed Consolidated Financial Statements (Unaudited) for more information).  The price adjustments and gains and losses on forward contacts discussed above are included in sales.

 


Mining and milling costs per ton increased10%decreased by 7% and24% 27%, respectively, in the thirdfirst quarter of 20132014 compared to the same period in 2012, and10% and20%, respectively, for the first nine months of 2013 compared to the same period in 2012.2013. The increasedecrease in milling costs was primarily due to higher diesel fuel costs related to the generation of more power on-site. Hydroelectric power, which is less costly than diesel-generated power, was less available as a result of lowerhigher availability of less expensive hydroelectric power, the result of higher precipitation levels in Southeastern Alaska. When weather conditions are favorable to maintain lake water levels, the mine relies less on more expensive diesel generated power. Both mining and milling costs were impacted by an increasea decrease in labor costs asdespite higher staffing; a result of higherlower medical costs ofdue to refunds related to medical claims in 2013 and other benefits and higher salarylower hourly labor costs.


 

Depreciation, depletion and amortization expense was 18% and 32%19% more in the thirdfirst quarter and first nine months of 2013, respectively,2014 compared to the same periods in 2012,2013 period, due primarily due to higher production as described above, as the majority of depreciation is calculated on a units-of-production basis.

 

The chart below illustrates the factors contributing to the variances in Cash Cost, After By-product Credits, Per Silver Ounce for the thirdfirst quarter and first nine months of 2013 versus2014 compared to the same periods in 2012:

period of 2013:

 

 

As set forth above, Cash Cost, After By-product Credits, per Silver Ounce in the thirdfirst quarter of 20132014 was $5.00,$1.58, consisting of $26.19 of Cash Cost, After By-product Credits, per Silver Ounce and $21.18 per ounce of by-product credits, compared to $3.52 for the same period in 2012, consisting of $33.03$26.08 of Cash Cost, Before By-product Credits, per Silver Ounce and $29.51$24.50 per ounce of by-product credits. Cash Cost, After By-product Credits, per Silver Ouncecredits, compared to $5.02 in the first nine months of 2013, was $4.18, consisting of $27.21$30.27 of Cash Cost, Before By-product Credits, per Silver Ounce and $23.03 per ounce of by-product credits, compared to $2.34 for the first nine months of 2012, consisting of $34.69 of Cash Cost, Before By-product Credits, per Silver Ounce and $32.34$25.25 per ounce of by-product credits. The increasedecrease in Cash Costs, After By-product Credits, per Silver Ounce for the three and nine months ended September 30, 2013 compared to the same periods in 2012 was despite having lower Cash Costs, Before By-product Credits, per Silver Ounce by $6.84 and $7.48, respectively. As discussed below, mining and milling costs per ounce and the other components of Cash Cost, After By-product Credits, per Silver Ounce were lower in the 2013 periods compared to the prior year. However, Cash Cost, After By-product Credits, per Silver Ounce was higher in the 2013 periods due toresult of lower by-product credits per silver ounce, as discussed below, by $8.33mining, milling and $9.31, respectively, for the threetreatment costs and nine months ended September 30, 2013 compared to the same periods in 2012.slightly lower freight and other costs.

 

Mining and milling costscost per ounce decreased in the thirdfirst quarter and first nine months of 20132014 compared to 2012, despite increasing on a per-ton basis as discussed above,2013 due to higher silver production due to improved silver grades, slightly offset by highera decrease in power and labor costs.

 

Other cash costs per ounce for the thirdfirst quarter and first nine months of 20132014 were lower compared to 20122013 due to the effect of higher silver production and lower mine license tax, partially offset by higher labor and power costs.tax.


 

Treatment costs were lower in the thirdfirst quarter and first nine months of 20132014 compared to 20122013 as a result of lower zinc and lead concentrate production. Treatmentsilver prices, as treatment costs include a price participation component that fluctuates with changes in base metal prices.the value of silver not payable to us through the smelting process.


 

By-product credits were slightly lower in the thirdfirst quarter and first nine months of 20132014 compared to 20122013 due to lower zinc production resulting from lowerlead ore grades and lower average gold and zinclead prices.

The difference between what we report as “production” and “payable metal quantities sold” is attributable to the difference between the quantities of metals contained in the concentrates we produce versus the portion of those metals actually payable by our smelter customers according to the terms of the smelter contracts.  Differences can also arise from inventory changes incidental to shipping schedules.  The increase in payable quantities sold for the thirdfirst quarter and the first nine months of 20132014 compared to the same periodsperiod in 20122013 is due to the timing of concentrate shipments and increased production during the 2013 periods.2014 period.

 

While revenue from zinc, lead and gold by-products is significant, we believe that identification of silver as the primary product of the Greens Creek unit is appropriate because:

 

silver has historically accounted for a higher proportion of revenue than any other metal and is expected to do so in the future;

we have historically presented Greens Creek as a producer primarily of silver, based on the original analysis that justified putting the project into production, and believe that consistency in disclosure is important to our investors regardless of the relationships of metals prices and production from year to year;

metallurgical treatment maximizes silver recovery;

the Greens Creek deposit is a massive sulfide deposit containing an unusually high proportion of silver; and

in most of its working areas, Greens Creek utilizes selective mining methods in which silver is the metal targeted for highest recovery.

 

Likewise, we believe the identification of gold, lead and zinc as by-product credits is appropriate because of their lower economic value compared to silver and due to the fact that silver is the primary product we intend to produce. In addition, we do not receive sufficient revenue from any single by-product metal to warrant classification of such as a co-product.

 

We periodically review our revenues to ensure that reporting of primary products and by-products is appropriate.  Because we consider zinc, lead and gold to be by-products of our silver production, the values of these metals offset operating costs within our calculations of Cash Cost, After By-product Credits, per Silver Ounce.

 

In the fourth quarter of 2012, we updated our asset retirement obligation ("ARO") at Greens Creek to reflect a preliminary revised reclamation and closure plan having estimated undiscounted costcosts of approximately $73.9 million, an increase from the $53.4 million in the previous plan. We expect to again update our ARO and revise our closure planA Record of Decision was completed in late 2013 orfor proposed expansion of tailings capacity. In addition, in early 2014 for a tailings capacity expansionwe were engaged in negotiations with the U.S. Forest Service and state agencies on their proposed revisions to our previously-submitted reclamation and closure plan. In the first quarter of 2014, we updated our ARO at Greens Creek which is currently under consideration byto reflect a revised reclamation and closure plan having estimated undiscounted costs of approximately $102.7 million, an increase from the government agencies. Adjustments to$73.9 million in the ARO liability are recorded with corresponding changesprevious plan, resulting in an increase to the ARO asset balance, which is included in properties, plants, equipment, and mineral interests, net on our Condensed Consolidated Balance Sheet. As a result, we do not anticipate future updates inliability of $8.0 million after discounting the ARO for Greens Creekestimated costs to have a material impact on our annual results of operations.present value. As part of the revised closure plan, we will be required to increase our current $30 million reclamation bond for Greens Creek. Although we do not know the amount of suchand are currently evaluating bonding options. The increase it likelyin required bonding will be a material amount, and there can be no assurance that this bonding capacity will be available to us at that time.us.


 

The Lucky Friday Segment

 

The following is a comparison of the operating results and key production statistics of our Lucky Friday segment (dollars are in thousands, except for per ton and per ounce amounts):


 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

 

Dollars are in thousands (except per ounce and per ton amounts)

 

Three Months Ended March 31,

 
 

2013

  

2012

  

2013

  

2012

  

2014

  

2013

 

Sales

 $14,395  $  $23,324  $249  $20,096  $3,801 

Cost of sales and other direct production costs

  (11,999

)

     (25,325

)

     (13,196

)

  (4,794

)

Depreciation, depletion and amortization

  (2,041

)

     (5,514

)

     (2,196

)

  (1,328

)

Gross profit (loss)

 $355  $  $(7,515

)

 $249  $4,704  $(2,321

)

Tons of ore milled

  61,051      98,203      79,089   13,926 

Production:

                        

Silver (ounces)

  479,188      816,776      699,605   120,492 

Lead (tons)

  3,459      5,591      4,810   706 

Zinc (tons)

  1,122      1,912      2,050   200 

Payable metal quantities sold:

                        

Silver (ounces)

  429,941      707,771      639,017   100,452 

Lead (tons)

  2,845      4,405      3,957   557 

Zinc (tons)

  847      1,399      1,395   150 

Ore grades:

                        

Silver ounces per ton

  8.39      8.93      9.38   9.45 

Lead percent

  6.23      6.29      6.49   5.71 

Zinc percent

  2.36      2.60      3.00   2.19 

Mining cost per ton

 $97.23  $  $111.15  $  $80.99   122.49 

Milling cost per ton

 $23.46  $  $34.53  $  $20.59   58.76 

Cash Cost, After By-product Credits, per Silver Ounce(1)

 $16.50  $  $23.63  $ 

Cash Cost, After By-product Credits, Per Silver Ounce (1)

 $9.60  $36.55 

 

 

(1)

A reconciliation of this non-GAAP measure to cost of sales and other direct production costs and depreciation, depletion and amortization, the most comparable GAAP measure, can be found below inReconciliation of Cash Cost, Before By-product Credits and Cash Cost, After By-product Credits (non-GAAP) to Costs of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP).

 

AtFollowing a special impact inspection by MSHA at the end of 2011, MSHA began aproduction at Lucky Friday was suspended through all of 2012, with limited production recommencing in February 2013. The special impact inspection at the Lucky Friday mine which resulted in an order to remove built-up cementitious material from the Silver Shaft. The Silver Shaft, is an approximatelya one-mile deep, 18-foot diameter, concrete-lined shaft from surface. It isthe surface that provides the primary access to the Lucky Friday mine's underground workings. In response toDuring the MSHA order,suspension, we submitted a plan to MSHA and received approval to remove the built-up cementitious material, and that work commenced in the first quarter of 2012. The plan also included removal ofremoved unused utilities, construction ofconstructed a water ring to prevent ice from forming in the winter, the installation of a metal brattice, repair of shaft steel, and installation ofinstalled a new power cable, alland installed a metal brattice designed to better partition the compartments in the shaft. Upon completion of which should improve the shaft's functionality and possibly improve the shaft's hoisting capacity.

