Table of Contents

 

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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018March 31, 2019

or

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITES EXCHANGE ACT OF 1934

For the transition period from to .

 

 

Commission file number

1-8491

 

HECLA MINING COMPANY

(Exact name of registrant as specified in its charter)Charter)

 

 

 

Delaware

 

77-0664171

 
 

(State or other jurisdictionOther Jurisdiction of

 

(I.R.S. Employer

 
 

incorporationIncorporation or organization)Organization

 

Identification No.)

 
     
 

6500 N. Mineral Drive, Suite 200

   
 

Coeur d'Alene, Idaho

 

83815-9408

 
 

(Address of principal executive offices)Principal Executive Offices

 

(Zip Code)Code

 

208-769-4100

(Registrant's telephone number, including area code)Telephone Number, Including Area Code

 

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

Yes XX .    No     .

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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).

Yes XX .    No___.

 

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

Large Accelerated Fileraccelerated filer   XX.Accelerated Filerfiler     .
Non-Accelerated Filer Smaller Reporting CompanyNon-accelerated filer     .Smaller reporting company.
Emerging growth company     . 


Table of Contents

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     .

 

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

Yes     .    No XX.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

 Name of each exchange

on which registered

Common Stock, par value $0.25 per share

HL

New York Stock Exchange

Series B Cumulative Convertible Preferred Stock, par value $0.25 per share

HL-PB

New York Stock Exchange

 

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 6, 2018May 7, 2019

Common stock, par value

$0.25 per share

 

480,199,378486,232,104

 

 

Table of Contents

 

Hecla Mining Company and Subsidiaries

 

Form 10-Q

 

For the Quarter Ended September 30, 2018March 31, 2019

 

INDEX*

 

 

Page

PART I - Financial Information

 
  

Item 1 – Condensed Consolidated Financial Statements (Unaudited)

 
  

Condensed Consolidated Balance Sheets - September 30, 2018March 31, 2019 and December 31, 20178

3
  

Condensed Consolidated Statements of Operations and Comprehensive LossIncome - Three Months Ended March 31, 2019 and Nine Months Ended September 30, 2018 and 2017

4
  

Condensed Consolidated Statements of Cash Flows - NineThree Months Ended September 30, 2018March 31, 2019 and 20178

5
  

Condensed Consolidated Statements of Changes in Shareholders' Equity - Three Months Ended March 31, 2019 and 2018

6
 

Notes to Condensed Consolidated Financial Statements (Unaudited)

67
  

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

4234
  

Item 3. Quantitative and Qualitative Disclosures About Market Risk

7562
  

Item 4. Controls and Procedures

7865
  

PART II - Other Information

 
  

Item 1 – Legal Proceedings

7865
  

Item 1A – Risk Factors

7865
  

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

80

Item 4 – Mine Safety Disclosures

8068
  

Item 5 – Other Information

68
 

Item 6 – Exhibits

8068
  

Signatures

8170

 

*Items 32 and 53 of Part II are omitted as they are not applicable.

 

2

Table of Contents

 

Part I - Financial Information

 

Item 1. Financial Statements

 

Hecla Mining Company and Subsidiaries

 

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except shares)

 

 

September 30,

2018

  

December 31,

2017

  

March 31, 2019

  

December 31, 2018

 
   Revised  (Unaudited)    

ASSETS

ASSETS

 

ASSETS

 

Current assets:

                

Cash and cash equivalents

 $60,856  $186,107  $11,797  $27,389 

Investments

     33,758 

Accounts receivable:

                

Trade

  12,947   14,805   9,586   4,184 

Taxes

  19,316   10,382   16,831   14,191 

Other, net

  7,612   7,003   5,162   7,443 

Inventories:

                

Concentrates, doré, and stockpiled ore

  42,464   29,366   44,610   53,172 

Materials and supplies

  33,624   26,100   34,064   34,361 

Prepaid taxes

  13,818   12,231 

Other current assets

  21,510   13,715   8,239   11,179 

Total current assets

  198,329   321,236   144,107   164,150 

Non-current investments

  7,190   7,561   6,768   6,583 

Non-current restricted cash and investments

  1,010   1,032   1,025   1,025 

Properties, plants, equipment and mineral interests, net

  2,487,429   1,999,311   2,508,981   2,520,004 

Operating lease right-of-use assets

  20,647    

Non-current deferred income taxes

  1,601   1,509   3,058   1,987 

Other non-current assets and deferred charges

  14,699   14,509 

Other non-current assets

  10,019   10,195 

Total assets

 $2,710,258  $2,345,158  $2,694,605  $2,703,944 

LIABILITIES

LIABILITIES

 

LIABILITIES

 

Current liabilities:

                

Accounts payable and accrued liabilities

 $65,755  $46,549  $61,680  $77,861 

Accrued payroll and related benefits

  29,488   31,259   36,435   30,034 

Accrued taxes

  8,274   5,919   9,109   7,727 

Current portion of capital leases

  6,069   5,608 

Current portion of finance leases

  5,858   5,264 

Current portion of operating leases

  6,701    

Current portion of accrued reclamation and closure costs

  6,621   6,679   5,325   3,410 

Accrued interest

  15,044   5,745   15,017   5,961 

Other current liabilities

  1,205   10,371   6,696   5,937 

Total current liabilities

  132,456   112,130   146,821   136,194 

Capital leases

  8,638   6,193 

Non-current finance leases

  9,302   7,871 

Non-current operating leases

  13,964    

Accrued reclamation and closure costs

  99,314   79,366   104,186   104,979 

Long-term debt

  534,067   502,229   533,723   532,799 

Non-current deferred tax liability

  164,928   124,352   159,425   173,537 

Non-current pension liability

  44,097   46,628   49,821   47,711 

Other noncurrent liabilities

  4,689   12,983 

Other non-current liabilities

  6,793   9,890 

Total liabilities

  988,189   883,881   1,024,035   1,012,981 

Commitments and contingencies (Notes 3, 5, 8, 10, and 12)

        

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 750,000,000 shares; issued and outstanding 2018 — 479,909,466 shares and 2017 — 399,176,425 shares

  121,283   100,926 

Common stock, $0.25 par value, 750,000,000 shares authorized; issued and outstanding March 31, 2019 — 482,987,752 shares and December 31, 2018 — 482,603,937 shares

  122,052   121,956 

Capital surplus

  1,872,946   1,619,816   1,882,613   1,880,481 

Accumulated deficit

  (223,280

)

  (218,089

)

  (275,188

)

  (248,308

)

Accumulated other comprehensive loss

  (28,183

)

  (23,373

)

  (38,210

)

  (42,469

)

Less treasury stock, at cost; 2018 — 5,226,791 and 2017 — 4,529,450 shares issued and held in treasury

  (20,736

)

  (18,042

)

Total shareholders’ equity

  1,722,069   1,461,277 

Total liabilities and shareholders’ equity

 $2,710,258  $2,345,158 

Less treasury stock, at cost; March 31, 2019 and December 31, 2018 - 5,226,791 shares issued and held in treasury

  (20,736

)

  (20,736

)

Total stockholders’ equity

  1,670,570   1,690,963 

Total liabilities and stockholders’ equity

 $2,694,605  $2,703,944 

 

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

 

3

Table of Contents

 

 

Hecla Mining Company and Subsidiaries

 

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

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

 

 

Three Months Ended

  

Nine Months Ended

 
 

September 30, 2018

  

September 30, 2017

  

September 30, 2018

  

September 30, 2017

  

Three Months Ended

 
     Revised      Revised  

March 31, 2019

  

March 31, 2018

 

Sales of products

 $143,649  $140,839  $430,617  $417,662  $152,617  $139,709 

Cost of sales and other direct production costs

  93,609   68,358   246,918   224,537   110,386   72,869 

Depreciation, depletion and amortization

  43,464   29,518   103,335   86,986   38,787   28,054 

Total cost of sales

  137,073   97,876   350,253   311,523   149,173   100,923 

Gross profit

  6,576   42,963   80,364   106,139   3,444   38,786 

Other operating expenses:

                        

General and administrative

  10,327   9,529   27,849   29,044   9,959   7,735 

Exploration

  12,411   7,255   27,609   17,622   4,402   7,360 

Pre-development

  1,195   1,757   3,615   4,061   856   1,005 

Research and development

  1,269   1,130   5,042   2,125   403   1,436 

Other operating expense

  448   134   1,767   1,590   587   515 

Gain on disposition of properties, plants, equipment and mineral interests

  (3,208

)

  (4,830

)

  (3,374

)

  (4,924

)

Provision for closed operations and reclamation

  1,852   2,940   4,534   5,044 

Suspension-related costs

  6,519   4,780   18,337   14,385   2,778   5,017 

Acquisition costs

  6,139      9,656   25   13   2,507 

Provision for closed operations and environmental matters

  570   1,262 

Total other operating expense

  36,952   22,695   95,035   68,972   19,568   26,837 

Income from operations

  (30,376

)

  20,268   (14,671

)

  37,167 

(Loss) income from operations

  (16,124

)

  11,949 

Other income (expense):

                        

Gain (loss) on derivative contracts

  19,460   (11,226

)

  40,271   (16,548

)

Loss on disposition of investments

  (36

)

     (36

)

  (167

)

Unrealized (loss) gain on investments

  (2,207

)

  (124

)

  (2,461

)

  (73

)

Foreign exchange (loss) gain

  (2,212

)

  (4,917

)

  2,856   (10,258

)

Interest income and other (expense) income

  (346

)

  541   (294

)

  1,185 

Interest expense, net of amount capitalized

  (10,146

)

  (9,358

)

  (30,019

)

  (28,423

)

Unrealized gain on investments

  96   310 

(Loss) gain on derivative contracts

  (1,799

)

  4,007 

Net foreign exchange (loss) gain

  (3,133

)

  2,592 

Other expense

  (1,124

)

  (56

)

Interest expense

  (10,665

)

  (9,794

)

Total other expense

  4,513   (25,084

)

  10,317   (54,284

)

  (16,625

)

  (2,941

)

(Loss) income before income taxes

  (25,863

)

  (4,816

)

  (4,354

)

  (17,117

)

  (32,749

)

  9,008 

Income tax benefit

  2,679   5,130   1,484   17,564 

Income tax benefit (provision)

  7,216   (768

)

Net (loss) income

  (23,184

)

  314   (2,870

)

  447   (25,533

)

  8,240 

Preferred stock dividends

  (138

)

  (138

)

  (414

)

  (414

)

  (138

)

  (138

)

Income applicable to common shareholders

 $(23,322

)

 $176  $(3,284

)

 $33 

Comprehensive income:

                

(Loss) income applicable to common stockholders

 $(25,671

)

 $8,102 

Comprehensive (loss) income:

        

Net (loss) income

 $(23,184

)

 $314  $(2,870

)

 $447  $(25,533

)

 $8,240 

Reclassification of loss on disposition or impairment of marketable securities included in net income

           167 

Unrealized loss and amortization of prior service on pension plans

     (16

)

      

Unrealized holding losses on investments

     (31

)

Change in fair value of derivative contracts designated as hedge transactions

  3,743   6,760   (3,533

)

  12,068   4,259   (2,073

)

Unrealized holding gains on investments

  3   892   13   1,483 

Comprehensive (loss) income

 $(19,438

)

 $7,950  $(6,390

)

 $14,165  $(21,274

)

 $6,136 

Basic (loss) income per common share after preferred dividends

 $(0.05

)

 $  $(0.01

)

 $  $(0.05

)

 $0.02 

Diluted (loss) income per common share after preferred dividends

 $(0.05

)

 $  $(0.01

)

 $  $(0.05

)

 $0.02 

Weighted average number of common shares outstanding - basic

  452,636   398,848   417,532   396,809   482,829   399,322 

Weighted average number of common shares outstanding - diluted

  452,636   401,258   417,532   400,176   482,829   401,923 

Cash dividends declared per common share

 $0.0025  $0.0025  $0.0075  $0.0075 

 

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

 

4

Table of Contents

 

Hecla Mining Company and Subsidiaries

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

Nine Months Ended

 
 

September 30,

2018

  

September 30,

2017

  

Three Months Ended

 
   Revised  

March 31, 2019

  

March 31, 2018

 

Operating activities:

                

Net (loss) income

 $(2,870

)

 $447  $(25,533

)

 $8,240 

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

                

Depreciation, depletion and amortization

  108,814   91,255   40,267   29,490 

Loss on disposition of investments

     167 

Unrealized loss on investments

  2,461   73 

Unrealized gain on investments

  (96

)

  (310

)

Adjustment of inventory to market value

  7,232      1,399    

Gain on disposition of properties, plants, equipment, and mineral interests

  (3,374

)

  (4,924

)

     (129

)

Provision for reclamation and closure costs

  3,957   3,379   1,594   1,323 

Stock compensation

  4,672   4,943   1,580   1,089 

Deferred income taxes

  (4,637

)

  (23,467

)

  (8,293

)

  (438

)

Amortization of loan origination fees

  1,471   1,415   625   449 

Loss on derivative contracts

  (15,208

)

  16,718 

Foreign exchange (gain) loss

  (2,032

)

  10,520 

Loss (gain) on derivative contracts

  3,686   (9,094

)

Foreign exchange loss (gain)

  5,550   (3,399

)

Other non-cash items, net

  (37

)

  (1

)

  2   2 

Change in assets and liabilities, net of business acquisitions:

        

Change in assets and liabilities:

        

Accounts receivable

  (4,424

)

  4,903   (5,063

)

  (7,266

)

Inventories

  (18,954

)

  (9,611

)

  3,171   (6,762

)

Other current and non-current assets

  (5,569

)

  (2,685

)

  1,124   (3,171

)

Accounts payable and accrued liabilities

  12,308   (7,759

)

  (9,496

)

  13,956 

Accrued payroll and related benefits

  (4,207

)

  (913

)

  7,212   (3,927

)

Accrued taxes

  845   (4,469

)

  1,237   218 

Accrued reclamation and closure costs and other non-current liabilities

  (5,238

)

  (5,876

)

  1,064   (3,888

)

Cash provided by operating activities

  75,210   74,115   20,030   16,383 

Investing activities:

                

Additions to properties, plants, equipment and mineral interests

  (83,285

)

  (70,390

)

  (33,071

)

  (17,635

)

Acquisition of Klondex, net of cash and restricted cash acquired

  (139,326

)

   

Proceeds from disposition of properties, plants, equipment and mineral interests

  722   151 

Insurance proceeds received for damaged property

  4,377   5,628 

Proceeds from disposition of properties, plants and equipment

  1   151 

Purchases of investments

  (31,971

)

  (36,916

)

     (31,182

)

Maturities of investments

  64,895   31,169      30,501 

Net cash used in investing activities

  (184,588

)

  (70,358

)

  (33,070

)

  (18,165

)

Financing activities:

                

Proceeds from sale of common stock, net of offering costs

  3,085   9,610 

Acquisition of treasury shares

  (2,694

)

  (2,993

)

     (1,225

)

Dividends paid to common shareholders

  (3,193

)

  (2,978

)

Dividends paid to preferred shareholders

  (414

)

  (414

)

Credit availability and debt issuance fees

  (2,460

)

  (476

)

Dividends paid to common stockholders

  (1,209

)

  (998

)

Dividends paid to preferred stockholders

  (138

)

  (138

)

Credit facility fees paid

  (39

)

   

Borrowings on debt

  78,024      58,000   31,024 

Repayments of debt

  (82,036

)

  (470

)

  (58,000

)

   

Repayments of capital leases

  (5,992

)

  (5,065

)

Net cash used in financing activities

  (15,680

)

  (2,786

)

Repayments of finance leases

  (1,261

)

  (1,322

)

Net cash (used in) provided by financing activities

  (2,647

)

  27,341 

Effect of exchange rates on cash

  (215

)

  1,051   95   876 

Net (decrease) increase in cash, cash equivalents and restricted cash and cash equivalents

  (125,273

)

  2,022   (15,592

)

  26,435 

Cash, cash equivalents and restricted cash and cash equivalents at beginning of period

  187,139   171,977   28,414   187,139 

Cash, cash equivalents and restricted cash and cash equivalents at end of period

 $61,866  $173,999  $12,822  $213,574 

Significant non-cash investing and financing activities:

                

Addition of capital lease obligations

 $7,008  $6,439 

Common stock issued for the acquisition of other companies

 $252,544  $ 

Payment of accrued compensation in restricted stock units

 $4,863  $4,240 

Addition of finance lease obligations and right-of-use assets

 $3,498  $2,446 
Recognition of operating lease liabilities and right-of-use assets $22,365  $ 

Payment of accrued compensation in stock

 $  $4,863 

 

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

 

5

Table of Contents

 

Hecla Mining Company and Subsidiaries

 Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

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

  

Three Months Ended March 31, 2019

 
  

Series B

Preferred

Stock

  

Common

Stock

  

Additional

Paid-In

Capital

  

Accumulated

Deficit

  

Accumulated

Other

Comprehensive

Loss, net

  

Treasury

Stock

  

Total

 

Balances, January 1, 2019

 $39  $121,956  $1,880,481  $(248,308

)

 $(42,469

)

 $(20,736

)

 $1,690,963 

Net loss

              (25,533

)

          (25,533

)

Restricted stock units granted

          1,579               1,579 

Common stock dividends declared ($0.0025 per common share)

              (1,209

)

          (1,209

)

Series B Preferred Stock dividends declared ($0.875 per share)

              (138

)

          (138

)

Adjustment to fair value of warrants issued for purchase of another company

          (325

)

              (325

)

Common stock issued for 401(k) match (384,000 shares)

      96   878               974 

Other comprehensive income

                  4,259       4,259 

Balances, March 31, 2019

  39   122,052   1,882,613   (275,188

)

  (38,210

)

  (20,736

)

  1,670,570 

  

Three Months Ended March 31, 2018

 
  

Series B

Preferred

Stock

  

Common

Stock

  

Additional

Paid-In

Capital

  

Accumulated

Deficit

  

Accumulated

Other

Comprehensive

Loss, net

  

Treasury

Stock

  

Total

 

Balances, January 1, 2018

 $39  $100,926  $1,619,816  $(218,089

)

 $(23,373

)

 $(18,042

)

 $1,461,277 

Net income

              8,240           8,240 

Change in accounting for marketable equity securities

              1,289   (1,289

)

       

Restricted stock units granted

          1,089               1,089 

Common stock dividends declared ($0.0025 per common share)

              (998

)

          (998

)

Series B Preferred Stock dividends declared ($0.875 per share)

              (138

)

          (138

)

Common stock issued for 401(k) match (221,018 shares)

      55   839               894 

Common stock issued for employee incentive compensation 1,237,369 shares)

      309   4,554           (1,225

)

  3,638 

Other comprehensive income

                  (2,105

)

      (2,105

)

Balances, March 31, 2018

  39   101,290   1,626,298   (209,696

)

  (26,767

)

  (19,267

)

  1,471,897 

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

6

Table of Contents

 

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 unaudited interim condensed consolidated financial statements contain all adjustments, consisting of normal recurring items and items which are nonrecurring, necessary to present fairly, in all material respects, the financial position of Hecla Mining Company and its consolidated subsidiaries (in this report, "Hecla" or "the Company" or “we” or “our” or “us” refers to Hecla Mining Company and our subsidiaries, unless the context requires otherwise).  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 ended December 31, 2017,2018, 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 ("SEC").  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 July 20, 2018, we completed the acquisition of Klondex Mines Ltd. ("Klondex"). The unaudited interim condensed consolidated financial statements included herein reflect our ownership of the assets previously held by Klondex as of the July 20, 2018 acquisition date.

 

In the third quarter of 2018, we identified errors impacting amounts reported for accumulated depreciation, depletion and amortization ("DDA") and DDA expense for our Casa Berardi unit from June 1, 2013 through June 30, 2018. Certain amounts in the condensed consolidated financial statements and notes thereto for the prior period have been revised to correct these errors. See Note 2 for more information on the errors and revisions made to amounts reported for the prior period.

 

Note 2.    Revision of Previously Issued Financial Statements for Immaterial Misstatements

In the third quarter of 2018, we determined accumulated DDA and DDA expense at Casa Berardi, a business unit within our Hecla Quebec Inc. subsidiary, were understated for the periods from June 1, 2013 through June 30, 2018 as a result of errors in calculation from the date of acquisition of Casa Berardi as noted below:

6

i.

understatement of DDA by approximately $35.5 million in the aggregate over 5 1/2 years. The error in calculation resulted from the foreign exchange translation of accumulated DDA and DDA expense from Canadian dollars (“CAD”) to U.S. dollars (“USD”), which was incorrectly set up in the financial reporting system to use the average exchange rate for the respective reporting period, when the historical exchange rate should have been used. The CAD to USD exchange rate at June 1, 2013 was 0.9646 and has subsequently weakened over the intervening periods, resulting in an understatement of accumulated DDA and DDA expense during the periods from June 1, 2013 to June 30, 2018. The adjustments in the third quarter of 2018 to record the cumulative amounts related to this understatement for prior periods through June 30, 2018 were:

Condensed Consolidated Balance Sheet (Unaudited)

 

(in millions)

 

Credit - Accumulated DDA (recorded within properties, plants, equipment and mineral interests, net)

 $(36.2

)

Debit - Inventories: concentrates, doré, and stockpiled ore

  1.1 

Debit - Accumulated deficit

  30.3 
     

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

    

Debit - DDA expense

  5.0 

Credit - Net foreign exchange gain (loss)

  (0.2

)

Net increase to net loss for the nine months ended September 30, 2018

  (4.8

)

ii.

overstatement of DDA of approximately $14.2 million in the aggregate over 5 1/2 years related to the accelerated conversion of costs from the mineral interest asset, which represents the value of the undeveloped mineral interest and is not depletable, to the mineral properties asset, which represents the value of proven and probable reserves and is depletable. The error in calculation arose from the incorrect use of fair value information available on the per ounce value at the date of acquisition and resulted in the overstatement of the proven and probable reserves asset, which is subject to depletion, and an understatement of the undeveloped mineral interest asset, both of which are categories reported within properties, plants, equipment and mineral interests, net on the balance sheet. The overstatement of the conversions to the proven and probable reserves asset during the periods from January 1, 2014 through June 30, 2018 resulted in overstatements of accumulated DDA and DDA expense in each of these periods. The adjustments in the third quarter of 2018 to record the cumulative amounts related to this overstatement for prior periods through June 30, 2018 were:

Condensed Consolidated Balance Sheet (Unaudited)

 

(in millions)

 

Debit - Accumulated DDA (recorded within properties, plants, equipment and mineral interests, net)

 $14.2 

Credit - Deferred tax liability

  (3.8

)

Credit - Accumulated deficit

  (7.7

)

     

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

    

Credit - DDA expense

  (3.7

)

Debit - Income tax provision (benefit)

  1.0 

Net decrease to net loss for the nine months ended September 30, 2018

  2.7 

We assessed the materiality of the effect of the errors on our prior quarterly and annual financial statements, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin ("SAB") No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” and concluded the errors were not material to any of our previously issued financial statements. Consequently, we will correct these errors prospectively and revise our financial statements when the consolidated balance sheets, statements of operations and comprehensive income and cash flows for such prior periods are included in future filings (the "Revisions"). The Revisions had no net impact on our sales or net cash provided by operating activities for any period presented.

7

The following tables present a summary of the impact, by financial statement line item, of the Revisions for the three months ended March 31, 2017,  June 30, 2017 and September 30, 2017, the six months ended June 30, 2017, the nine months ended September 30, 2017, as of and for the year ended December 31, 2017, and for the year ended December 31, 2016: 

  

Three Months Ended September 30, 2017

 

(in thousands, except per share amounts)

 

As Previously

Reported

  

Adjustment

  

As Revised

 

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

            

Depreciation, depletion and amortization

 $28,844  $674  $29,518 

Total cost of sales

  97,202   674   97,876 

Gross profit

  43,637   (674

)

  42,963 

Income (loss) from operations

  20,942   (674

)

  20,268 

Foreign exchange (loss) gain

  (4,764

)

  (153

)

  (4,917

)

Total other (expense) income

  (24,931

)

  (153

)

  (25,084

)

(Loss) income before income taxes

  (3,989

)

  (827

)

  (4,816

)

Income tax benefit (provision)

  5,401   (271

)

  5,130 

Net income

 $1,412  $(1,098

)

 $314 

Income applicable to common shareholders

 $1,274  $(1,098

)

 $176 

Comprehensive income

  9,048   (1,098

)

  7,950 

Basic income per common share after preferred dividends

 $  $  $ 

Diluted income per common share after preferred dividends

 $  $  $ 

  

Nine Months Ended September 30, 2017

 

(in thousands, except per share amounts)

 

As Previously

Reported

  

Adjustment

  

As Revised

 

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

            

Depreciation, depletion and amortization

 $83,365  $3,621  $86,986 

Total cost of sales

  307,902   3,621   311,523 

Gross profit

  109,760   (3,621

)

  106,139 

Income (loss) from operations

  40,788   (3,621

)

  37,167 

Foreign exchange (loss) gain

  (10,909

)

  651   (10,258

)

Total other (expense) income

  (54,935

)

  651   (54,284

)

(Loss) income before income taxes

  (14,147

)

  (2,970

)

  (17,117

)

Income tax benefit (provision)

  18,377   (813

)

  17,564 

Net income

 $4,230  $(3,783

)

 $447 

Income applicable to common shareholders

 $3,816  $(3,783

)

 $33 

Comprehensive income

  17,948   (3,783

)

  14,165 

Basic income per common share after preferred dividends

 $0.01  $(0.01

)

 $ 

Diluted income per common share after preferred dividends

 $0.01  $(0.01

)

 $ 
             

Condensed Consolidated Statements of Cash Flows (Unaudited)

            

Net income

 $4,230  $(3,783

)

 $447 

Depreciation, depletion and amortization

  87,634   3,621   91,255 

Foreign exchange loss (gain)

  11,171   (651

)

  10,520 

Deferred income taxes

  (24,280

)

  813   (23,467

)

Cash provided by operating activities

 $74,115  $  $74,115 

8

  

As of and for the Year Ended December 31, 2017

 

(in thousands)

 

As Previously

Reported

  

Adjustment

  

As Revised

 

Condensed Consolidated Balance Sheet

            

Inventories: Concentrate, doré, and stockpiled ore

 $28,455  $911  $29,366 

Total current assets

  320,325   911   321,236 

Properties, plants, equipment and mineral interests, net

  2,020,021   (20,710

)

  1,999,311 

Total assets

  2,364,957   (19,799

)

  2,345,158 

Deferred tax liability

  121,546   2,806   124,352 

Total liabilities

  881,075   2,806   883,881 

Accumulated deficit

  (195,484

)

  (22,605

)

  (218,089

)

Total shareholders' equity

  1,483,882   (22,605

)

  1,461,277 

Total liabilities and shareholders' equity

  2,364,957   (19,799

)

  2,345,158 
             

Consolidated Statements of Operation and Comprehensive (Loss) Income

            

Depreciation, depletion and amortization

 $116,062  $4,537  $120,599 

Total cost of sales

  420,789   4,537   425,326 

Gross profit

  156,986   (4,537

)

  152,449 

Income (loss) from operations

  64,643   (4,537

)

  60,106 

Foreign exchange (loss) gain

  (10,300

)

  620   (9,680

)

Total other (expense) income

  (68,283

)

  620   (67,663

)

(Loss) income before income taxes

  (3,640

)

  (3,917

)

  (7,557

)

Income tax (provision) benefit

  (19,879

)

  (1,084

)

  (20,963

)

Net (loss) income

 $(23,519

)

 $(5,001

)

 $(28,520

)

(Loss) income applicable to common shareholders

 $(24,071

)

 $(5,001

)

 $(29,072

)

Comprehensive income (loss)

  (12,290

)

  (5,001

)

  (17,291

)

Basic (loss) income per common share after preferred dividends

 $(0.06

)

 $(0.01

)

 $(0.07

)

Diluted (loss) income per common share after preferred dividends

 $(0.06

)

 $(0.01

)

 $(0.07

)

             

Condensed Consolidated Statements of Cash Flows

            

Net (loss) income

 $(23,519

)

 $(5,001

)

 $(28,520

)

Depreciation, depletion and amortization

  121,930   4,537   126,467 

Foreign exchange loss (gain)

  10,828   (620

)

  10,208 

Deferred income taxes

  18,308   1,084   19,392 

Cash provided by operating activities

 $115,878  $  $115,878 

9

  

Three Months Ended March 31, 2017

 

(in thousands)

 

As Previously

Reported

  

Adjustment

  

As Revised

 

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

            

Depreciation, depletion and amortization

 $28,952  $1,483  $30,435 

Total cost of sales

  107,628   1,483   109,111 

Gross profit

  34,916   (1,483

)

  33,433 

Income from operations

  15,871   (1,483

)

  14,388 

Foreign exchange gain (loss)

  (2,262

)

  2   (2,260

)

Total other expense

  (18,108

)

  2   (18,106

)

Income (loss) before income taxes

  (2,237

)

  (1,481

)

  (3,718

)

Income tax (provision) benefit

  29,071   (271

)

  28,800 

Net income

 $26,834  $(1,752

)

 $25,082 

Income applicable to common shareholders

 $26,696  $(1,752

)

 $24,944 

Comprehensive income

  30,038   (1,752

)

  28,286 

Basic income per common share after preferred dividends

 $0.07  $  $0.07 

Diluted income per common share after preferred dividends

 $0.07  $  $0.07 
             

Condensed Consolidated Statements of Cash Flows (Unaudited)

            

Net income

 $26,834  $(1,752

)

 $25,082 

Depreciation, depletion and amortization

  29,590   1,483   31,073 

Foreign exchange (gain) loss

  506   (2

)

  504 

Deferred income taxes

  (21,234

)

  271   (20,963

)

Cash provided by operating activities

 $38,285  $  $38,285 

  

Three Months Ended June 30, 2017

 

(in thousands)

 

As Previously

Reported

  

Adjustment

  

As Revised

 

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

            

Depreciation, depletion and amortization

 $25,569  $1,464  $27,033 

Total cost of sales

  103,072   1,464   104,536 

Gross profit

  31,207   (1,464

)

  29,743 

Income from operations

  3,975   (1,464

)

  2,511 

Foreign exchange gain (loss)

  (3,883

)

  803   (3,080

)

Total other income (expense)

  (11,896

)

  803   (11,093

)

Income (loss) before income taxes

  (7,921

)

  (661

)

  (8,582

)

Income tax (provision) benefit

  (16,095

)

  (271

)

  (16,366

)

Net income (loss)

 $(24,016

)

 $(932

)

 $(24,948

)

Income (loss) applicable to common shareholders

 $(24,154

)

 $(932

)

 $(25,086

)

Comprehensive income (loss)

  (21,138

)

  (932

)

  (22,070

)

Basic income (loss) per common share after preferred dividends

 $(0.06

)

 $  $(0.06

)

Diluted income (loss) per common share after preferred dividends

 $(0.06

)

 $  $(0.06

)

10

  

Six Months Ended June 30, 2017

 

(in thousands)

 

As Previously

Reported

  

Adjustment

  

As Revised

 

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

            

Depreciation, depletion and amortization

 $54,521  $2,947  $57,468 

Total cost of sales

  210,700   2,947   213,647 

Gross profit

  66,123   (2,947

)

  63,176 

Income from operations

  19,846   (2,947

)

  16,899 

Foreign exchange gain (loss)

  (6,145

)

  805   (5,340

)

Total other income (expense)

  (30,004

)

  805   (29,199

)

Income (loss) before income taxes

  (10,158

)

  (2,142

)

  (12,300

)

Income tax (provision) benefit

  12,976   (542

)

  12,434 

Net income (loss)

 $2,818  $(2,684

)

 $134 

Income (loss) applicable to common shareholders

 $2,542  $(2,684

)

 $(142

)

Comprehensive income (loss)

  8,900   (2,684

)

  6,216 

Basic income (loss) per common share after preferred dividends

 $0.01  $(0.01

)

 $ 

Diluted income (loss) per common share after preferred dividends

 $0.01  $(0.01

)

 $ 
             

Condensed Consolidated Statements of Cash Flows (Unaudited)

            

Net income

 $2,818  $(2,684

)

 $134 

Depreciation, depletion and amortization

  56,908   2,947   59,855 

Foreign exchange (gain) loss

  5,201   (805

)

  4,396 

Deferred income taxes

  (22,113

)

  542   (21,571

)

Cash provided by operating activities

 $45,821  $  $45,821 

11

  

For the Year Ended December 31, 2016

 

(in thousands)

 

As Previously

Reported

  

Adjustment

  

As Revised

 

Consolidated Statements of Operation and Comprehensive (Loss) Income

            

Depreciation, depletion and amortization

 $116,126  $7,505  $123,631 

Total cost of sales

  454,451   7,505   461,956 

Gross profit

  191,506   (7,505

)

  184,001 

Income (loss) from operations

  116,944   (7,505

)

  109,439 

Foreign exchange (loss) gain

  (2,926

)

  189   (2,737

)

Total other (expense) income

  (19,969

)

  189   (19,780

)

(Loss) income before income taxes

  96,975   (7,316

)

  89,659 

Income tax (provision) benefit

  (27,428

)

  (662

)

  (28,090

)

Net (loss) income

 $69,547  $(7,978

)

 $61,569 

(Loss) income applicable to common shareholders

 $68,995  $(7,978

)

 $61,017 

Comprehensive income (loss)

  67,576   (7,978

)

  59,598 

Basic (loss) income per common share after preferred dividends

 $0.18  $(0.02

)

 $0.16 

Diluted (loss) income per common share after preferred dividends

 $0.18  $(0.02

)

 $0.16 
             

Condensed Consolidated Statements of Cash Flows

            

Net (loss) income

 $69,547  $(7,978

)

 $61,569 

Depreciation, depletion and amortization

  117,413   7,505   124,918 

Foreign exchange loss (gain)

  4,649   (189

)

  4,460 

Deferred income taxes

  2,112   662   2,774 

Cash provided by operating activities

 $225,328  $  $225,328 

Note 3.    Investments

 

Our current investments, which are classified as "available for sale" and consist of bonds having maturities of greater than 90 days were $33.8 million at DecemberAt March 31, 2017. We held no such investments as of September 30, 2018. During the first nine months of 2018 and 2017, we had purchases of such investments of $31.2 million and $35.3 million, respectively, and maturities of $64.9 million and $31.2 million, respectively. Our current investments at December 31, 2017 consisted of the following (in thousands):

  

December 31, 2017

 
  

Amortized

cost

  

Unrealized+ loss

  

Fair value

 

Corporate bonds

 $33,778  $(20

)

 $33,758 

At September 30, 20182019 and December 31, 2017,2018, the fair value of our non-current investments was $7.2$6.8 million and $7.6$6.6 million, respectively.  Our non-current investments consist of marketable equity securities which are carried at fair value, and are primarily classified as “available-for-sale.”value. The cost basis of our non-current investments was approximately $7.9$7.8 million and $5.7$7.7 million at September 30, 2018March 31, 2019 and December 31, 2017, respectively. In the first nine months of 2018, and 2017, we acquired marketable equity securities having a cost basis of $0.8 million and $1.6 million, respectively. During the first nine months of 2018,quarter ended March 31, 2019, we recognized $2.5 million in net unrealized losses in current earnings. During the first nine months of 2017, we recognized $1.5$0.1 million in net unrealized gains in other comprehensive income and $0.1current earnings. During the quarter ended March 31, 2018, we recognized $0.3 million in net unrealized lossesgains in current earnings.