Production was suspended during all of 2012 aswork on the Silver Shaft rehabilitation work was performed. Duringin the suspensionfirst quarter of production, the smelter contracts related to treatment of Lucky Friday concentrates were suspended based onforce majeure. The shaft restoration project and other related work was completed in early 2013, and limited production at the Lucky Friday recommenced in February 2013. During late September 2013, the mine reached its historical full throughput rate of 900 tons per day, an average rate the mine is expected to maintain for the remainder of the year. Once the Silver Shaft rehabilitation work was completed down to the 4900 foot level, we commenced construction ofconstructed a haulage way bypass around an area impacted by a December 2011 rock burst and completed the bypass in early 2013.2011. Completion of work on the Silver Shaft to the 4900 foot levelproject also enabled planning and other preliminary work to resume on the #4 Shaftshaft project (discussed below),. Care and we resumed sinking of #4 Shaft in early 2013 upon completion of the Silver Shaft work.

Net suspension-related income at Lucky Fridaymaintenance costs incurred in the thirdfirst quarter and first nine months of 2013 totaled$0.1 million and$1.4 million, respectively, including zero and $0.6 million, respectively, in depreciation, depletion, and amortization. The net suspension-related income forduring the first nine monthssuspension of 2013 includesproduction totaled $1.5 million, recognizedwhich is net of a $1.5 million credit for business interruption insurance proceeds. Suspension-related costs for the third quarter and first nine months of 2012 totaled$6.1 million and$18.7 million, respectively, including $1.6 million and $4.7 million in depreciation, depletion, and amortization. These costs are included in a separate line item underOther operating expenseson theCondensed Consolidated Statement of Operations and Comprehensive Income (Unaudited).A full historical production level was attained in the third quarter of 2013, and was sustained through the first quarter of 2014.

 

 

The chart below illustrates the factors contributing to the variances in Cash Cost, After By-product Credits, Per Silver Ounce for the first quarter of 2014 compared to the same period of 2013:

As set forth above, Cash Cost, After By-product Credits, per Silver Ounce in the first quarter of 2014 was $9.60, consisting of $25.62 of Cash Cost, Before By-product Credits, per Silver Ounce and $16.02 per ounce of by-product credits, compared to $36.55 in 2013, consisting of $49.92 of Cash Cost, Before By-product Credits, per Silver Ounce and $13.37 per ounce of by-product credits. The decrease in Cash Cost, After By-product Credits, per Silver Ounce was the result of increased production in the first quarter of 2014, as we ramped-up production during 2013 following the suspension period discussed above.

In its second quarter of full production since the suspension described above, Lucky Friday operations in the first quarter of 2014 have returned to levels of production and cost performance more consistent with operating history than during restart of operations in the first quarter of 2013. While we believe that the mine will continue to operate at a throughput rate comparable to that of the first quarter of 2014 through the balance of the year, there can be no assurance that economic, operational, or regulatory issues will not intervene and result in adverse effects on operations.

 

Cash Cost, After By-product Credits, per Silver Ounce, andas well as mining and milling costs per ton for the thirdfirst quarter and first nine months of 2013 were higher than levels realized during historical periods of operating at full production. The higher per-unit costs were primarily due to lower production, as mine output was limited until all production areas came on line in allthe third quarter of the stopes became synchronized. We anticipate a reduction in per-unit costs for the rest of 2013 as a result of the return to historical full production levels.2013. The suspension-related costs discussed above are excluded from the calculations of Cash Cost, After By-product Credits, per Silver Ounce and mining and milling costs per ton.

The $0.2 million in sales recognized in the first nine months of 2012 represents provisional price adjustments on prior-period concentrate shipments that were subject to changes in metals prices during the first quarter of 2012 until their final settlement.

The chart below illustrates the factors contributing to Cash Cost, After By-product Credits, Per Silver Ounce for the third quarter and first nine months of 2013:

As reported above, Cash Cost, After By-product Credits, per Silver Ounce in the third quarter and first nine months of 2013 was$16.50 and$23.63 per ounce, respectively. The amount for the third quarter of 2013 consists of$32.87 per ounce of Cash Cost, Before By-product Credits, per Silver Ounce, partially offset by$16.37 per ounce of by-product credits. Cash Cost, After By-product Credits, per Silver Ounce for the first nine months of 2013 consists of$39.42 per ounce of Cash Cost, Before By-product Credits, per Silver Ounce and by-product credits of$15.79 per ounce. We periodically review our revenues to ensure that reporting of primary products and by-products is appropriate.  Because we consider zinc and lead to be by-products of our silver production, the values of these metals offset operating costs within our calculations of Cash Cost, After By-product Credits, per Silver Ounce.

 

Similar to the Greens Creek segment, the difference between what we report as “production” and “payable metal quantities sold” is due essentially to the difference between the quantities of metals contained in the concentrates we produce versus the portion of those metals actually payable by our smelter customers according to the terms of the smelter contracts.

 

While value from lead and zinc is significant, we believe that identification of silver as the primary product of the Lucky Friday unit is appropriate because:

 

silver has historically accounted for a higher proportion of revenue than any other metal and is expected to do so in the future;


the Lucky Friday unit is situated in a mining district long associated with silver production; and

the Lucky Friday unit generally utilizes selective mining methods to target silver production.

 

Likewise, we believe the identification of lead and zinc as by-product credits is appropriate because of their lowlower economic value compared to silver and due to the fact that silver is the primary product we intend to produce. In addition, we do not receive sufficient revenue from any single by-product metal to warrant classification of such as a co-product.


We periodically review our revenues to ensure that reporting of primary products and by-products is appropriate.  Because we consider zinc and lead to be by-products of our silver production, the values of these metals offset operating costs within our calculations of Cash Cost, After By-product Credits, per Silver Ounce.

 

The #4 Shaft project, an internal shaft at the Lucky Friday mine, is expected, to, upon its completion, to provide deeper access in order to extend the mine's operational life and expand silver ounce production.life.  We commenced engineering and construction activities on the #4 Shaft in late 2008, and our Board of Directors gave its final approval of the project in August 2011.  Construction of the #4 Shaft as currently designed is expected to cost approximately $200$215 million, including approximately $121$138 million already spent as ofSeptember 30, 2013, March 31, 2014, with completion expected in 2016.  As discussed above, the #4 Shaft sinking activities were temporarily suspended until rehabilitationcleanup work in the Silver Shaft was completed in early 2013. We believe that our current capital resources will allow us to complete the project.  However, there are a number of factors that could affect completion of the project, including:  (i) a significant decline in metals prices, (ii) a reduction in available cash or credit, whether arising from decreased cash flow or other uses of available cash, (iii) increased regulatory burden, or (iv) a significant increase in operating or capital costs.

 

Many of the employees at our Lucky Friday unit are represented by a union. The collective bargaining agreement with the union expires on April 30, 2016.  As a result of the requirement to remove loose material from the Silver Shaft, which limited underground access and temporarily suspended production at the Lucky Friday mine during 2012, Hecla Limited laid off 121 employees in January 2012, with approximately 25 of those employees accepting temporary positions at other Hecla operations. Employment at the Lucky Friday unit has returned to roughly its level prior to the suspension of production, as the Silver Shaft work is complete.

 

In March 2012, Hecla Limited received notice of a complaint filed against it by the United Steel Workers, Local 5114, with the Federal Mine Safety Health Review Commission for compensation for bargaining unit workers at the Lucky Friday mine who were idled as a result of the previously-announced, temporary suspension of production at the mine (see theOther Contingencies section ofNote 4 ofNotes to Condensed Consolidated Financial Statements (Unaudited)for more information).

 

The Casa Berardi Segment

 

On June 1, 2013, we completed the acquisition of all of the issued and outstanding common shares of Aurizon Mines, Ltd. ("Aurizon") for total consideration of CDN$740.8 million (US$714.5 million). SeeNote 13 ofNotes to Condensed Consolidated Financial Statements (Unaudited) for more information. The acquisition givesgave us 100% ownership of the producing Casa Berardi gold mine, along with interests in various gold exploration properties in the Abitibi region of north-western Quebec, Canada. The tabular information below reflects our ownership of the Casa Berardi mine commencing on June 1, 2013.

 

The following is information on the operating results and key production statistics of our Casa Berardi segment (dollars are in thousands, except for per ton and per ounce amounts):

 


 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

 
 

2013

  

2013

  

Three Months

Ended March 31,

2014

 

Sales

 $27,389  $37,509  $42,096 

Cost of sales and other direct production costs

  (21,595

)

  (29,826

)

  (27,808

)

Depreciation, depletion and amortization

  (3,271

)

  (6,594

)

  (8,581

)

Gross profit

 $2,523  $1,089  $5,707 

Tons of ore milled

  142,231   202,711   186,143 

Production:

            

Gold (ounces)

  23,406   30,146   31,259 

Silver (ounces)

  5,176   6,964   5,111 

Payable metal quantities sold:

            

Gold (ounces)

  20,972   28,472   32,456 

Silver (ounces)

  5,046   9,946   5,063 

Ore grades:

            

Gold ounces per ton

  0.18   0.17   0.19 

Silver ounces per ton

  0.041   0.039   0.031 

Mining cost per ton

  147.55   135.86  $121.15 

Milling cost per ton

  25.38   23.15  $22.78 

Cash Cost, After By-product Credits, per Gold Ounce(1)

  1,066   1,086  $886 

 

 

(1)

A reconciliation of this non-GAAP measure to cost of sales and other direct production costs and depreciation, depletion and amortization, the most comparable GAAP measure, can be found below inReconciliation of Cash Cost, Before By-product Credits and Cash Cost, After By-product Credits (non-GAAP) to Costs of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP).

  

Gross profit and Cash Cost, After By-product Credits, per Gold Ounce were impacted by lower than anticipated gold ore grades resulting from delays in production preparation in stopes located in a higher grade zone. We expect the average gold grade to increase in the fourth quarter of 2013.


 

The Casa Berardi mine is currently undergoingAs of March 31, 2014, work crews had approximately 35 meters remaining on a shaft deepening340 meter project which is expectedinitiated by Aurizon to be completed bydeepen the end ofWest Mine Shaft. During the first quarter of 2014, the level 1010 station was completed, and two of three benches in the loading pocket at the 1055 level were completed. Completion of the project, including shaft infrastructure, loading pockets, shaft lining, services and steel, is designedexpected late in the third quarter of 2014, with commissioning to increase productionfollow. The deepening of the shaft is expected to lower operating costs in future years as the mining horizon deepens and extend mine life. eventually provide a platform for deeper exploration.

Recent mine enhancements include a new paste fillbackfill facility and a concrete plant, which, we believe, will improve operational efficiency. In addition, a new dry house facility was completed in March 2014 at the West Mine, which will provide greater flexibility and efficiency for the underground miners, as this facility is located much closer to the main mine access than the existing facility.