7

 

 

Note 4.3.   Income Taxes

 

Major components of our income tax provision (benefit)benefit (provision) for the three and nine months ended September 30,March 31, 2019 and 2018 and 2017 are as follows (in thousands):

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2018

  

2017

  

2018

  

2017

 

Current:

                

Domestic

 $  $  $1  $(12,797

)

Foreign

  80   (3,959

)

  4,250   17,491 

Total current income tax provision (benefit)

  80   (3,959

)

  4,251   4,694 
                 

Deferred:

                

Domestic

  (3,778

)

  1,980   (3,778

)

  (13,958

)

Foreign

  1,019   (3,151

)

  (1,957

)

  (8,300

)

Total deferred income tax provision (benefit)

  (2,759

)

  (1,171

)

  (5,735

)

  (22,258

)

Total income tax provision (benefit)

 $(2,679

)

 $(5,130

)

 $(1,484

)

 $(17,564

)

12

  

Three Months Ended

 
  

March 31,

 
  

2019

  

2018

 

Current:

        

Domestic

 $  $ 

Foreign

  (1,077)  (1,206)

Total current income tax benefit (provision)

  (1,077)  (1,206)
         

Deferred:

        

Domestic

  2,477

 

   

Foreign

  5,816

 

  438

 

Total deferred income tax benefit (provision)

  8,293

 

  438

 

Total income tax benefit (provision)

 $7,216

 

 $(768)

 

The current income tax provisionsbenefit (provision) for the three and nine months ended September 30,March 31, 2019 and 2018 and 2017 varyvaries from the amounts that would have resulted from applying the statutory income tax rate to pre-tax income due primarily to the impact of taxation in foreign jurisdictions and a valuation allowance on the majority of U.S. deferred taxes and the impact of the change in accounting method treatment of the #4 Shaft development costs in 2017.tax assets.

 

As of September 30, 2018,March 31, 2019, we have a net deferred tax liability in the U.S. of $46.7$51.6 million, a net deferred tax liability in Canada of $118.1$107.8 million and a net deferred tax asset in Mexico of $1.9$3.1 million, for a consolidated worldwide net deferred tax liability of $162.9$156.3 million.

 

With the acquisition of Klondex Mines Ltd. ("Klondex") on July 20, 2018 (see Note 1413), we acquired a U.S. consolidated tax group (the "Klondex"Nevada U.S. Group") that did not join the existing consolidated U.S. tax group of Hecla Mining Company and subsidiaries (“Legacy Hecla”Hecla U.S.”). Under acquisition accounting, we recorded a net deferred tax liability of $50.1$60.2 million. For the three and nine months ended September 30, 2018,March 31, 2019, we recorded a tax benefit of $3.8 million on a net tax loss of $15.2$2.5 million in the KlondexNevada U.S. group.Group. Net operating losses acquired as of the acquisition date are subject to limitation under Internal Revenue Code Section 382. However, the annual limitation is not expected to have a material impact on our ability to utilize the losses.

 

For Legacy Hecla U.S., we recorded a full valuation allowance in the U.S. in December 2017 as a result of U.S. tax reform. Our circumstances at September 30, 2018March 31, 2019 continued to support a full valuation allowance in the U.S. for Legacy Hecla. In the first quarter of 2017, we received consent from the Internal Revenue Service to permit us to take a different income tax position relating to the timing of deductions for the #4 Shaft development costs at Lucky Friday. This tax accounting method change substantially revised the timing of deductions for these costs for regular tax and Alternative Minimum Tax ("AMT") relative to our projected life of mine and projected taxable income. These timing changes caused us to revise our assessment of the ability to generate sufficient future taxable income to realize our deferred tax assets, resulting in a valuation allowance release of approximately $15 million.Hecla U.S.

 

 

 

Note 5.4.    Commitments, Contingencies and Obligations

 

General

 

We follow GAAP 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.

 

138

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 of September 30, 2018, 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, has jointly and severally agreed to reimburse and indemnify us for any such payments. We have not recorded a liability relating to the guaranty as of September 30, 2018.

 

Lucky Friday Water Permit Matters

 

In December 2013, the EPA issued to Hecla Limited 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 completed the investigation mandated by the EPA and submitted a draft report to the agency in December 2015. We are waiting for the EPA’s response and we cannot predict what further action, if any, the agency may take.

 

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

Johnny M Mine Area near San Mateo, McKinley County and San Mateo Creek Basin, 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 the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") for environmental remediation and past costs the EPA has incurred at the site. Mining at the Johnny M Mine 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 Order”), 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 under the Consent Order, in exchange for a covenant not to sue by the EPA. Hecla Limited paid the $1.1 million to the EPA for its past response costs and in December 2014 submitted to EPA the Engineering Evaluation and Cost Analysis (“EE/CA”) for the site. The EE/CA evaluates three alternative response actions: 1) no action, 2) off-site disposal, and 3) on-site disposal. The range in estimated costs of these alternatives is $0 to $221 million. In the EE/CA, Hecla Limited recommended that EPA approve on-site disposal, which is currently estimated to cost $5.6 million, on the basis that it is the most appropriate response action under CERCLA. In June 2015, the EPA approved the EE/CA, with a few minor conditions. The EPA must still needs to publish the EE/CA for public notice and comment, and the agency will not make a final decision on the appropriate response action until the public comment process is complete. It is anticipated that Hecla Limited will implement the response action selected by the EPA pursuant to an amendment to the Consent Order or a new order. Based on the foregoing, we believe it is probable that Hecla Limited will incur a liability for remediation at the site. In the fourth quarter of 2014, we accrued $5.6 million, which continues to be our best estimate of that liability as of the date of this report. There can be no assurance that Hecla Limited’s liability will not be more than $5.6 million, or that its ultimate liability will not have a material adverse effect on Hecla Limited’s or our results of operations or financial position.

 

14

The Johnny M Mine is in an area known as the San Mateo Creek Basin (“SMCB”), which is an approximately 321 square mile area in New Mexico that contains numerous legacy uranium mines and mills. In addition to Johnny M, Hecla Limited's predecessor was involved at other mining sites within the SMCB. The EPA is considering listing the entire SMCB on CERCLA’s National Priorities List in order to address perceived groundwater issues within the SMCB. The EE/CA discussed above relates primarily to contaminated rock and soil, not groundwater. In the event that the SMCB is listed as a Superfund site, or for other reasons, it is possible that Hecla Limited’s liability at the Johnny M Site, as well asand for any other sitesmine site within the SMCB at which predecessor companies of Hecla LimitedLimited's predecessor may have been involved,operated, will be greater than our current accrual of $5.6 million due to the increased scope of required remediation.

 

In July 2018, the EPA informed Hecla Limited that it and several other potentially responsible parties ("PRPs") may be liable for cleanup of the site or for costs incurred by the EPA in cleaning up the site. The EPA stated it has incurred approximately $9.6 million in response costs to date. Hecla Limited cannot with reasonable certainty estimate the amount or range of liability, if any, relating to this matter because of, among other reasons, the lack of information concerning the site, including the relative contributions if any, of contamination by the various PRPs.

 

Carpenter Snow Creek and Barker-Hughesville Sites in 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.

9

 

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 letter that it has incurred approximately $4.5 million in response costs and estimated that total remediation costs may exceed $100 million. Hecla Limited cannot with reasonable certainty estimate the amount or range of liability, if any, relating to this matter because of, among other reasons, the lack of information concerning the site.site, including the relative contributions of contamination by various other PRPs.

 

In February 2017, the EPA made a formal request to Hecla Mining Company for information regarding the Barker-Hughesville Mining District Superfund site located in Judith Basin and Cascade Counties, Montana. Hecla Limited submitted a response in April 2017. The Barker-Hughesville site is located in a historic mining district, and between approximately June and December 1983, Hecla Limited was party to an agreement with another mining company under which limited exploration activities occurred at or near the site.

 

In August 2018, the EPA informed Hecla Limited that it and several other PRPs may be liable for cleanup of the site or for costs incurred by the EPA in cleaning up the site. The EPA did not include an amount of its alleged response costs to date. Hecla Limited cannot with reasonable certainty estimate the amount or range of liability, if any, relating to this matter because of, among other reasons, the lack of information concerning past or anticipated future costs at the site and the relative contributions if any, of contamination by various other PRPs.

Potential Claim for Indemnification Against CoCa Mines, Inc.

In 1991, Hecla Limited acquired CoCa Mines, Inc. (“CoCa”) and its subsidiary Creede Resources, Inc. (“CRI”). CoCa and CRI previously operated in the various PRPs.State of Colorado, but presently have limited assets and operations. Beginning in 2014, and most recently in January 2019, a third party has alleged that CoCa and CRI are required by a 1989 agreement to indemnify it for certain environmental costs and liabilities it may incur with respect to the Nelson Tunnel/Commodore Waste Rock Pile Superfund site in Creede, Colorado. To date, no claim for indemnification has been made against CoCa or CRI; however, in January 2019, the party alleged that it may soon reach a settlement with the EPA under CERCLA with respect to the site, at which point it would then seek reimbursement from CoCa and CRI of all amounts paid to the EPA, as well as attorneys’ fees and costs. Until any such claim is made, we cannot predict whether a liability will be incurred or the amount of any such liability; however, as noted above, both CoCa and CRI have limited assets with which to satisfy any claim.

Montanore Project

In October 2018, a court in Lincoln County, Montana found that the adit (which is an underground tunnel) which we had intended to use to develop the Montanore project trespassed on certain unpatented mining claims we do not own, but through which the adit passes. In the case, which dates back to 2008, the jury delivered a verdict against certain of our subsidiaries for $3,325,000. The subsidiaries appealed the finding of trespass and the award of damages to the Montana Supreme Court, and we believe there are strong arguments for reversal. There can be no assurance that the appeal will succeed. Further, on May 6, 2019, one of the subsidiaries received a letter from the Montana Department of Environmental Quality questioning the validity of its operating permit at Montanore in light of the trespass finding. The letter gives our subsidiary 30 days to respond. As of March 31, 2019, we have accrued $1.1 million for estimated future reclamation costs at the Montanore project, and have surety bonding in place for that amount.

 

Litigation Related to Klondex Acquisition

 

Following the announcement of our proposed acquisition of Klondex, Klondex and members of the Klondex board of directors were named as defendants in fiveseveral putative stockholder class actions brought by purported stockholders of Klondex challenging the proposed merger. The lawsuits were all filed in the United States District Court for the District of Nevada, but onlyNevada. On December 18, 2018, the remaining three cases remain, and they are captioned: Gunderson v. Klondex Mines Ltd., et al., No. 3:18-cv-00256 (D. Nev. May 31, 2018); Nelson Baker v. Klondex Mines Ltd., et al., No. 3:18-cv-00288 (D. Nev. June 15, 2018); andwere consolidated into a single case, Lawson v. Klondex Mines Ltd., et al., No. 3:18-cv-00284 (D. Nev. June 15, 2018). The Gunderson complaint also named Hecla Mining Company and our subsidiary now known as Klondex Mines Unlimited Liability Company (“Merger Sub”) as defendants. The other two lawsuits were subsequently dismissed.

15

 

The plaintiffs generally claim that Klondex issued a proxy statement that included misstatements or omissions, in violation of sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended. The Gunderson complaint also asserts a claim that the individual members of the Klondex board of directors breached their fiduciary duties of care, loyalty and good faith by authorizing the merger with Hecla for what the plaintiff asserts is inadequate consideration, an inadequate process, and with inadequate disclosures. The plaintiffs seek, among other things, to enjoin the merger, rescind the transaction or obtain rescissory damages if the merger is consummated, and recover attorneys’ fees and costs.

 

On September 21, 2018, Plaintiffs Baker and Lawson each filed motions to consolidate the remaining cases and be appointed lead plaintiff.

10

 

Although it is not possible to predict the outcome of litigation matters with certainty, each of Klondex and its directors Hecla and Merger Sub believe that each of the lawsuits are without merit, and the parties intend to vigorously defend against all claims asserted.

 

In addition, on September 11, 2018, a lawsuit was filed in the Ontario (Canada) Superior Court of Justice by Waterton Nevada Splitter LLC against Hecla Mining Company, our subsidiary Klondex Mines Unlimited Liability Company and Havilah Mining Corporation, an entity that was formed to own the Canadian assets of Klondex that we did not acquire as part of the Klondex acquisition in July 2018, and of which we own approximately 13%. The lawsuit alleges that Hecla and Havilah are in breach of contract in connection with the issuance to Waterton of warrants to purchase Hecla common stock and Havilah common shares to replace warrants to purchase Klondex common shares that Waterton owned prior to the July 2018 acquisition. The lawsuit claims Hecla and Havilah issued warrants to Waterton valued at $3.7 million but that Waterton was entitled to warrants valued at $8.9 million. We believe the lawsuit is without merit and will vigorously defend it.

 

Debt

 

OnAs discussed in Note 9, on April 12, 2013, we completed an offering of $500 million aggregate principal amount of 6.875% Senior Notes due 2021 ("Senior Notes").Notes. The net proceeds from the offering of the Senior 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. Through the acquisition of Aurizon, we acquired our Casa Berardi mine and other interests in Quebec, Canada. In 2014, we completed additional issuances of our Senior Notes in the aggregate principal amount of $6.5 million, which were contributed to one of our pension plans to satisfy the funding requirement for 2014. Interest on the Senior Notes is payable on May 1 and November 1 of each year, commencing November 1, 2013.

 

On March 5, 2018, we entered into a note purchase agreement pursuant to which we issued CAD$40 million (approximately USD$30.8 million at the time of the transaction) in aggregate principal amount of our Series 2018-A Senior Notes due May 1, 2021 (the “Notes”) to Ressources Québec, a subsidiary of Investissment Québec, a financing arm of the Québec government. The Notes were issued at a discount of 0.58%, and bear interest at a rate of 4.68% per year, payable on May 1 and November 1 of each year, commencing May 1, 2018. The Notes are senior and unsecured and are pari passu in all material respects with the Senior Notes, including with respect to guarantees of the Notes by certain of our subsidiaries. The net proceeds from the Notes are required to be used for development and expansion of our Casa Berardi mine.

 

See Note 109 for more information.

 

Other Commitments

 

Our contractual obligations as of September 30, 2018March 31, 2019 included approximately $1.6$4.3 million for various costs. In addition, our open purchase orders at September 30, 2018March 31, 2019 included approximately $1.5 million, $0.4 million, $2.0 million, $14.2$3.9 million and $5.3$2.9 million for various capital and non-capital items at the Lucky Friday, Casa Berardi, Greens Creek and Nevada Operations units, respectively. We also have total commitments of approximately $15.7$16.2 million relating to scheduled payments on capitalfinance leases, including interest, primarily for equipment at our Greens Creek, Lucky Friday, Casa Berardi and Nevada Operations units and total commitments of approximately $22.9 million on operating leases (see Note 109 for more information). As part of our ongoing business and operations, we are required to provide surety bonds, bank letters of credit, and restricted deposits for various purposes, including financial support for environmental reclamation obligations and workers compensation programs. As of September 30, 2018,March 31, 2019, we had surety bonds totaling $181.6$185.3 million in place as financial support for future reclamation and closure costs, self-insurance, and employee benefit plans. The obligations associated with these instruments are generally related to performance requirements that we address through ongoing operations. As the requirements are met, the beneficiary of the associated instruments cancels or returns the instrument to the issuing entity. Certain of these instruments are associated with operating sites with long-lived assets and will remain outstanding until closure of the sites. We believe we are in compliance with all applicable bonding requirements and will be able to satisfy future bonding requirements as they arise.

 

1611

 

Other Contingencies

 

We also have certain other contingencies resulting from litigation, claims, EPA investigations, and other commitments and are subject to a variety of environmental and safety laws and regulations incident to the ordinary course of business. We currently have no basis to conclude that any or all of such contingencies will materially affect our financial position, results of operations or cash flows. However, in the future, there may be changes to these contingencies, or additional contingencies may occur, any of which might result in an accrual or a change in current accruals recorded by us, and there can be no assurance that their ultimate disposition will not have a material adverse effect on our financial position, results of operations or cash flows.

 

 

Note 6.5.    (Loss) earningsEarnings Per Common Share

 

We are authorized to issue 750,000,000 shares of common stock, $0.25 par value per share. At September 30, 2018,March 31, 2019, there were 485,136,257488,214,543 shares of our common stock issued and 5,226,791 shares issued and held in treasury, for a net of 479,909,466482,987,752 shares outstanding. Basic and diluted loss(loss) earnings per common share, after preferred dividends, was $(0.05) and $(0.01)$0.02 for the three- and nine-monththree-month periods ended September 30,March 31, 2019 and 2018, respectively. Basic and diluted income per common share, after preferred dividends, was $0.00 and $0.00 for the three- and nine-month periods ended September 30, 2017, respectively.

 

Diluted (loss) incomeearnings per share for the three and nine months ended September 30,March 31, 2019 and 2018 and 2017 excludes the potential effects of outstanding shares of our convertible preferred stock, as their conversion would have no effect on the calculation of dilutive shares.

 

For the three-monththree months ended March 31, 2019, all outstanding restricted stock units, warrants and nine-month periods ended September 30, 2018, all restricted share units, deferred shares and warrants were excluded from the computation of diluted loss per share, as our reported net loss for that period would cause themtheir conversion and exercise to have no effect on the calculation of loss per share. For the three-month and nine-month periodsperiod ended September 30, 2017, the calculation of diluted income per share included dilutive (i)March 31, 2018, 1,092,307 restricted stock units that were unvested or which vestedduring the quarter and 1,509,159 in deferred shares were included in the respective periodcalculation of 901,047diluted earnings per share, and 1,857,555, respectively,there were an additional 539,204 unvested restricted stock units and (ii)212,602 deferred shares of 1,509,159 for each period. Therewhich were no warrants outstanding during the three-month and nine-month periods ended September 30, 2017.not dilutive.

 

 

Note 7.6.    Business Segments and Sales of Products

 

We discover, acquire, develop, produce, and market concentrates and doré containing silver, gold, lead and zinc. We are currently organized and managed in five reporting segments:segments, which represent our operating units: the Greens Creek unit, the Lucky Friday unit, the Casa Berardi unit, the San Sebastian unit, and the Nevada Operations unit. The Nevada Operations unit was added as a result of our acquisition of Klondex in July 2018 (see Note 1413 for more information).

 

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.

 

1712

 

The following tables present information about our reportable segments for the three and nine months ended September 30,March 31, 2019 and 2018 and 2017 (in thousands):

 

 

Three Months Ended
September 30,

  

Nine Months Ended

September 30,

  

Three Months Ended

March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 

Net sales to unaffiliated customers:

                        

Greens Creek

 $65,187  $61,062  $205,642  $191,250  $80,129  $65,850 

Lucky Friday

  (11

)

  199   8,253   20,022   2,182   4,977 

Casa Berardi

  52,850   53,989   164,501   139,524   40,062   55,548 

San Sebastian

  14,129   25,589   40,727   66,866   12,600   13,334 

Nevada Operations

  11,494      11,494      17,644    
 $143,649  $140,839  $430,617  $417,662  $152,617  $139,709 

Income (loss) from operations:

                        

Greens Creek

 $10,705  $16,575  $59,373  $46,107  $25,433  $23,152 

Lucky Friday

  (5,404

)

  (4,642

)

  (14,811

)

  (8,974

)

  (2,781

)

  (4,146

)

Casa Berardi

  (1,146

)

  2,208   3,118   (4,692

)

  (10,519

)

  3,250 

San Sebastian

  (2,381

)

  17,017   2,275   42,363   (1,512

)

  5,017 

Nevada Operations

  (13,741

)

     (13,741

)

     (13,991

)

   

Other

  (18,409

)

  (10,890

)

  (50,885

)

  (37,637

)

  (12,754

)

  (15,324

)

 $(30,376

)

 $20,268  $(14,671

)

 $37,167  $(16,124

)

 $11,949 

 

The following table presents identifiable assets by reportable segment as of September 30, 2018March 31, 2019 and December 31, 20172018 (in thousands):

 

 

September 30, 2018

  

December 31, 2017

  

March 31, 2019

  

December 31, 2018

 

Identifiable assets:

                

Greens Creek

 $651,814  $671,960  $640,241  $637,386 

Lucky Friday

  429,334   432,400   440,433   437,499 

Casa Berardi

  758,415   784,706   739,978   754,248 

San Sebastian

  47,352   62,198   54,152   44,152 

Nevada Operations

  539,410      575,197   581,194 

Other

  283,933   393,894   244,604   249,465 
 $2,710,258  $2,345,158  $2,694,605  $2,703,944 

 

Our products consist of both metal concentrates, which we sell to custom smelters and brokers, and unrefined bullion bars (doré), which may be sold as doré or further refined before sale to precious metals traders. Revenue is recognized upon the completion of the performance obligations and transfer of control of the product to the customer.

 

For sales of metals from refined doré, which we currently have at our Casa Berardi, San Sebastian and Nevada Operations units, the performance obligation is met, the transaction price is known, and revenue is recognized at the time of transfer of control of the agreed-upon metal quantities to the customer by the refiner, and the transaction price is known at that time.refiner. For sales of doré, the performance obligation is met, the transaction price is known, and revenue is recognized at the time of transfer of title and control of the doré containing the agreed-upon metal quantities to the customer. Refining, selling and shipping costs related to sales of doré and metals from doré are recorded to cost of sales as incurred.

 

For concentrate sales, which we currently have at our Greens Creek and Lucky Friday units, the performance obligation is met, the transaction price can be reasonably estimated, and revenue is recognized generally at the time of shipment. Concentrates sold at our Lucky Friday unit typically leave the mine and are received by the customer within the same day. However, there is a period of time between shipment of concentrates from our Greens Creek unit and their physical receipt by the customer, and judgment is required in determining when control has been transferred to the customer for those shipments. We have determined the performance obligation is met and title is transferred to the customer upon shipment of concentrate parcels from Greens Creek because, at that time, 1) legal title is transferred to the customer, 2) the customer has accepted the parcel and obtained the ability to realize all of the benefits from the product, 3) the concentrate content specifications are known, have been communicated to the customer, and the customer has the significant risks and rewards of ownership of it, 4) it is very unlikely a concentrate parcel from Greens Creek will be rejected by a customer upon physical receipt, and 5) we have the right to payment for the parcel.

 

1813

Table of Contents

 

Judgment is also required in identifying the performance obligations for our concentrate sales. Most of our concentrate sales involve “frame contracts” with smelters that can cover multiple years and specify certain terms, under which individual parcels of concentrates are sold. However, some terms are not specified in the frame contracts and/or can be renegotiated as part of annual amendments to the frame contract. We have determined parcel shipments represent individual performance obligations satisfied at a point in time when control of the shipment is transferred to the customer.

 

The consideration we receive for our concentrate sales fluctuates due to changes in metals prices between the time of shipment and final settlement with the customer. However, we are able to reasonably estimate the transaction price for the concentrate sales at the time of shipment using forward prices for the month of settlement, and previously recorded sales and accounts receivable are adjusted to estimated settlement metals prices until final settlement with the customer. Also, it is unlikely a significant reversal of revenue for any one concentrate parcel will occur. As such, we use the expected value method to price the parcels until the final settlement date occurs, at which time the final transaction price is known. At September 30, 2018,March 31, 2019, metals contained in concentrates and exposed to future price changes totaled 1.20.9 million ounces of silver, 5,7344,096 ounces of gold, 7,27711,108 tons of zinc, and 2,4471,814 tons of lead.  However, as discussed in Note 1211, we seek to mitigate the risk of negative price adjustments by using financially-settled forward contracts for some of our sales.

 

Sales and accounts receivable for concentrate shipments are recorded net of charges for treatment, refining, smelting losses, and other charges negotiated by us with the customers, which represent components of the transaction price. Charges are estimated by us upon shipment of concentrates based on contractual terms, and actual charges typically do not vary materially from our estimates. Costs charged by customers include fixed treatment and refining costs per ton of concentrate and may include price escalators which allow the customers to participate in the increase of lead and zinc prices above a negotiated baseline. Costs for shipping concentrates to customers are recorded to cost of sales as incurred.

 

Sales of metal concentrates and metal products are made principally to custom smelters, brokers and metals traders. The percentage of sales contributed by each segment is reflected in the following table:

 

 

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

  

Three Months Ended March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 
                        

Greens Creek

  45

%

  43

%

  48

%

  46

%

  53

%

  46

%

Lucky Friday

  

%

  

%

  2

%

  5

%

  1

%

  4

%

Casa Berardi

  37

%

  38

%

  39

%

  33

%

  26

%

  40

%

San Sebastian

  10

%

  19

%

  9

%

  16

%

  8

%

  10

%

Nevada Operations

  8

%

  

%

  2

%

  

%

  12

%

  

%

  100

%

  100

%

  100

%

  100

%

  100

%

  100

%

 

1914

Table of Contents

 

Sales of products by metal for the three- and nine-monththee-month periods ended September 30,March 31, 2019 and 2018 and 2017 were as follows (in thousands):

 

  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
  

2018

  

2017

  

2018

  

2017

 
                 

Silver

 $38,009  $43,228  $111,656  $140,662 

Gold

  82,628   73,603   233,308   203,279 

Lead

  7,552   6,373   27,469   28,093 

Zinc

  20,990   24,327   78,714   74,692 

Less: Smelter and refining charges

  (5,530

)

  (6,692

)

  (20,530

)

  (29,064

)

Sales of products $143,649  $140,839  $430,617  $417,662 

 

  

Three Months Ended March 31,

 
  

2019

  

2018

 
         

Silver

 $45,506  $35,222 

Gold

  79,679   73,044 

Lead

  9,025   9,227 

Zinc

  24,755   30,109 

Less: Smelter and refining charges

  (6,348

)

  (7,893

)

Sales of products

 $152,617  $139,709 

 

The following is sales information by geographic area based on the location of smelters and brokers (for concentrate shipments) and location of parent companies (for doré sales to metals traders) for the three- and nine-monththree-month periods ended September 30,March 31, 2019 and 2018 and 2017 (in thousands):

 

  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
  

2018

  

2017

  

2018

  

2017

 
                 

Canada

 $83,723  $79,834  $266,915  $263,268 

Korea

  35,796   27,396   110,036   75,339 

Japan

  3,301   14,419   20,971   38,513 

China

     16,695   66   32,047 

United States

  15,807   3,121   24,296   12,407 

Total, excluding gains/losses on forward contracts

 $138,627  $141,465  $422,284  $421,574 

 

  

Three Months Ended March 31,

 
  

2019

  

2018

 
         

Canada

 $92,872  $88,668 

Korea

  49,300   32,703 

Japan

  8,350   13,773 

United States

  4,571   4,081 

Other

     (131

)

Total, excluding gains/losses on forward contracts

 $155,093  $139,094 

 

Sales by significant product type for the three- and nine-monththree-month periods ended September 30,March 31, 2019 and 2018 and 2017 were as follows (in thousands):

 

  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
  

2018

  

2017

  

2018

  

2017

 
                 

Doré and metals from doré

 $83,068  $82,764  $232,085  $219,276 

Lead concentrate

  36,728   31,548   113,211   124,553 

Zinc concentrate

  14,965   21,278   63,197   61,841 

Bulk concentrate

  3,866   5,875   13,791   15,904 

Total, excluding gains/losses on forward contracts

 $138,627  $141,465  $422,284  $421,574 

 

  

Three Months Ended March 31,

 
  

2019

  

2018

 
         

Doré and metals from doré

 $75,901  $73,492 

Lead concentrate

  49,300   34,334 

Zinc concentrate

  23,792   25,652 

Bulk concentrate

  6,100   5,616 

Total, excluding gains/losses on forward contracts

 $155,093  $139,094 

 

Sales of products for the three-first three months of 2019 and nine-month periods ended September 30, 2018 included net losses of $2.5 million and net gains of $5.0 million and $8.3$0.6 million, respectively, on financially-settled forward contracts for silver, gold, lead and zinc contained in our concentrate sales.  Sales of products for the three- and nine-month periods ended September 30, 2017 included net losses of $0.6 million and $3.9 million, respectively, on the forward contracts. See Note 1211 for more information.