 

The chart below illustrates the factors contributing to Cash Cost, After By-product Credits, Per Gold Ounce for the thirdfirst quarter and first nine months of 2013:


2014:

 

 

As set forth above, Cash Cost, After By-product Credits, per Gold Ounce in the first quarter of 2014 was $886.28, consisting of $889.61 of Cash Cost, Before By-product Credits, per Gold Ounce and $3.33 per ounce of by-product credits.

We believe the identification of silver as a by-product credit is appropriate at Casa Berardi because of its lower economic value compared to gold and due to the fact that gold is the primary product we intend to produce there. In addition, we do not receive sufficient revenue from silver at Casa Berardi to warrant classification of such as a co-product. Because we consider silver to be a by-product of our gold production at Casa Berardi, the valuesvalue of these metals offsetsilver offsets operating costs within our calculations of Cash Cost, After By-product Credits, per Gold Ounce.

 

Corporate Matters

Employee Benefit Plans

 

Employee Benefit Plans

Our three defined benefit pension plans, while affording a significant benefit to our employees, also represent a significant liability. The liability recorded for the funded status of our plans was $30.2$33.4 million and $30.9$32.0 million, respectively, as of September 30, 2013March 31, 2014 and December 31, 2012, respectively. We made contributions2013. In April 2014, we contributed approximately $2.0 million, par value, of $0.7our Notes to our funded pension plan, and expect to contribute a total of $7.5 million, thus far during 2013, with additional contributionspar value, over the course of $0.3 million anticipated during the rest2014 (seeNote 9 of 2013.Notes to Condensed Consolidated Financial Statements (Unaudited) for more information). While the economic variables which will determine future cash requirements are uncertain, we expect contributions to increasebe required in future years. See Note 7 of Notes to Condensed Consolidated Financial Statements for more information.

Effective July 1, 2013, we amended our pension plan. SeeNote 8ofNotes to Condensed Consolidated Financial Statements(Unaudited)for more information.


Income Taxes

 

Income Taxes

We continue to have a net deferred tax asset in the U.S., and as a result of our acquisition of Aurizon, a net deferred tax liability in Canada. Our U.S. net deferred tax asset atSeptember 30, 2013 March 31, 2014, totaled$112.1 $117.6 million,, or5% of total assets, a decreasean increase of$3.7 $3.1 million from the$115.8 $114.5 million net deferred tax asset at December 31, 2012.2013. The largest component of the deferred tax asset is net operating loss carryforwards which are available to be applied against future taxable income. The next largest component is deferred reclamation, of which the majority willshould be realized in the next two years,current year, assuming adequate taxable income. The next largest component derives from the tax effect of past net operating losses carried forward to be applied against current income to determine cash income tax liability. Each reporting period we assess our deferred tax assets utilizing long-range forecasts to provide reasonable assurance that they will be realized through future earnings. AtSeptember 30, 2013, March 31, 2014, we retained a valuation allowance on U.S. deferred tax assets of $4.0$3.5 million primarily for foreign tax credits. A $23.4$24.2 million valuation allowance remains on deferred tax assets in foreign jurisdictions.

 

Our net Canadian deferred tax liability atSeptember 30, 2013 March 31, 2014, was $172.8$160.8 million, with no corresponding balance asa decrease of $5.1 million from the $165.9 million net deferred tax liability at December 31, 2012.2013. The deferred tax liability is the result of the acquisition of Aurizon completed on June 1, 2013. SeeNote 13 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information. The deferred tax liability2013, and is primarily related to the tax impactexcess of the fair market value of the assets acquired over the tax bases of those assets for Canadian tax reporting, with the majority of that value allocated to mineral resources and reserves.

 

We currently expectOur effective tax rate for the three months ended March 31, 2014, was 24% compared to 40% for the three months ended March 31, 2013. The change in the effective tax rate for 2013is primarily due to be approximately 38% before discrete tax adjustments and foreign losses for which no tax benefit is recognized. For thenine months ended September 30, 2013, the tax provision represents an 8% effective tax rate as a resulteffects of the discrete tax adjustmentU.S. deduction for the one-time acquisition costs incurred for the Aurizon acquisitionpercentage depletion and the inability to recognize the benefits for current lossesimpact of taxation in foreign jurisdictions.

 


 

Reconciliation of Cash Cost, Before By-product Credits and Cash Cost, After By-product Credits (non-GAAP) to Cost of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP)

 

The tables below present reconciliations between the non-GAAP measures of Cash Cost, Before By-product Credits and Cash Cost, After By-product Credits to the GAAP measure of cost of sales and other direct production costs and depreciation, depletion and amortization for our operations at the Greens Creek, Lucky Friday, and Casa Berardi units for the threethree-month periods ended March 31, 2014 andnine months endedSeptember 30, 2013 and 2012 (in thousands, except costs per ounce).

 

Cash Cost, After By-product Credits is an important operating statistic that we utilize to measure each mine's operating performance. It also allows us to benchmark the performance of each of our mines versus those of our competitors. As a primary silver mining company, we also use the statistic on an aggregate basis - aggregating the Greens Creek and Lucky Friday mines but not Casa Berardi, which is a primary gold mine - to compare our performance with that of other primary silver mining companies. With regard to Casa Berardi, we use Cash Cost, After By-product Credits to compare its performance with other gold mines. Similarly, the statistic is useful in identifying acquisition and investment opportunities as it provides a common tool for measuring the financial performance of other mines with varying geologic, metallurgical and operating characteristics.

 

Cash Cost, Before By-product Credits include 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 expense, on-site general and administrative costs, royalties and mining production taxes. By-product credits include revenues earned from all metals other than the primary metal produced at each unit. Cash Cost, After By-product Credits, per Ounce, provides management and investors an indication of netoperating cash flow, after consideration of the average price, received from production. Management also uses this measurement for the comparative monitoring of performance of our mining operations period-to-period from a cash flow perspective. Cash Cost, After By-product Credits, per Ounce is a measure developed by precious metals companies (including the Silver Institute) in an effort to provide a uniform standard for comparison purposes. There can be no assurance, however, that our reporting of this non-GAAP measure is the same as that reported by other mining companies.

 

The Casa Berardi section below reports Cash Cost, After By-product Credits, per Gold Ounce for the production of gold, its primary product, and by-product revenues earned from silver, which is a by-product at Casa Berardi. Only costs and ounces produced relating to units with the same primary product are combined to represent Cash Cost, After By-product Credits, per Ounce. Thus, the gold produced at our Casa Berardi unit is not included as a by-product credit when calculating CashCost, After By-product Credits, per Silver Ounce for the total of Greens Creek and Lucky Friday, our combined silver properties.


 

As depicted in the Greens Creek Unit and the Lucky Friday Unit tables below, by-product credits comprise an essential element of our silver unit cost structure. By-product credits constitute an important competitive distinction forstructure distinguishing our silver operations due to the polymetallic nature of their orebodies. By-product credits included in our presentation of Cash Cost, After By-product Credits, per Silver Ounce include:

 


 

Total, Greens Creek and Lucky Friday Units

  

Total, Greens Creek and Lucky Friday

Units

 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

  

Three months ended March 31,

 

2013

  

2012

  

2013

  

2012

  

2014

  

2013

By-product value, all silver properties:

                         

Zinc

 $(17,911

)

 $(21,001

)

 $(56,851

)

 $(64,147

)

 $22,956  $19,117  

Gold

  (14,979

)

  (18,904

)

  (51,416

)

  (53,660

)

  16,260   18,268  

Lead

  (13,244

)

  (7,872

)

  (33,768

)

  (21,676

)

  15,767   9,192  

Total by-product credits

 $(46,134

)

 $(47,777

)

 $(142,035

)

 $(139,483

)

 $54,983  $46,577  
                         

By-product credits per silver ounce, all silver properties

                         

Zinc

 $(7.83

)

 $(12.97

)

 $(8.85

)

 $(14.87

)

 $9.23  $10.05  

Gold

  (6.55

)

  (11.68

)

  (8.00

)

  (12.44

)

  6.54   9.61  

Lead

  (5.79

)

  (4.86

)

  (5.26

)

  (5.03

)

  6.34   4.84  

Total by-product credits

 $(20.17

)

 $(29.51

)

 $(22.11

)

 $(32.34

)

 $22.11  $24.50  

 

By-product credits included in our presentation of Cash Cost, After By-product Credits, per Gold Ounce for our Casa Berardi Unit include:

 

 

Casa Berardi Unit

  

Casa Berardi Unit (2)

 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

  

Three months ended
March 31,

 

2013

  

2013

  

2014

Silver by-product value

 $(113

)

 $(150

)

 $104  

Silver by-product credits per gold ounce

 $(4.83

)

 $(4.98

)

 $3.33  


 

Cost of sales and other direct production costs and depreciation, depletion and amortization is the most comparable financial measure calculated in accordance with GAAP to Cash Cost, After By-product Credits.  The sum of the cost of sales and other direct production costs and depreciation, depletion and amortization for our operating units in the tables below is presented in our Condensed Consolidated Statement of Operations and Comprehensive Income (Unaudited)(Loss) (in thousands).

Dollars are in thousands (except per ounce amounts)

 

Total, Greens Creek and

Lucky Friday Units

 
  

Three Months Ended

March 31,

 
  

2014

  

2013

 

Cash Cost, Before By-product Credits(1)

 $64,519  $59,923 

By-product credits

  (54,983

)

  (46,577

)

Cash Cost, After By-product Credits

  9,536   13,346 

Divided by ounces produced

  2,487   1,901 

Cash Cost, Before By-product Credits, per Silver Ounce Produced

 $25.94  $31.52 

By-product Credits per Silver Ounce Produced

 $(22.11

)

 $(24.50

)

Cash Cost, After By-product Credits, per Silver Ounce Produced

 $3.83  $7.02 

Reconciliation to GAAP:

        

Cash Cost, After By-product Credits

 $9,536  $13,346 

Depreciation, depletion and amortization

  17,222   14,007 

Treatment costs

  (19,906

)

  (18,597

)

By-product credits

  54,983   46,577 

Change in product inventory

  4,795   (4,604

)

Reclamation and other costs

  525   103 

Cost of sales and other direct production costs and depreciation, depletion and amortization (GAAP)

 $67,155  $50,832 

Dollars are in thousands (except per ounce amounts)

 

Greens Creek Unit

 
  

Three Months Ended

March 31,

 
  

2014

  

2013

 

Cash Cost, Before By-product Credits(1)

 $46,599  $53,908 

By-product credits

  (43,777

)

  (44,966

)

Cash Cost, After By-product Credits

  2,822   8,942 

Divided by ounces produced

  1,787   1,781 

Cash Cost, Before By-product Credits, per Silver Ounce

 $26.08  $30.27 

By-product Credits per Silver Ounce

 $(24.50

)

 $(25.25

)

Cash Cost, After By-product Credits, per Silver Ounce

 $1.58  $5.02 

Reconciliation to GAAP:

        

Cash Cost, After By-product Credits

 $2,822  $8,942 

Depreciation, depletion and amortization

  15,026   12,679 

Treatment costs

  (15,389

)

  (17,813

)

By-product credits

  43,777   44,966 

Change in product inventory

  4,999   (4,162

)

Reclamation and other costs

  528   99 

Cost of sales and other direct production costs and depreciation, depletion and amortization (GAAP)

 $51,763  $44,711 

  

 

 

 

Total, Greens Creek and Lucky Friday Units

 

Dollars are in thousands (except per ounce amounts)

 

Lucky Friday Unit

 
 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

  

Three Months Ended

March 31,

 
 

2013

  

2012

  

2013

  

2012

  

2014

  

2013

 

Cash Cost, Before By-product Credits(1)

 $63,087  $53,479  $184,787  $149,570  $17,920  $6,015 

By-product credits

  (46,134

)

  (47,778

)

  (142,035

)

  (139,483

)

  (11,206

)

  (1,611

)

Cash Cost, After By-product Credits

  16,953   5,701   42,752   10,087   6,714   4,404 

Divided by silver ounces produced

  2,287   1,619   6,424   4,313 

Divided by ounces produced

  700   120 

Cash Cost, Before By-product Credits, per Silver Ounce

 $27.57  $33.03  $28.76  $34.68  $25.62  $49.92 

By-product credits per silver ounce

 $(20.17

)

 $(29.51

)

 $(22.11

)

 $(32.34

)

By-product Credits per Silver Ounce

 $(16.02

)

 $(13.37

)

Cash Cost, After By-product Credits, per Silver Ounce

 $7.40  $3.52  $6.65  $2.34  $9.60  $36.55 

Reconciliation to GAAP:

                        

Cash Cost, After By-product Credits

 $16,953  $5,701  $42,752  $10,087  $6,714  $4,404 

Depreciation, depletion and amortization

  15,735   11,601   46,630   31,141   2,196   1,328 

Treatment costs

  (18,486

)

  (18,351

)

  (56,055

)

  (52,210

)

  (4,517

)

  (784

)

By-product credits

  46,134   47,778   142,035   139,483   11,206   1,611 

Change in product inventory

  7   (1,944

)

  3,839   1,962   (204

)

  (442

)

Reclamation and other costs

  734   (223

)

  1,373   101   (3

)

  4 

Cost of sales and other direct production costs and depreciation, depletion and amortization (GAAP)

 $61,077  $44,562  $180,574  $130,564  $15,392  $6,121 

 

 

 

Greens Creek Unit

  

Casa Berardi Unit(2)

 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

  

Three months ended March

31,

 

2013

  

2012

  

2013

  

2012

  

2014

  

2013

  

Cash Cost, Before by-Product Credits (1)

 $47,340  $53,479  $152,590  $149,570 

Cash Cost, Before By-product Credits (1)

 $27,808  $  

By-product credits

  (38,294

)

  (47,778

)

  (129,138

)

  (139,483

)

  (104

)

    

Cash Cost, After By-product Credits

  9,046   5,701   23,452   10,087 

Divided by silver ounces produced

  1,808   1,619   5,607   4,313 

Cash Cost, Before By-product Credits, per Silver Ounce

 $26.18  $33.03  $27.21  $34.68 

By-product credits per silver ounce

 $(21.18

)

 $(29.51

)

 $(23.03

)

 $(32.34

)

Cash Cost, After By-product Credits, per Silver Ounce

 $5.00  $3.52  $4.18  $2.34 

Cash Cost, After by-product credits

  27,704     

Divided by gold ounces produced

  31.26     

Cash Cost, Before By-product Credits, per Gold Ounce

  889.61     

By-product Credits per Gold Ounce

  (3.33

)

    

Cash Cost, After By-product Credits, per Gold Ounce

 $886.28  $  

Reconciliation to GAAP:

                         

Cash Cost, After By-product Credits

 $9,046  $5,701  $23,452  $10,087  $27,704  $  

Depreciation, depletion and amortization

  13,694   11,601   41,116   31,141   8,581     

Treatment costs

  (15,269

)

  (18,351

)

  (50,575

)

  (52,210

)

  (98

)

    

By-product credits

  38,294   47,778   129,138   139,483   104     

Change in product inventory

  585   (1,944

)

  5,292   1,962   (107

)

    

Reclamation and other costs

  688   (223

)

  1,312   101   205     

Cost of sales and other direct production costs and depreciation, depletion and amortization (GAAP)

 $47,038  $44,562  $149,735  $130,564  $36,389  $  

 

 

  

  

Lucky Friday Unit (2)

 
  

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

 
  

2013

  

2012

  

2013

  

2012

 

Total Cash Cost, Before By-product Credits (1)

 $15,747  $  $32,197  $ 

By-product credits

  (7,840

)

     (12,897

)

   

Total Cash Cost, After By-product Credits

  7,907      19,300    

Divided by silver ounces produced

  479      817    

Total Cash Cost, Before By-product Credits, per Silver Ounce

 $32.87  $  $39.42  $ 

By-product credits per silver ounce

 $(16.37

)

 $  $(15.79

)

 $ 

Total Cash Cost, After By-product Credits, per Silver Ounce

 $16.50  $  $23.63  $ 

Reconciliation to GAAP:

                

Total Cash Cost, After By-product Credits

 $7,907  $  $19,300  $ 

Depreciation, depletion and amortization

  2,041      5,514    

Treatment costs

  (3,217

)

     (5,480

)

   

By-product credits

  7,840      12,897    

Change in product inventory

  (578

)

     (1,453

)

   

Reclamation and other costs

  47      61    

Cost of sales and other direct production costs and depreciation, depletion and amortization (GAAP)

 $14,040  $  $30,839  $ 

  

Casa Berardi Unit (3)

 
  

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

 
  

2013

  

2012

  

2013

  

2012

 

Cash Cost, Before By-product Credits (1)

 $25,068  $  $32,874  $ 

By-product credits

  (113

)

     (150

)

   

Cash Cost, After by-product credits

  24,955      32,724    

Divided by gold ounces produced

  23,406      30,146    

Cash Cost, Before By-product Credits, per Gold Ounce

 $1,070.82  $  $1,090.49  $ 

By-product credits per gold ounce

 $(4.83

)

 $  $(4.98

)

 $ 

Cash Cost, After By-product Credits, per Gold Ounce

 $1,065.99  $  $1,085.51  $ 

Reconciliation to GAAP:

                

Cash Cost, After By-product Credits

 $24,957  $  $32,724  $ 

Depreciation, depletion and amortization

  3,271      6,594    

Treatment costs

  (78

)

     (87

)

   

By-product credits

  113      150    

Change in product inventory

  (3,456

)

     (3,042

)

   

Reclamation and other costs

  59      81    

Cost of sales and other direct production costs and depreciation, depletion and amortization (GAAP)

 $24,866  $  $36,420  $ 


 

Total, All Locations

  

Total, All Locations

 
 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

  

Three months ended March 31,

 
 

2013

  

2012

  

2013

  

2012

  

2014

  

2013

 

Reconciliation to GAAP:

                        

Cash Cost, After By-product Credits

 $41,910  $5,701  $75,476  $10,087  $37,240  $13,346 

Depreciation, depletion and amortization

  19,006   11,601   53,224   31,141   25,803   14,007 

Treatment costs

  (18,564

)

  (18,351

)

  (56,142

)

  (52,210

)

  (20,004

)

  (18,597

)

By-product credits

  46,247   47,778   142,185   139,483   55,087   46,577 

Change in product inventory

  (3,449

)

  (1,944

)

  797   1,962   4,688   (4,604

)

Reclamation and other costs

  793   (223

)

  1,454   101   730   103 

Cost of sales and other direct production costs and depreciation, depletion and amortization (GAAP)

 $85,943  $44,562  $216,994  $130,564  $103,544  $50,832 

 

 

(1)

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 mining production taxes, after by-product revenues earned from all metals other than the primary metal produced at each unit.

 

 

(2)

Production was temporarily suspended at the Lucky Friday unit during 2012 as work was performed to rehabilitate the Silver Shaft, the primary access from surface to the underground workings at the Lucky Friday mine. See theLucky Friday Segment section above for further discussion of the Silver Shaft work and temporary suspension of operations. Care and maintenance-related income and costs incurred at the Lucky Friday unit during the suspension of production are included in a separate line item underOther operating expenseson theCondensed Consolidated Statement of Operations and Comprehensive Income (Unaudited), and have been excluded from the calculation of total cash costs for the three- and nine- month periods endedSeptember 30, 2013and 2012.

(3)

On June 1, 2013, we completed the acquisition of Aurizon Mines Ltd., which gave us 100% ownership of the Casa Berardi mine in Quebec, Canada. The information presented reflects our ownership of Casa Berardi commencing as of that date. SeeNote 13 ofNotes to Condensed Consolidated Financial Statements (Unaudited) for more information. The primary metal produced at Casa Berardi is gold, with a by-product credit for the value of silver production.

 

Financial Liquidity and Capital Resources

 

Our liquid assets include (in millions):

 

 

September 30,

2013

  

December 31,

2012

  

March 31,
2014

  December 31,
2013
 

Cash and cash equivalents held in U.S. dollars

 $146.5  $190.8  $180.8  $166.5 

Cash and cash equivalents held in foreign currency

  91.3   0.2   26.8   45.7 

Total cash and cash equivalents

  237.8   191.0   207.6   212.2 

Marketable equity securities - non-current

  8.4   9.6   8.7   7.0 

Total cash, cash equivalents and investments

 $246.2  $200.6  $216.3  $219.2 

 

Cash and cash equivalents increaseddecreased by $46.8$4.6 million in the firstnine three months of 2013,2014, as discussed below, while the value of non-current marketable equity securities decreasedincreased by $1.2 million. The decrease in value of our marketable securities is the result of unrecognized losses on equity investments, partially offset by the purchase of investments for approximately $5.7$1.7 million and securities obtained as part of the acquisition of Aurizon having a value of approximately $0.8 million.