 

2015

Table of Contents

 

Sales of products to significant customers as a percentage of total sales were as follows for the three- and nine-monththree-month periods ended September 30, 2018March 31, 2019 and 2017:2018:

 

 

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

  

Three Months Ended March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 
                        

CIBC

  26

%

  23

%

  34

%

  24

%

  16

%

  47

%

Scotia

  19

%

  33

%

  13

%

  26

%

  29

%

  2

%

Korea Zinc

  15

%

  25

%

  22

%

  20

%

  20

%

  23

%

Teck Metals Ltd.

  11

%

  

%

  11

%

  10

%

  15

%

  4

%

Trafigura

  10

%

  

%

  3

%

  4

%

  12

%

  

%

Louis Dreyfus

  

%

  12

%

  

%

  4

%

Ocean Partners

  

%

  10

%

 

Our trade accounts receivable balance related to contracts with customers was $12.9$9.6 million at September 30, 2018March 31, 2019 and 2017 and $14.8$4.2 million at December 31, 2017,2018, and included no allowance for doubtful accounts.

 

We have determined our contracts do not include a significant financing component. For doré sales and sales of metal from doré, payment is received at the time the performance obligation is satisfied. The amount of consideration for concentrate sales is variable, and we receive payment for a significant portion of the estimated value of concentrate parcels within a relatively short period of time after the performance obligation is satisfied.

 

We do not incur significant costs to obtain contracts, nor costs to fulfill contracts which are not addressed by other accounting standards. Therefore, we have not recognized an asset for such costs as of September 30, 2018March 31, 2019 or December 31, 2017.2018.

 

The sales and income (loss) from operations amounts reported above include results from our Lucky Friday segment. The Lucky Friday mine is our only operation where some of our employees are subject to a collective bargaining agreement, and the most recent agreement expired on April 30, 2016. On February 19, 2017, the unionized employees voted against our contract offer, and on March 13, 2017 went on strike and have been on strike since that time. Production at Lucky Friday was suspended from the start of the strike until July 2017, when limited production resumed. ForIn the first nine monthsquarter of 20182019 and 2017,2018, suspension costs not related to production of $13.5$1.9 million and $11.5$4.1 million, respectively, along with $3.7$0.9 million and $2.9 million, respectively, in non-cash depreciation expense in each of those periods, are reported in a separate line item on our consolidated statements of operations. We cannot predict how long the strike will last or whether an agreement will be reached. As a result of the strike or other related events, operations at Lucky Friday could continue to be disrupted, which could adversely affect our financial condition and results of operations. If the strike continues for a further extended period or it is determined an eventual resolution is unlikely, it may be appropriate in the future to review the carrying value of properties, plants, equipment and mineral interests at Lucky Friday. Under such review, if estimated undiscounted cash flows from Lucky Friday were less than its carrying value, an impairment loss would be recognized for the difference between the carrying value and the estimated fair value. The carrying value of properties, plants, equipment and mineral interests at Lucky Friday as of September 30, 2018March 31, 2019 was approximately $428.8$435.9 million. However, Lucky Friday has significant identified reserves and mineralized material and a current estimated mine life of approximately 2217 years.

 

On April 30, 2018, we settled with the National Labor Relations Board ("NLRB") an unfair labor practice claim made by the union. As part of the settlement, Hecla Limited rescinded its last, best and final contract offer implemented in March 2017. We do not believe the settlement with the NLRB will resolve any of the key differences in the ongoing labor dispute. On May 4, 2018, we gave notice to the union that the parties to the labor dispute are at impasse, and implemented portions of our revised final offer presented in December 2017.

2116

Table of Contents

 

 

Note 8.7.   Employee Benefit Plans

 

We sponsor 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 ended September 30,March 31, 2019 and 2018 and 2017 (in thousands):

 

 

Three Months Ended

September 30,

  

Three Months Ended

March 31,

 
 

2018

  

2017

  

2019

  

2018

 

Service cost

 $1,252  $1,196  $1,100  $1,252 

Interest cost

  1,377   1,339   1,620   1,377 

Expected return on plan assets

  (1,634

)

  (1,462

)

  (1,496

)

  (1,634

)

Amortization of prior service cost

  15   (84

)

  15   15 

Amortization of net loss

  931   1,033   1,097   931 

Net periodic pension cost

 $1,941  $2,022  $2,336  $1,941 

 

  

Nine Months Ended

September 30,

 
  

2018

  

2017

 

Service cost

 $3,756  $3,588 

Interest cost

  4,131   4,017 

Expected return on plan assets

  (4,902

)

  (4,386

)

Amortization of prior service cost

  45   (252

)

Amortization of net loss

  2,793   3,099 

Net periodic pension cost

 $5,823  $6,066 

For the three- and nine-month periods ended September 30, 2018, theThe service cost component of net periodic pensionbenefit cost is included in the same line items of our condensed consolidated financial statements as other employee compensation costs, and the net expense for the three months ended March 31, 2019 and 2018 of $0.7$1.2 million and $2.1$0.7 million, respectively, related to all other components of net periodic pension cost is included in other (expense) income on our condensed consolidated statements of operations and comprehensive income (loss). For the three- and nine-month periods ended September 30, 2017, all components of net periodic pension cost are included in the same line items of our condensed consolidated financial statements as other employee compensation costs. income.

 

In April 2018 and July 2018, we madeWe expect to contribute $2.2 million in cash contributions of  $1.3 million and $1.2 million, respectively, to our defined benefit plans. In September 2018 we contributed $5.5 million inor shares of our common stock. We are not required to make additional contributionsstock to our defined benefit plans in 2018.2019. We expect to contribute approximately $0.5 illion$0.6 million to our unfunded supplemental executive retirement plan during 2018.2019.

 

 

Note 9.    Shareholders’8.    Stockholders’ Equity

 

Stock-based Compensation Plans

 

We periodically grant restricted stock unit awards, performance-based share awardsshares and shares of common stock to our employees and directors. We measure compensation cost for restricted stock units and stock grants at the closing price of our stock at the time of grant. We measure compensation cost for performance-based grants using a Monte Carlo simulation to estimate their value at grant date. Restricted stock unit and performance-based share grants vest after a specified period with compensation cost amortized over that period. Although we have no current plans to issue stock options, we may do so in the future.

 

In March 2018, the Board of Directors granted 1,237,369 shares of common stock to employees for payment of long-term incentive compensation for the period ended December 31, 2017. The shares were distributed in March 2018, and $4.9 million in expense related to the stock awards was recognized in the periods prior to March 31, 2018.

22

In June and August 2018, the Board of Directors granted the following restricted stock unit awards to employees resulting in a total expense of $7.0 million:

1,854,054 restricted stock units, with one third of those vesting in June 2019, one third vesting in June 2020, and one third vesting in June 2021;

96,604 restricted stock units, with one half of those vesting in June 2019 and one-half vesting in June 2020; and

28,721 restricted stock units that vest in June 2019.

An expense of $2.5 million related to the unit awards discussed above vesting in 2019 will be recognized on a straight-line basis over the twelve months following the date of the award. An expense of $2.4 million related to the unit awards discussed above vesting in 2020 will be recognized on a straight-line basis over the twenty-four months following the date of the award. An expense of $2.2 million related to the unit awards discussed above vesting in 2021 will be recognized on a straight-line basis over the thirty-six-month period following the date of the award.

In June 2018, the Board of Directors granted performance-based share awards to certain executive employees. The value of the awards will be based on the ranking of the market performance of our common stock relative to the performance of the common stock of a group of peer companies over the three-year measurement period ending December 31, 2020. The number of shares to be issued will be based on the value of the awards divided by the share price at grant date. The expense related to the performance-based awards will be recognized on a straight-line base over the thirty months following the date of the award.

Stock-based compensation expense for restricted stock unit and performance-based grants to employees and shares issued to nonemployee directors recorded intotaled $1.6 million for the first ninethree months of 2018 totaled $4.72019 and $1.1 million compared to $4.9 million infor the same period last year.first three months of 2018.

 

In connection with the vesting of restricted stock units and other stock grants, employees have in the past, at their election and 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 and pays the obligations in cash.  As a result, in the first ninethree months of 2018 we withheld 697,341335,349 shares valued at approximately $2.7$1.2 million, or approximately $3.86$3.65 per share. Inshare, with no shares withheld in the first ninethree months of 2017 we withheld 588,240 shares valued at approximately $3.0 million, or approximately $5.09 per share.2019.

 

17

Common Stock Dividends

 

In September 2011 and February 2012, our Board of Directors adopted a common stock dividend policy that has two components: (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) a minimum annual dividend of $0.01 per share of common stock, in each case, payable quarterly, if and when declared. 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

 

On November 6, 2018,May 7, 2019, our Board of Directors declared a 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 approximately $1.2 million payable in December 2018.June 2019. Because the average realized silver price for the thirdfirst quarter of 20182019 was $14.68$15.70 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.

23

Table of Contents

 

At-The-Market Equity Distribution Agreement

 

Pursuant to an equity distribution agreement dated February 23, 2016, we may issue and sell shares of our common stock from time to time through ordinary broker transactions having an aggregate offering price of up to $75 million, with the net proceeds available for general corporate purposes. The terms of sales transactions under the agreement, including trading day(s), number of shares sold in the aggregate, number of shares sold per trading day, and the floor selling price per share, are proposed by us to the sales agent. Whether or not we engage in sales from time to time may depend on a variety of factors, including share price, our cash resources, customary black-out restrictions, and whether we have any material inside information. The agreement can be terminated by us at any time. The shares issued under the equity distribution agreement are registered under the Securities Act of 1933, as amended, pursuant to oura shelf registration statement on Form S-3, which was filed with the SEC on February 23, 2016.S-3. As of September 30, 2018,March 31, 2019, we had sold 5,634,7587,173,614 shares under the agreement for total proceeds of approximately $20.8$24.5 million, net of commissions of approximately $0.5$0.6 million. WeNo shares were sold 1,025,911 shares under the agreement during the thirdfirst quarter of 2018 for total proceeds of $3.1 million, net of commissions of approximately $0.1 million.2019.

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 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 of September 30, 2018,March 31, 2019, 934,100 shares have been purchased at an average price of $3.99 per share, leaving approximately 19.1 million shares that may yet be purchased under the program. The closing price of our common stock at November 6, 2018,May 7, 2019, was $2.49$2.10 per share. No shares were purchased under the program during the first quarter of 2019.

 

Warrants

 

As discussed in Note 1413, we issued 4,136,000 warrants to purchase one share of our common stock to holders of warrants to purchase Klondex common stock under the terms of the Klondex acquisition, and all of the warrants were outstanding as of September 30, 2018.March 31, 2019. Warrants to purchase 2,068,000 shares of the warrantscommon stock have an exercise price of $8.02 and expire in April 2032. Warrants to purchase 2,068,000 shares of the warrantscommon stock have an exercise price of $1.57 and expire in February 2029.

18

Table of Contents

 

Note 10.9.    Debt, Credit FacilityFacilities and Capital Leases

 

Senior Notes

 

On April 12, 2013, we completed an offering of $500 million in aggregate principal amount of our Senior Notes due May 1, 2021 in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, and in 2014, an additional $6.5 million aggregate principal amount of the Senior Notes werewas issued to one of our pension plans. The Senior Notes were subsequently exchanged for substantially identical Senior Notes registered with the SEC. The Senior Notes are governed by the Indenture, dated as of April 12, 2013, as amended (the "Indenture"), among Hecla Mining Company ("Hecla") and certain of our subsidiaries and The Bank of New York Mellon Trust Company, N.A., as trustee. The net proceeds from the initial offering of the Senior Notes ($490 million) were used to partially fund the acquisition of Aurizon and for general corporate purposes, including expenses related to the Aurizon acquisition.

 

The Senior Notes are recorded net of a 2% initial purchaser discount totaling $10 million at the time of the April 2013 issuance and having an unamortized balance of $3.3$2.7 million as of September 30, 2018.March 31, 2019. The Senior Notes bear interest at a rate of 6.875% per year from the date of original issuance or from the most recent payment date on which interest has been paid or provided for.  Interest on the Senior Notes is payable on May 1 and November 1 of each year, commencing November 1, 2013. During each of the nine monthsthree month periods ended September 30,March 31, 2019 and 2018, and 2017, interest expense related to the Senior Notes and amortization of the initial purchaser discount and fees related to the issuance of the Senior Notes totaled $27.2 million and $26.3 million, respectively. The interest expense related to the Senior Notes for the nine months ended September 30, 2017 was net of $0.9 million in capitalized interest, primarily related to the #4 Shaft project at our Lucky Friday unit which was completed in January 2017. Interest expense for the nine months ended September 30, 2017 also included $1.1 million in costs related to our private offering of new Senior Notes in June 2017 and concurrent tender offer to purchase our existing Senior Notes, which were not completed.$9.1 million.

24

 

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

 

The Senior Notes became redeemable in whole or in part, at any time and from time to time 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.  As of May 1, 2019, the redemption price is 100% of the outstanding principal amount.

 

Upon the occurrence of a change of control (as defined in the Indenture), each holder of Senior Notes will have the right to require us to purchase all or a portion of such holder's Senior 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 Senior Notes on the relevant record date to receive interest due on the relevant interest payment date.

Ressources Québec Notes

 

On March 5, 2018, we entered into a note purchase agreement pursuant to which we issued CAD$40 million (approximately USD$30.8 million at the time of the transaction) in aggregate principal amount of our Series 2018-A Senior Notes due May 1, 2021 (the “RQ Notes”) to Ressources Québec, a subsidiary of Investissment Québec, a financing arm of the Québec government. Because the RQ notes are denominated in CAD, the reported USD-equivalent principal balance changes with movements in the exchange rate. The RQ Notes were issued at a discount of 0.58%, or CAD$0.2 million, and bear interest at a rate of 4.68% per year, payable on May 1 and November 1 of each year, commencing May 1, 2018. The RQ Notes are senior and unsecured and are pari passu in all material respects with the Senior Notes, including with respect to guarantees of the RQ Notes by certain of our subsidiaries. The net proceeds from the RQ Notes arewere required to be used for development and expansion of our Casa Berardi mine. During each of the nine monthsthree month periods ended September 30,March 31, 2019 and 2018, interest expense related to the RQ Notes, including discount and origination fees, totaled $1.1$0.4 million.

19

As of March 31, 2019, the annual future obligations related to our debt, including interest, were (in thousands):

Twelve-month period ending March 31,

 

Senior Notes

  

RQ Notes

  

Total

 

2020 (interest only)

 $34,822  $1,401  $36,223 

2021 (principal and interest)

  544,224   31,449  $575,673 

Total

  579,046   32,850   611,896 

Less: interest

  (72,546

)

  (2,919

)

 $(75,465

)

Principal

  506,500   29,931   536,431 

Less: unamortized discount

  (2,708

)

    $(2,708

)

Long-term debt

 $503,792  $29,931  $533,723 

 

Credit Facilities

 

In July 2018, we entered into a $200$250 million senior secured revolving credit facility which replaced our previous $100 million credit facility and has a term ending on June 14, 2022, provided, however, that if we do not refinance our outstanding Senior Notes due May 1, 2021 by November 1, 2020, the term of the credit facility ends on November 1, 2020. The credit facility increased to $250 million in November 2018 upon satisfaction of certain conditions, including adding certain subsidiaries of Klondex as borrowers under the credit facility and pledgingis collateralized by the assets of thosecertain of our subsidiaries, as additional collateral under the credit facility. 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. Below is information on the interest rates, standby fee, and financial covenant terms under our current credit facility in place as of September 30, 2018:March 31, 2019:

 

Interest rates:

          

Spread over the London Interbank Offered Rate

 2.25-3.25% 

Spread over the London Interbank Offer Rate

 2.25

-

3.25% 

Spread over alternative base rate

 1.25-2.25%  1.25

-

2.25% 

Standby fee per annum on undrawn amounts

  0.50%    

0.50%

  
          

Covenant financial ratios:

          

Senior leverage ratio (debt secured by liens/EBITDA)

 

not more than 2.50:1

  

not more than 2.50:1

 

Leverage ratio (total debt less unencumbered cash/EBITDA) (1)

 

not more than 4.50:1

  

not more than 4.50:1

 

Interest coverage ratio (EBITDA/interest expense)

 

not less than 3.00:1

  

not less than 3.00:1

 

 

(1) The leverage ratio changed to 5.00:1 effective April 1, 2019, will return to 4.50:1 effective October 1, 2019, and then change to 4.00:1 effective January 1, 2020.

25

Table of Contents

 

We are also able to obtain letters of credit under the facility, and for any such letters we are required to pay a participation fee of between 2.25% and 3.25% based on our total leverage ratio, as well as a fronting fee to each issuing bank of 0.20% annually on the average daily dollar amount of any outstanding letters of credit. There were $3.0 million in letters of credit outstanding as of September 30, 2018.March 31, 2019.

 

We believe we were in compliance with all covenants under the credit agreement as of March 31, 2019, and no amounts were outstanding as of September 30, 2018.that date.  We drew $47.0$58.0 million on the facility during the first quarter of 2019 and repaid that amount in July 2018 which we repaid in September 2018. With the exception of the $3.0same period. There was $85.0 million in letters of credit outstanding, we did not have a balance drawn on the revolving credit facility as of September 30, 2018.the date of this report.

 

As a result

20

Table of the acquisition of Klondex in July 2018 (see Note 14 for more information), we assumed Klondex's revolving credit facility balance outstanding of $35.0 million. We paid the $35.0 million balance, and the Klondex credit facility was terminated, in July 2018.

Contents

 

CapitalFinance Leases

 

We have entered into various lease agreements, primarily for equipment at our Greens Creek, Lucky Friday, Casa Berardi and Nevada Operations units, which we have determined to be capitalfinance leases.  At September 30, 2018,March 31, 2019, the total liability balance associated with capitalthe finance leases, including certain purchase option amounts, was $14.7$15.2 million, with $6.1$5.9 million of the liability classified as current and the remaining $8.6$9.3 million classified as non-current. At December 31, 2017,2018, the total liability balance associated with capitalfinance leases was $11.8$13.1 million, with $5.6$5.3 million of the liability classified as current and $6.2the remaining $7.9 million classified as non-current. The right-of-use assets for our finance leases are recorded in properties, plants, equipment and mineral interests, net, on our condensed consolidated balance sheets and totaled $21.9 million as of March 31, 2019 and $20.0 million as of December 31, 2018, net of accumulated depreciation. Expense during the first quarter of 2019 related to finance leases included $1.6 million for amortization of the right-of-use assets and $0.2 million for interest expense. The total obligation for future minimum lease payments on finance leases was $15.7$16.2 million at September 30, 2018,March 31, 2019, with $1.0 million attributed to interest.

 

At September 30, 2018,March 31, 2019, the annual maturities of capitalfinance lease commitments, including interest, arewere (in thousands):

 

Twelve-month period ending September 30,

    

2019

 $6,182 

Twelve-month period ending March 31,

    

2020

  4,727  $5,903 

2021

  3,543   5,409 

2022

  1,214   3,754 

2023

  9   1,119 

Total

  15,675   16,185 

Less: imputed interest

  (1,019

)

  (1,025

)

Net capital lease obligation

 $14,656 

Finance lease liability

 $15,160 

Operating Leases

We have entered into various lease agreements, primarily for equipment, buildings and other facilities, and land at our operating units and corporate offices, which we have determined to be operating leases.  Some of the operating leases allow for extension of the lease beyond the current term at our option. We have considered the likelihood and estimated duration of the extension options in determining the lease term for measurement of the liability and right-of-use asset. For our operating leases as of March 31, 2019, we have assumed discount rates of between 5% and 6.5%. At March 31, 2019, the total liability balance associated with the operating leases was $20.7 million, with $6.7 million of the liability classified as current and the remaining $14.0 million classified as non-current. The right-of-use assets for our operating leases are recorded as a non-current asset on our condensed consolidated balance sheets and totaled $20.6 million as of March 31, 2019. Lease expense on operating leases during the first quarter of 2019 totaled $2.1 million. The total obligation for future minimum operating lease payments, including assumed extensions beyond the current lease terms, was $22.9 million at March 31, 2019.

At March 31, 2019, the annual maturities of undiscounted operating lease payments, including assumed extensions beyond the current lease terms, were (in thousands):

Twelve-month period ending March 31,

    

2020

 $9,213 

2021

  4,960 

2022

  3,373 

2023

  2,331 

2024

  1,670 

More than 5 years

  1,352 

Total

  22,899 

Effect of discounting

  (2,234

)

Operating lease liability

 $20,665 

 

2621

Table of Contents

 

 

Note 11.10.    Developments in Accounting Pronouncements

 

Accounting Standards Updates Adopted

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 Revenue Recognition, replacing guidance currently codified in Subtopic 605-10 Revenue Recognition-Overall. The new ASU establishes a new five step principles-based framework in an effort to significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU No. 2015-14 deferred the effective date of ASU No. 2014-09 until annual and interim reporting periods beginning after December 15, 2017. We adopted ASU No. 2014-09 as of January 1, 2018 using the modified-retrospective transition approach. The impact of adoption of the update to our consolidated financial statements for the nine months ended September 30, 2017 would have been a reclassification of $1.2 million in doré refining costs from sales of products to cost of sales and other direct production costs.

We performed an assessment of the impact of implementation of ASU No. 2014-09, and concluded it does not change the timing of revenue recognition or amounts of revenue recognized compared to how we recognize revenue under our current policies. Our revenues involve a relatively limited number of types of contracts and customers. In addition, our revenue contracts do not involve multiple types of performance obligations. Revenues from doré are recognized, and the transaction price is known, at the time the metals sold are delivered to the customer. Concentrate revenues are generally recognized at the time of shipment. Concentrates sold at our Lucky Friday unit typically leave the mine and are received by the customer within the same day. There is a period of time between shipment of concentrates from our Greens Creek unit and their physical receipt by the customer. However, based on our assessment, we believe control of the concentrate parcels is generally obtained by the customer at the time of shipment.

Our concentrate sales involve variable consideration, as they are subject to changes in metals prices between the time of shipment and their final settlement. However, we are able to reasonably estimate the transaction price for the concentrate sales at the time of shipment using forward prices for the month of settlement, and we then adjust the values each period until final settlement. Also, it is unlikely a significant reversal of revenue for any one concentrate parcel will occur.

Adoption of ASU No. 2014-09 involves additional disclosures, where applicable, concerning (i) contracts with customers, (ii) significant judgments and changes in judgments in determining the timing of satisfaction of performance obligations and the transaction price, and (iii) assets recognized for costs to obtain or fulfill contracts. See Note 7 for information on our sales of products.

In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The guidance requires entities to measure equity investments that are not accounted for under the equity method at fair value, with any changes in fair value included in current earnings, and updates certain disclosure requirements. The update is effective for fiscal years beginning after December 15, 2017. We adopted ASU No. 2016-01 as of January 1, 2018 using the modified-retrospective approach, with a cumulative-effect adjustment from accumulated other comprehensive loss to retained deficit on our balance sheet of $1.3 million, net of the income tax effect.

27

In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. We adopted this update as of January 1, 2018.

In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash. The update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. We adopted this update as of January 1, 2018. Cash, cash equivalents, and restricted cash and cash equivalents on the condensed consolidated statement of cash flows includes restricted cash and cash equivalents of $1.0 million as of September 30, 2018 and December 31, 2017, $1.1 million as of September 30, 2017 and $2.2 million as of December 31, 2016, as well as amounts previously reported for cash and cash equivalents.

In January 2017, the FASB issued ASU No. 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We applied the applicable provisions of the update to our acquisition of Klondex in July 2018 (see Note 14), which was accounted for as a business acquisition, and will apply the applicable provisions of the update to any future acquisitions.

In March 2017, the FASB issued ASU No. 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Period Postretirement Benefit Cost. The update provides specific requirements for classification and disclosure regarding the service cost component and other components of net benefit cost related to pension plans. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We have implemented this update effective January 1, 2018. For the full year of 2018, a total net expense of approximately $2.8 million for the components of net benefit cost, except service cost, is expected to be included in other income (expense) on our consolidated statements of operations, and not reported in the same line items as other employee compensation costs.

Accounting Standards Updates to Become Effective in Future Periods

 

In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842). The update modifiesmodified the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases. The update iswas effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently reviewingadopted the guidance effective January 1, 2019, and recognized a liability and right-of-use asset of $22.4 million as of that date for our leases and compilingidentified operating leases. We elected the information requiredtransition option to implementapply the new guidance as of that effective date without adjusting comparative periods presented. In the adoption of ASU No. 2016-02, we elected to not assess leases with terms less than twelve months in length. We also elected practical expedients which permitted us to forgo reassessing the following upon adoption: (i) whether any expired or existing contracts are or contain leases, (ii) the classification of leases as operating or capital under the previous accounting guidance, and (iii) treatment of initial indirect costs for any existing leases. In addition, we elected to not reassess whether land easements represent leases, as we did not treat them as leases under the previous guidance. See Note 109 for information on future commitments related to our operating leases; the present value of these leases will be recognized on our balance sheet upon implementation of the new guidance. We are currently evaluating the potential impact of implementing this update on our consolidated financial statements.leases.

 

In August 2017, the FASB issued ASU No. 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The objective of the update is to improve the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements, and simplify the application of existing hedge accounting guidance. The update iswas effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impactAdoption of implementing this update as of January 1, 2019 did not have a material impact on our consolidated financial statements.

 

In February 2018, the FASB issued ASU No. 2018-02 Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in the update allow a reclassification from other comprehensive income to retained earnings for "stranded" tax effects resulting from the reduction in the historical corporate tax rate under the Tax Cuts and Jobs Act enacted in December 2017. The update was effective for fiscal years beginning after December 15, 2018. We elected to not reclassify stranded tax effects, and adoption of this update as of January 1, 2019 did not have a material impact on our consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07 Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The update involves simplification of several aspects of accounting for nonemployee share-based payment transactions by expanding the scope of Topic 718 to include nonemployee awards. The update was effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. Adoption of this update as of January 1, 2019 did not have a material impact on our consolidated financial statements.

Accounting Standards Updates to Become Effective in Future Periods

In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to certain disclosure requirements with respect to fair value measurements. The update is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We are evaluating the impact of this update on our fair value measurement disclosures.

In August 2018, the FASB issued ASU No. 2018-14 Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. The update removes several disclosure requirements, adds two new disclosure requirements, and clarifies other disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The update is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We are evaluating the impact of this update on our disclosures involving our defined benefit pension plans.

2822

 

 

Note 12.11.    Derivative Instruments

 

Foreign Currency

 

Our wholly-owned subsidiaries owning the Casa Berardi and San Sebastian mines are U.S. dollar ("USD")-functional entities which routinely incur expenses denominated in Canadian dollarsdollar ("CAD") and Mexican pesospeso ("MXN"), respectively, and such expenses expose us to exchange rate fluctuations between the USD and CAD and MXN. In April 2016, we initiated a program to manage our exposure to fluctuations in the exchange rate between the USD and CAD and the impact on our future operating costs denominated in CAD. In October 2016, we also initiated a program to manage our exposure to the impact of fluctuations in the exchange rate between the USD and MXN on our future operating costs denominated in MXN. The programs utilize forward contracts to buy CAD and MXN, and each contract is designated as a cash flow hedge. As of September 30, 2018,March 31, 2019, we had 94have 130 forward contracts outstanding to buy CAD$225.1 million having a notional amount of US$174.0 million, and 30 forward contracts outstanding to buy MXN$178.5284.1 million having a notional amount of USD$8.8219.6 million, and 19 forward contracts outstanding to buy MXN$99.5 million having a notional amount of USD$4.9 million. The CAD contracts are related to forecasted cash operating costs at Casa Berardi to be incurred from 20182019 through 2022 and have USD-to-CADCAD-to-USD exchange rates ranging between 1.27291.2702 and 1.3315.1.3306. The MXN contracts are related to forecasted cash operating costs at San Sebastian to be incurred from 20182019 through 2020 and have MXN-to-USD exchange rates ranging between 19.440019.9400 and 20.8550. Our risk management policy provides that up to 75% of our planned cost exposure for five years into the future may be hedged under such programs, and for potential additional programs to manage other foreign currency-related exposure areas.

 

As of September 30, 2018,March 31, 2019, we recorded the following balances for the fair value of the contracts:

 

a current asset of $1.1 million, which is included in other current assets;

a non-current asset of $0.7 million, which is included in other non-current assets; and

a current liability of $0.1 million, which is included in other current liabilities.

a current asset of $0.2 million, which is included in other current assets;

a current liability of $2.0 million, which is included in other current liabilities; and

a non-current liability of $2.7 million, which is included in other non-current liabilities.

 

Net unrealized gainslosses of approximately $1.5$4.5 million related to the effective portion of the hedges were included in accumulated other comprehensive loss as of September 30, 2018.March 31, 2019. Unrealized gains and losses will be transferred from accumulated other comprehensive loss to current earnings as the underlying operating expenses are recognized. We estimate approximately $0.8$1.7 million in net unrealized gains included in accumulated other comprehensive loss as of September 30, 2018March 31, 2019 would be reclassified to current earnings in the next twelve months. Net realized gainslosses of approximately $0.2$0.5 million on contracts related to underlying expenses which have been recognized were transferred from accumulated other comprehensive loss and included in cost of sales and other direct production costs for the ninethree months ended September 30, 2018. Net unrealized gains of approximately $19 thousand related to ineffectiveness of the hedges were included in gain (loss) on derivatives contracts on our consolidated statements of operations and comprehensive income (loss) for the nine months ended September 30, 2018.March 31, 2019.

 

Metals Prices

 

AtWe may at times we may use commodity forward sales commitments, commodity swap contracts and commodity put and call option contracts to manage our exposure to fluctuation in the prices of certain metals 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 fluctuations in the market.market prices. Our risk management policy allows for up to 75% of our planned metals price exposure for five years into the future, with certain other limitations, to be hedged under such programs. These instruments do, however, expose us to (i) credit risk in the form 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 under contract positions.

 

We are currently using 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 shipment and final settlement. In addition, at times we currently 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 are not designated as hedges and are marked-to-market through earnings each period.

 

2923

 

As of September 30, 2018,March 31, 2019, we recorded the following balances for the fair value of the contracts:

 

a current asset of $0.3 million, which is included in other current assets; and

a current liability of $0.6 million, which is included in other current liabilities and is net of $0.2 million for contracts in a fair value current asset position.

a current asset of $0.2 million, which is included in other current assets and is net of $0.1 million for contracts in a fair value liability position;

a non-current asset of $45 thousand, which is included in other non-current assets;

a current liability of $4.0 million, which is included in other current liabilities and is net of $0.1 million for contracts in a fair value current asset position; and

a non-current liability of $13 thousand, which is included in other non-current liabilities.