As further discussed in(seeNote 132 ofNotes to Condensed Consolidated Financial Statements (Unaudited), on June 1, 2013, we completed the acquisition of Aurizon Mines Ltd. for total consideration of US$714.5 million (CAD$740.8 million), comprised of cash paid by Hecla of US$496.2 million (CAD$514.5 million) and issuance of 56,997,790 shares of Hecla common stock valued at US$218.3 million (CAD$226.3)more information). Aurizon's cash and cash equivalents balances at the close of the acquisition totaling approximately US$177.6 million were transferred to us as part of the acquisition.


We may defer some capital investment and/or exploration and pre-development activities, engage in asset sales or secure additional capital if necessary to maintain liquidity. We also may pursue additional acquisition opportunities, which could require additional equity issuances or financing. There can be no assurances that such financing will be available to us.

 

On April 12, 2013, we completed an offering of senior notesNotes in the total principal amount of US$500 million, as discussed inNote 149 ofNotes to Condensed Consolidated Financial Statements (Unaudited).The net proceeds from the offering of the notesNotes of $490 million were used to partially fund the acquisition of Aurizon and for general corporate purposes, including expenses related to the Aurizon acquisition. In addition, on April 14, 2014, we entered into an agreement with the Hecla Mining Company Retirement Plan Trust pursuant to which we agreed to contribute to the trust over the course of 2014 approximately $7.5 million in aggregate principal amount of the Notes, including $2.0 million in aggregate principal amount of the Notes which were contributed on April 14, in order to satisfy the funding requirement for our funded pension plan for 2014. The notesNotes are due May 1, 2021 and bear interest at a rate of 6.875% per year from the date of original issuance or from the most recent payment date to which interest has been paid or provided for.  Interest on the notesNotes is payable on May 1 and November 1 of each year, commencing November 1, 2013.

 

In 2011, we settled Hecla Limited's Coeur d'Alene Basin environmental litigation and related claims pursuant to a Consent Decree entered by the Court on September 8, 2011.  Payments of approximately $168 million, $25 million, and $15 million (and related interest) were made in October 2011, 2012, and 2013, respectively, pursuant to the terms of the Consent Decree. After the $15 million payment made in October 2013, Hecla Limited's remaining obligation under the Consent Decree consists of approximately $55.4 million due by August 2014, payable in quarterly payments as proceeds from the exercise of any outstanding Series 1 and Series 3 warrants are received (if any), with the remaining balance, if any, due in August 2014.

 


The #4 Shaft project, which is discussed further in theLucky Friday Segment section above, is expected to involve capital expenditures of approximately $200$215 million through 2016, including approximately $121$138 million that has been spent on the project as ofSeptember 30, 2013. March 31, 2014.

 

Pursuant to our common stock dividend policy described inNote 8 ofNotes to Condensed Consolidated Financial Statements (Unaudited), our Board of Directors declared and paid dividends on common dividendsstock totaling $17.1 million in 2012 and $5.2$0.9 million in the first nine monthsquarter of 2014 and $3.6 million in the first quarter of 2013. On November 4, 2013,May 5, 2014, our Board of Directors declared a dividend on common stock dividend totaling $0.9 million payable in JanuaryJune 2014. Our dividend policy has a silver-price-linked component which ties the amount of declared common stock dividends to our realized silver price for the preceding quarter. Another component of our common stock dividend policy anticipates paying an annual minimum dividend. The declaration and payment of dividends on common stock dividends is at the sole discretion of our board of directors, and there can be no assurance that we will continue to declare and pay dividends on our common stock dividends in the future.

 

On March 3, 2014, the Board of Directors granted 1,345,072 restricted stock units to employees for payment of approximately $4.6 million in annual and long-term incentive compensation for the period ended December 31, 2013.

On May 8, 2012, we announced that our board of directors approved a stock repurchase program.  Under the program, we are authorized to repurchase up to 20 million shares of our outstanding common stock from time to time in open market or privately negotiated transactions, depending on prevailing market conditions and other factors.  The repurchase program may be modified, suspended or discontinued by us at any time. Whether or not we engage in repurchases from time to time may depend on a variety of factors, including not only price and cash resources, but customary black-out restrictions, whether we have any material inside information, limitations on share repurchases or cash usage that may be imposed by our credit agreement or in connection with issuances of securities, alternative uses for cash, applicable law, and other investment opportunities from time to time.As ofSeptember 30, 2013, March 31, 2014, 400,300 shares have been repurchased under the program, at an average price of $5.56 per share, leaving 19.6 million shares that may yet be purchased under the program. The closing price of our common stock at November 1, 2013,May 2, 2014, was $3.14$3.11 per share.

 

As discussed inThe Greens Creek Segment section above, we anticipate that in late-2013 or early-20142014 we will complete development of a revised plan for reclamation and closure of the Greens Creek mine atmine. Preliminary work on the end of its life. Although revision of the plan has not been completed, preliminary work has led us to believe that it will result in a significantan increase in estimated closure costs, which will require us to provide increased bond coverage. In the fourth quarter of 2012, we updated our asset retirement obligation at Greens Creek to reflect a preliminary revised reclamation and closure plan having estimated undiscounted costs of approximately $73.9 million. As part of the revised closure plan, we will be required to increase our current $30 million reclamation bond for Greens Creek. Although we do not know the amount of such increase, it likely will be a material amount, and there can be no assurance that this bonding capacity will be available to us at that time.

 

As a result of our current cash balances including cash obtained in the acquisition of Aurizon, the performance of our current operations, current metals prices, and full availability of our $100 million revolving credit agreement, we believe our cash, cash equivalents, investments, projected cash from operations, and availability of financing (including equity issuances) if needed will be adequate to meet our obligations during the next 12 months. These obligations include, but are not limited to: debt service obligations related to the senior notes issued in April 2013,Notes, the required environmental settlement payments previously discussed, capital outlays for the #4 Shaft project and other capital expenditures including with respect to projects obtained in the acquisition of Aurizon, potential repurchases of our common stock under the program described above, and payment of potential common stock dividends, if declared by our board of directors.  We currently estimate that a total of approximately $163$150 million will be spent on capital expenditures, primarily for equipment, infrastructure, and development at our Lucky Friday, Greens Creek, and Casa Berardi unitsmines in 2013, including approximately$113 million already spent as ofSeptember 30, 2013.2014.  We also estimate that exploration and pre-development expenditures will total approximately $35$18 million in 2013, including approximately$31 million already spent as ofSeptember 30, 2013.2014. However, capital, exploration, and pre-development expenditures may change based upon our financial position, metals prices, and other considerations. Our ability to fund the activities described above will depend on our operating performance, metals prices, our ability to estimate costs, sources of liquidity available to us, our ability to successfully integrate operations acquired from Aurizon, and other factors. However, a sustained downturn in metals prices or significant increase in operational or capital costs, other uses of cash, or other factors beyond our control could impact our plans.

 


  

Nine Months Ended

 
  

September 30,

2013

  

September 30,

2012

 

Cash provided by operating activities (in millions)

 $5.1  $66.5 
  

Three Months Ended

  

 

March 31, 2014

 

March 31, 2013

Cash provided by operating activities (in millions)

 $30.4   $11.4  

 

Cash provided by operating activities in the first nine monthsquarter of 2013 decreased2014 increased by$61.4 $19.0 million compared to the same period in 20122013 primarily due to lowerhigher income, as adjusted for non-cash items. As discussed above, the lowerThe higher income is primarily attributable to lower precious metals prices, costs relateddue to the acquisitionaddition of Aurizon,the Casa Berardi mine in June 2013 and interest expense related toincreased production at the senior notes issued in April 2013. In addition, workingLucky Friday mine (see theCasa Berardi Segment andLucky Friday Segment sections above). Working capital and other operating asset and liability changes resulted in a net cash flow decreaseincrease of$16.0 $6.3 million in the firstnine three months of 20132014 compared to a net decrease in cash flows of$14.3 $0.2 million in the 20122013 period.   The$1.7 $6.5 million variance in cash flows due to working capital changes is mainly attributableattributed to reductions inlower product inventory balances, partially offset by higher accounts receivable balances, due to the timing of shipments at Greens Creek, and higher accrued taxes due to the impacttiming of lower metals prices on profits at our operations,and higher accounts receivable due primarily to a shipment of concentrates at Greens Creek at the end of September 2013 having value of approximately $25 million, for which no cash had been received as of September 30, 2013.income tax payments. These variancesfactors were partially offset by highera larger reduction to accounts payable as a result of decreased capital spending at Greens Creek and Lucky Friday and lower accrued reclamation balancespayroll and related benefits due mainly due to the acquisitiontiming of Aurizon.payment of incentive compensation related to prior-year performance.   

 

  

Nine Months Ended

 
  

September 30,

2013

  

September 30,

2012

 

Cash used in investing activities (in millions)

 $(437.8

)

 $(83.8

)


  

Three Months Ended

 
  

 

March 31, 2014

  

March 31, 2013

 

Cash used in investing activities (in millions)

 $(29.4

)

 $(28.2

)

 

During the first nine monthsquarter of 2013,2014 we recognized a cash outflow for the acquisition of Aurizon, net of cash acquired, of$321.1invested $26.9 million, as discussed above. We also invested$112.8 million in capital expenditures, exclusive of $7.7not including $2.2 million in non-cash capital lease additions, an increase of$31.5 $1.1 million compared to the same period in 2012. The increase in capital2013 due to expenditures is due primarily to the addition ofat the Casa Berardi unit where we incurred capital expenditures of approximately$22.8 million since its acquisition.acquired in June 2013.  During the first nine monthsquarter of 2013, we2014, restricted investments related to reclamation bonding at the Casa Berardi unit increased by $2.5 million. We purchased marketable securities having a cost basis of$5.7 $2.6 million, and sold investments having a cost basis during the first quarter of $1.6 million for proceeds of$1.8 million. 2013.  

  

Three Months Ended

 
  

 

March 31, 2014

  

March 31, 2013

 

Cash used in financing activities (in millions)

 $(3.9

)

 $(5.5

)

During the first ninethree months of 2012, we purchased marketable securities having a cost basis of$3.3 million. In addition, we acquired the Monte Cristo property in Nevada for approximately $4.5 million in July 2012.

  

Nine Months Ended

 
  

September 30,

2013

  

September 30,

2012

 

Cash used in financing activities (in millions)

 $477.8  $(16.9

)

We received proceeds from the issuance of the senior notes in April2014 and 2013, net of initial purchaser discount, of $490 million, and incurred fees of $1.5 million related to the issuance of the notes. During the first nine months of 2013 and 2012, we paid cash dividends on our common stock totaling$5.1 $0.9 million and$10.7 million, respectively, and cash dividends of $0.4$0.1 million on our Series B Preferred Stock during both periods.Stock. We made repayments on our capital leases of$5.2 $2.4 million and$4.6 $1.5 million in the ninethree month periods endedSeptember 30, March 31, 2014 and 2013, and 2012, respectively.