 

We recognized an $8.3a $2.5 million net gainloss during the first nine monthsquarter of 20182019 on the contracts utilized to manage exposure to prices of metals in our concentrate shipments, which is included in sales of products.  The net gainloss recognized on the contracts offsets lossesgains related to price adjustments on our provisional concentrate sales due to changes to silver, gold, lead and zinc prices between the time of sale and final settlement.

 

We recognized a $40.3$1.8 million net gainloss during the first nine monthsquarter of 20182019 on the contracts utilized to manage exposure to prices for forecasted future concentrate shipments. The net gainloss 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 as discussed in the preceding paragraph.  The net gainloss for the first nine monthsquarter of 20182019 is the result of decreasingan increase in zinc and lead prices. During the third quarter of 2018, we settled, prior to their maturity date, contracts in a gain position for cash proceeds to us of approximately $32.8 million. As a result, there were no metals committed under contracts on forecasted sales as of September 30, 2018. This program, when utilized, is designed 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). When those prices increase compared to the contracts,contract prices, we incur losses on the contracts.

 

The following tables summarize the quantities of metals committed under forward sales contracts at September 30, 2018March 31, 2019 and December 31, 2017:2018:

 

September 30, 2018

 

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

                                

2018 settlements

  1,221   6   10,362   4,685  $14.56  $1,211  $1.17  $0.94 

March 31, 2019

 

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

                                

2019 settlements

  710   3   19,952   2,646  $15.46  $1,316  $1.22  $0.92 

Contracts on forecasted sales

                                

2019 settlements

        26,180   1,653   N/A   N/A  $1.25  $0.96 

2020 settlements

        276   551   N/A   N/A  $1.26  $0.96 

 

 

December 31, 2017

 

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

                                

2018 settlements

  1,447   5   21,550   4,740  $16.64  $1,279  $1.45  $1.11 
                                 

Contracts on forecasted sales

                                

2018 settlements

        32,187   16,645   N/A   N/A  $1.29  $1.06 

2019 settlements

        23,589   18,078   N/A   N/A  $1.33  $1.09 

2020 settlements

        3,307   2,866   N/A   N/A  $1.27  $1.08 

December 31, 2018

 

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

                                

2019 settlements

  842   4   18,450   2,700  $14.69  $1,260  $1.15  $0.89 

24

 

Credit-risk-related Contingent Features

 

Certain of our derivative contracts contain cross default provisions which provide that a default under our revolving credit agreement would cause a default under the derivative contract. As of September 30, 2018,March 31, 2019, we have not posted any collateral related to these contracts. The fair value of derivatives in a net liability position related to these agreements was $9.0 million as of March 31, 2019, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $1.0 million as of September 30, 2018.risk. If we were in breach of any of these provisions at September 30, 2018,March 31, 2019, we could have been required to settle our obligations under the agreements at their termination value of $1.0$9.0 million.

 

30

 

 

Note 13.12.    Fair Value Measurement

Accounting guidance has established a hierarchy for inputs used to measure assets and liabilities at fair value on a recurring basis. The three levels included in the hierarchy are:

Level 1: quoted prices in active markets for identical assets or liabilities;

Level 2: significant other observable inputs; and

Level 3: significant unobservable inputs.

 

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, 2018

  

Balance at

December 31, 2017

 

Input

Hierarchy Level

 

Balance at

March 31, 2019

  

Balance at

December 31, 2018

 

Input

Hierarchy Level

Assets:

                  

Cash and cash equivalents:

                  

Money market funds and other bank deposits

 $60,856  $186,107 

Level 1

 $11,797  $27,389 

Level 1

Available for sale securities:

                  

Debt securities - municipal and corporate bonds

     33,758 

Level 2

Equity securities – mining industry

  7,190   7,561 

Level 1

  6,768   6,583 

Level 1

Trade accounts receivable:

                  

Receivables from provisional concentrate sales

  12,947   14,805 

Level 2

  9,586   4,184 

Level 2

Restricted cash balances:

                  

Certificates of deposit and other bank deposits

  1,010   1,032 

Level 1

  1,025   1,025 

Level 1

Derivative contracts:

                  

Metal forward contracts

  207   209 

Level 2

Foreign exchange contracts

  1,760   4,943 

Level 2

  153   23 

Level 2

Metal forward contracts

  282    

Level 2

Total assets

 $84,045  $248,206   $29,536  $39,413  
                  

Liabilities:

                  

Derivative contracts:

                  

Metal forward contracts

 $4,057  $373 

Level 2

Foreign exchange contracts

 $136  $ 

Level 2

  4,649   8,595 

Level 2

Metal forward contracts

  604   15,531 

Level 2

Total liabilities

 $740  $15,531  

Total Liabilities

 $8,706  $8,968  

 

Cash and cash equivalents consist primarily of money market funds and are valued at cost, which approximates fair value, and a small portion consists of municipal bonds having maturities of less than 90 days, which are recorded at fair value.

 

Current available-for-sale securities consist

25

Table of municipal and corporate bonds having maturities of more than 90 days, which are recorded at fair value.

Contents

 

Current and non-current restricted cash balances consist primarily of certificates of deposit, U.S. Treasury securities, and other deposits and are valued at cost, which approximates fair value.

 

Our non-current available for sale securities consist of marketable equity securities of companies in the mining industry which are valued using quoted market prices for each security.

 

Trade accounts receivable include amounts due to us for shipments of concentrates, doré and metals from doré sold to customers.  Revenues and the corresponding accounts receivable for sales of metals products are recorded when title and risk of loss transfer to the customer (generally at the time of ship loading, or at the time of customer arrival for trucked products).  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 prices at which sales of our concentrates will be settled due to the time elapsed between shipment and final settlement with the customer.  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 customer.  We obtain the forward metals prices used each period from a pricing service.  Changes in metals 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.

 

31

Table of Contents

We use financially-settled forward contracts to manage exposure to changes in the exchange rate between the USD and CAD and MXN, and the impact on CAD- and MXN-denominated operating costs incurred at our Casa Berardi and San Sebastian units (see Note 1211 for more information). These contracts qualify for hedge accounting, with unrealized gains and losses related to the effective portion of the contracts included in accumulated other comprehensive loss, and unrealized gains and losses related to the ineffective portion of the contracts included in earnings each period. The fair value of each contract represents the present value of the difference between the forward exchange rate for the contract settlement period as of the measurement date and the contract settlement exchange rate.

 

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 that have not reached 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 (see Note 1211 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.

 

Our Senior Notes, which were recorded at their carrying value of $503.2$503.8 million, net of unamortized initial purchaser discount at September 30, 2018 of $3.3 million,March 31, 2019, had a fair value of $511.4$508.0 million at September 30, 2018.March 31, 2019. Quoted market prices, which we consider to be Level 1 inputs, are utilized to estimate fair values of the Senior Notes. See Note 109 for more information.

 

26

Table of Contents

 

Note 14.13. Acquisition of Klondex Mines Ltd.

 

On July 20, 2018, we acquired all of the issued and outstanding common shares of Klondex Mines Ltd. ("Klondex") for consideration valued at $2.24$2.27 per Klondex share (the "Arrangement"). The acquisition resulted in our 100% ownership of three producingland packages in northern Nevada totaling approximately 110 square miles and containing operating or previously-operating mines with a history of high-grade gold mines,production, along with interests in various other gold exploration properties, in northern Nevada. Theproperties. We believe the acquisition is expectedhas the potential to increase our annual gold production, gives us ownership of operating gold mines and identified gold reserves and other mineralized material, and provides access to a large land package with known mineralization.production. Under the terms of the Arrangement, each holder of Klondex common shares had the option to receive either (i) $2.47 in cash per Klondex share (the “Cash Alternative”), (ii) 0.6272 of a Hecla share per Klondex share (the “Share Alternative”), or (iii) US$0.8411 in cash and 0.4136 of a Hecla share per Klondex share (the “Combined Alternative”), subject in the case of the Cash Alternative and the Share Alternative to pro-ration based on a maximum cash consideration of $153.2 million and a maximum number of Hecla shares issued of 75,276,176. Klondex shareholders also received shares of a newly formed company which holds the Canadian assets previously owned by Klondex (Havilah Mining Corporation (“Havilah”("Havilah")). Klondex had 180,499,319 issued and outstanding common shares prior to consummation of the Arrangement. An additional 1,549,626 Klondex common shares were issued immediately prior to consummation of the Arrangement related to conversion of in-the-money Klondex options and certain outstanding restricted share units, resulting in a total of 182,048,945 issued and outstanding Klondex common shares at the time of consummation of the Arrangement. In connection with the Arrangement, we also issued an aggregate of 4,136,000 warrants to purchase one share of our common stock (“Hecla Warrants”) to holders of warrants to purchase Klondex common shares. Of the Hecla Warrants, 2,068,000 have an exercise price of $8.02 and expire in April 2032, and 2,068,000 have an exercise price of $1.57 and expire in February 2029. In addition, we settled share-based payment awards held by Klondex directors and employees for cash of $2.0 million. Consideration for the Arrangement was cash of $161.7 million, 75,276,176 shares of our common stock valued at $242.4 million, and issuance of the Hecla Warrants valued at $10.2$9.8 million, for total consideration of $414.2$413.9 million. The Hecla Warrants were valued using the Black-Scholes model and based on the exercise price and term of the warrants, the price of our common stock at the time of issuance of the warrants, and assumptions for the discount rate and volatility and dividend rate of our common stock. The cash consideration includes $7.0 million for our subscription for common shares of Havilah and $1.5 million for settlement of certain equity compensation instruments.

32

 

The following summarizes the preliminary allocation of purchase price to the fair value of assets acquired and liabilities assumed as of the date of acquisition (in thousands):

 

Consideration:

        

Cash payments

 $161,704  $161,704 

Hecla stock issued (75,276,176 shares at $3.22 per share)

  242,389   242,389 

Hecla warrants issued

  10,155   9,830 

Total consideration

 $414,248  $413,923 
        

Fair value of net assets acquired:

        

Assets:

        

Cash

 $12,874  $12,874 

Accounts receivable

  3,453   3,453 

Inventory - supplies

  6,564   6,564 

Inventory - finished goods, in-process material and stockpiled ore

  10,302   10,088 

Other current assets

  2,583   2,583 

Properties, plants, equipment and mineral interests

  502,285   512,807 

Non-current investments

  1,596   1,596 

Non-current restricted cash and investments

  9,504   9,504 

Total assets

  549,161   559,469 

Liabilities:

        

Accounts payable and accrued liabilities

  17,270   17,799 

Accrued payroll and related benefits

  10,352   10,352 

Accrued taxes

  421   421 

Lease liability

  2,080   2,080 

Debt

  35,086   35,086 

Asset retirement obligation

  19,571   19,571 

Deferred tax liability

  50,133   60,237 

Total liabilities

  134,913   145,546 

Net assets

 $414,248  $413,923 

We do not believe there are any specific elements of the allocation of purchase price above that are subject to change. However, the overall allocation is preliminary and is subject to change.

Our results for the nine months ended September 30, 2018 include sales of products of $11.5 million and a net loss of $10.1 million since the acquisition date related to the operations acquired through the Arrangement.

The unaudited pro forma financial information below represents the combined results of our operations as if the acquisition had occurred at the beginning of the periods presented. The unaudited 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.

 

3327

Table of Contents

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 

(in thousands, except per share amounts)

 

2018

  

2017

  

2018

  

2017

 

Sales

 $156,731  $182,489  $543,741  $573,950 

Net (loss) income

  (20,735

)

  (8,877

)

  4,694   2,523 

(Loss) income applicable to common shareholders

  (20,873

)

  (9,015

)

  4,280   (2,937

)

Basic and diluted (loss) income per common share

  (0.04

)

  (0.02

)

  0.01   (0.01

)

The pro forma financial information includes adjustmentsallocation of purchase price above is preliminary, as the valuation of certain components of properties, plants, equipment and mineral interests, along with the related deferred tax balances, are under review and subject to eliminate amounts relatedchange. In the first quarter of 2019, we adjusted the previously-reported preliminary allocation of purchase price by decreasing (i) Inventory - finished goods, in-process material and stockpiled ore, (ii) Properties, plants, equipment and mineral interests, and (iii) Non-current deferred tax liability by $0.2 million, $8.7 million, and $9.1 million, respectively, and increasing Accounts payable and accrued liabilities by $0.5 million. We are currently undertaking a review of spending at the Nevada operations which may result in the following changes at the Fire Creek mine: a reduction in capital spending; ceasing current production and only developing to spirals 9,10 and 11; or a temporary cessation of all mine operations at Fire Creek. As a result, the Canadianvalues of certain components of properties, plants, equipment and mineral interests could be adjusted in the second quarter of 2019 when we expect to finalize the allocation of the Klondex purchase price. The outcome of the review may constitute a triggering event requiring assessment of the carrying value of our long-lived assets previously owned by Klondex,at Fire Creek with the potential to impact near-term estimated cash flows. The mineral interests at Fire Creek have a preliminary carrying value of approximately $220 million, of which were transferredapproximately $46 million is depletable. We may recognize an impairment, which could be material, if the carrying value of the assets exceeds the estimated future undiscounted cash flows expected to Havilahresult from their use and not acquired by us, and costs related to the acquisition.eventual disposition.

 

 

Note 15.14.   Guarantor Subsidiaries

 

Presented below are Hecla’s unaudited interim 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 Hecla's subsidiaries (the "Guarantors") of the Senior Notes and the RQ Notes (see Note 109 for more information). The Guarantors consist of the following of Hecla's 100%-owned subsidiaries: Hecla Limited; Silver Hunter Mining Company; Rio Grande Silver, Inc.; Hecla MC Subsidiary, LLC; Hecla Silver Valley, Inc.; Burke Trading, Inc.; Hecla Montana, Inc.; Revett Silver Company; RC Resources, Inc.; Troy Mine Inc.; Revett Exploration, Inc.; Revett Holdings, Inc.; Mines Management, Inc.; Newhi, Inc.; Montanore Minerals Corp.; Hecla Alaska LLC; Hecla Greens Creek Mining Company; Hecla Admiralty Company; and Hecla Juneau Mining Company. By November 30, 2018, we expect to add as Guarantors our new domesticCompany; Klondex subsidiaries.Holdings Inc.; Klondex Gold & Silver Mining Co.; Klondex Midas Holdings Limited; Klondex Aurora Mine Inc.; and Klondex Hollister Mine Inc. We completed the initial offering of the Senior Notes on April 12, 2013, and a related exchange offer for virtually identical notes registered with the SEC on January 3, 2014. We issued the RQ Notes inon March 5, 2018.

 

The unaudited interim condensed consolidating financial statements below have been prepared from our financial information on the same basis of accounting as the unaudited interim condensed consolidated financial statements set forth elsewhere in this report. Investments in the subsidiaries are accounted for under the equity method. Accordingly, the entries necessary to consolidate Hecla, the Guarantors, and our non-guarantor subsidiaries are reflected in the intercompany eliminations column. In the course of preparing consolidated financial statements, we eliminate the effects of various transactions conducted between Hecla and its subsidiaries and among the 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:

 

 

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

 

 

Capital contributions. Certain of Hecla's subsidiaries do not generate cash flow, either at all or that is sufficient to meet their capital needs, and their cash requirements are routinely met with inter-company advances from their parent companies. On at leastGenerally on an annual basis, when not otherwise intended as debt, the boards of directors of such parent companies declare contributions of capital to their subsidiary companies, which increase the parents' investment and the subsidiaries' additional paid-in capital. In consolidation, investments in subsidiaries and related additional paid-in capital are eliminated.

 

 

Debt. Inter-companyAt times, inter-company debt agreements have been established between certain of Hecla's subsidiaries and their parents. The related debt liability and receivable balances, accrued interest expense (if any) and income activity (if any), and payments of principal and accrued interest amounts (if any) by the subsidiary companies to their parents are eliminated in consolidation.

 

3428

 

 

Dividends. Certain of Hecla's subsidiaries which generate cash flow routinely provide cash to their parent companies through inter-company transfers. On at least an annual basis, the boards of directors of such subsidiary companies declare dividends to their parent companies, which reduces the subsidiaries' retained earnings and increases the parents' dividend income. In consolidation, such activity is 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 Hecla's subsidiaries are viewed independently, we use the separate 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 the eliminations column of the guarantor and parent's financial statements, as is the case in the unaudited interim financial statements set forth below. The separate 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 consolidating balance sheets and make up a large portion of that item, particularly for the guarantor balances.

 

Separate financial statements of the Guarantors are not presented because the guarantees by the Guarantors are joint and several and full and unconditional, except for certain customary release provisions, including: (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) Hecla ceases to be a borrower as defined in the indenture; and (5) upon legal or covenant defeasance or satisfaction and discharge of the indenture.

 

Unaudited Interim Condensed Consolidating Balance Sheets

  

As of March 31, 2019

 
  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
  

(in thousands)

 

Assets

                    

Cash and cash equivalents

 $3,401  $3,269  $5,127  $  $11,797 

Other current assets

  6,359   61,293   64,732   (74

)

  132,310 

Properties, plants, and equipment - net

  1,913   1,792,578   714,490      2,508,981 

Intercompany receivable (payable)

  162,575   (342,867

)

  (182,748

)

  363,040    

Investments in subsidiaries

  1,554,448         (1,554,448

)

   

Other non-current assets

  278,379   23,540   (115,696

)

  (144,706

)

  41,517 

Total assets

 $2,007,075  $1,537,813  $485,905  $(1,336,188

)

 $2,694,605 

Liabilities and Stockholders' Equity

                    

Current liabilities

 $(247,045

)

 $118,535  $49,545  $225,786  $146,821 

Long-term debt

  533,723   19,682   3,584      556,989 

Non-current portion of accrued reclamation

     90,083   14,103      104,186 

Non-current deferred tax liability

     71,173   95,778   (7,526

)

  159,425 

Other non-current liabilities

  49,827   5,871   916      56,614 

Stockholders' equity

  1,670,570   1,232,469   321,979   (1,554,448

)

  1,670,570 

Total liabilities and stockholders' equity

 $2,007,075  $1,537,813  $485,905  $(1,336,188) $2,694,605 

3529

  

As of December 31, 2018

 
  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
  

(in thousands)

 

Assets

                    

Cash and cash equivalents

 $6,265  $8,661  $12,463  $  $27,389 

Other current assets

  6,388   69,574   60,868   (69

)

  136,761 

Properties, plants, and equipment - net

  1,913   1,795,994   722,097      2,520,004 

Intercompany receivable (payable)

  171,905   (222,815

)

  (171,834

)

  222,744    

Investments in subsidiaries

  1,577,564         (1,577,564

)

   

Other non-current assets

  276,641   9,030   (122,969

)

  (142,912

)

  19,790 

Total assets

 $2,040,676  $1,660,444  $500,625  $(1,497,801

)

 $2,703,944 

Liabilities and Stockholders' Equity

                    

Current liabilities

 $(234,133

)

 $118,863  $45,922  $205,542  $136,194 

Long-term debt

  532,799   141,870   1,989   (135,988

)

  540,670 

Non-current portion of accrued reclamation

     94,602   10,377      104,979 

Non-current deferred tax liability

     64,639   98,689   10,209   173,537 

Other non-current liabilities

  51,047   5,659   895      57,601 

Stockholders' equity

  1,690,963   1,234,811   342,753   (1,577,564

)

  1,690,963 

Total liabilities and stockholders' equity

 $2,040,676  $1,660,444  $500,625  $(1,497,801

)

 $2,703,944 

30

 

Condensed Consolidating Balance Sheets

  

As of September 30, 2018

 
  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
  

(in thousands)

 

Assets

                    

Cash and cash equivalents

 $28,081  $6,198  $26,577  $  $60,856 

Other current assets

  15,219   42,515   79,807   (68

)

  137,473 

Properties, plants, and equipment - net

  1,920   1,246,274   1,239,235      2,487,429 

Intercompany receivable (payable)

  256,831   (222,897

)

  (138,477

)

  104,543    

Investments in subsidiaries

  1,767,234         (1,767,234

)

   

Other non-current assets

  149,034   4,390   11,670   (140,594

)

  24,500 

Total assets

 $2,218,319  $1,076,480  $1,218,812  $(1,803,353

)

 $2,710,258 

Liabilities and Stockholders' Equity

                    

Current liabilities

 $(79,535

)

 $77,328  $55,389  $79,274  $132,456 

Long-term debt

  534,067   4,911   137,938   (134,211

)

  542,705 

Non-current portion of accrued reclamation

     67,145   32,169      99,314 

Non-current deferred tax liability

     16,497   159,613   (11,182

)

  164,928 

Other non-current liabilities

  41,718   5,784   1,284      48,786 

Shareholders' equity

  1,722,069   904,815   862,419   (1,767,234

)

  1,722,069 

Total liabilities and stockholders' equity

 $2,218,319  $1,076,480  $1,248,812  $(1,833,353

)

 $2,710,258 

  

As of December 31, 2017

 
  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
  

(in thousands)

 

Assets

                    

Cash and cash equivalents

 $103,878  $31,016  $51,213  $  $186,107 

Other current assets

  47,555   47,608   40,541   (575

)

  135,129 

Properties, plants, and equipment - net

  1,946   1,244,161   753,204      1,999,311 

Intercompany receivable (payable)

  287,310   (177,438

)

  (341,182

)

  231,310    

Investments in subsidiaries

  1,358,025         (1,358,025

)

   

Other non-current assets

  14,409   7,289   9,283   (6,370

)

  24,611 

Total assets

 $1,813,123  $1,152,636  $513,059  $(1,133,660

)

 $2,345,158 

Liabilities and Stockholders' Equity

                    

Current liabilities

 $(226,576

)

 $66,550  $37,671  $234,485  $112,130 

Long-term debt

  502,229   2,303   3,890      508,422 

Non-current portion of accrued reclamation

     67,565   11,801      79,366 

Non-current deferred tax liability

     10,120   124,352   (10,120

)

  124,352 

Other non-current liabilities

  53,588   5,185   838      59,611 

Stockholders' equity

  1,483,882   1,000,913   334,507   (1,358,025

)

  1,461,277 

Total liabilities and stockholders' equity

 $1,813,123  $1,152,636  $513,059  $(1,133,660

)

 $2,345,158 

36

Unaudited Interim Condensed Consolidating Statements of Operations

 

 

Three Months Ended September 30, 2018

  

Three Months Ended March 31, 2019

 
 

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
 

(in thousands)

  

(in thousands)

 

Revenues

 $5,020  $60,155  $78,474  $  $143,649  $(2,477

)

 $102,432  $52,662  $  $152,617 

Cost of sales

  (157

)

  (39,733

)

  (53,719

)

     (93,609

)

  (461

)

  (66,869

)

  (43,056

)

     (110,386

)

Depreciation, depletion, amortization

     (12,427

)

  (31,037

)

     (43,464

)

     (20,872

)

  (17,915

)

     (38,787

)

General and administrative

  (4,802

)

  (4,866

)

  (659

)

     (10,327

)

  (4,393

)

  (5,111

)

  (455

)

     (9,959

)

Exploration and pre-development

  (1

)

  (4,056

)

  (9,549

)

     (13,606

)

  (16

)

  (1,544

)

  (3,698

)

     (5,258

)

Research and development

     (444

)

  (825

)

     (1,269

)

     (353

)

  (50

)

     (403

)

Loss on derivative contracts

  19,460            19,460   (1,799

)

           (1,799

)

Foreign exchange gain (loss)

  4,640   74   (6,926

)

     (2,212

)

Lucky Friday suspension-related costs

     (5,388

)

  (1,131

)

     (6,519

)

Acquisition costs

  (5,741

)

  (245

)

  (153

)

     (6,139

)

  42   (55

)

        (13

)

Equity in earnings of subsidiaries

  (54,618

)

        54,618      (22,433

)

        22,433    

Other (expense) income

  13,016   881   (5,900

)

  (19,824

)

  (11,827

)

  6,004   (5,730

)

  (12,642

)

  (6,393

)

  (18,761

)

Income (loss) before income taxes

  (23,183

)

  (6,049

)

  (31,425

)

  34,794   (25,863

)

(Loss) income before income taxes

  (25,533

)

  1,898   (25,154

)

  16,040   (32,749

)

(Provision) benefit from income taxes

  (1

)

  (18,552

)

  1,408   19,824   2,679      (3,916

)

  4,739   6,393   7,216 

Net income (loss)

  (23,184

)

  (24,601

)

  (30,017

)

  54,618   (23,184

)

Net (loss) income

  (25,533

)

  (2,018

)

  (20,415

)

  22,433   (25,533

)

Preferred stock dividends

  (138

)

           (138

)

  (138

)

           (138

)

Income (loss) applicable to common shareholders

  (23,322

)

  (24,601

)

  (30,017

)

  54,618   (23,322

)

Net income (loss)

  (23,184

)

  (24,601

)

  (30,017

)

  54,618   (23,184

)

Changes in comprehensive income (loss)

  3,746      3   (3)  3,746 

Comprehensive income (loss)

 $(19,438

)

 $(24,601

)

 $(30,014

)

 $54,615  $(19,438

)

(Loss) income applicable to common stockholders

  (25,671

)

  (2,018

)

  (20,415

)

  22,433   (25,671

)

Net (loss) income

  (25,533

)

  (2,018

)

  (20,415

)

  22,433   (25,533

)

Changes in comprehensive (loss) income

  4,259            4,259 

Comprehensive (loss) income

 $(21,274

)

 $(2,018

)

 $(20,415

)

 $22,433  $(21,274

)

 

3731

Table of Contents

 

 

Nine Months Ended September 30, 2018

  

Three Months Ended March 31, 2018

 
 

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
 

(in thousands)

  

(in thousands)

 

Revenues

 $8,332  $205,563  $216,722  $  $430,617  $615  $70,211  $68,883  $  $139,709 

Cost of sales

  245   (111,923

)

  (135,240

)

     (246,918

)

  475   (34,701

)

  (38,643

)

     (72,869

)

Depreciation, depletion, amortization

     (35,683

)

  (67,652

)

     (103,335

)

     (11,260

)

  (16,794

)

     (28,054

)

General and administrative

  (13,250

)

  (12,916

)

  (1,683

)

     (27,849

)

  (3,833

)

  (3,448

)

  (454

)

     (7,735

)

Exploration and pre-development

  (128

)

  (9,059

)

  (22,037

)

     (31,224

)

  (55

)

  (1,939

)

  (6,371

)

     (8,365

)

Research and development

     (2,505

)

  (2,537

)

     (5,042

)

     (482

)

  (954

)

     (1,436

)

Loss on derivative contracts

  40,271            40,271 

Foreign exchange gain (loss)

  (9,795

)

     12,651      2,856 

Lucky Friday suspension-related costs

     (17,206

)

  (1,131

)

     (18,337

)

Gain on derivative contracts

  4,007            4,007 

Acquisition costs

  (9,041

)

  (313

)

  (302

)

     (9,656

)

  (2,360

)

     (147

)

     (2,507

)

Equity in earnings of subsidiaries

  (31,105

)

        31,105      17,768         (17,768

)

   

Other (expense) income

  11,602   (2,512

)

  (15,801

)

  (29,026

)

  (35,737

)

  (8,377

)

  (6,794

)

  6,917   (5,488

)

  (13,742

)

Income (loss) before income taxes

  (2,869

)

  13,446   (17,010

)

  2,079   (4,354

)

  8,240   11,587   12,437   (23,256

)

  9,008 

(Provision) benefit from income taxes

  (1

)

  (27,755

)

  214   29,026   1,484      (5,488

)

  (768

)

  5,488   (768

)

Net income (loss)

  (2,870

)

  (14,309

)

  (16,796

)

  31,105   (2,870

)

  8,240   6,099   11,669   (17,768

)

  8,240 

Preferred stock dividends

  (414

)

           (414

)

  (138

)

           (138

)

Income (loss) applicable to common shareholders

  (3,284

)

  (14,309

)

  (16,796

)

  31,105   (3,284

)

Income (loss) applicable to common stockholders

  8,102   6,099   11,669   (17,768

)

  8,102 

Net income (loss)

  (2,870

)

  (14,309

)

  (16,796

)

  31,105   (2,870

)

  8,240   6,099   11,669   (17,768

)

  8,240 

Changes in comprehensive income (loss)

  (3,520

)

     41   (41

)

  (3,520

)

  (2,104

)

     38   (38

)

  (2,104

)

Comprehensive income (loss)

 $(6,390

)

 $(14,309

)

 $(16,755

)

 $31,064  $(6,390

)

 $6,136  $6,099  $11,707  $(17,806

)

 $6,136 

Unaudited Interim Condensed Consolidating Statements of Cash Flows

  

Three Months Ended March 31, 2019

 
  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
  

(in thousands)

 

Cash flows from operating activities

 $(38,879

)

 $36,481  $(17,553

)

 $39,981  $20,030 

Cash flows from investing activities:

                    

Additions to properties, plants, and equipment

     (25,401

)

  (7,670

)

     (33,071

)

Other investing activities, net

  23,116   (1

)

  2   (23,116

)

  1 

Cash flows from financing activities:

                    

Dividends paid to stockholders

  (1,348

)

           (1,348

)

Borrowings on debt

  58,000            58,000 

Payments on debt

  (58,000

)

  (746

)

  (515

)

     (59,261

)

Other financing activity

  14,247   (15,725

)

  18,305   (16,865

)

  (38

)

Effect of exchange rate changes on cash

        95      95 

Changes in cash, cash equivalents and restricted cash and cash equivalents

  (2,864

)

  (5,392

)

  (7,336

)

     (15,592

)

Beginning cash, cash equivalents and restricted cash and cash equivalents

  6,265   9,686   12,463      28,414 

Ending cash, cash equivalents and restricted cash and cash equivalents

 $3,401  $4,294  $5,127  $  $12,822 

 

3832

Table of Contents

 

  

Three Months Ended September 30, 2017

 
  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
  

(in thousands)

 

Revenues

 $(626

)

 $61,887  $79,578  $  $140,839 

Cost of sales

  687   (29,320

)

  (39,725

)

     (68,358

)

Depreciation, depletion, amortization

     (12,607

)

  (16,911

)

     (29,518

)

General and administrative

  (4,217

)

  (4,464

)

  (848

)

     (9,529

)

Exploration and pre-development

  (129

)

  (4,339

)

  (4,544

)

     (9,012

)

Research and development

     (1,130

)

        (1,130

)

Gain on derivative contracts

  (11,226

)

           (11,226

)

Foreign exchange gain (loss)

  12,153      (17,070

)

     (4,917

)

Lucky Friday suspension costs

     (4,780

)

        (4,780

)

Equity in earnings of subsidiaries

  (7,369

)

        7,369    

Other expense

  11,041   1,202   (4,676

)

  (14,752

)

  (7,185

)

Income (loss) before income taxes

  314   6,449   (4,196

)

  (7,383

)

  (4,816

)

(Provision) benefit from income taxes

     (1,338

)

  (8,284

)

  14,752   5,130 

Net income (loss)

  314   5,111   (12,480

)

  7,369   314 

Preferred stock dividends

  (138

)

           (138

)

Income (loss) applicable to common shareholders

  176   5,111   (12,480

)

  7,369   176 

Net income (loss)

  314   5,111   (12,480

)

  7,369   314 

Changes in comprehensive income (loss)

  7,636      1,022   (1,022

)

  7,636 

Comprehensive income (loss)

 $7,950  $5,111  $(11,458

)

 $6,347  $7,950 
  

Three Months Ended March 31, 2018

 
  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
  

(in thousands)

 

Cash flows from operating activities

 $21,183  $18,747  $13,396  $(36,943

)

 $16,383 

Cash flows from investing activities:

                    

Additions to properties, plants, and equipment

     (8,082

)

  (9,553

)

     (17,635

)

Other investing activities, net

  (16,260

)

  151      15,579   (530

)

Cash flows from financing activities:

                    

Dividends paid to stockholders

  (1,136

)

           (1,136

)

Payments on debt

     (644

)

  (678

)

     (1,322

)

Other financing activity

  (1,186

)

  (20,118

)

  (1,285

)

  21,364   (1,225

)

Effect of exchange rate changes on cash

        876      876 

Changes in cash, cash equivalents and restricted cash and cash equivalents

  33,625   (9,946

)

  2,756      26,435 

Beginning cash, cash equivalents and restricted cash and cash equivalents

  103,878   32,048   51,213      187,139 

Ending cash, cash equivalents and restricted cash and cash equivalents

 $137,503  $22,102  $53,969  $  $213,574 

 

39

Table of Contents

  

Nine Months Ended September 30, 2017

 
  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
  

(in thousands)

 

Revenues

 $(3,912

)

 $215,184  $206,390  $  $417,662 

Cost of sales

  353   (112,908

)

  (111,982

)

     (224,537

)

Depreciation, depletion, amortization

     (41,875

)

  (45,111

)

     (86,986

)

General and administrative

  (16,407

)

  (10,877

)

  (1,760

)

     (29,044

)

Exploration and pre-development

  (439

)

  (8,736

)

  (12,508

)

     (21,683

)

Research and development

     (2,125

)

        (2,125

)

Gain/(loss) on derivative contracts

  (16,548

)

           (16,548

)

Foreign exchange gain (loss)

  22,286   (43

)

  (32,501

)

     (10,258

)

Lucky Friday suspension costs

     (14,385

)

  

 

     (14,385

)

Equity in earnings of subsidiaries

  (9,708

)

        9,708    

Other (expense) income

  24,822   (1,207

)

  (14,146

)

  (38,682

)

  (29,213

)

Income (loss) before income taxes

  447   23,028   (11,618)  (28,974

)

  (17,117

)

(Provision) benefit from income taxes

     (9,239

)

  (11,879

)

  38,682   17,564 

Net income (loss)

  447   13,789   (23,497

)

  9,708   447 

Preferred stock dividends

  (414

)

           (414

)

Income (loss) applicable to common shareholders

  33   13,789   (23,497

)

  9,708   33 

Net income (loss)

  447   13,789   (23,497

)

  9,708   447 

Changes in comprehensive income (loss)

  13,718      1,780   (1,780

)

  13,718 

Comprehensive income (loss)

 $14,165  $13,789  $(21,717

)

 $7,928  $14,165 

40

Table of Contents

Condensed Consolidating Statements of Cash Flows

  

Nine Months Ended September 30, 2018

 
  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
                     

Cash flows from operating activities

 $(52,473

)

 $63,796  $(15,107

)

 $78,994  $75,210 

Cash flows from investing activities:

                    

Additions to properties, plants, and equipment

     (39,740

)

  (43,545

)

     (83,285

)

Acquisition of Klondex, net of cash acquired

  (139,326

)

            (139,326

)

Other investing activities, net

  (375,495

)

  4,603   (294

)

  409,209   38,023 

Cash flows from financing activities:

                    

Dividends paid to shareholders

  (3,607

)

           (3,607

)

Borrowings on debt

  78,024            78,024 

Proceeds from (payments on) debt

  (47,000

)

  (3,094

)

  (37,934

)

     (88,028

)

Other financing activity, net

  464,080   (50,409

)

  72,463   (488,203

)

  (2,069

)

Effect of exchange rates on cash

        (215

)

     (215

)

Changes in cash, cash equivalents and restricted cash and cash equivalents

  (75,797

)

  (24,844

)

  (24,632

)

     (125,273

)

Beginning cash, cash equivalents and restricted cash and cash equivalents

  103,878   32,048   51,213      187,139 

Ending cash, cash equivalents and restricted cash and cash equivalents

 $28,081  $7,204  $26,581  $  $61,866 

  

Nine Months Ended September 30, 2017

 
  

Parent

  

Guarantors

  

Non-Guarantors

  

Eliminations

  

Consolidated

 
  

(in thousands)

 

Cash flows from operating activities

 $35,764  $41,071  $21,435  $(24,155

)

 $74,115 

Cash flows from investing activities:

                    

Additions to properties, plants, and equipment

     (28,220

)

  (42,170

)

     (70,390

)

Acquisitions of other companies, net of cash acquired

                

Other investing activities, net

  176   5,779   (584

)

  (5,339

)

  32 

Cash flows from financing activities:

                    

Dividends paid to shareholders

  (3,392

)

           (3,392

)

Proceeds from (payments on) debt

     (4,518

)

  (1,017

)

     (5,535

)

Other financing activity, net

  (44,762

)

  (21,500

)

  42,909   29,494   6,141 

Effect of exchange rates on cash

        1,051      1,051 

Changes in cash, cash equivalents and restricted cash and cash equivalents

  (12,214

)

  (7,388

)

  21,624      2,022 

Beginning cash, cash equivalents and restricted cash and cash equivalents

  113,275   26,588   32,114      171,977 

Ending cash, cash equivalents and restricted cash and cash equivalents

 $101,061  $19,200  $53,738  $  $173,999 

4133

Table of Contents

 

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. – Business1A – Risk Factors in our annual report filed on Form 10-K for the year ended December 31, 2017,2018, as updated in Part II, Item 1A - Risk Factors in this quarterly report and in our quarterly reports on Form 10-Q for the quartersquarter ended March 31, 2018 and June 30, 2018.2019. 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 our subsidiaries have provided precious and base metals to the U.S. and worldwide since 1891. We discover, acquire, develop, produce and market silver, gold, lead and zinc.

 

We produce lead, zinc and bulk concentrates, which we sell to custom smelters and brokers, and unrefined doré containing gold and silver, which areis sold to refiners or further refined before sale of the metals to precious metals traders.  We are organized into five segments that encompass our operating and development units:  Greens Creek, Lucky Friday, Casa Berardi, San Sebastian and Nevada Operations. The map below shows the locations of our operating units, our exploration and pre-development projects, as well as our corporate offices located in Coeur d'Alene, Idaho and Vancouver, British Columbia.

 

4234

Table of Contents

 

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 integrating the acquisition in July 2018 of Klondex Mines Ltd. ("Klondex") discussed further below, which gives us ownership of a mill, operating mines and other mineral interests in northern Nevada;

continuing to optimize and improve operations at our units, which includes incurring research and development expenditures that may not result in tangible benefits;

expanding our proven and probable reserves and production capacity at our units;

conducting our business with financial stewardship to preserve our financial position in varying metals price environments;

advance permitting of the Rock Creek and Montanore projects;

maintaining and investing in exploration and pre-development projects in the vicinities of seven mining districts and projects, most of which 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 Abitibi region of northwestern Quebec, Canada; our newly-acquired projects in northern Nevada; the Rock Creek and Montanore projects in northwestern Montana; and the Creede district of southwestern Colorado; and

continuing to seek opportunities to acquire or invest in mining properties and companies.

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

fully integrate the acquisition of Klondex Mines Ltd. ("Klondex") discussed further below, which gives us ownership of a mill, operating mines and other mineral interests in northern Nevada;

continuing to optimize and improve operations at our units, which includes incurring research and development expenditures that may not result in tangible benefits;

expanding our proven and probable reserves and production capacity at our units;

conducting our business with financial stewardship to preserve our financial position in varying metals price environments;

advance permitting of the Rock Creek and Montanore projects;

maintaining and investing in exploration and pre-development projects in the vicinities of seven mining districts and projects, most of which 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 Abitibi region of northwestern Quebec, Canada; our projects in northern Nevada; the Rock Creek and Montanore projects in northwestern Montana; and the Creede district of southwestern Colorado; and

continuing to seek opportunities to acquire or invest in mining properties and companies.

 

A number of key factors may impact the execution of our strategy, including regulatory issues and metals prices. Metals prices can be very volatile. As discussed in the Critical Accounting Estimates section below, metals prices are influenced by a number of factors beyond our control. Average market prices of silver, gold, lead, and zinc in the first ninethree months of 20182019 were higherlower than their levels from the comparable period last year, with the average silver price lower, as illustrated by the table in Results of Operations below. While we believe current global economic and industrial trends could result in continued demand for the metals we produce, prices have been volatile and there can be no assurance that current prices will continue.

35

Table of Contents

 

The total principal amount of our Senior Notes due May 1, 2021 is $506.5 million, and they bear interest at a rate of 6.875% per year. The net proceeds from the Senior Notes were primarily used for the acquisition of Aurizon in June 2013. In addition, in March 2018 we entered into a note purchase agreement pursuant to which we issued CAD$40 million (approximately USD$30.8 million at the time of the transaction) in aggregate principal amount of our Series 2018-A Senior Notes due May 1, 2021 (the “RQ Notes”) to Ressources Québec which have an annual coupon rate of 4.68%. The net proceeds from the RQ Notes are required to bewere used for development and expansion of our Casa Berardi unit. Also, we drew $58 million under our revolving credit facility during the first quarter of 2019, all of which was repaid during that period, with $85.0 million drawn as of the date of this report. Amounts drawn on the revolving credit facility are subject to a variable rate of interest. See Note 109 of Notes to Condensed Consolidated Financial Statements (Unaudited)for more information on our debt arrangements. As discussed in the Financial Liquidity and Capital Resources section below, we believe that we will be able to meet the obligations associated with the Senior Notes, RQ Notes and RQ Notes;amounts drawn on our revolving credit facility; however, a number of factors could impact our ability to meet the debt obligations and fund our other projects.

 

On July 20, 2018, we completed the acquisition of all of the issued and outstanding common shares of Klondex for total consideration valued at approximately $414.2$413.9 million at the time of consummation of the acquisition. See Note 1413 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information. As a result of the acquisition, we own 100% of three producing gold mines, along with interests in various gold exploration properties,land packages in northern Nevada.Nevada totaling approximately 110 square miles and containing operating or previously-operating mines with a history of high-grade gold production, which we believe to be prospective and under-explored. The acquired properties include the Hatter Graben development project, where we have started construction of an access drift, the Fire Creek mine, which we believe has been under-developed and has the potential for continued production, and various other gold properties. We believe the acquisition is expectedhas the potential to increase our annual gold production, gives us ownership of operating gold mines and identified gold reserves and other mineralized material, and provides access to a large land package with known mineralization.production. We are faced with the challenge of integrating the acquisition and assuming operating responsibility for Klondex's mines and other operations. See Part II, Item 1A –1A. Risk Factors - Operating, Development, Exploration and Acquisition Risks in our annual report filed on Form 10-K for the year ended December 31, 2018, asupdated in Part II, Item 1A – Risk Factors in this quarterly report filed on Form 10-Q for the quarter ended March 31, 2018 2019,for risks associated with our acquisition of Klondex.

 

On June 15, 2015, we completed the acquisition of Revett Mining Company, giving us 100% ownership of the Rock Creek project, a significant undeveloped silver and copper deposit in northwestern Montana. In addition,And, on September 13, 2016, we completed the acquisition of Mines Management, Inc., giving us 100% ownership of the Montanore project, another significant undeveloped silver and copper deposit located approximately 10 miles from our Rock Creek project. Development of Rock Creek and Montanore has been challenged by non-governmental organizations and governmental agencies at various times, including a recent questioning of the validity of the operating permit at Montanore by the Montana Department of Environmental Quality. In addition, a State court remanded back to the Montana Department of Natural Resources and Conservation for further consideration a water right permit it had issued for the Rock Creek project. This decision does not impact advancing the evaluation phase of the project as recently authorized by the U.S. Forest Service in its Record of Decision. The evaluation phase is necessary to obtain needed information to further assess the mineralization, geohydrology and other potential environmental effects of a future full mining project at Rock Creek. Thus, there can be no assurance that we will be able to obtain the permits required to develop these projectprojectss.. See InPart II, Item 1A – Risk Factorsin this quarterly report on Form 10-Q for the quarter ended March 31, 2019, see Legal challenges could prevent the Rock Creek or Montanore projects from ever being developed for more information.

 

As further discussed in the Lucky Friday Segment section below, the union employees at Lucky Friday have been on strike since March 13, 2017. Production at Lucky Friday was suspended from the start of the strike until July 2017, with limited production by salaried employees commencing at that time. We cannot predict how long the strike will last or whether an agreement will be reached. We expect cash expenditures of about $1.5approximately $1.0 million to $2.0$1.5 million per month to advance engineering and infrastructure for the restart of full production, in addition to costs related to limited interim production. As a result of the strike or other related events, operations at Lucky Friday could continue to be disrupted, which could adversely affect our financial condition and results of operations.

 

43

Table of Contents

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’s Association's CORESafety program. We attempt to implement reasonable best practices with respect to mine safety and emergency preparedness. We work with the Mine Safety and Health Administration (“MSHA”("MSHA") to address issues outlined in its investigations and inspections and continue to evaluate our safety practices.

36

Table of Contents

 

Another challenge for us is the risk associated with environmental litigation and ongoing reclamation activities. As described in Part I, Item 1A –1A. Risk Factors of our annual report filed on Form 10-K for the year ended December 31, 20172018 and above in Note 54 of Notes 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 the estimate of our environmental liabilities and liquidity needs, as well as our strategic plans, may 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 on terms as favorable to us as possible.

 

Results of Operations

 

Sales of products by metal for the three- and nine-monththree-month periods ended September 30,March 31, 2019 and 2018 and 2017 were as follows:

 

  

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

 

(in thousands)

 

2018

  

2017

  

2018

  

2017

 

Silver

 $38,009  $43,228  $111,656  $140,662 

Gold

  82,628   73,603   233,308   203,279 

Lead

  7,552   6,373   27,469   28,093 

Zinc

  20,990   24,327   78,714   74,692 

Less: Smelter and refining charges

  (5,530

)

  (6,692

)

  (20,530

)

  (29,064

)

Sales of products

 $143,649  $140,839  $430,617  $417,662 

44

Table of Contents
  

Three Months Ended
March 31,

 

(in thousands)

 

2019

  

2018

 

Silver

 $45,506  $35,222 

Gold

  79,679   73,044 

Lead

  9,025   9,227 

Zinc

  24,755   30,109 

Less: Smelter and refining charges

  (6,348

)

  (7,893

)

Sales of products

 $152,617  $139,709 

 

The $2.8 million and $13.0 million increasesfluctuations in sales for the first quarter of products in the third quarter and first nine months of 2018, respectively,2019 compared to the same periodsperiod of 2017 are2018 were primarily due to:

 

 

For the third quarter of 2018, salesHigher quantities forand silver, gold and lead and zinc weresold as a result of higher than the same periodproduction of 2017. For the first nine months of 2018, higher gold and zinc volumes werethose metals, partially offset by lower silver and lead volumes.zinc volume. See the The Greens Creek Segment, The Lucky Friday Segment, The Casa Berardi Segment, The San Sebastian Segment and The Nevada Operations Segment sections below for more information on metal production and sales volumes at each of our operating segments. Total metals production and sales volumes for each period are shown in the following table:

 

  

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

   

Three Months Ended
March 31,

 
  

2018

  

2017

  

2018

  

2017

   

2019

  

2018

 

Silver -

Ounces produced

  2,523,691   3,323,157   7,654,118   9,500,058 

Ounces produced

  2,923,131   2,534,095 

Payable ounces sold

  2,588,478   2,540,817   6,993,695   8,098,652 

Payable ounces sold

  2,898,083   2,091,464 

Gold -

Ounces produced

  72,995   63,046   191,116   171,720 

Ounces produced

  60,021   57,808 

Payable ounces sold

  68,568   57,380   183,050   161,921 

Payable ounces sold

  60,936   54,839 

Lead -

Tons produced

  4,238   5,370   15,387   18,426 

Tons produced

  5,784   5,627 

Payable tons sold

  3,986   2,936   12,599   13,612 

Payable tons sold

  4,848   3,868 

Zinc -

Tons produced

  12,795   14,497   42,312   43,000 

Tons produced

  13,944   15,211 

Payable tons sold

  9,282   8,444   30,072   29,269 

Payable tons sold

  9,533   10,104 

 

The difference between what we report as "ounces/tons produced" and "payable ounces/tons sold" is attributable to the difference between the quantities of metals contained in the concentrates we produce versus the portion of those metals actually paid for by our customers according to the terms of our sales contracts. Differences can also arise from inventory changes incidental to shipping schedules, or variances in ore grades which impact the amount of metals contained in concentrates produced and sold.

 

37

Table of Contents

Lower average realized prices for silver, gold, lead and zinc prices in the third quarter of 2018 compared to the same period in 2017. For the first nine months of 2018, average gold, lead and zinc prices were higher, while average silver prices were lower, compared to the same period of 2017.zinc. These price variances are illustrated in the table below.

 

  

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

   

Three months ended March 31,

 
  

2018

  

2017

  

2018

  

2017

   

2019

  

2018

 

Silver –

London PM Fix ($/ounce)

 $14.99  $16.83  $16.10  $17.17 

London PM Fix ($/ounce)

 $15.57  $16.77 

Realized price per ounce

 $14.68  $17.01  $15.97  $17.37 

Realized price per ounce

 $15.70  $16.84 

Gold –

London PM Fix ($/ounce)

 $1,213  $1,278  $1,283  $1,251 

London PM Fix ($/ounce)

 $1,304  $1,329 

Realized price per ounce

 $1,205  $1,283  $1,275  $1,255 

Realized price per ounce

 $1,308  $1,332 

Lead –

LME Final Cash Buyer ($/pound)

 $0.95  $1.06  $1.06  $1.02 

LME Final Cash Buyer ($/pound)

 $0.92  $1.14 

Realized price per pound

 $0.95  $1.09  $1.09  $1.03 

Realized price per pound

 $0.93  $1.19 

Zinc –

LME Final Cash Buyer ($/pound)

 $1.15  $1.34  $1.37  $1.26 

LME Final Cash Buyer ($/pound)

 $1.23  $1.55 

Realized price per pound

 $1.13  $1.44  $1.31  $1.28 

Realized price per pound

 $1.30  $1.49 

 

Average realized prices typically 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 customers, we must estimate the prices at which sales of our metals will be settled.  Previously recorded sales are adjusted to estimated settlement metals prices each period through final settlement.  For the thirdfirst quarter and first nine months of 2018,2019, we recorded net positive price adjustments to provisional settlements of $0.5 million compared to net negative price adjustments to provisional settlements of $0.6$0.1 million and $3.3 million, respectively, compared to positive price adjustments to provisional settlements of $1.2 million and $0.6 million, respectively, in the thirdfirst quarter and first nine months of 2017.2018. The price adjustments related to silver, gold, lead and zinc contained in our concentrate shipments were largely offset by gains and losses on forward contracts for those metals for each period. See Note 1211 of Notes 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.

 

45

Table of Contents

For the thirdfirst quarter and first nine months of 2018,2019, we recorded lossesa loss applicable to common shareholdersstockholders of $23.3$25.7 million ($0.05 per basic common share) and $3.3, compared to income of $8.1 million ($0.010.02 per basic common share), respectively, compared to income applicable to common shareholders during the first quarter of $0.2 million ($0.00 per basic common share) and $0.0 million ($0.00 per basic common share), respectively, for the third quarter and first nine months of 2017.2018. The following factors impactedcontributed to the results for the third quarter and first ninethree months of 20182019 compared to the same periodsperiod in 2017:2018:

 

 

Lower gross profit for the third quarter and first nine months of 2018 compared to the same periods in 2017 at our San Sebastian unit by $19.1 million and $38.9 million, respectively, and at our Lucky Friday unit by $0.2 million and $3.1 million, respectively; and aA gross loss at our newly-acquired Nevada Operations unit of $7.8$13.8 million in the third quarter. Grossfirst quarter of 2019, and gross profit at our Casa Berardi, San Sebastian and Lucky Friday units in the first quarter of 2019 that was lower by $15.4 million, $7.3 million and $0.9 million, respectively, compared to the first quarter of 2018. This was partially offset by gross profit that was higher by $2.0 million for the first quarter of 2019 at our Greens Creek unit was lower by $6.1 million for the third quarter of 2018, but higher by $12.9 million for the first nine month of 2018, compared to the same periods of 2017. Gross profit for the third quarter of 2018 was also lower at our Casa Berardi unit compared to 2017 by $3.1 million; however, it was higher by $11.2 million for the first nine months of 2018 compared to the same period of 2017.unit. See The Greens Creek Segment, The Lucky Friday Segment, The Casa Berardi Segment, The San Sebastian Segmentand The Nevada Operations Segment sections below.

A net foreign exchange loss in the first quarter of 2019 of $3.1 million versus a net gain of $2.6 million in the same period of 2018, with the variance primarily related to the impact of strengthening of the CAD relative to the USD on remeasurement of our assets and liabilities in Quebec. During the first quarter of 2019, the applicable CAD-to-USD exchange rate decreased from 1.3643 to 1.3364, compared to an increase in the rate from 1.2545 to 1.2893 during the first quarter of 2018.

 

Income tax benefits of $2.7 million and $1.5 million in the third quarter and first nine months of 2018, respectively, compared to benefits of $5.1 million of $17.6 million, respectively, in the comparable 2017 periods. The benefit for the first nine months of 2017 includes a benefit from a change in income tax position recognized in the first quarter of 2017 relating to the timing of deduction for #4 Shaft development costs at Lucky Friday, as further discussed in Corporate Matters below.

Costs of $6.1 million and $9.7 million for the third quarter and first nine months of 2018, respectively, related to the acquisition of Klondex completed in July 2018.

Exploration and pre-development expense increased by $4.6 million and $9.5 million, respectively, in the third quarter and first nine months of 2018 compared to the same periods in 2017. In 2018, we have continued exploration work at our Greens Creek, San Sebastian and Casa Berardi units, and at our other projects in Quebec, Canada, and began exploration at our Nevada Operations unit acquired in July 2018. "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. Pre-development expense of $1.2 million and $3.6 million in the third quarter and first nine months of 2018, respectively, was related to advancement of our Montanore and Rock Creek projects.

Foreign exchange netA loss in the third quarter of 2018 of $2.2 million and a net gain of $2.9 million in the first nine months of 2018 versus net losses of $4.9 million and $10.3 million in the third quarter and first nine months of 2017, respectively. The variances are primarily related to the impact of changes in the CAD-to-USD exchange rate on the remeasurement of our net monetary liabilities in Quebec. During the first nine months of 2018, the applicable CAD-to-USD exchange rate increased from 1.2545 to 1.2945, compared to a decrease in the rate from 1.3426 to 1.2480 during the first nine months of 2017.

Suspension costs of $6.5 million and $18.3 million in the third quarter and first nine months of 2018, respectively, compared to $4.8 million and $14.4 million in the third quarter and first nine months of 2017, respectively. The costs for the third quarter and first nine months of 2018 include $5.4 million and $17.2 million, respectively, related to suspension at the Lucky Friday mine resulting from the strike, which started in March 2017, and include non-cash depreciation expense of $1.4 million and $3.7 million, respectively. The costs for the 2018 periods also include $1.1 million related to curtailment of production at the Midas mine. All of the costs for the third quarter and first nine months of 2017 related to Lucky Friday and include $1.1 million and $3.3 million, respectively, for non-cash depreciation.

Research and development expense of $1.3 million and $5.0 million in the third quarter and first nine months of 2018, respectively, compared to $1.1 million and $2.1 million in the third quarter and first nine months of 2017, respectively, related to evaluation and development of technologies that would be new to our operations.

Higher interest expense by $0.8 million and $1.6 million in the third quarter and first nine months of 2018. respectively, compared to the same periods of 2017. Interest expense in the first nine months of 2017 was net of $0.9 million in capitalized interest primarily related to the #4 Shaft project, which was completed in January 2017.

Gains on base metal derivatives contracts of $19.5 million and $40.3$1.8 million in the thirdfirst quarter and first nine months of 2018, respectively,2019 compared to lossesa gain of $11.2 million and $16.5$4.0 million in the third quarter and first nine monthssame period of 2017, respectively. During the third quarter of 2018, we settled, prior to their maturity date, contracts in a gain position for cash proceeds to us of approximately $32.8 million.2018. See Note 1211 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information.

Higher general and administrative accruals by $2.2 million in the first quarter of 2019 compared to the first quarter of 2018 due to increased expense for incentive compensation.

Lower research and development costs by $1.0 million in the first quarter of 2019 compared to the same period of 2018.

 

4638

Table of Contents

Lower suspension-related costs at Lucky Friday by $2.2 million in the first quarter of 2019 compared to the first quarter of 2018 due to increased production, as discussed in The Lucky Friday Segment section below.

$2.5 million in costs in the first quarter of 2018 related to our acquisition of Klondex.

Exploration and pre-development expense decreased by $3.1 million in the first quarter of 2019 compared to the first quarter of 2018. In 2019, we have continued exploration work at our Greens Creek, San Sebastian, Casa Berardi and Nevada Operations units, and on our land package near our Lucky Friday unit. "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. Pre-development expense of $0.9 million in the first quarter of 2019 was related to advancement of our Montanore and Rock Creek projects.

An income tax benefit of $7.2 million in first quarter of 2019 compared to an income tax provision of $0.8 million in the first quarter of 2018. The benefit in the 2019 period is primarily the result of losses in Nevada and Quebec.

 

The Greens Creek Segment

 

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

 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

  

Three months ended March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 

Sales

 $65,187  $61,062  $205,642  $191,250  $80,129  $65,850 

Cost of sales and other direct production costs

  (39,735

)

  (29,320

)

  (106,883

)

  (100,799

)

  (41,743

)

  (31,222

)

Depreciation, depletion and amortization

  (12,428

)

  (12,607

)

  (34,880

)

  (39,442

)

  (12,370

)

  (10,639

)

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

  (52,163

)

  (41,927

)

  (141,763

)

  (140,241

)

  (54,113

)

  (41,861

)

Gross profit

 $13,024  $19,135  $63,879  $51,009  $26,016  $23,989 

Tons of ore milled

  213,037   219,983   632,876   627,900   206,825   211,430 

Production:

                        

Silver (ounces)

  1,876,417   2,344,315   5,789,440   6,205,659   2,232,747   1,913,232 

Gold (ounces)

  11,559   12,563   38,396   39,289   14,328   13,118 

Zinc (tons)

  12,695   14,325   41,673   40,697   13,518   14,799 

Lead (tons)

  4,026   4,851   14,352   14,080   4,782   5,021 

Payable metal quantities sold:

                        

Silver (ounces)

  1,928,858   1,569,092   5,113,799   4,930,946   2,241,172   1,460,981 

Gold (ounces)

  11,613   7,862   33,402   30,920   13,864   9,006 

Zinc (tons)

  9,282   8,445   29,232   27,582   9,533   9,792 

Lead (tons)

  3,986   2,935   11,169   10,015   4,344   2,924 

Ore grades:

                        

Silver ounces per ton

  11.65   13.65   11.94   12.84   13.46   11.71 

Gold ounces per ton

  0.09   0.09   0.09   0.10   0.10   0.10 

Zinc percent

  6.87   7.47   7.58   7.49   7.32   8.05 

Lead percent

  2.40   2.77   2.84   2.83   2.83   2.96 

Mining cost per ton

 $68.76  $69.46  $69.19  $69.64  $78.83  $68.99 

Milling cost per ton

 $31.97  $31.01  $32.73  $32.38  $35.86  $32.64 

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

 $1.92  $(0.15

)

 $(2.22

)

 $0.73 

All-In Sustaining Costs ("AISC"), After By-Product Credits, per Silver Ounce (1)

 $9.20  $4.47  $4.71  $5.60 

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

 $0.49  $(4.99

)

All-In Sustaining Cost ("AISC"), After By-product Credits, per Silver Ounce (1)

 $3.24  $0.59 

 

 

(1)

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

 

39

Table of Contents

The $6.1 million decrease in gross profit in the third quarter of 2018 compared to the same period in 2017 is due to lower prices for all four payable metals produced, partially offset by higher sales volumes. The $12.9$2.0 million increase in gross profit during the first nine monthsquarter of 20182019 compared to the same 20172018 period was primarily athe result of higher metals sales volumes due to the timing of concentrate shipments, and higher gold, zinc and lead prices, partially offset by lower average prices for silver, prices.gold, zinc and lead.

 

47

Table

Mining and milling costs per ton increased by 14% and 10%, respectively, in the first quarter of Contents

2019 compared to the same period in 2018, primarily as a result of lower mill throughput.

 

The chart below illustrates the factors contributing to the variances in Cash Cost, After By-product Credits, Perper Silver Ounce for the thirdfirst quarter and first nine months of 2018 versus2019 compared to the same periods in 2017:period of 2018:

 

The following table summarizes the components of Cash Cost, After By-product Credits, per Silver Ounce:

 

 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

  

Three Months Ended March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 

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

 $22.67  $20.75  $23.27  $22.94  $21.41  $24.49 

By-product credits

  (20.75

)

  (20.90

)

  (25.49

)

  (22.21

)

  (20.92

)

  (29.48

)

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

 $1.92  $(0.15

)

 $(2.22

)

 $0.73  $0.49  $(4.99

)

 

40

Table of Contents

 

The following table summarizes the components of AISC, After By-product Credits, per Silver Ounce:

 

 

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

  

Three Months Ended March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 

AISC, Before By-product Credits, per Silver Ounce

 $29.95  $25.37  $30.20  $27.81  $24.16  $30.07 

By-product credits

  (20.75

)

  (20.90

)

  (25.49

)

  (22.21

)

  (20.92

)

  (29.48

)

AISC, After By-product Credits, per Silver Ounce

 $9.20  $4.47  $4.71  $5.60  $3.24  $0.59 

 

The increase in Cash Cost,Costs, After By-productBy-Product Credits, per Silver Ounce for the thirdfirst quarter of 2019 compared to 2018 was due tothe result of lower by-product credits, partially offset by higher silver production. The increase in AISC, After By-Product Credits, per Silver Ounce in the third quarter of 2018 was due to lower silver production and higher capital spending. The decrease in Cash Cost, After By-product Credits, per Silver Ounce in the first nine months of 2018 was primarily the result of higher by-product credits, partially offset by lowerhigher silver production. The decrease in AISC, After By-Product Credits, per Silver Ounce in the third quarter of 2018 was due to the same factors, partially offset by higherproduction and lower capital spending.

48

Table of Contents

 

Mining and milling costs increasedper ounce decreased in the thirdfirst quarter and first nine months of 20182019 compared to 20172018 on a per-ounce basis due primarily to lowerhigher silver production resulting from reduced silver grades.production.

 

Other cash costs per ounce for the thirdfirst quarter and first nine months of 20182019 were higherlower compared to 20172018 due to the effect of higher silver production and lower silver production.expense for Alaska mine license tax.

 

Treatment costs were lower in the thirdfirst quarter and first nine months of 20182019 compared to 20172018 as a result of improved payment terms, from smelters, partially offset by lowerhigher silver production. Treatment costs were also impacted byproduction and lower silver prices, as treatment costs include the value of silver not payable to us through the smelting process. The silver not payable to us is either recovered by the smelters through further processing or ultimately not recovered and included in the smelters'smelters’ waste material.

 

By-product credits per ounce were lower in the thirdfirst quarter of 20182019 compared to the same period of 20172018 due to (i) lower gold, zinc and lead prices, and production. By-product credits per ounce were higher in the first nine months of 2018 compared to 2017 due to higher gold,(ii) lower zinc and lead prices.production, due to lower mill throughput and ore grades, and (iii) the impact of higher silver production.     