 

During the nine months endedSeptember 30, 2013, exchange fluctuations between the U.S. dollar and Canadian dollar resulted in a$1.8 million increase in our cash balance, which is related to the Canadian cash balances and activity obtained through the acquisition of Aurizon. There was not a significant foreign exchange impact on our cash during the first nine months of 2012.


Contractual Obligations, Contingent Liabilities and Commitments

 

The table below presents our fixed, non-cancelable contractual obligations and commitments primarily related to our senior notes, litigation settlement, outstanding purchase orders, certain capital expenditures, our credit facility and lease arrangements as ofSeptember 30, 2013 March 31, 2014 (in thousands):

 

  

Payments Due By Period

 
  

Less than

1 year

  

1-3 years

  

4-5 years

  

More than

5 years

  

Total

 

Purchase obligation(1)

 $24,961  $  $  $  $24,961 

Commitment fees(2)

  975   813         1,788 

Contractual obligations(3)

  13,609   3,131   391      17,131 

Capital lease commitments(4)

  6,789   12,341   1,679      20,809 

Operating lease commitments(5)

  3,730   3,291   2,159   3,124   12,304 

Coeur d'Alene Basin litigation settlement(6)

  70,400            70,400 

Surety maintenance fees(6)

  270            270 

Defined benefit pension plans(7)

  2,684   7,952   9,409   1,171   21,216 

Supplemental executive retirement plan(7)

  320   658   684   2,437   4,099 

Senior notes(8)

  34,375   68,750   68,750   588,802   760,677 

Casa Berardi reclamation deposit(9)

  2,757            2,757 

Total contractual cash obligations

 $158,502  $88,984  $73,663  $594,363  $936,412 

  

Payments Due By Period

  

Less than 1 year

 

1-3 years

 

4-5 years

 

More than

5 years

 

Total

Purchase obligations(1)

 $5,294           $   $5,294  

Commitment fees(2)

  500    667            1,167  

Contractual obligations(3)

  5,870                5,870  

Capital lease commitments(4)

  8,903    13,080    1,601        23,584  

Operating lease commitments(5)

  2,848    2,631    2,321    1,994    9,794  

Coeur d'Alene Basin litigation settlement(6)

  55,437                55,437  

Surety maintenance fees(6)

  154                154  

Defined benefit pension plans(7)

  7,478                7,478  

Supplemental executive retirement plan(7)

  343    708    744    2,304    4,099  

Notes(8)

  34,375    68,750    68,750    571,615    743,490  

Total contractual cash obligations

 $121,202   $85,836   $73,416   $575,913   $856,367  

 

 

(1)

ConsistsConsist of open purchase orders of approximately $5.6$0.7 million at the Greens Creek unit, $1.9$1.8 million at the Lucky Friday unit and $17.4$2.7 million asat the Casa Berardi unit.  Included in these amounts are approximately $5.4$0.3 million, $1.1$1.4 million, and $13.6$0.8 million related to various capital projects at the Greens Creek, Lucky Friday and Casa Berardi units, respectively.

 

 

(2)

In October 2009, we entered intoWe have a $60$100 million revolving credit agreement under which was amended several times to increase the amount available under the credit agreement to $100 million as of September 30, 2013. Wewe are required to pay a standby fee dependent on our leverage ratio, of between 0.825% and 1.05%0.5% per annum on undrawn amounts under the revolving credit agreement. There was no amount drawn under the revolving credit agreement as ofSeptember 30, 2013, March 31, 2014, and the amounts above assume no amounts will be drawn during the agreement’sagreement's term.  For more information on our credit facility, seeNote 9 ofNotes to Condensed Consolidated Financial Statements (Unaudited).


  

 

(3)

As ofSeptember 30, 2013, March 31, 2014, we were committed to approximately $2.8 million and $8.7 million for various capital projects at the Greens Creek, and Lucky Friday units, respectively, and $4.9 million and $0.4$5.9 million for various non-capital items at Casa Berardi and Greens Creek, respectively.  items.


 

(4)

Includes scheduled capital lease payments of $17.1$20.8 million and $3.6$2.8 million (including interest), respectively, for equipment at our Greens Creek and Lucky Friday units.  These leases have fixed payment terms and contain bargain purchase options at the end of the lease periods (seeNote 9 ofNotes to Condensed Consolidated Financial Statements (Unaudited) for more information).

 

 

(5)

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.

 

 

(6)

On September 8, 2011, a Consent Decree settling the Coeur d'Alene Basin environmental litigation and related claims was entered by the U.S. District Court in Idaho. OurAs of March 31, 2014, our remaining obligation under the terms of the settlement after the $15 million paid in October 2013, is approximately $55.4 million by August 2014, payable inas quarterly payments asof the proceeds from the exercise of any outstanding Series 1 and Series 3 warrants are received (if any),during the quarter, with the remaining balance, if any, due in August 2014. These payments are secured by a third party surety for which Hecla Limited pays an annual maintenance fee of 0.556% of the remaining obligation balance.


 

 

(7)

We sponsor defined benefit pension plans covering substantially all U.S. employees and provide certain post-retirement benefits for qualifying retired employees, along with a supplemental executive retirement plan. These amounts represent our estimate of the future funding requirements for these plans.  We believe we will have funding requirements related to our defined benefit plans beyond one year; however, such obligations are not fixed in nature and are difficult to estimate, as they involve significant assumptions. On April 14, 2014, we entered into an agreement with the Hecla Mining Company Retirement Plan Trust pursuant to which we agreed to contribute to the trust over the course of 2014 approximately $7.5 million in aggregate principal amount of the Notes, including $2.0 million in aggregate principal amount of the Notes which were contributed on April 14, in order to satisfy the funding requirement for our funded pension plan for 2014. On the same day we filed a registration statement with the SEC for resale of the Notes that we agreed to contribute to the trust. SeeNote 7 andNote 9 ofNotes to Condensed Consolidated Financial Statements (Unaudited) for more information.

 

 

(8)

On April 12, 2013, we completed an offering of $500 million in aggregate principal amount of our senior notesSenior Notes due May 1, 2021 (the "Notes"). SeeNote 9ofNotes to Condensed Consolidated Financial Statements (Unaudited)for more information. On April 14, 2014, we issued an additional $2 million aggregate principal of Notes. The Notes bear interest at a rate of 6.875% per year from the date of original issuance or from the most recent payment date to which interest has been paid or provided for. Interest on the Notes is payable on May 1 and November 1 of each year, commencing November 1, 2013.

(9)

We are required to provide deposits of approximately CAD$2.9 million to the Quebec provincial government in 2014 for funding of future reclamation at the Casa Berardi mine.

 

We record liabilities for costs associated with mine closure, reclamation of land and other environmental matters.  AtSeptember 30, 2013, March 31, 2014, our liabilities for these matters totaled$124.3 $114.0 million,, including $71.3 million (which includes $15 million paid in October 2013)$55.4 for the net present value of Hecla Limited's liability relating to the Coeur d'Alene River Basin in North Idaho.   On September 8, 2011 a Consent Decree settling the Coeur d'Alene Basin environmental litigation and related claims was entered by the U.S. District Court in Idaho.  See theFinancial Liquidity and Capital Resources section above for more information on the financial terms of the settlement.  Future expenditures related to closure, reclamation and environmental expenditures at our other sites are difficult to estimate, although we anticipate we will incur expenditures relating to these obligations over the next 30 years. SeeThe Greens Creek Segmentabove for more information regarding our closure and reclamation obligations. For additional information relating to our environmental obligations, seeNote 4 ofNotes to Condensed Consolidated Financial Statements (Unaudited).

Off-Balance Sheet Arrangements

 

AtSeptember 30, 2013, March 31, 2014, we had no existing off-balance sheet arrangements, as defined under Securities and Exchange CommissionSEC regulations, that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that isare material to investors.

  


Critical Accounting Estimates

 

Our significant accounting policies are described inNote 1 ofNotes to Consolidated Financial Statements in our annual report filed on Form 10-K for the year endedDecember 31, 20122013. As described inNote 1, we are required to make estimates and assumptions that affect the reported amounts and related disclosures of assets, liabilities, revenue, and expenses. Our estimates are based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business prospects. Actual results may differ significantly from our estimates.

 

We believe that our most critical accounting estimates are related to future metals prices; obligations for environmental, reclamation, and closure matters; mineral reserves; and accounting for business combinations, as they require us to make assumptions that were highly uncertain at the time the accounting estimates were made and changes in them are reasonably likely to occur from period to period. Management has discussed the development and selection of these critical accounting estimates with the audit committeeAudit Committee of our boardBoard of directors,Directors, and the audit committeeAudit Committee has reviewed the disclosures presented below. In addition, there are other items within our financial statements that require estimation, but are not deemed to be critical. However, changes in estimates used in these and other items could have a material impact on our financial statements.

 

Future Metals Prices

 

Metals prices are key components in estimates that determine the valuation of some of our significant assets and liabilities, including properties, plants and equipment, deferred tax assets, and certain accounts receivable. Metals prices are also an important component in the estimation of reserves.  As shown underItem 1A. — Risk Factors in our annual report filed on Form 10-K for the year endedDecember 31, 2012, as updated inPart II, Item 1A. — Risk Factors in our quarterly report on Form 10-Q for the period ended March 31, 2013, metals prices have historically been volatile. Silver demand arises from investment demand, particularly in Exchange-Traded Funds, and industrial demand, and consumer demand. Gold demand, ariseswhile demand for gold is primarily fromdriven by investment and consumer demand.  Investment demand for silver and gold has been relatively strong over the past three years and is influenced by various factors, including:  the value of the U.S. Dollar and other currencies, expanding U.S. budget deficits, widening availability of exchange-traded commodity funds, interest rate levels, the health of credit markets, and inflationary expectations.  Uncertainty towards a globalUncertain economic recoveryconditions could result in continued investment demand for precious metals.  Industrial demand for silver is closely linked to world Gross Domestic Product growth and industrial fabrication levels, as it is difficult to substitute for silver in industrial fabrication.growth.  Consumer demand is driven significantly by demand for jewelry and similar retail products. We believe that global economic conditions are improving, though slowly and unevenly, and that industrial and economic trends, including urbanization and growth of the middle class in countries such as China and India, will result in continued consumer demand growth for silver and gold and industrial demand growth for silver.gold.  However, there can be no assurance whetherthat these trends will continue or as to how they will impact prices of the metals we produce. InWe are also impacted by fluctuations in prices for zinc and lead, which are also tied to economic conditions and the past, weamount of available supply. We have recorded impairments to our asset carrying value in the past because of low prices, and we can offer no assurance that prices will either remain at their current levels or increase.