 

The difference between what we report as "production"“production” and "payable“payable metal quantities sold"sold” is attributable to the difference between the quantities of metals contained in the concentrates we produce versus the portion of those metals actually paid for by our customers according to the terms of our sales contracts. Differences can also arise from inventory changes incidental to shipping schedules, or variances in ore grades which impact the amount of metals contained in concentrates produced and sold.

 

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.

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 have not consistently received sufficient revenue from any single by-product metal to warrant classification of such as a co-product.

 

41

Table of Contents

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 and AISC, After By-product Credits, per Silver Ounce.

 

49

Table of Contents

 

The Lucky Friday Segment

 

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

 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

  

Three Months Ended March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 

Sales

 $(11

)

 $199  $8,253  $20,022  $2,182  $4,977 

Cost of sales and other direct production costs

  (1

)

     (5,041

)

  (12,109

)

  (2,012

)

  (3,479

)

Depreciation, depletion and amortization

        (803

)

  (2,433

)

  (169

)

  (621

)

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

  (1

)

     (5,844

)

  (14,542

)

  (2,181

)

  (4,100

)

Gross profit (loss)

 $(12

)

 $199  $2,409  $5,480 

Gross profit

 $1  $877 

Tons of ore milled

  3,006   7,302   16,012   64,371   13,803   9,559 

Production:

                        

Silver (ounces)

  31,639   88,298   156,015   769,080   173,627   99,780 

Lead (tons)

  212   518   1,035   4,346   1,002   606 

Zinc (tons)

  100   172   639   2,303   426   412 

Payable metal quantities sold:

                        

Silver (ounces)

        232,867   641,004   86,845   155,743 

Lead (tons)

        1,430   3,596   504   944 

Zinc (tons)

        840   1,688      312 

Ore grades:

                        

Silver ounces per ton

  11.41   12.87   11.06   12.45   13.33   11.10 

Lead percent

  8.06   7.68   7.21   7.12   7.97   6.92 

Zinc percent

  3.64   3.21   4.28   3.90   3.54   4.79 

Mining cost per ton

 $  $150.89  $87.79  $112.60  $131.25  $114.76 

Milling cost per ton

 $  $13.15  $14.26  $22.93  $36.45  $21.67 

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

 $  $11.60  $  $6.58 

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

 $  $13.37  $  $12.21 

 

 

(1)

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

 

Gross profit decreased by $0.2 million and $3.1$0.9 million in the thirdfirst quarter and first nine months of 2018, respectively,2019 compared to the same periods in 2017. The variances are primarily2018 due to lower metal sales volumes, due to the low leveltiming of metalconcentrate shipments, and lower average prices for silver, lead and zinc. During the first quarters of 2019 and 2018, limited production in the third quarter of 2018was performed by salaried staff as a result of the ongoing strike by unionized employees starting in mid-March 2017, discussed further below, and the lack of concentrate shipments during the quarter. Silver production was also impactedbelow.

Mining cost per ton increased by lower ore grades14% in the thirdfirst quarter and first nine months of 2018. Gross profit for2019 compared to the same period in 2018 due primarily to higher costs. Milling cost per ton in the first nine monthsquarter of 2019 decreased by 26%, compared to the first quarter of 2018 was also impacted by lower silver prices, partially offset bydue to higher lead and zinc prices.

throughput. Mining and milling cost per ton were lower by 22% and 38%, respectively, infor the first nine monthsquarters of 2019 and 2018 compared to the same period in 2017,are not indicative of future operating results under full production, as there was reduced mill throughput during those periods. In addition, costs not directly related to mining and processing ore have been classified as suspension costs during the strike period, and excluded from the calculations of mining and milling cost per ton.     Mining and milling cost per ton during the strike period are not indicative of future operating results under full production.

 

5042

Table of Contents

The chart below illustrates the factors contributing to the variances in Cash Cost, After By-product Credits, Per Silver Ounce for the third quarter and first nine months of 2017. Cash Cost, After By-product Credits, per Silver Ounce and AISC, After By-product Credits, per Silver Ounce, are not presented for the third quarter and first nine months of 2018, as production was limited due to the strike and results are not comparable to those from the third quarter and first nine months of 2017, and are not indicative of future operating results under full production.

The following table summarizes the components of Cash Cost, After By-product Credits, per Silver Ounce:

  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2017

 

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

 $27.44  $23.42 

By-product credits

  (15.84

)

  (16.84

)

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

 $11.60  $6.58 

The following table summarizes the components of AISC, After By-product Credits, per Silver Ounce:

  

Three Months Ended

  

Nine Months Ended

 
  

September 30, 2017

 

AISC, Before By-product Credits, per Silver Ounce

 $29.21  $29.05 

By-product credits

  (15.84

)

  (16.84

)

AISC, After By-product Credits, per Silver Ounce

 $13.37  $12.21 

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 paid for by our customers according to the terms of our sales contracts.

51

Table of Contents

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 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 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 and AISC, After By-product Credits, per Silver Ounce.

 

Many of the employees at our Lucky Friday unit are represented by a union, and the most recent collective bargaining agreement with the union expired on April 30, 2016. On February 19, 2017, the unionized employees voted against our contract offer, and on March 13, 2017 went on strike, and have been on strike since that time. Production at Lucky Friday was suspended from the start of the strike, until limited production by salaried personnel commenced in July 2017. Salaried personnel have continued to perform limited production and capital improvements. Suspension costs during the strike totaled $13.5$1.9 million and $11.5$4.1 million in the first nine monthsquarters of 20182019 and 2017,2018, respectively, which are combined with non-cash depreciation expense of $3.7$0.9 million and $2.9 million, respectively, for each of those periods, in a separate line item on our consolidated statements of operations. These suspension costs are excluded from the calculation of gross profit, Cash Cost, After By-product Credits, per Silver Ounce and AISC, After By-product Credits, per Silver Ounce, when presented. We cannot predict how long the strike will last or whether an agreement will be reached. As a result of the strike or other related events, operations at Lucky Friday could continue to be disrupted, which could adversely affect our financial condition and results of operations. If the strike continues for a further extended period or it is determined an eventual resolution is unlikely, it may be appropriate in the future to review the carrying value of properties, plants, equipment and mineral interests at Lucky Friday. Under such review, if estimated undiscounted cash flows from Lucky Friday were less than its carrying value, an impairment loss would be recognized for the difference between the carrying value and the estimated fair value. The carrying value of properties, plants, equipment and mineral interests at Lucky Friday as of September 30, 2018March 31, 2019 was approximately $428.8$435.9 million. However, Lucky Friday has significant identified reserves and mineralized material and a current estimated mine life of approximately 2217 years.

 

On April 30, 2018, we settled with the National Labor Relations Board ("NLRB") an unfair labor practice claim made by the union. As part of the settlement, Hecla Limited rescinded its last, best and final contract offer implemented in March 2017. On May 4, 2018, we gave notice to the union that the parties to the labor dispute are at impasse, and implemented portions of our revised final offer presented in December 2017.

 

See Note 54 of Notes to Condensed Consolidated Financial Statements (Unaudited) for contingencies related to various accidents and other events occurring at the Lucky Friday mine in prior periods.

 

5243

Table of Contents

 

The Casa Berardi Segment

 

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

 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

  

Three Months Ended March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 

Sales

 $52,850  $53,989  $164,501  $139,524  $40,062  $55,548 

Cost of sales and other direct production costs

  (31,213

)

  (32,999

)

  (97,271

)

  (95,288

)

  (32,926

)

  (33,077

)

Depreciation, depletion and amortization

  (20,054

)

  (16,270

)

  (54,879

)

  (43,075

)

  (16,155

)

  (16,110

)

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

  (51,267

)

  (49,269

)

  (152,150

)

  (138,363

)

  (49,081

)

  (49,187

)

Gross profit (loss)

 $1,583  $4,720  $12,351  $1,161 

Gross (loss) profit

 $(9,019

)

 $6,361 

Tons of ore milled

  353,840   326,145   1,052,326   949,946   329,751   348,549 

Production:

                        

Gold (ounces)

  43,981   44,141   126,880   113,209   31,799   40,177 

Silver (ounces)

  9,559   9,659   30,748   26,681   8,240   8,891 

Payable metal quantities sold:

                        

Gold (ounces)

  43,682   42,053   128,327   111,046   30,613   41,645 

Silver (ounces)

  9,026   8,725   31,530   26,952   8,462   8,835 

Ore grades:

                        

Gold ounces per ton

  0.140   0.153   0.138   0.137   0.12   0.135 

Silver ounces per ton

  0.03   0.03   0.03   0.03   0.03   0.03 

Mining cost per ton

 $65.97  $82.95  $72.15  $81.95  $86.14  $76.95 

Milling cost per ton

 $15.05  $16.19  $15.91  $16.28  $15.77  $15.96 

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

 $686  $750  $760  $858  $1,113  $827 

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

 $896  $1,091  $1,004  $1,226  $1,338  $1,086 

 

 

(1)

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

 

Gross profit decreased by $3.1 million and increased by $11.2$15.4 million for the thirdfirst quarter and first nine months of 2018, respectively,2019 compared to the same periodsperiod in 2017. The decrease for the third quarter was2018 primarily due to lower gold production due tovolume, resulting from reduced goldmill throughput, recoveries and ore grades, and lower gold prices. The increaselower mill throughput and recoveries were a result of planned adjustments to a number of mill components, to accommodate a higher throughput, and the requirement for a new carbon in gross profitleach drive train, which is being installed in May 2019. The reduced production in the first quarter of 2019 is expected to be made-up over the remainder of the year.

Mining cost per ton for the first nine monthsquarter of 2019 was higher than the first quarter of 2018 compared to 2017 was primarilyby 12% due to higher gold production, due to increased mill throughput, and higher gold prices.

Mining costslower ore production. Milling cost per ton were lower by 20% and 12% and milling unit costs decreased by 7% and 2% infor the thirdfirst quarter andof 2019 was within 1% of its level for the first nine monthsquarter of 2018, respectively, compared to the same periods in 2017, due primarily to higher ore production.2018.

 

5344

Table of Contents

 

The chart below illustrates the factors contributing to Cash Cost, After By-product Credits, Perper Gold Ounce for the thirdfirst quarter and first nine months of 2018 and 2017:2019 compared to the same period of 2018:

 

 

The following table summarizes the components of Cash Cost, After By-product Credits, per Gold Ounce:

 

 

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

  

Three Months Ended March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 

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

 $689  $754  $764  $862  $1,117  $831 

By-product credits

  (3

)

  (4

)

  (4

)

  (4

)

  (4

)

  (4

)

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

 $686  $750  $760  $858  $1,113  $827 

 

 

The following table summarizes the components of AISC, After By-product Credits, per Gold Ounce:

 

 

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

  

Three Months Ended March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 

AISC, Before By-product Credits, per Gold Ounce

 $899  $1,095  $1,008  $1,230  $1,342  $1,090 

By-product credits

  (3

)

  (4

)

  (4

)

  (4

)

  (4

)

  (4

)

AISC, After By-product Credits, per Gold Ounce

 $896  $1,091  $1,004  $1,226  $1,338  $1,086 

 

 

The decreaseincrease in Cash Cost, After By-product Credits, per Gold Ounce for the thirdfirst quarter and first nine months of 20182019 compared to the same periodsfirst quarter of 20172018 was primarily due tothe result of lower stripping costs, with the nine-month period also impacted by higher gold production. The same factors, along with lower capital and exploration spending, resultedincrease in AISC, After By-product Credits, per Gold Ounce that was alsodue to lower in the third quartergold production and first nine months of 2018 compared to the same periods of 2017.higher exploration spending, partially offset by lower capital spending.

 

The difference between what we report as "production" and "payable metal quantities sold" is mainly attributable to inventory changes incidental to the timing of sales of refined metals and shipping schedules.

 

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 value of silver offsets operating costs within our calculations of Cash Cost, After By-product Credits, per Gold Ounce and AISC, After By-product Credits, per Gold Ounce.

 

5445

Table of Contents

 

The San Sebastian Segment

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

 

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

  

Three Months Ended March 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

 

Sales

 $14,129  $25,589  $40,727  $66,866  $12,600  $13,334 

Cost of sales and other direct production costs

  (12,530

)

  (6,039

)

  (27,591

)

  (16,341

)

  (10,591

)

  (5,091

)

Depreciation, depletion and amortization

  (1,795

)

  (641

)

  (3,586

)

  (2,036

)

  (1,760

)

  (684

)

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

  (14,325

)

  (6,680

)

  (31,177

)

  (18,377

)

  (12,351

)

  (5,775

)

Gross profit

 $(196

)

 $18,909  $9,550  $48,489  $249  $7,559 

Tons of ore milled

  39,739   36,482   111,916   111,623   44,475   34,397 

Production:

                        

Silver (ounces)

  521,931   880,885   1,593,770   2,498,638   441,079   512,192 

Gold (ounces)

  3,666   6,342   12,051   19,222   3,530   4,513 

Payable metal quantities sold:

                        

Silver (ounces)

  606,550   963,000   1,571,455   2,499,750   496,550   465,905 

Gold (ounces)

  4,240   7,465   12,288   19,955   3,730   4,188 

Ore grades:

                        

Silver ounces per ton

  14.16   25.48   15.36   23.71   10.94   16.10 

Gold ounces per ton

  0.11   0.18   0.12   0.18   0.095   0.142 

Mining cost per ton

 $171.87  $35.69  $157.21  $38.70  $125.59  $115.12 

Milling cost per ton

 $65.98  $69.42  $66.16  $66.64  $62.21  $67.13 

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

 $12.02  $(3.12

)

 $8.28  $(3.23

)

 $11.23  $2.81 

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

 $16.95  $(0.83

)

 $13.34  $(0.14

)

 $16.55  $8.37 

 

 

(1)

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

 

The $19.1$7.3 million and $38.9 million decreasesdecrease in gross profit forin the thirdfirst quarter and first nine months of 2018, respectively,2019 compared to the same periodsperiod of 2017 were2018 is primarily due to lower silver and gold production, due to lower ore grades, higher mining costs and lower silver prices. The third quarter was also impacted by lower gold prices and recoveries compared the third quarter of 2017. The lower grades and higher costs, are theas a result of transitioning from open pit to underground mining.mining, and lower average silver and gold prices. The ore processed in the thirdfirst quarter and first nine months of 20172018 came from higher grade deposits mined from shallow open pits. Production from the existing open pits was substantially completedended in December 2017; however, during the first halfquarter of 2018, a portion of the mill throughput primarily came from the ore stockpiled from the open pits and smaller-scale, open pit production.pits. In AprilJanuary 2017, we started development of a new underground portal and work to rehabilitate historic underground infrastructure which allowsshould allow us to mine deeper portions of the deposits at San Sebastian. Limited ore production from underground began in January 2018 and continued to increase during the year.first quarter. The underground ore production is expected to havehas lower grades and involve higher mining costs than the open pit.pits.

Mining cost per ton for the first quarter of 2019 was higher than the first quarter of 2018 by 9% due to the transition to underground production, partially offset by higher ore tonnage. Milling cost per ton decreased by 7% in the first quarter of 2019 compared to the first quarter of 2018 due to the higher ore tonnage.

 

5546

Table of Contents

Mining cost per ton were higher by 382% and by 306% for the third quarter and first nine months of 2018, respectively, compared to the same periods of 2017, while there were minor variances for milling costs compared to the prior year periods. The large increase in mining cost per ton was due to the transition of production from shallow open pits to underground.

 

The chart below illustrates the factors contributing to Cash Cost, After By-product Credits, Per Silver Ounce for the thirdfirst quarter and first nine months of 2018 and 2017:2019 compared to the same period of 2018:

 

 

The following table summarizes the components of Cash Cost, After By-product Credits, per Silver Ounce:

 

  

Three Months Ended
September 30,

  

Nine Months Ended
September 30,

 
  

2018

  

2017

  

2018

  

2017

 

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

 $20.55  $6.07  $18.01  $6.39 

By-product credits

  (8.53

)

  (9.19

)

  (9.73

)

  (9.62

)

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

 $12.02  $(3.12

)

 $8.28  $(3.23

)

  

Three Months Ended March 31,

 
  

2019

  

2018

 

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

 $21.67  $14.52 

By-product credits

  (10.44

)

  (11.71

)

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

 $11.23  $2.81 

 

The following table summarizes the components of AISC, After By-product Credits, per Silver Ounce:

 

  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
  

2018

  

2017

  

2018

  

2017

 

AISC, Before By-product Credits, per Silver Ounce

 $25.48  $8.36  $23.07  $9.48 

By-product credits

  (8.53

)

  (9.19

)

  (9.73

)

  (9.62

)

AISC, After By-product Credits, per Silver Ounce

 $16.95  $(0.83

)

 $13.34  $(0.14

)

  

Three Months Ended March 31,

 
  

2019

  

2018

 

AISC, Before By-product Credits, per Silver Ounce

 $26.99  $20.08 

By-product credits

  (10.44

)

  (11.71

)

AISC, After By-product Credits, per Silver Ounce

 $16.55  $8.37 

 

The increase in Cash Cost, After By-product Credits, per Silver Ounce in the thirdfirst quarter and first nine months of 20182019 compared to the same periodsperiod of 20172018 was primarily the result of lower silver production and higher mining costs, due to the transition from open pit to underground mining.mining, and lower by-product credits per ounce due to lower gold production and prices. The same factors along with higher exploration and capital spending, partially offset by lower exploration costs, resulted in the increasesincrease in AISC, After By-product Credits, per Silver Ounce forin the thirdfirst quarter and first nine months of 20182019 compared to 2017.

56

Tablethe same period of Contents
2018.

 

The difference between what we report as "production" and "payable metal quantities sold" is mainly attributable to inventory changes incidental to the timing of sales of refined metals and shipping schedules.

 

We periodically review our revenues to ensure that reporting of primary products and by-products is appropriate. We believe the identification of gold as a by-product credit is appropriate at San Sebastian because of its anticipated lower economic value compared to silver over the life of the mine. In addition, we will not receive sufficient revenue from gold at San Sebastian to warrant classification of such as a co-product. Because we consider gold to be a by-product of our silver production at San Sebastian, the value of gold offsets operating costs within our calculations of Cash Cost, After By-product Credits, per Silver Ounce and AISC, After By-product Credits, per Silver Ounce.

 

47

Table of Contents

The Nevada Operations Segment

 

On July 20, 2018, we completed the acquisition of all of the issued and outstanding common shares of Klondex for total consideration of $414.2$413.9 million. See Note 1413 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information. The acquisition gives us 100% ownership of the Fire Creek, Midas and Hollister mines, where gold is the primary metal produced, the Aurora mill, and interests in various gold exploration properties, all located in northern Nevada. The tabular information below reflects our ownership of the Nevada Operations commencing on July 20, 2018.

 

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

 

Three and Nine Months Ended
September 30,

 
  

2018

 

Sales

 $11,494 

Cost of sales and other direct production costs

  (10,132

)

Depreciation, depletion and amortization

  (9,187

)

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

  (19,319

)

Gross profit (loss)

 $(7,825

)

Tons of ore milled

  55,899 

Production:

    

Gold (ounces)

  13,789 

Silver (ounces)

  84,145 

Payable metal quantities sold:

    

Gold (ounces)

  9,033 

Silver (ounces)

  44,044 

Ore grades:

    

Gold ounces per ton

  0.288 

Silver ounces per ton

  2.05 

Mining cost per ton

 $186.12 

Milling cost per ton

 $70.39 

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

 $1,179 

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

 $1,932 

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

 

Three Months Ended
March 31,

 
  

2019

 

Sales

 $17,644 

Cost of sales and other direct production costs

  (23,114

)

Depreciation, depletion and amortization

  (8,333

)

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

  (31,447

)

Gross profit (loss)

 $(13,803

)

Tons of ore milled

  41,365 

Production:

    

Gold (ounces)

  10,364 

Silver (ounces)

  67,438 

Payable metal quantities sold:

    

Gold (ounces)

  12,729 

Silver (ounces)

  65,054 

Ore grades:

    

Gold ounces per ton

  0.300 

Silver ounces per ton

  2.49 

Mining cost per ton

 $212.56 

Milling cost per ton

 $112.35 

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

 $1,782 

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

 $3,056 

 

 

(1)

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

 

57

Table

Cost of Contents

Costsales and other direct production costs and depreciation, depletion and amortization exceeded sales by $13.8 million in the first quarter of 2019.  Sales were impacted by ore grades that were lower than expected, and cost of sales and other direct production costs for the period from July 20 to September 30, 2018first quarter of 2019 includes write-downs totaling $9.7 million of the values of stockpile, in-process and finished goods inventory to their net realizable value, totaling $7.2 million.value.

48

Table of Contents

 

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 2018:2019:

 

 

The following table summarizes the components of Cash Cost, After By-product Credits, per Gold Ounce:

 

 

Three Months Ended
March 31,

 
 

Three and Nine Months Ended
September 30, 2018

  

2019

 

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

 $1,268  $1,884 

By-product credits

  (89

)

  (102

)

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

 $1,179  $1,782 

 

 

The following table summarizes the components of AISC, After By-product Credits, per Gold Ounce:

 

 

Three Months Ended
March 31,

 
 

Three and Nine Months Ended
September 30, 2018

  

2019

 

AISC, Before By-product Credits, per Gold Ounce

 $2,021  $3,158 

By-product credits

  (89

)

  (102

)

AISC, After By-product Credits, per Gold Ounce

 $1,932  $3,056 

 

We believe the identification of silver as a by-product credit is appropriate at Nevada Operations 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 Nevada Operations to warrant classification of such as a co-product. Because we consider silver to be a by-product of our gold production at Nevada Operations, the value of silver offsets operating costs within our calculations of Cash Cost, After By-product Credits, per Gold Ounce and AISC, After By-product Credits, per Gold Ounce.

 

Transition and improvement activities since our acquisition of the Nevada Operations have included an increase in underground development and rehabilitation at the Fire Creek mine, progress on construction of a new tailings dam, and work to installinstallation of a carbon-in-leach circuit in order to improve recoveries at the Midas mill, where ore from each of the mines is processed. In addition,processed, and start of development of a new drift to the Hatter Graben area at Hollister. However, because total production and capital costs exceeded sales, we decided to curtail production at the Midas mine, and are utilizing somecurrently undertaking a review of the equipmentNevada operations.  The review will include an evaluation of:  the level of development at Fire Creek and employees from that location for productionthe other mining operations in Nevada; grade control procedures; different mining methods and plans; alternative methods of processing Fire Creek ore by third-parties; and the rate of development of the Hatter Graben project.  This review may result in, among other possible outcomes, the following changes at the Fire Creek mine:  a reduction in capital spending; ceasing current production and Hollister mines.only developing to spirals 9,10 and 11; or a temporary cessation of all mine operations at Fire Creek.  We anticipate this review to be completed in the second quarter of 2019.  See Note 13 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information.

 

5849

Table of Contents

 

Corporate Matters

 

Employee Benefit Plans

 

Our defined benefit pension plans provide a significant benefit to our employees, but also represent a significant liability to us. The liability recorded for the funded status of our plans was $44.6$50.4 million and $47.1$48.3 million as of September 30, 2018March 31, 2019 and December 31, 2017,2018, respectively. In April 2018 and July 2018, we madeWe expect to contribute a total of approximately $2.2 million in cash contributions of  $1.3 million and $1.2 million, respectively, to our defined benefit plans. In September 2018 we contributed $5.5 million inor shares of our common stock. We are not required to make additional contributionsstock to our defined benefit plans in 2018.2019. While the economic variables which will determine future funding requirements are uncertain, we expect contributions to continue to be required in future years under current plan provisions, and we periodically examine the plans for affordability and competitiveness. See Note 87 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information.

 

Income Taxes

 

On July 20, 2018, we acquired all of the issued and outstanding common shares of Klondex in a taxable stock acquisition. Klondex was a Canadian holding company which was amalgamated into our Canadian acquisition entity to form Klondex Mines Unlimited Liability Company (“KMULC”), a Canadian unlimited liability company. KMULC is the Canadian parent of a U.S. consolidated group located in Nevada. We filed an election to treat KMULC as a corporation. As a result of the Canadian parent U.S. corporate status, the Nevada U.S. consolidated groupGroup did not join the existing U.S. consolidated tax group for Hecla Mining Company and subsidiaries (“Legacy Hecla”Hecla U.S.”). A net deferred tax liability of $50.1$60.2 million was recorded for the fair market value of assets acquired in excess of carryover tax basis. See Note 1413 of Notes to Condensed Consolidated Financial Statements (Unaudited) for additional information regarding the acquisition.

 

Each reporting period we assess our deferred tax balance based on a review of long-range forecasts and quarterly activity.  We recognized a full valuation allowance on our Legacy Hecla U.S. net deferred tax assets at the end of 2017 based on results of tax law changes and maintain a full valuation allowance on Legacy Hecla U.S. net deferred tax assets at September 30, 2018. .March 31, 2019.

 

OnOur net U.S. deferred tax liability for the Nevada U.S. Group at March 31, 2019 was $51.6 million compared to the $63.2 million net deferred tax liability at December 22, 2017,31, 2018. The $11.6 million decrease includes $9.1 million related to an adjustment to the United States enacted tax reform legislation known as H.R. 1, commonly referredpurchase price allocation for the July 2018 acquisition of Klondex (see Note 13 of Notes to as the “Tax Cuts and Jobs Act” (the “Act”), resulting in significant modifications to prior law. Among other changes, the Act repealed corporate Alternative Minimum Tax ("AMT"Condensed Consolidated Financial Statements (Unaudited)) and reduced$2.5 million for current period activity. The deferred tax liability is primarily related to the U.S. corporate income tax rate to 21 percent. As a resultexcess of the Act, our AMT credit carryforwardcarrying value of $9.4 million became partially refundable through 2020 and fully refundable in 2021. Due to our U.Sthe mineral resource assets over the tax loss position, the AMT refund is classified as a long-term receivable.bases of those assets for U.S. tax reporting.

 

Our net Canadian deferred tax liability at September 30, 2018March 31, 2019 was $118.1$107.8 million, a decrease of $3.4$2.5 million from the $121.5$110.3 million net deferred tax liability at December 31, 2017.2018. The deferred tax liability is primarily related to the excess of the carrying value of the mineral resource assets over the tax bases of those assets for Canadian tax reporting.

 

Our Mexican net deferred tax asset at September 30, 2018March 31, 2019 was $1.9$3.1 million, an increase of $0.1$1.1 million from the net deferred tax asset of $1.8$2.0 million at December 31, 2017.2018. A $1.6$1.7 million partial valuation allowance remains on deferred tax assets in Mexico.

 

As a result of the Tax Cuts and Jobs Act enacted in December 2017, our Alternative Minimum Tax ("AMT") credit carryforward of $10.0 million became partially refundable through 2020 and fully refundable in 2021. In December 2018, the U.S. government determined refunds of AMT credit carried forward will not be subject to sequestration; therefore, the valuation allowance was removed for $0.6 million. AMT credit carry forward of $5.0 million is classified as a current receivable and $5.0 million is classified as a long-term receivable.

5950

Table of Contents

 

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

 

The tables below present reconciliations between the most comparable GAAP measure of cost of sales and other direct production costs and depreciation, depletion and amortization to the non-GAAP measures of (i) Cash Cost, Before By-product Credits, (ii) Cash Cost, After By-product Credits, (iii) AISC, Before By-product Credits and (iv) AISC, After By-product Credits for our operations at the Greens Creek, Lucky Friday, San Sebastian, Casa Berardi and Nevada Operations units and for the Company for the three- and nine-monththree-month periods ended September 30, 2018March 31, 2019 and 2017.2018.

 

Cash Cost, After By-product Credits, per Ounce and AISC, After By-product Credits, per Ounce are measures developed by precious metals companies (including the Silver Institute and the World Gold Council) in an effort to provide a uniform standard for comparison purposes. There can be no assurance, however, that these non-GAAP measures as we report them are the same as those reported by other mining companies.

 

Cash Cost, After By-product Credits, per Ounce is an important operating statistic that we utilize to measure each mine's operating performance. We have recently started reportinguse AISC, After By-product Credits, per Ounce which we use as a measure of our mines' net cash flow after costs for exploration, pre-development, reclamation, and sustaining capital. This is similar to the Cash Cost, After By-product Credits, per Ounce non-GAAP measure we report, but also includes on-site exploration, reclamation, and sustaining capital costs. Current GAAP measures used in the mining industry, such as cost of goods sold, do not capture all the expenditures incurred to discover, develop and sustain silver and gold production. Cash Cost, After By-product Credits, per Ounce and AISC, After By-product Credits, per Ounce also allow us to benchmark the performance of each of our mines versus those of our competitors. As a silver and gold mining company, we also use these statistics on an aggregate basis - aggregating the Greens Creek, Lucky Friday and San Sebastian mines - to compare our performance with that of other silver mining companies, and aggregating Casa Berardi and Nevada Operations for comparison to other gold mining companies. Similarly, these statistics are useful in identifying acquisition and investment opportunities as they provide a common tool for measuring the financial performance of other mines with varying geologic, metallurgical and operating characteristics.

 

Cash Cost, Before By-product Credits and AISC, 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. AISC, Before By-product Credits for each mine also includes on-site exploration, reclamation, and sustaining capital costs. AISC, Before By-product Credits for our consolidated silver properties also includes corporate costs for general and administrative expense, exploration and sustaining capital projects. By-product credits include revenues earned from all metals other than the primary metal produced at each unit. As depicted in the tables below, by-product credits comprise an essential element of our silver unit cost structure, distinguishing our silver operations due to the polymetallic nature of their orebodies.

 

In addition to the uses described above, Cash Cost, After By-product Credits, per Ounce and AISC, After By-product Credits, per Ounce provide management and investors an indication of operating cash flow, after consideration of the average price, received from production. We also use these measurements for the comparative monitoring of performance of our mining operations period-to-period from a cash flow perspective.

 

The Casa Berardi, Nevada Operations and combined gold properties information below reports Cash Cost, After By-product Credits, per Gold Ounce and AISC, After By-product Credits, per Gold Ounce for the production of gold, their primary product, and by-product revenues earned from silver, which is a by-product at Casa Berardi and Nevada Operations. 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 and AISC, After By-product Credits, per Ounce. Thus, the gold produced at our Casa Berardi and Nevada Operations units is not included as a by-product credit when calculating Cash Cost, After By-product Credits, per Silver Ounce and AISC, After By-product Credits, per Silver Ounce for the total of Greens Creek, Lucky Friday and San Sebastian, our combined silver properties. Similarly, the silver produced at our other three units is not included as a by-product credit when calculating the gold metrics for Casa Berardi and Nevada Operations.