 


Processes supporting valuation of our assets and liabilities that are most significantly affected by prices include analysis of asset carrying values, depreciation, reserves, and deferred income taxes. On at least an annual basis – and more frequently if circumstances warrant – we examine our depreciation rates, reserve estimates, and the valuation allowances on our deferred tax assets. We examine the carrying values of our assets as changes in facts and circumstances warrant.  In our analysis of carrying values and deferred taxes, we apply several pricing views to our forecasting model, including current prices, analyst price estimates, forward-curve prices, and historical prices (seeMineral Reserves, below, regarding prices used for reserve estimates). Using applicable accounting guidance and our view of metals markets, we use the average of the various methods to determine whether the values of our assets are fairly stated, and to determine the level of valuation allowances, if any, on our deferred tax assets.  In addition, estimates of future metals prices are used in the valuation of certain assets in the determination of the purchase price allocations for our acquisitions (seeBusiness Combinations below).

 

Sales of all metals products sold directly to smelters are recorded as revenues when title and risk of loss transfer to the smelter (generally at the time of shipment) at estimated forward metals prices for the estimated month of settlement. Due to the time elapsed between the time of shipment to the smelter and final settlement with the smelter, we must estimate the prices at which sales of our metals will be settled. Previously recorded sales and trade accounts receivable are adjusted to estimated settlement metals prices until final settlement by the smelter. Changes in metals prices between shipment and final settlement result in changes to revenues and accounts receivable previously recorded upon shipment.  As a result, our trade accounts receivable balances are subject to changes in metals prices until final settlement occurs.  For more information, see partN. Revenue Recognition ofNote 1 ofNotes to Consolidated Financial Statements in our annual report filed on Form 10-K for the year endedDecember 31, 2012.2013.

 

We utilize financially-settled forward contracts to manage our exposure to changes in the prices forof silver, gold, zinc and lead.lead contained in our concentrates that have been shipped but not yet settled, and zinc and lead contained in our forecasted future concentrate shipments.  SeeItem 3. Quantitative and Qualitative Disclosures About Market Risk - Commodity-Price Risk Management below for more information on our contract programs.  These contracts do not qualify for hedge accounting and are therefore marked-to-market through earnings each period.  Changes in silver, gold, zinc and lead prices between the dates that the contracts are entered into and their settlements will result in changes to the fair value asset or liability associated with the contracts, with a corresponding gain or loss recognized in earnings.

 


Obligations for Environmental, Reclamation and Closure Matters

 

One of the mostAccrued reclamation and closure costs represents a significant liabilitiesliability on our balance sheet is forsheet. Of our $114.0 million total accrued reclamation and closure costs. Incost balance as of March 31, 2014, approximately $55.4 million is fixed by the past we have conducted considerable remediation work at sites interms of the United States for which remediation requirements were not yet fully determined, nor had they been agreedCoeur d'Alene Basin litigation settlement, with much of the remaining balance subject to by us and various regulatory agencies with oversight over the properties.uncertainty. We have estimated our liabilities under appropriate accounting guidance, and on at least an annual basis - and more frequently if warranted - management reviews our liabilities with our audit committee.Audit Committee. However, the ranges of liability proposed by the plaintiffs in environmental proceedings in the past have considerably exceededcould exceed the liabilities we had recognized (and may do so in the future). While the settlement of the Coeur d'Alene Basin litigation has resolved and fixed our largest and most significant environmental risk, other risks remain unresolved.recognized. If substantial damages were awarded, claims were settled, or remediation costs incurred in excess of our accruals, our financial results or condition could be materially adversely affected.

 

Mineral Reserves

 

Critical estimates are inherent in the process of determining our reserves. Our reserves are affected largely by our assessment of future metals prices, as well as by engineering and geological estimates of ore grade, accessibility and production cost. Metals prices are estimated at long-term averages, as described inItem 2. — Property Descriptions in our annual report on Form 10-K filed for the year endedDecember 31, 2012.2013. Our assessment of reserves occurs at least annually, and periodically utilizes external audits.

 

Reserves are a key component in the valuation of our properties, plants and equipment. Reserve estimates are used in determining appropriate rates of units-of-production depreciation, with net book value of many assets depreciated over remaining estimated reserves. Reserves are also a key component in forecasts, with which we compare future cash flows to current asset values to ensure that carrying values are reported appropriately. Reserves also play a key role in the valuation of certain assets in the determination of the purchase price allocations for acquisitions (seeBusiness Combinations below).  Reserves are a culmination of many estimates and are not guarantees that we will recover the indicated quantities of metals or that we will do so at a profitable level.

 


Business Combinations

 

We are required to allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at acquisition date.  The valuation of assets acquired and liabilities assumed requires management to make significant estimates and assumptions, especially with respect to long-lived assets, including estimates of future metals prices and mineral reserves, as discussed above.  In some cases, we use third-party appraisers to determine the fair values and lives of property and other identifiable assets. In addition, costs related to business combinations are included in earnings as incurred, and our financial results for periods in which business combinations are pursued could be adversely affected as a result.

 

 

Item 3.    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 held by us atSeptember 30, 2013, March 31, 2014, which are sensitive to changes in commodity prices and foreign exchange rates 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 non-financial or non-quantifiable (seePart II, Item 1A. – Risk Factors in our annual report filed on Form 10-K for the year endedDecember 31, 2012, as updated inPart II, Item 1A. - Risk Factors in our quarterly reports on Forms 10-Q for the periods ended March 31, 2013 and June 30, 2013).).

 

Commodity-Price Risk ManagementProvisional Sales

 

At times, we use financially-settled forward contracts, and we may use commodity swap contracts, to manage our exposure to fluctuation in the prices of certain metals that we produce. Contract positions are designed to ensure that we will receive a defined minimum price for certain quantities of our production, thereby partially offsetting our exposure to price fluctuations. These instruments do, however, expose us to (i) credit risk in the event of non-performance by counterparties for contracts in which the contract price exceeds the spot price of a commodity and (ii) price risk to the extent that the spot price exceeds the contract price for quantities of our production covered by contract positions.

We use financially-settled forward contracts to sell silver, gold, zinc and lead at fixed prices for settlement at approximately the same time that our unsettled concentrate sales contracts will settle.  The settlement of each concentrate lot is based on the average spot price of the metal during the month of settlement, which may differ from the prices used to record the sale when the sale takes place.  The objective of the contracts is to manage the exposure to changes in prices of silver, gold, zinc and lead contained in our concentrate shipments between the time of sale and final settlement.  These contracts do not qualify for hedge accounting and are marked-to-market through earnings each period.  AtSeptember 30, 2013 we recorded a current asset of approximately $1.4 million, which is included in other current assets, for the fair value of the contracts. We recognized a $0.3 million net gain on the contracts during the first nine months of 2013, which is included in sales of products.  The net gains recognized on the contracts offset price adjustments on our provisional concentrate sales related to changes to silver, gold, zinc and lead prices between the time of sale and final settlement.

We also use financially-settled forward contracts to manage the exposure to changes in prices of zinc and lead contained in our forecasted future concentrate shipments.  These contracts also do not qualify for hedge accounting and are marked-to-market through earnings each period.  AtSeptember 30, 2013 we recorded a current asset of $8.0 million, which is included in other current assets, and a non-current asset of $9.3 million, which is included in other non-current assets, for the fair value of the contracts. We recognized a$23.5 million net gain on the contracts, which includes $9.7 million in gains realized on settled contracts during the first nine months of 2013. The net gains on these contracts are included as a separate line item under other income (expense), as they relate to forecasted future shipments, as opposed to sales that have already taken place but are subject to final pricing.  The gains recognized during the first nine months of 2013 are the result of decreasing lead and zinc prices through the end of the period.  This program is designed and intended to mitigate the impact of potential future declines in lead and zinc prices from the price levels established in the contracts (see average price information below).

The following table summarizes the quantities of metals committed under forward sales contracts atSeptember 30, 2013:


  

Ounces/pounds under contract (in 000's)

  

Average price per ounce/pound

 
  

Silver

(ounces)

  

Gold

(ounces)

  

Zinc

(pounds)

  

Lead

(pounds)

  

Silver

(ounces)

  

Gold

(ounces)

  

Zinc

(pounds)

  

Lead

(pounds)

 

Contracts on provisional sales

                                

2013 settlements

  1,384   5   16,975   8,047  $22.40  $1,354  $0.87  $0.97 
                                 

Contracts on forecasted sales

                                

2013 settlements

        3,527   4,079        $0.95  $1.07 

2014 settlements

        60,516   47,619        $0.99  $1.05 

2015 settlements

        42,769   39,628        $0.96  $1.07 

Provisional Sales

Sales of all metals products sold directly to smelters, including by-product metals, are recorded as revenues when title and risk of loss transfers to the smelter (generally at the time of shipment) at forward prices for the estimated month of settlement. Due to the time elapsed between shipment to the smelter and the final settlement with the smelter we must estimate the prices at which sales of our metals will be settled. Previously recorded sales are adjusted to estimated settlement metals prices until final settlement by the smelter.  Changes in metals prices between shipment and final settlement will result in changes to revenues previously recorded upon shipment.  Metals prices can and often do fluctuate widely and are affected by numerous factors beyond our control (seeItem 1A – Risk Factors –A substantial or extended decline in metals prices would have a material adverse effect on us inof our annual reportedreport filed on Form 10-K for the year endedDecember 31, 2012, as updated inPart II, Item 1A. — Risk Factors in our quarterly report on Form 10-Q for the period ended March 31, 2013 for more information).  AtSeptember 30, 2013, March 31, 2014, metals contained in concentrates and exposed to future price changes totaled approximately 1.61.7 million ounces of silver, 6,5917,831 ounces of gold, 9,25418,847 tons of zinc, and 4,3965,126 tons of lead.  If the price for each metal were to change by ten percent, the change in the total value of the concentrates sold would be approximately $6.8$8.8 million.  However, as noteddiscussed inCommodity-Price Risk Management above, we utilize a program designed and intended to mitigate the risk of negative price adjustments with limited mark-to-market financially-settled forward contracts for our silver, gold, zinc and lead sales.