 

6051

Table of Contents

 

In thousands (except per ounce amounts)

 

Three Months Ended September 30, 2018

  

Three Months Ended March 31, 2019

 
 

Greens Creek

  

Lucky Friday(2)

  

San Sebastian

  

Corporate(3)

  

Total Silver

  

Greens Creek

  

Lucky Friday(2)

  

San Sebastian

  

Corporate(3)

  

Total Silver

 

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

 $52,163   (1) $14,325      $66,487  $54,113  $2,181  $12,351      $68,645 

Depreciation, depletion and amortization

  (12,428

)

     (1,795

)

      (14,223

)

  (12,370

)

  (169

)

  (1,760

)

      (14,299

)

Treatment costs

  8,267   134   205       8,606   10,352   810   131       11,293 

Change in product inventory

  (4,480

)

     (1,549

)

      (6,029

)

  (3,865

)

  1,483   (853

)

      (3,235

)

Reclamation and other costs

  (965

)

  103   (458

)

      (1,320

)

  (415

)

     (312

)

      (727

)

Exclusion of Lucky Friday costs

     (236

)

         (236

)

     (4,305

)

         (4,305

)

Cash Cost, Before By-product Credits (1)

  42,557      10,728       53,285   47,815      9,557       57,372 

Reclamation and other costs

  849      105       954   737      123       860 

Exploration

  1,771      1,982   473   4,226   81      1,717   441   2,239 

Sustaining capital

  11,029      486   704   12,219   5,312      506   61   5,879 

General and administrative

              10,327   10,327               9,959   9,959 

AISC, Before By-product Credits (1)

  56,206      13,301       81,011   53,945      11,903       76,309 

By-product credits:

                                        

Zinc

  (20,674

)

             (20,674

)

  (23,285

)

            (23,285

)

Gold

  (12,229

)

     (4,450

)

      (16,679

)

  (16,518

)

     (4,602

)

      (21,120

)

Lead

  (6,041

)

             (6,041

)

  (6,917

)

            (6,917

)

Total By-product credits

  (38,944

)

     (4,450

)

      (43,394

)

  (46,720

)

     (4,602

)

      (51,322

)

Cash Cost, After By-product Credits

 $3,613  $  $6,278      $9,891  $1,095  $  $4,955      $6,050 

AISC, After By-product Credits

 $17,262  $  $8,851      $37,617  $7,225  $  $7,301      $24,987 

Divided by silver ounces produced

  1,876      522       2,398 

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

 $22.67  $  $20.55      $22.22 

Divided by ounces produced

  2,233      441       2,674 

Cash Cost, Before By-product Credits, per Ounce

 $21.41  $  $21.67      $21.45 

By-product credits per ounce

  (20.75

)

     (8.53

)

      (18.10

)

  (20.92

)

     (10.44

)

      (19.19

)

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

 $1.92  $  $12.02      $4.12 

AISC, Before By-product Credits, per Silver Ounce

 $29.95  $  $25.48      $33.78 

Cash Cost, After By-product Credits, per Ounce

 $0.49  $  $11.23      $2.26 

AISC, Before By-product Credits, per Ounce

 $24.16  $  $26.99      $28.53 

By-product credits per ounce

  (20.75

)

     (8.53

)

      (18.10

)

  (20.92

)

     (10.44

)

      (19.19

)

AISC, After By-product Credits, per Silver Ounce

 $9.20  $  $16.95      $15.68 

AISC, After By-product Credits, per Ounce

 $3.24  $  $16.55      $9.34 

 

6152

Table of Contents

 

In thousands (except per ounce amounts)

 

Three Months Ended September 30, 2018

  

Three Months Ended March 31, 2019

 
 

Casa Berardi

  

Nevada

Operations (4)

  

Total Gold

  

Casa Berardi

  

Nevada Operations (4)

  

Total Gold

 

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

 $51,267  $19,319  $70,586  $49,081  $31,447  $80,528 

Depreciation, depletion and amortization

  (20,054

)

  (9,187

)

  (29,241

)

  (16,155

)

  (8,333

)

  (24,488

)

Treatment costs

  535   42   577   442   38   480 

Change in product inventory

  (1,303

)

  7,311   6,008   2,268   (3,246

)

  (978

)

Reclamation and other costs

  (140

)

     (140

)

  (129

)

  (379

)

  (508

)

Cash Cost, Before By-product Credits (1)

  30,305   17,485   47,790   35,507   19,527   55,034 

Reclamation and other costs

  138      138   129   378   507 

Exploration

  854   3,322   4,176   1,346   118   1,464 

Sustaining capital

  8,244   7,061   15,305   5,692   12,707   18,399 

General and administrative

                    

AISC, Before By-product Credits (1)

  39,541   27,868   67,409   42,674   32,730   75,404 

By-product credits:

                        

Zinc

           

Gold

           

Lead

           

Silver

  (142

)

  (1,232

)

  (1,374

)

  (126

)

  (1,057

)

  (1,183

)

Total By-product credits

  (142

)

  (1,232

)

  (1,374

)

  (126

)

  (1,057

)

  (1,183

)

Cash Cost, After By-product Credits

 $30,163  $16,253  $46,416  $35,381  $18,470  $53,851 

AISC, After By-product Credits

 $39,399  $26,636  $66,035  $42,548  $31,673  $74,221 

Divided by gold ounces produced

  44   14   58 

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

 $689  $1,268  $827 

Divided by ounces produced

  32   10   42 

Cash Cost, Before By-product Credits, per Ounce

 $1,116.59  $1,884.17  $1,305.27 

By-product credits per ounce

  (3

)

  (89

)

  (24

)

  (3.96

)

  (101.99

)

  (28.06

)

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

 $686  $1,179  $803 

AISC, Before By-product Credits, per Gold Ounce

 $899  $2,021  $1,167 

Cash Cost, After By-product Credits, per Ounce

 $1,112.63  $1,782.18  $1,277.21 

AISC, Before By-product Credits, per Ounce

 $1,341.95  $3,158.05  $1,788.37 

By-product credits per ounce

  (3

)

  (89

)

  (24

)

  (3.96

)

  (101.99

)

  (28.06

)

AISC, After By-product Credits, per Gold Ounce

 $896  $1,932  $1,143 

AISC, After By-product Credits, per Ounce

 $1,337.99  $3,056.06  $1,760.31 

 

6253

Table of Contents

 

In thousands (except per ounce amounts)

 

Three Months Ended September 30, 2018

  

Three Months Ended March 31, 2019

 
 

Total Silver

  

Total Gold

  

Total

  

Total Silver

  

Total Gold

  

Total

 

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

 $66,487   70,586  $137,073  $68,645  $80,528  $149,173 

Depreciation, depletion and amortization

  (14,223

)

  (29,241

)

  (43,464

)

  (14,299

)

  (24,488

)

  (38,787

)

Treatment costs

  8,606   577   9,183   11,293   480   11,773 

Change in product inventory

  (6,029

)

  6,008   (21

)

  (3,235

)

  (978

)

  (4,213

)

Reclamation and other costs

  (1,320

)

  (140

)

  (1,460

)

  (727

)

  (508

)

  (1,235

)

Exclusion of Lucky Friday costs

  (236

)

     (236

)

  (4,305

)

     (4,305

)

Cash Cost, Before By-product Credits (1)

  53,285   47,790   101,075   57,372   55,034   112,406 

Reclamation and other costs

  954   138   1,092   860   507   1,367 

Exploration

  4,226   4,176   8,402   2,239   1,464   3,703 

Sustaining capital

  12,219   15,305   27,524   5,879   18,399   24,278 

General and administrative

  10,327      10,327   9,959      9,959 

AISC, Before By-product Credits (1)

  81,011   67,409   148,420   76,309   75,404   151,713 

By-product credits:

                        

Zinc

  (20,674

)

     (20,674

)

  (23,285

)

     (23,285

)

Gold

  (16,679

)

     (16,679

)

  (21,120

)

     (21,120

)

Lead

  (6,041

)

     (6,041

)

  (6,917

)

     (6,917

)

Silver

      (1,374

)

  (1,374

)

      (1,183

)

  (1,183

)

Total By-product credits

  (43,394

)

  (1,374

)

  (44,768

)

  (51,322

)

  (1,183

)

  (52,505

)

Cash Cost, After By-product Credits

 $9,891  $46,416  $56,307  $6,050  $53,851  $59,901 

AISC, After By-product Credits

 $37,617  $66,035  $103,652  $24,987  $74,221  $99,208 

Divided by ounces produced

  2,398   58       2,674   42     

Cash Cost, Before By-product Credits, per Ounce

 $22.22  $827      $21.45  $1,305.27     

By-product credits per ounce

  (18.10

)

  (24

)

      (19.19

)

  (28.06

)

    

Cash Cost, After By-product Credits, per Ounce

 $4.12  $803      $2.26  $1,277.21     

AISC, Before By-product Credits, per Ounce

 $33.78  $1,167      $28.53  $1,788.37     

By-product credits per ounce

  (18.10

)

  (24

)

      (19.19

)

  (28.06

)

    

AISC, After By-product Credits, per Ounce

 $15.68  $1,143      $9.34  $1,760.31     

 

6354

Table of Contents

 

In thousands (except per ounce amounts)

 

Three Months Ended September 30, 2017

 
  

Greens Creek

  

Lucky Friday(2)

  

San Sebastian

  

Corporate(3)

  

Total Silver

  

Casa Berardi (Gold)

  

Total

 

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

 $41,927  $  $6,680      $48,607  $49,269  $97,876 

Depreciation, depletion and amortization

  (12,607

)

     (641

)

      (13,248

)

  (16,270

)

  (29,518

)

Treatment costs

  12,067   440   422       12,929   682   13,611 

Change in product inventory

  7,675   1,960   (627

)

      9,008   (288

)

  8,720 

Reclamation and other costs

  (394

)

  18   (494

)

      (870

)

  (124

)

  (994

)

Cash Cost, Before By-product Credits (1)

  48,668   2,418   5,340       56,426   33,269   89,695 

Reclamation and other costs

  666   38   117       821   123   944 

Exploration

  1,944   (2

)

  1,495   477   3,914   1,161   5,075 

Sustaining capital

  8,210   119   402   1,105   9,836   13,775   23,611 

General and administrative

              9,529   9,529       9,529 

AISC, Before By-product Credits (1)

  59,488   2,573   7,354       80,526   48,328   128,854 

By-product credits:

                            

Zinc

  (27,046

)

  (293)          (27,339

)

      (27,339

)

Gold

  (13,907

)

     (8,088

)

      (21,995

)

      (21,995

)

Lead

  (8,067

)

  (1,102)          (9,169

)

      (9,169

)

Silver

                      (161

)

  (161

)

Total By-product credits

  (49,020

)

  (1,395)  (8,088

)

      (58,503

)

  (161

)

  (58,664

)

Cash Cost, After By-product Credits

 $(352

)

 $1,023  $(2,748

)

     $(2,077

)

 $33,108  $31,031 

AISC, After By-product Credits

 $10,468  $1,178  $(734

)

     $22,023  $48,167  $70,190 

Divided by ounces produced

  2,344   88   880       3,312   44     

Cash Cost, Before By-product Credits, per Ounce

 $20.75  $27.44  $6.07      $17.03  $754     

By-product credits per ounce

  (20.90

)

  (15.84

)

  (9.19

)

      (17.66

)

  (4

)

    

Cash Cost, After By-product Credits, per Ounce

 $(0.15

)

 $11.60  $(3.12

)

     $(0.63

)

 $750     

AISC, Before By-product Credits, per Ounce

 $25.37  $29.21  $8.36      $24.31  $1,095     

By-product credits per ounce

  (20.90

)

  (15.84

)

  (9.19

)

      (17.66

)

  (4

)

    

AISC, After By-product Credits, per Ounce

 $4.47  $13.37  $(0.83

)

     $6.65  $1,091     

64

Table of Contents

In thousands (except per ounce amounts)

 

Nine Months Ended September 30, 2018

 
  

Greens Creek

  

Lucky Friday(2)

  

San Sebastian

  

Corporate(3)

  

Total Silver

 

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

 $141,763  $5,844  $31,177      $178,784 

Depreciation, depletion and amortization

  (34,880

)

  (803

)

  (3,586

)

      (39,269

)

Treatment costs

  29,136   761   627       30,524 

Change in product inventory

  995   (2,182

)

  1,858       671 

Reclamation and other costs

  (2,323

)

     (1,374

)

      (3,697

)

Exclusion of Lucky Friday costs

     (3,620

)

          (3,620

)

Cash Cost, Before By-product Credits (1)

  134,691      28,702       163,393 

Reclamation and other costs

  2,548      314       2,862 

Exploration

  2,909      6,628   1,351   10,888 

Sustaining capital

  34,694      1,119   1,338   37,151 

General and administrative

              27,849   27,849 

AISC, Before By-product Credits (1)

  174,842      36,763       242,143 

By-product credits:

                    

Zinc

  (80,308

)

             (80,308

)

Gold

  (43,237

)

      (15,505

)

      (58,742

)

Lead

  (24,037

)

             (24,037

)

Total By-product credits

  (147,582

)

     (15,505

)

      (163,087

)

Cash Cost, After By-product Credits

 $(12,891

)

 $  $13,197      $306 

AISC, After By-product Credits

 $27,260  $  $21,258      $79,056 

Divided by silver ounces produced

  5,789      1,594       7,383 

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

 $23.27  $  $18.01      $22.14 

By-product credits per ounce

  (25.49

)

     (9.73

)

      (22.09

)

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

 $(2.22

)

 $  $8.28      $0.05 

AISC, Before By-product Credits, per Silver Ounce

 $30.20  $  $23.07      $32.80 

By-product credits per ounce

  (25.49

)

     (9.73

)

      (22.09

)

AISC, After By-product Credits, per Silver Ounce

 $4.71  $  $13.34      $10.71 

65

Table of Contents

In thousands (except per ounce amounts)

 

Nine Months Ended September 30, 2018

 
  

Casa Berardi

  

Nevada

Operations (4)

  

Total Gold

 

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

 $152,150  $19,319  $171,469 

Depreciation, depletion and amortization

  (54,879

)

  (9,187

)

  (64,066

)

Treatment costs

  1,628   42   1,670 

Change in product inventory

  (1,482

)

  7,311   5,829 

Reclamation and other costs

  (421

)

     (421

)

Cash Cost, Before By-product Credits (1)

  96,996   17,485   114,481 

Reclamation and other costs

  421      421 

Exploration

  3,374   3,322   6,696 

Sustaining capital

  27,120   7,061   34,181 

General and administrative

         

AISC, Before By-product Credits (1)

  127,911   27,868   155,779 

By-product credits:

            

Silver

  (491

)

  (1,232

)

  (1,723

)

Total By-product credits

  (491

)

  (1,232

)

  (1,723

)

Cash Cost, After By-product Credits

 $96,505  $16,253  $112,758 

AISC, After By-product Credits

 $127,420  $26,636  $154,056 

Divided by gold ounces produced

  127   14   141 

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

 $764  $1,268  $814 

By-product credits per ounce

  (4

)

  (89

)

  (12

)

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

 $760  $1,179  $802 

AISC, Before By-product Credits, per Gold Ounce

 $1,008  $2,021  $1,107 

By-product credits per ounce

  (4

)

  (89

)

  (12

)

AISC, After By-product Credits, per Gold Ounce

 $1,004  $1,932  $1,095 

66

Table of Contents

In thousands (except per ounce amounts)

 

Nine Months Ended September 30, 2018

 
  

Total Silver

  

Total Gold

  

Total

 

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

 $178,784   171,469  $350,253 

Depreciation, depletion and amortization

  (39,269

)

  (64,066

)

  (103,335

)

Treatment costs

  30,524   1,670   32,194 

Change in product inventory

  671   5,829   6,500 

Reclamation and other costs

  (3,697

)

  (421

)

  (4,118

)

Exclusion of Lucky Friday costs

  (3,620

)

     (3,620

)

Cash Cost, Before By-product Credits (1)

  163,393   114,481   277,874 

Reclamation and other costs

  2,862   421   3,283 

Exploration

  10,888   6,696   17,584 

Sustaining capital

  37,151   34,181   71,332 

General and administrative

  27,849      27,849 

AISC, Before By-product Credits (1)

  242,143   155,779   397,922 

By-product credits:

            

Zinc

  (80,308

)

     (80,308

)

Gold

  (58,742

)

     (58,742

)

Lead

  (24,037

)

     (24,037

)

Silver

      (1,723

)

  (1,723

)

Total By-product credits

  (163,087

)

  (1,723

)

  (164,810

)

Cash Cost, After By-product Credits

 $306  $112,758  $113,064 

AISC, After By-product Credits

 $79,056  $154,056  $233,112 

Divided by ounces produced

  7,383   141     

Cash Cost, Before By-product Credits, per Ounce

 $22.14  $814     

By-product credits per ounce

  (22.09

)

  (12

)

    

Cash Cost, After By-product Credits, per Ounce

 $0.05  $802     

AISC, Before By-product Credits, per Ounce

 $32.80  $1,107     

By-product credits per ounce

  (22.09

)

  (12

)

    

AISC, After By-product Credits, per Ounce

 $10.71  $1,095     

67

Table of Contents

In thousands (except per ounce amounts)

 

Nine Months Ended September 30, 2017

 
  

Greens Creek

  

Lucky Friday(2)

  

San Sebastian

  

Corporate(3)

  

Total

Silver

  

Casa Berardi (Gold)

  

Total

 

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

 $140,241  $14,542  $18,377      $173,160  $138,363  $311,523 

Depreciation, depletion and amortization

  (39,442

)

  (2,433

)

  (2,036

)

      (43,911

)

  (43,075

)

  (86,986

)

Treatment costs

  37,621   4,257   906       42,784   1,774   44,558 

Change in product inventory

  5,398   1,811   (192

)

      7,017   881   7,898 

Reclamation and other costs

  (1,474

)

  (163

)

  (1,089

)

      (2,726

)

  (354

)

  (3,080

)

Cash Cost, Before By-product Credits (1)

  142,344   18,014   15,966       176,324   97,589   273,913 

Reclamation and other costs

  1,999   217   351       2,567   353   2,920 

Exploration

  3,339   (1

)

  4,984   1,307   9,629   3,029   12,658 

Sustaining capital

  24,895   4,109   2,379   2,275   33,658   38,245   71,903 

General and administrative

              29,044   29,044       29,044 

AISC, Before By-product Credits (1)

  172,577   22,339   23,680       251,222   139,216   390,438 

By-product credits:

                            

Zinc

  (72,472

)

  (4,353

)

          (76,825

)

      (76,825

)

Gold

  (42,675

)

      (24,032

)

      (66,707

)

      (66,707

)

Lead

  (22,696

)

  (8,599

)

      ��   (31,295

)

      (31,295

)

Silver

                      (450

)

  (450

)

Total By-product credits

  (137,843

)

  (12,952

)

  (24,032

)

      (174,827

)

  (450

)

  (175,277

)

Cash Cost, After By-product Credits

 $4,501  $5,062  $(8,066

)

     $1,497  $97,139  $98,636 

AISC, After By-product Credits

 $34,734  $9,387  $(352

)

     $76,395  $138,766  $215,161 

Divided by ounces produced

  6,206   769   2,498       9,473   113     

Cash Cost, Before By-product Credits, per Ounce

 $22.94  $23.42  $6.39      $18.62  $862     

By-product credits per ounce

  (22.21

)

  (16.84

)

  (9.62

)

      (18.46

)

  (4

)

    

Cash Cost, After By-product Credits, per Ounce

 $0.73  $6.58  $(3.23

)

     $0.16  $858     

AISC, Before By-product Credits, per Ounce

 $27.81  $29.05  $9.48      $26.52  $1,230     

By-product credits per ounce

  (22.21

)

  (16.84

)

  (9.62

)

      (18.46

)

  (4

)

    

AISC, After By-product Credits, per Ounce

 $5.60  $12.21  $(0.14

)

     $8.06  $1,226     

In thousands (except per ounce amounts)

 

Three Months Ended March 31, 2018

 
  

Greens Creek

  

Lucky Friday(2)

  

San Sebastian

  

Corporate(3)

  

Total Silver

  

Casa Berardi (Gold)

  

Total

 

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

 $41,861  $4,100  $5,775      $51,736  $49,187  $100,923 

Depreciation, depletion and amortization

  (10,639

)

  (621

)

  (684

)

      (11,944

)

  (16,110

)

  (28,054

)

Treatment costs

  11,388   572   204       12,164   535   12,699 

Change in product inventory

  5,154   (1,022

)

  2,638       6,770   (101

)

  6,669 

Reclamation and other costs

  (912

)

  (45

)

  (494

)

      (1,451

)

  (142

)

  (1,593

)

Exclusion of Lucky Friday costs

     (2,984

)

         (2,984

)

     (2,984

)

Cash Cost, Before By-product Credits (1)

  46,852      7,439       54,291   33,369   87,660 

Reclamation and other costs

  849      106       955   143   1,098 

Exploration

  360      2,312   444   3,116   1,190   4,306 

Sustaining capital

  9,482      430   117   10,029   9,067   19,096 

General and administrative

              7,735   7,735       7,735 

AISC, Before By-product Credits (1)

  57,543      10,287       76,126   43,769   119,895 

By-product credits:

                            

Zinc

  (32,142

)

            (32,142

)

      (32,142

)

Gold

  (15,292

)

     (5,998

)

      (21,290

)

      (21,290

)

Lead

  (8,974

)

            (8,974

)

      (8,974

)

Silver

                      (148

)

  (148

)

Total By-product credits

  (56,408

)

     (5,998

)

      (62,406

)

  (148

)

  (62,554

)

Cash Cost, After By-product Credits

 $(9,556

)

 $  $1,441      $(8,115

)

 $33,221  $25,106 

AISC, After By-product Credits

 $1,135  $  $4,289      $13,720  $43,621  $57,341 

Divided by ounces produced

  1,913      512       2,425   40     

Cash Cost, Before By-product Credits, per Ounce

 $24.49  $  $14.52      $22.38  $830.56     

By-product credits per ounce

  (29.48

)

     (11.71

)

      (25.73

)

  (3.68

)

    

Cash Cost, After By-product Credits, per Ounce

 $(4.99

)

 $  $2.81      $(3.35

)

 $826.88     

AISC, Before By-product Credits, per Ounce

 $30.07  $  $20.08      $31.39  $1,089.40     

By-product credits per ounce

  (29.48

)

     (11.71

)

      (25.73

)

  (3.68

)

    

AISC, After By-product Credits, per Ounce

 $0.59  $  $8.37      $5.66  $1,085.72     

 

(1)

Includes all direct and indirect operating costs related 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, before by-product revenues earned from all metals other than the primary metal produced at each unit. AISC, Before By-product Credits also includes on-site exploration, reclamation, and sustaining capital costs.

 

(2)

The unionized employees at Lucky Friday have been on strike since March 13, 2017, and production at Lucky Friday has been limited since that time. For the first nine monthsquarter of 20182019 and 2017,2018, costs related to suspension of full production totaling approximately $13.5$1.9 million and $11.5$4.1 million, respectively, along with $3.7$0.9 million and $2.9 million, respectively, in non-cash depreciation expense for each of those periods, have been excluded from the calculations of cost of sales and other direct production costs and depreciation, depletion and amortization, Cash Cost, Before By-product Credits, Cash Cost, After By-product Credits, AISC, Before By-product Credits, and AISC, After By-product Credits.

 

(3)

AISC, Before By-product Credits for our consolidated silver properties includes corporate costs for general and administrative expense, exploration and sustaining capital.

 

(4)

The Nevada Operations were acquired on July 20, 2018 as a result of the acquisition of Klondex (see Note 1413 of Notes to Condensed Consolidated Financial Statement (Unaudited) for more information). Costs related to curtailment of production at the Midas mine of $1.1 million are excluded from the calculations of cost of sales and other direct production costs and depreciation, depletion and amortization, Cash Cost, Before By-product Credits, Cash Cost, After By-product Credits, AISC, Before By-product Credits, and AISC, After By-product Credits for the first quarter and first nine months of 2018.

 

6855

Table of Contents

 

Financial Liquidity and Capital Resources

 

Our liquid assets include (in millions):

 

 

September 30, 2018

  

December 31, 2017

  

March 31, 2019

  

December 31, 2018

 

Cash and cash equivalents held in U.S. dollars

 $42.8  $168.0  $7.8  $15.7 

Cash and cash equivalents held in foreign currency

  18.1   18.1   4.0   11.7 

Total cash and cash equivalents

  60.9   186.1   11.8   27.4 

Marketable debt securities - current

     33.8 

Marketable equity securities - non-current

  7.2   7.6 

Marketable equity securities, non-current

  6.8   6.6 

Total cash, cash equivalents and investments

 $68.1  $227.5  $18.6  $34.0 

 

Cash and cash equivalents decreased by $125.2$15.6 million in the first ninethree months of 2018.2019. Cash held in foreign currencies represents balances in Canadian dollars and Mexican pesos, with the balance remaining consistent during$7.9 million decrease in the first nine monthsquarter of 2018. Current marketable debt securities decreased by $33.8 million (discussed below)2019 resulting from decreases in both Canadian dollars and Mexican pesos held. The value of non-current marketable equity securities decreasedincreased by $0.4$0.2 million (see Note 32 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information).

 

As further discussed in Note 1413 of Notes to Condensed Consolidated Financial Statements (Unaudited), on July 20, 2018, we completed the acquisition Klondex for total consideration of approximately $414.2$413.9 million, consisting of $252.6$252.2 million for the issuance ofin shares of our common stock and warrants to purchase shares of our common stock and $161.7 million in cash. Klondex had cash, cash equivalents and restricted cash and cash equivalents not relating to their Canadian assets of approximately $22.4 million and $35.0 million drawn on their revolving credit facility at the time of the acquisition. We paid off the amount drawn on the Klondex revolving credit facility in July 2018.

 

As discussed in Note 109 of Notes to Condensed Consolidated Financial Statements (Unaudited), on April 12, 2013, we completed an offering of Senior Notes in the total principal amount of US$500 million, which have a total principal balance of $506.5 million as of September 30, 2018March 31, 2019. The Senior Notes are due May 1, 2021 and bear interest at a rate of 6.875% per year from the most recent payment date to which interest has been paid or provided for.  In addition, in March 2018 we entered into a note purchase agreement pursuant to which we issued our Series 2018-A Senior Notes due May 1, 2021 (the “RQ Notes”) for total principal of CAD$40 million (approximately USD$30.8 million at the time of the transaction) to Ressources Québec. The RQ Notes bear interest at a rate of 4.68% per year. Interest on the Senior Notes and RQ Notes is payable on May 1 and November 1 of each year, commencing November 1, 2013 and May 1, 2018, respectively, and we have made all interest payments payable to date. Also, in July 2018 we entered into a new $200$250 million revolving credit facility, which increased to $250 million in November upon meeting certain conditions, including adding certain subsidiaries of Klondex as borrowers under the credit facility and pledging the assets of those subsidiaries as additional collateral under the credit facility. Interest is payable on amounts drawn from the revolving credit facility at a rate of between 2.25% and 3.25% over the London Interbank Offered Rate, or between 1.25% and 2.25% over an alternative base rate, with interest payable on March 31, June 30, September 30, and December 31 of each year. We drew $58.0 million on the facility and repaid that amount in the first quarter of 2019. There were no amounts drawn on the credit facility as of September 30, 2018.March 31, 2019, with $85.0 million drawn as of the date of this report.

 

As further discussed in the Lucky Friday Segment section above, the union employees at Lucky Friday have been on strike since March 13, 2017, and production at Lucky Friday has been limited since that time. We cannot predict how long the strike will last or whether an agreement will be reached. As a result of the strike or other related events, operations at Lucky Friday could continue to be disrupted, which could adversely affect our financial condition and results of operations.

 

69

Table of Contents

As discussed in Note 98 of Notes to Condensed Consolidated Financial Statements (Unaudited), in February 2016 we entered into an equity distribution agreement under which we may issue and sell shares of our common stock from time to time having an aggregate offering price of up to $75 million, with the net proceeds available for general corporate purposes. Whether or not we engage in sales from time to time may depend on a variety of factors, including share price, our cash resources, customary black-out restrictions, and whether we haveare in possession of any material insidenon-public information, and the agreement can be terminated by us at any time. As of September 30, 2018,March 31, 2019, we had sold 5,634,7587,173,614 shares through thisthe at-the-market program for net proceeds of $20.8 million, including 1,025,911$24.5 million. There were no shares sold under the at-the-market program during the thirdfirst quarter of 2018 for net proceeds2019.

56

Table of $3.1 million.

Contents

 

Pursuant to our common stock dividend policy described in Note 98 of Notes to Condensed Consolidated Financial Statements (Unaudited), our Board of Directors declared and paid dividends on common stock totaling $3.2 million and $3.0$1.2 million in the first nine monthsquarter of 20182019 and 2017, respectively.$1.0 million in the first quarter of 2018. On November 6, 2018,May 7, 2019, our Board of Directors declared a dividend on common stock totaling $1.2 million payable in December 2018.June 2019. 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 is at the sole discretion of our board of directors, and there can be no assurance that we will continue to declare and pay common stock dividends in the future.

 

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 of September 30, 2018,March 31, 2019, 934,100 shares have been purchased in prior periods at an average price of $3.99 per share, leaving 19.1 million shares that may yet be purchased under the program. The closing price of our common stock at November 6, 2018,May 7, 2019, was $2.49$2.10 per share. No shares were purchased under the program during the first quarter of 2019.

 

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 other forms of financing. There can be no assurance that such financing will be available to us.

 

As a result of our current cash balances, the performance of our current and expected operations, current metals prices, proceeds from potential at-the-market sales of common stock, and availability of approximately $247 million of our $250 million revolving credit facility, we believe our cash, cash equivalents, investments, projected cash from operations, and availability of financing (including equity issuances), if needed,we will be adequateable to meet our obligations and other potential cash requirements during the next 12 months. Our obligations and other uses of cash may include, but are not limited to: debt service obligations related to the Senior Notes, RQ Notes and revolving credit facility, (if amounts are drawn), capital expenditures at our operations, potential acquisitions of other mining companies or properties, regulatory matters, litigation, potential repurchases of our common stock under the program described above, and payment of dividends on common stock, if declared by our board of directors.  Throughout the second half of 2018 and the first quarter of 2019, we borrowed under our revolving credit facility in order to meet our ongoing working capital requirements. All amounts borrowed under the facility were repaid, with no outstanding balance as of March 31, 2019. We anticipate similarly borrowing under our credit facility during the rest of 2019. We currently estimate that in 2018, a total of between $140 million and $145approximately $150 million will be spent on capital expenditures, primarily for equipment, infrastructure, and development at our mines, in 2019, including $83.3$33.1 million incurred in the first ninethree months of 2018.March 31, 2019.  We also estimate that exploration and pre-development expenditures will total approximately $40$28 million in 2018,2019, including $31.2$5.3 million already incurred as of September 30, 2018. In addition, we expect research and developmentMarch 31, 2019. Our expenditures for these items and our current projects in 2018 to total between $6 million and $10 million, including $5.0 million already incurred as of September 30, 2018. However, capital, exploration, pre-development expenditures, and research and developmentrelated plans for 2019 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 revenues and costs, sources of liquidity available to us, including the revolving credit facility, and other factors. A sustained downturn in metals prices, or significant increase in operational or capital costs or other uses of cash, our inability to access the credit facility or the sources of liquidity discussed above, or other factors beyond our control could impact our plans.