Commodity-Price Risk Management

 

At times, we use financially-settled forward contracts to manage our exposure to fluctuation in the prices of certain metals that we produce. Contract positions are designed to ensure that we will receive a defined minimum price for certain quantities of our production, thereby partially offsetting our exposure to price fluctuations. These instruments do, however, expose us to (i) credit risk in the event of non-performance by counterparties for contracts in which the contract price exceeds the spot price of a commodity and (ii) price risk to the extent that the spot price exceeds the contract price for quantities of our production covered by contract positions.

We use financially-settled forward contracts to manage the exposure to changes in prices of silver, gold, zinc and lead contained in our concentrate shipments between the time of sale and final settlement.  These contracts do not qualify for hedge accounting and are marked-to-market through earnings each period.  At March 31, 2014 we recorded a current asset of approximately $0.9 million, which is included in other current assets, for the fair value of the contracts. We recognized a $19 thousand net loss on the contracts during the first quarter of 2014, which is included in sales of products.  The net loss recognized on the contracts offset price adjustments on our provisional concentrate sales related to changes to silver, gold, zinc and lead prices between the time of sale and final settlement.

We also use financially-settled forward contracts to manage the exposure to changes in prices of zinc and lead (but not silver and gold) contained in our forecasted future concentrate shipments.  These contracts also do not qualify for hedge accounting and are marked-to-market through earnings each period.  At March 31, 2014, we recorded a current asset of $5.0 million, which is included in other current assets, and a non-current asset of $7.4 million, which is included in other non-current assets, for the fair value of the contracts. We recognized a $9.5 million net gain on the contracts, which includes $2.0 million in gains realized on settled contracts during the first quarter of 2014. The net gains on these contracts are included as a separate line item under other income (expense), as they relate to forecasted future shipments, as opposed to sales that have already taken place but are subject to final pricing.  The gains recognized during the first quarter of 2014 are the result of decreasing lead and zinc prices through the end of the period and contacts with settlement prices that are higher than spot prices.  This program is designed and intended to mitigate the impact of potential future declines in lead and zinc prices from the price levels established in the contracts (see average price information below).

The following table summarizes the quantities of metals committed under forward sales contracts at March 31, 2014:

  Ounces/pounds under contract (in 000's)  Average price per ounce/pound 
  Silver  Gold  Zinc  Lead  Silver  Gold  Zinc  Lead 
  (ounces)  (ounces)  (pounds)  (pounds)  (ounces)  (ounces)  (pounds)  (pounds) 
Contracts on provisional sales                                
2014 settlements  1,590   7   29,817   9,755  $20.15  $1,304  $0.91  $0.95 
                                 

Contracts on forecasted sales

                                
2014 settlements        29,652   21,054  N/A  N/A  $0.99  $1.05 
2015 settlements        45,635   40,179  N/A  N/A  $0.96  $1.07 
2016 settlements        9,094   31,030  N/A  N/A  $0.94  $1.03 

Foreign Currency

 

We operate or have mining interests in Canada and Mexico, which exposes us to risks associated with fluctuations in the exchange rates of the currencies involved, particularly between the U.S. dollar and Canadian dollar. On June 1, 2013, we completed the acquisition of Aurizon Mines Ltd., which gave us ownership of the Casa Berardi mine and various mineral interests in Quebec, Canada. SeeNote 13 ofNotes to Condensed Consolidated Financial Statements (Unaudited)for more information. We have determined that the functional currency for our Canadian operations is the U.S. dollar. As such, foreign exchange gains and losses associated with the re-measurement of monetary assets and liabilities from Canadian dollars to U.S. dollars are recorded to earnings each period. For the nine-month periodthree months endedSeptember 30, 2013, March 31, 2014, we recognized a net foreign exchanges lossesexchange gain of $1.1$4.1 million. Foreign currency exchange rates are influenced by a number of factors beyond our control. We currently do not utilize forward contracts or other contracts to manage our exposure to foreign currency fluctuations, but we may do so in the future. SeeItem 1A. – Risk Factors - Our foreign activities are subject to additional inherent risksin our annual report filed on Form 10-K for the year endedDecember 31, 2012, as updated inPart II, Item 1A. - Risk Factorsin our quarterly report on Form 10-Q for the period ended June 30, 2013. A one percent change in the exchange rate between the U.S. dollar and Canadian dollar from the rate at September 30, 2013March 31, 2014 would have resulted in a change of approximately $1.0$1.5 million in our net foreign exchange losses recognized.gain.


 

Item 4.    Controls and Procedures

 

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as required by Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report.  Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures, including controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management (including our CEO and CFO), were effective as ofSeptember 30, 2013, March 31, 2014, in assuring them in a timely manner that material information required to be disclosed in this report has been properly recorded, processed, summarized and reported. There were no changes in our internal control over financial reporting during the quarter endedSeptember 30, 2013, March 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


On June 1, 2013, we completed the acquisition of Aurizon Mines Ltd. We have commenced the process of assessing the effectiveness of our internal controls over financial reporting for the newly-acquired Aurizon operations, using the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). We plan to include the newly-acquired operations in our assessment of internal controls as of December 31, 2013.

 

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

 

 

Part II - Other Information

 

Hecla Mining Company and Subsidiaries

 

Item 1.    Legal Proceedings

 

For information concerning legal proceedings, refer toNote 4 ofNotes to Condensed Consolidated Financial Statements (Unaudited), which is incorporated by reference into this Item 1.

 

Item 1A.    Risk Factors

 

Item 1A – Risk Factors of our annual report filed on Form 10-K for the year endedDecember 31, 2012, as updated inPart II, Item 1A. - Risk Factors in our quarterly report on Form 10-Q for the periods ended March 31, 2013 and June 30, 2013,setsets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition or operating results.  Those risk factors continue to be relevant to an understanding of our business, financial condition and operating results.

 

Item 4. Mine Safety Disclosures

 

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in exhibit 95 to this Quarterly Report.

 

Item 6.    Exhibits

 

See the exhibit index to this Form 10-Q for the list of exhibits.

 

Items 2, 3 and 5 of Part II are not applicable and are omitted from this report.

 

 

 

Hecla Mining Company and Subsidiaries

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

HECLA MINING COMPANY

    (Registrant)

  
Date:     November 5, 2013By:/s/ Phillips S. Baker, Jr.
Phillips S. Baker, Jr., President,
Chief Executive Officer and Director

    (Registrant)

    

Date:     November 5, 2013

May 6, 2014

By:

/s/ Phillips S. Baker, Jr.

Phillips S. Baker, Jr., President,

Chief Executive Officer and Director

Date:

May 6, 2014

By:

/s/ James A. Sabala

 
  

James A. Sabala, Senior Vice President and

 
  

Chief Financial Officer

 

 

  

Hecla Mining Company and Wholly Owned Subsidiaries

Form 10-Q –September 30, 2013 March 31, 2014

Index to Exhibits

 

3.1

Certificate of Incorporation of the Registrant as amended to date. Filed as exhibit 3.1 to Registrant's Form 10-Q for the quarter ended June 30, 2010 (File No. 1-8491), and incorporated herein by reference.

 

3.2

Bylaws of the Registrant as amended to date. Filed as exhibit 3.1 to Registrant's Current Report on Form 8-K filed on December 6, 2007 (File No. 1-8491), and incorporated herein by reference.

 

4.1(a)

Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of the Registrant. Filed as exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No 1-8491), 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 3.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 1-8491), and incorporated herein by reference.

 

4.2(a)

Form of Series 1 Common Stock Purchase Warrant. Filed as exhibit 4.1 to Registrant's Current Report on Form 8-K filed on December 11, 2008 (File No. 1-8491), and incorporated herein by reference.

 

4.2(b)

Form of Series 3 Common Stock Purchase Warrant. Filed as exhibit 4.1 to Registrant's Current Report on Form 8-K filed on February 9, 2009 (File No. 1-8491), and incorporated herein by reference.

 

4.3(a)4.3

Indenture dated as of April 12, 2013 among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Mining Company, as Guarantors thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee. Filed as exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on April 15, 2013 (File No. 1-8491), and incorporated herein by reference.

 

4.3(b)10.1

Registration RightsThird Amended and Restated Credit Agreement dated as of April 12, 2013,effective February 14, 2014, by and among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Limited, Hecla Alaska LLC, Hecla Greens Creek Mining Company and Hecla Juneau Mining Company, as Guarantors thereto,Borrowers, The Bank of Nova Scotia, as the Administrative Agent for the Lenders, and Merrill Lynch, Pierce, Fenner & Smith Incorporatedvarious Lenders. Filed as exhibit 10.1 Registrant's Current Report on Form 8-K on February 18, 2014 (File No. 1-8491), and Scotia Capital (USA) Inc.incorporated herein by reference.

10.2

Form of Change of Control Agreement entered into on February 21, 2014, between Registrant and each of Phillips S. Baker, Jr., Representatives of the Initial Purchasers.James A. Sabala, Lawrence P. Radford, Dean W.A. McDonald, David C. Sienko and Don Poirier. Filed as exhibit 10.1 to Registrant’s Current Report on Form 8-K on February 25, 2014 (File No. 1-8491), and incorporated herein by reference. (1)

10.3

Amended Key Employee Deferred Compensation Plan. Filed as exhibit 10.2 to Registrant’s Current Report on Form 8-K on February 25, 2014 (File No. 1-8491), and incorporated herein by reference. (1)

10.4

Amended 2010 Stock Incentive Plan. Filed as exhibit 10.3 to Registrant’s Current Report on Form 8-K filed on April 15, 2013February 25, 2014 (File No. 1-8491), and incorporated herein by reference. (1)

 

31.110.5

Hecla Mining Company Annual Incentive Plan. Filed as exhibit 10.4 to Registrant’s Current Report on Form 8-K on February 25, 2014 (File No. 1-8491), and incorporated herein by reference. (1)

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. *

 

95

Mine safety information listed in Section 1503 of the Dodd-Frank Act. *

101.INS

XBRL Instance.

101.SCH

XBRL Taxonomy Extension Schema.

 

101.CAL101.INS

XBRL Taxonomy Extension Calculation.Instance. **

 

101.DEF101.SCH

XBRL Taxonomy Extension Definition.Schema.**

 

101.LAB101.CAL

XBRL Taxonomy Extension Calculation.**

101.DEF

XBRL Taxonomy Extension Definition.**

101.LAB

XBRL Taxonomy Extension Labels.**

101.PRE

101.PRE  

XBRL Taxonomy Extension Presentation.**

___________________

(1) Indicates a management contract or compensatory plan or arrangement.

* Filed herewith.

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities and Exchange Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 


* Filed herewith.