 

7057

Table of Contents

 

  

Nine Months Ended

 
  

September 30, 2018

  

September 30, 2017

 

Cash provided by operating activities (in millions)

 $75.2  $74.1 
  

Three Months Ended

 
  

March 31, 2019

  

March 31, 2018

 

Cash provided by operating activities (in millions)

 $20.0  $16.4 

 

Cash provided by operating activities in the first nine monthsquarter of 20182019 increased by $1.1$3.6 million compared to the same period in 20172018. The increase was due to working capital and other operating asset and liability changes resulting in a net cash outflow of $0.8 million in the first three months of 2019, which was lower decreasethan the net cash outflow of $10.8 million in cash fromthe first three months of 2018. The $10.1 million variance attributable to working capital and other asset and liability changes was primarily the result of higher payroll accruals due to the timing of payment of incentive compensation related to prior year performance, a smaller increase in accounts receivable and lower product inventory, partially offset by reductions to accounts payable. The lower cash outflow related to working capital and other asset and liability changes was partially offset by lower income as adjusted for non-cash items. Working

  

Three Months Ended

 
  

March 31, 2019

  

March 31, 2018

 

Cash used in investing activities (in millions)

 $(33.1

)

 $(18.2

)

During the first quarter of 2019 we invested $33.1 million in capital and other operating asset and liability changes resultedexpenditures, not including $3.5 million in a net cash flow decrease of $25.2capital lease additions, compared to $17.6 million in the first nine months ofsame period in 2018, compared to a net decrease of $26.4 million inwith the first nine months of 2017.  The $1.2 million variance in working capital changes is primarily attributable to higher accounts payable due to the addition of the Nevada Operations unit acquired in July 2018 and various projects in progress there and lower estimated income tax payments in Mexico. Those factors werehigher costs at San Sebastian, partially offset by higher accounts receivable balanceslower costs at San SebastianGreens Creek and Greens Creek. The reduction in income, as adjusted for non-cash items, resulted primarily from reduced gross profit at our San Sebastian unit and a gross loss at our Nevada Operations unit since its acquisition in July, partially offset by proceeds of $32.8 million from the early settlement of base metals derivatives (see Note 12 of Notes to Condensed Consolidated Financial Statements (Unaudited)).

  

Nine Months Ended

 
  

September 30, 2018

  

September 30, 2017

 

Cash used in investing activities (in millions)

 $(184.6

)

��$(70.4

)

We had a cash outflow of $139.3 million for the acquisition of Klondex, net of their cash balance acquired, in July 2018.Casa Berardi.  During the first nine monthsquarter of 2018, we invested $83.3 million in capital expenditures, not including $7.0 million in non-cash capital lease additions, an increase of $12.9 million compared to the same period in 2017 primarily due to capital projects at the newly-acquired Nevada Operations.  In the first nine months of 2018 and 2017, we purchased bonds having maturities of greater than 90 days and less than 365 days with a cost basis of $31.2 million and $35.3 million, respectively, and bonds valued at $64.9$30.5 million and $31.2 million matured, with no such activity during the first nine monthsquarter of 2018 and 2017, respectively. We purchased marketable equity securities having a cost basis of $0.8 million and $1.6 million during2019.

  

Three Months Ended

  

March 31, 2019

  

March 31, 2018

Cash provided by (used in) financing activities (in millions)

 $(2.6

)

 $27.3  

In the first nine monthsquarter of 2018 and 2017, respectively. During the first nine months of 2018 and 2017,2019, we received $4.4had $58.0 million and $5.6 million, respectively, in insurance proceeds related to the collapse of the mill building at the Troy mine in February 2017 due to snow.

  

Nine Months Ended

 
  

September 30, 2018

  

September 30, 2017

 

Cash used in financing activities (in millions)

 $(15.7

)

 $(2.8

)

During the first nine months of 2018 and 2017, we received $3.1 million and $9.6 million, respectively, in net proceeds from the sale of shares of our common stock under the equity distribution agreement discussed above. We had borrowings totaling $78.0 in the first nine months of 2018, including $47 million drawndraws on our revolving credit facility, in Julywith that amount repaid during the quarter. In the first quarter of 2018, which was repaid in September 2018, and $30.8we received proceeds of $31.0 million forfrom the issuance of the RQ Notes in March 2018. In addition to repaymentRessources Québec, as discussed above. We paid cash dividends on our common stock of our revolving credit facility balance, in July 2018 we repaid the $35.0$1.2 million revolving credit facility balance assumedand $1.0 million, respectively, in the acquisitionfirst quarter of Klondex.2019 and 2018 and cash dividends of $0.1 million on our Series B Preferred Stock during each of those periods. We made repayments on our capital leases of $6.0 million and $5.1$1.3 million in the nine-month periods ended September 30, 2018first quarter of both 2019 and 2017, respectively. During2018. In addition, during the first nine monthsquarter of 2018, and 2017, we paid cash dividends on our common stock totaling $3.2 million and $3.0 million, respectively, and cash dividends of $0.4 million in each period on our Series B Preferred Stock. We acquired treasury shares for $2.7$1.2 million and $3.0 million inas the first nine monthsresult of 2018 and 2017, respectively, resulting from our employees' elections to utilize net share settlement to satisfy their tax withholding obligations related to incentive compensation paid in stock and vesting of restricted stock units through net share settlement.stock. See Note 98 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information.

 

7158

Table of Contents

Exchange rate fluctuations between the U.S. dollar and the Canadian dollar and Mexican peso resulted in a decrease in our cash balance of $0.2 million during the nine months ended September 30, 2018 and an increase of $1.1 million during the nine months ended September 30, 2017, respectively.

 

Contractual Obligations, Contingent Liabilities and Commitments

 

The table below presents our fixed, non-cancelable contractual obligations and commitments primarily related to our Senior Notes, RQ Notes, outstanding purchase orders, certain capital expenditures, our credit facility and lease arrangements as of September 30, 2018March 31, 2019 (in thousands):

 

  

Payments Due By Period

 
  

Less than 1 year

  

1-3 years

  

4-5 years

  

More than

5 years

  

Total

 

Purchase obligations (1)

 $21,891  $  $  $  $21,891 

Commitment fees (2)

  1,000   2,000   708      3,708 

Contractual obligations (3)

  1,593            1,593 

Capital lease commitments (4)

  6,182   8,270   1,223      15,675 

Operating lease commitments (5)

  3,615   6,173   3,307      13,095 

Supplemental executive retirement plan (6)

  526   1,453   1,929   4,801   8,709 

Senior Notes (7)

  34,822   561,635         596,457 

RQ Notes (8)

  1,446   33,190         34,636 

Total contractual cash obligations

 $71,075  $612,721  $7,167  $4,801  $695,764 

  

Payments Due By Period

 
  

Less than 1 year

  

1-3 years

  

4-5 years

  

More than

5 years

  

Total

 

Purchase obligations (1)

  8,732  $  $  $  $8,732 

Commitment fees (2)

  1,250   2,500   260      4,010 

Contractual obligations (3)

  4,335            4,335 

Finance lease commitments (4)

  5,903   9,163   1,119      16,185 

Operating lease commitments (5)

  9,214   8,333   4,000   1,352   22,899 

Supplemental executive retirement plan (6)

  644   1,666   2,223   6,058   10,591 

Defined benefit pension plans (6)

  2,200            2,200 

Senior Notes (7)

  34,822   544,224         579,046 

RQ Notes (8)

  1,401   31,449         32,850 

Total contractual cash obligations

 $68,501  $597,335  $7,602  $7,410  $680,848 

 

 

(1)

Consists of open purchase orders of approximately $14.2$3.8 million at the Greens Creek unit, $0.4$1.5 million at the Lucky Friday unit, $2.0$0.4 million at the Casa Berardi unit and $5.3$2.9 million at the Nevada Operations unit.

 

 

(2)

We have a $250 million revolving credit agreement under which we are required to pay a standby fee of 0.5% per annum on undrawn amounts under the revolving credit agreement. With the exception of $3.0 million in letters of credit outstanding, there was no amount drawn under the revolving credit agreement as of September 30, 2018.March 31, 2019. The amountstable above assumeassumes no amounts will be duedrawn during the agreement's term.term; however, as discussed above, we anticipate borrowing under our credit facility throughout 2019.  For more information on our credit facility, see Note 109 of Notes to Condensed Consolidated Financial Statements (Unaudited).

 

 

(3)

As of September 30, 2018,March 31, 2019, we were committed to approximately $0.6 million and $1.0$4.3 million for various items at Greens Creek and Nevada Operations, respectively.items.

 

 

(4)

Includes scheduled capitalfinance lease payments of $7.2$9.6 million, $1.6$1.3 million, $4.8$3.6 million and $2.1$1.7 million (including interest), respectively, for equipment at our Greens Creek, Lucky Friday, Casa Berardi and Nevada Operations units, respectively.units.  These leases have fixed payment terms and contain bargain purchase options at the end of the lease periods (see Note 109 of Notes 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)

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 the supplemental executive retirement plan.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. See Note 87 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information.

72

Table of Contents

 

 

(7)

On April 12, 2013, we completed an offering of $500 million in aggregate principal amount of our Senior Notes due May 1, 2021. The Senior Notes bear interest at a rate of 6.875% per year from the original date of issuance or the most recent payment date to which interest has been paid or provided for.  Interest on the Senior Notes is payable on May 1 and November 1 of each year, commencing November 1, 2013, and we have made all interest payments payable to date. Since the initial offering, we have issued an additional $6.5 million in aggregate principal amount of the Senior Notes to fund obligations under our defined benefit pension plan. See Note 109 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information.

 

59

Table of Contents

 

(8)

On March 5, 2018, we entered into a note purchase agreement pursuant to which we issued the RQ Notes in the principal amount of CAD$40 million (approximately USD$30.8 million at the time of the transaction) in aggregate principal amount of our Series 2018-A Senior Notes due May 1, 2021 (the “RQ Notes”) to Ressources Québec, a subsidiary of Investissment Québec, a financing arm of the Québec government.. The RQ Notes bear interest at a rate of 4.68% per year, payable on May 1 and November 1 of each year, commencing May 1, 2018, and we have made all interest payments payable to date. See Note 9 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information.

 

We record liabilities for costs associated with mine closure, reclamation of land and other environmental matters.  At September 30, 2018,March 31, 2019, our liabilities for these matters totaled $105.9$109.5 million. Future expenditures related to closure, reclamation and environmental expenditures at our sites are difficult to estimate, although we anticipate we will incur expenditures relating to these obligations over the next 30 years. For additional information relating to our environmental obligations, see Note 54 of Notes to Condensed Consolidated Financial Statements (Unaudited).

 

Off-Balance Sheet Arrangements

 

At September 30, 2018,March 31, 2019, we had no existing off-balance sheet arrangements, as defined under SEC 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 are material to investors.

 

Critical Accounting Estimates

 

Our significant accounting policies are described in Part IV, Note 1 of Notes to Consolidated Financial Statementsin our annual report filed on Form 10-K for the year ended December 31, 20172018. As described in Note 1 of our annual report, 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 are highly uncertain at the time the accounting estimates are 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 Committee of our Board of Directors, and the Audit 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, equipment and mineral interests, deferred tax assets, and certain accounts receivable. Metals prices are also an important component in the estimation of reserves.  As shown under Part I, Item 1. - Business in our annual report filed on Form 10-K for the year ended December 31, 2017,2018, metals prices have historically been volatile. Silver demand arises from investment demand, particularly in exchange-traded funds, industrial demand, and consumer demand. Gold demand arises primarily from investment and consumer demand.  Investment demand for silver and gold can be influenced by several factors, including:  the value of the U.S. dollar and other currencies, changing U.S. budget deficits, widening availability of exchange-traded funds, interest rate levels, the health of credit markets, and inflationary expectations. Uncertainty related to the political environment in the U.S., Britain's exit from the European Union and a global economic recovery, including recent uncertainty in China, 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.  Consumer demand is driven significantly by demand for jewelry and other retail products. We believe that long-term 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 for silver and gold and industrial demand for silver.  However, China has recently experienced a lower rate of economic growth which could continue in the near term. There can be no assurance whether these trends will continue or how they will impact prices of the metals we produce. In the past, we have recorded impairments to our asset carrying value because of low prices, and we can offer no assurance that prices will either remain at their current levels or increase.

 

7360

Table of Contents

 

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 evaluation 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 (see Mineral Reserves, below, regarding prices used for reserve estimates). Using applicable accounting guidance and our view of metals markets, we use the probability-weighted 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 (see Business Combinations below).

 

 Sales of concentrates sold directly to customers are recorded as revenues when titleupon completion of the performance obligations and risktransfer of loss transfercontrol of the product to the customer (generally at the time of shipment) using estimated forward metals prices for the estimated month of settlement. Due to the time elapsed between shipment of concentrates to the customer and final settlement with the customer, 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 prices until final settlement by the customer. 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 related to concentrate sales are subject to changes in metals prices until final settlement occurs.  For more information, see part N. Revenue Recognition of Note 16 of Notes to Condensed Consolidated Financial Statements (Unaudited)in our annual report filed on Form 10-K for the year ended December 31, 2017..

 

We utilize financially-settled forward contracts to manage our exposure to changes in prices for silver, gold, zinc and lead.  See Item 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

 

Accrued reclamation and closure costs can represent a significant and variable liability on our balance sheet. 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. However, the ranges of liability could exceed the liabilities 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.

 

74

Table of Contents

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 in Part I, Item 2. - Properties in our annual report filed on Form 10-K for the year ended December 31, 2017.2018. Our assessment of reserves occurs at least annually, and periodically utilizes external audits.

 

61

Table of Contents

Reserves are a key component in the valuation of our properties, plants equipment and mineral interests.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 in an effort to ensure that carrying values are reported appropriately. Our forecasts are also used in determining the level of valuation allowances on our deferred tax assets. Reserves also play a key role in the valuation of certain assets in the determination of the purchase price allocations for acquisitions. Annual reserve estimates are also used to determine conversions of mineral assets beyond the known reserve resulting from business combinations to depreciable reserves, in periods subsequent to the business combinations (see Business 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 the 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 mineral assets beyond the known reserve). These estimates include future metals prices and mineral reserves, as discussed above.  Management may also be required to make estimates related to the valuation of deferred tax assets or liabilities as part of the purchase price allocation for business combinations. In some cases, we use third-party appraisers to determine the fair values 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 exposure to market risks and risk management activities includes forward-looking statements that involve risks and uncertainties, as well as summarizes the financial instruments held by us at September 30, 2018,March 31, 2019, 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 (See Part I, Item 1A. – Risk Factors of our annual report filed on Form 10-K for the year ended December 31, 2017,2018, asupdated inPart II, Item 1A - Risk Factors in ourthis quarterly reports filedreport on Form 10-Q for the periodsquarter ended March 31, 20182019).

Metals Prices

Changes in the market prices of silver, gold, lead and June 30, 2018zinc can significantly affect our profitability and this quarterly report filed on Form 10-Qcash flow. As discussed in Item 2. Management's Discussion and Analysis - Critical Accounting Estimates, metals prices can fluctuate due to numerous factors beyond our control. As discussed below, we utilize financially-settled forward contracts to manage our exposure to changes in prices for the period ended September 30, 2018).silver, gold, zinc and lead.

 

Provisional Sales

 

Sales of all metals products sold directly to customers, including by-product metals, are recorded as revenues when all performance obligations have been completed and the transaction price can be determined or reasonably estimated. For concentrate sales, revenues are generally recorded at the time of shipment at forward prices for the estimated month of settlement. Due to the time elapsed between shipment to the customer and the final settlement with the customer 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 customer.  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 (see Part I, Item 1A.1A – Risk Factors – A substantial or extended decline in metals prices would have a material adverse effect on us in our annual report filed on Form 10-K for the year ended December 31, 2017)2018).  At September 30, 2018,March 31, 2019, metals contained in concentrates and exposed to future price changes totaled approximately 1.20.9 million ounces of silver, 5,7344,096 ounces of gold, 7,27711,108 tons of zinc, and 2,4471,814 tons of lead.  If the price for each metal were to change by 10%, the change in the total value of the concentrates sold would be approximately $4.6$5.2 million.  However, as discussed in Commodity-Price Risk Management below, 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.

 

7562

Table of Contents

 

Commodity-Price Risk Management

 

AtWe may at times we may use commodity forward sales commitments, commodity swap contracts and commodity put and call option contracts to manage our exposure to fluctuation in the prices of certain metals 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 fluctuations in market prices. Our risk management policy allows for up to 75% of our planned metals price exposure for five years into the future, with certain other limitations, to be hedged under such programs. These instruments do, however, expose us to (i) credit risk in the form 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 under contract positions.

 

We are currently using 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 shipment and final settlement. In addition, at times we useare using 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 do not qualify for hedge accounting and are marked-to-market through earnings each period.

 

As of September 30, 2018,March 31, 2019, we recorded the following balances for the fair value of the contracts:

 

a current asset of $0.3 million, which is included in other current assets; and

a current liability of $0.6 million, which is included in other current liabilities and is net of $0.2 million for contracts in a fair value current asset position.

a current asset of $0.2 million, which is included in other current assets and is net of $0.1 million for contracts in a fair value liability position;

a non-current asset of $45 thousand, which is included in other non-current assets;

a current liability of $4.0 million, which is included in other current liabilities and is net of $0.1 million for contracts in a fair value current asset position; and

a non-current liability of $13 thousand, which is included in other non-current liabilities.

 

We recognized an $8.3a $2.5 million net gainloss during the first nine monthsquarter of 20182019 on the contracts utilized to manage exposure to prices of metals in our concentrate shipments, which is included in sales of products.  The net gainloss recognized on the contracts offsets lossesgains related to price adjustments on our provisional concentrate sales due to changes to silver, gold, lead and zinc prices between the time of sale and final settlement.

 

We recognized a $40.3$1.8 million net gainloss during the first nine monthsquarter of 20182019 on the contracts utilized to manage exposure to prices for forecasted future concentrate shipments. The net gainloss 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 as discussed in the preceding paragraph.  The net gainloss for the first nine monthsquarter of 20182019 is the result of a declinean increase in zinc and lead prices. During the third quarter of 2018, we settled, prior to their maturity date, contracts in a gain position for cash proceeds to us of approximately $32.8 million. As a result, there were no metals committed under contracts on forecasted sales as of September 30, 2018. This program, when utilized, is designed 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). When those prices increase compared to the contract prices, we incur losses on the contracts.

 

7663

Table of Contents

 

The following tables summarize the quantities of metals committed under forward sales contracts at September 30, 2018March 31, 2019 and December 31, 2017:2018:

March 31, 2019

 

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

                                

2019 settlements

  710   3   19,952   2,646  $15.46  $1,316  $1.22  $0.92 

Contracts on forecasted sales

                                

2019 settlements

        26,180   1,653   N/A   N/A  $1.25  $0.96 

2020 settlements

        276   551   N/A   N/A  $1.26  $0.96 

 

 

September 30, 2018

 

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

                                

2018 settlements

  1,221   6   10,362   4,685  $14.56  $1,211  $1.17  $0.94 

December 31, 2018

 

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

                                

2019 settlements

  842   4   18,450   2,700  $14.69  $1,260  $1.15  $0.89 

 

December 31, 2017

 

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

                                

2018 settlements

  1,447   5   21,550   4,740  $16.64  $1,279  $1.45  $1.11 

Contracts on forecasted sales

                                

2018 settlements

        32,187   16,645   N/A   N/A  $1.29  $1.06 

2019 settlements

        23,589   18,078   N/A   N/A  $1.30  $1.09 

2020 settlements

          3,307   2,866   N/A   N/A  $1.27  $1.08 

 

Foreign Currency

 

We operate or have mining interests in Canada and Mexico, which exposes us to risks associated with fluctuations in the exchange rates between the U.S. dollar ("USD") and the Canadian dollar ("CAD") and Mexican peso ("MXN")., respectively. We have determined the functional currency for our Canadian and Mexican operations is the USD. As such, foreign exchange gains and losses associated with the re-measurement of monetary assets and liabilities from CAD and MXN to USD are recorded to earnings each period. For the ninethree months ended September 30, 2018,March 31, 2019, we recognized a net foreign exchange gainloss of $2.9$3.1 million. Foreign currency exchange rates are influenced by a number of factors beyond our control. A 10% change in the exchange rate between the USD and CAD from the rate at September 30, 2018March 31, 2019 would have resulted in a change of approximately $11.8$11.9 million in our net foreign exchange gain or loss. A 10% change in the exchange rate between the USD and MXN from the rate at September 30, 2018March 31, 2019 would have resulted in a change of approximately $0.6$1.0 million in our net foreign exchange gain or loss.

 

In April 2016, we initiated a program to manage our exposure to fluctuations in the exchange rate between the USD and CAD and the impact on our future operating costs denominated in CAD. In October 2016, we also initiated a program to manage our exposure to the impact of fluctuations in the exchange rate between the USD and MXN on our future operating costs denominated in MXN. The programs utilize forward contracts to buy CAD and MXN, and each contract is designated as a cash flow hedge. As of September 30, 2018,March 31, 2019, we had 94have 130 forward contracts outstanding to buy CAD$225.1 million having a notional amount of US$174.0 million, and 30 forward contracts outstanding to buy MXN$178.5284.1 million having a notional amount of USD$8.8219.6 million, and 19 forward contracts outstanding to buy MXN$99.5 million having a notional amount of USD$4.9 million. The CAD contracts are related to forecasted cash operating costs at Casa Berardi to be incurred from 20182019 through 2022 and have CAD-to-USD exchange rates ranging between 1.27291.2702 and 1.3315.1.3306. The MXN contracts are related to forecasted cash operating costs at San Sebastian to be incurred from 20182019 through 2020 and have MXN-to-USD exchange rates ranging between 19.440019.9400 and 20.8550. Our risk management policy allows for up to 75% of our planned cost exposure for five years into the future to be hedged under such programs, and for potential additional programs to manage other foreign currency-related exposure areas.

 

As of September 30, 2018,March 31, 2019, we recorded the following balances for the fair value of the contracts:

 

a current asset of $1.1 million, which is included in other current assets;

a non-current asset of $0.7 million, which is included in other non-current assets; and

a current liability of $0.1 million, which is included in other current liabilities.

a current asset of $0.2 million, which is included in other current assets;

a current liability of $2.0 million, which is included in other current liabilities; and

a non-current liability of $2.7 million, which is included in other non-current liabilities.

 

7764

Table of Contents

 

Net unrealized gainslosses of approximately $1.5$4.5 million related to the effective portion of the hedges were included in accumulated other comprehensive loss as of September 30, 2018.March 31, 2019. Unrealized gains and losses will be transferred from accumulated other comprehensive loss to current earnings as the underlying operating expenses are recognized. We estimate approximately $0.8$1.7 million in net unrealized gains included in accumulated other comprehensive loss as of September 30, 2018March 31, 2019 would be reclassified to current earnings in the next twelve months. Net realized gainslosses of approximately $0.2$0.5 million on contracts related to underlying expenses which have been recognized were transferred from accumulated other comprehensive loss and included in cost of sales and other direct production costs for the ninethree months ended September 30, 2018. Net unrealized gains of approximately $19 thousand related to ineffectiveness of the hedges were included in gain (loss) on derivatives contracts on our consolidated statements of operations and comprehensive income (loss) for the nine months ended September 30, 2018.March 31, 2019.

 

 

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 of September 30, 2018,March 31, 2019, 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 ended September 30, 2018March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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 to Note 54 of Notes to Condensed Consolidated Financial Statements (Unaudited), which is incorporated by reference into this Item 1.

 

Item 1A.    Risk Factors

 

Part I, Item 1A. –1A - Risk Factors of our annual report filed on Form 10-K for the year ended December 31, 2017, as updated in Part II, Item 1A. – Risk Factors in our quarterly reports on Form 10-Q for the periods ended March 31, 2018 and June 30, 2018 sets 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. Certain of those risk factors have been updated in this Form 10-Q, as set forth below.

 

Financial Risks

An extended decline in metals prices, an increase in operating or capital costs, mine accidents or closures, increasing environmental obligations, or our inability to convert exploration potential to reserves may cause us to record write-downs, which could negatively impact our results of operations.

When events or changes in circumstances indicate the carrying value of our long-lived assets may not be recoverable, we review the recoverability of the carrying value by estimating the future undiscounted cash flows expected to result from the use and eventual disposition of the asset.  Impairment must be recognized when the carrying value of the asset exceeds these cash flows. Recognizing impairment write-downs could negatively impact our results of operations.  Metal price estimates are a key component used in the evaluation of the carrying values of our assets, as the evaluation involves comparing carrying values to the average estimated undiscounted cash flows resulting from operating plans using various metals price scenarios.  Our estimates of undiscounted cash flows for our long-lived assets also include an estimate of the market value of the exploration potential beyond the current operating plans.  We determined a decrease in the average market capitalization per in situ gold and silver ounce for similar companies, which is used to estimate portions of the future undiscounted cash flows for our assets, to represent a change in circumstances indicating the carrying value of our long-lived assets may not be recoverable as of December 31, 2018.  However, our estimates of undiscounted cash flows exceeded the carrying values for all assets reviewed for recoverability as of December 31, 2018.  If the prices of silver, gold, zinc and lead decline for an extended period of time, if we fail to control production or capital costs, if regulatory issues increase costs or decrease production, or if we do not realize the mineable ore reserves or exploration potential at our mining properties, we may be required to recognize asset write-downs in the future.  In addition, the perceived market value of the exploration potential of our properties is dependent upon prevailing metals prices as well as our ability to discover economic ore. A decline in metals prices for an extended period of time or our inability to convert exploration potential to reserves could significantly reduce our estimates of the value of the exploration potential at our properties and result in asset write-downs.

As discussed below in the risk factor, “We may not realize all of the anticipated benefits from our acquisitions, including our recent acquisition of Klondex,” we are currently undertaking a review of various operational aspects of our Nevada Operations, including the Fire Creek mine, which we anticipate completing in the second quarter of 2019.  The outcome of the review may constitute a triggering event requiring assessment of the carrying value of our long-lived assets at Fire Creek.  We may recognize an impairment, which could be material, if the carrying value of the assets exceeds the estimated future undiscounted cash flows expected to result from their use and eventual disposition.

7865

Table of Contents

 

Operation, Development, Exploration and Acquisition Risks

We face inherent risks in acquisitions of other mining companies or properties, including our recently-acquired Nevada Operations, that may adversely impact our growth strategy.

We are actively seeking to expand our mineral reserves by acquiring other mining companies or properties. Although we are pursuing opportunities that we feel are in the best interest of our stockholders, these pursuits are costly and often unproductive.

There is a limited supply of desirable mineral properties available in the United States and foreign countries where we would consider conducting exploration and/or production activities.  For those that exist, we face strong competition from other mining companies, many of which have greater financial resources than we do.  Therefore, we may be unable to acquire attractive companies or mining properties on terms that we consider acceptable.

Furthermore, there are inherent risks in any acquisition we may undertake which could adversely affect our current business and financial condition and our growth. For example, we may not realize the expected value of the companies or properties that are acquired due to declines in metals prices, lower than expected quality of orebodies, failure to obtain permits, labor problems, changes in regulatory environment, failure to achieve anticipated synergies, an inability to obtain financing, and other factors described in these risks factors. Acquisitions of other mining companies or properties may also expose us to new legal, geographic, political, operating, and geological risks.

See the risk factor below, “We may not realize all of the anticipated benefits from our acquisitions, including our recent acquisition of Klondex,"  for developments at our recently-acquired Nevada Operations.

We may be unable to successfully integrate the operations of the properties we acquire, including our recently-acquired Nevada operations.

Integration of the businesses or the properties we acquire with our existing business, including our Nevada Operations unit acquired as part of the Klondex acquisition in July 2018, is a complex, time-consuming and costly process. Failure to successfully integrate the acquired properties and operations in a timely manner may have a material adverse effect on our business, financial condition, results of operations and cash flows. The difficulties of combining the acquired operations with our existing business include, among other things:

operating a larger organization;

operating in multiple legal jurisdictions;

coordinating geographically and linguistically disparate organizations, systems and facilities;

adapting to additional political, regulatory, legal and social requirements;

integrating corporate, technological and administrative functions; and

diverting management's attention from other business concerns.

The process of integrating operations could cause an interruption of, or a slowdown in, the activities of our business. Members of our senior management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage other parts of our business. If our senior management is not able to effectively manage the integration process, or if any business activities are interrupted as a result of the integration process, our business could suffer.

See the risk factor below, “We may not realize all of the anticipated benefits from our acquisitions, including our recent acquisition of Klondex," for developments at our recently-acquired Nevada Operations.

66

Table of Contents

We may not realize all of the anticipated benefits from our acquisitions, including our recent acquisition of Klondex.

We may not realize all (or any) of the anticipated benefits from any acquisition, such as increased earnings, cost savings and revenue enhancements, for various reasons, including difficulties integrating operations and personnel, higher than expected acquisition and operating costs or other difficulties, unknown liabilities which may be significant, inaccurate reserve estimates, unrealized exploration potential, ore grades or mill recoveries that are lower than required for portions of the orebodies to be economic, and fluctuations in market prices.

At our Nevada Operations unit acquired via the Klondex acquisition in July 2018, we recognized total capital and production costs in excess of revenues, and a $13.8 million operating loss, in the first quarter of 2019.  As a result, we are currently undertaking a review of the Nevada Operations which will include an evaluation of:  the level of development at Fire Creek and the other mining operations in Nevada; grade control procedures; different mining methods and plans; alternative methods of processing Fire Creek ore by third-parties; and the rate of development of the Hatter Graben project.  This review may result in, among other possible outcomes, the following changes at the Fire Creek mine:  a reduction in capital spending; ceasing current production and only developing to spirals 9,10 and 11; or a temporary cessation of all mine operations at Fire Creek.  See the risk factor above, "An extended decline in metals prices, an increase in operating or capital costs, mine accidents or closures, increasing environmental obligations, or our inability to convert exploration potential to reserves may cause us to record write-downs, which could negatively impact our results of operations,”  for discussion of the potential effects that could result from such outcomes.

The properties we may acquire may not produce as expected, and we may be unable to determine reserve potential, identify liabilities associated with the acquired properties or obtain protection from sellers against such liabilities.

The properties we acquire in any acquisition, including our recently-acquired Nevada Operations unit, may not produce as expected, may be in an unexpected condition and we may be subject to increased costs and liabilities, including environmental liabilities. Although we review properties prior to acquisition in a manner consistent with industry practices, such reviews are not capable of identifying all existing or potential adverse conditions. Generally, it is not feasible to review in depth every individual property involved in each acquisition. Even a detailed review of records and properties may not necessarily reveal existing or potential problems or permit a buyer to become sufficiently familiar with the properties to fully assess their condition, any deficiencies, and development potential.  See the risk factors above, “We may not realize all of the anticipated benefits from our acquisitions, including our recent acquisition of Klondex,”  and “An extended decline in metals prices, an increase in operating or capital costs, mine accidents or closures, increasing environmental obligations, or our inability to convert exploration potential to reserves may cause us to record write-downs, which could negatively impact our results of operations.”

Legal, Regulatory and Market Risks

Legal challenges could prevent the Rock Creek or Montanore projects from ever being developed.

 

The proposed development of our Rock Creek project has been challenged by several regional and national conservation groups at various times since the U.S. Forest Service (“USFS”) issued its initial Record of Decision (“ROD”) in 2003 approving Revett Mining Company’s plan of operation (Revett is now our wholly-owned subsidiary, named Hecla Montana, Inc.). Some of these challenges have alleged violations of a variety of federal and state laws and regulations pertaining to Revett’s permitting activities at Rock Creek, including the Endangered Species Act, the National Environmental Policy Act (“NEPA”), the General1872 Mining Law, of 1872, the Federal Land Policy Management Act, the Wilderness Act, the National Forest Management Act, the Clean Water Act, the Clean Air Act, the Forest Service Organic Act of 1897, and the Administrative Procedure Act. Although Revett successfully addressed mostAs a result of these challenges, Revettlitigation challenging the ROD, in May 2010, the USFS was directed by the Montana Federal District Court in May 2010 to produce a Supplemental Environmental Impact Statement (“SEIS”) to address NEPA procedural deficiencies that were identified by the court, whichcourt.  The new SEIS was posted toprepared and in August 2018, a new final ROD was issued. In early 2019, a group of environmental groups and other organizations filed a lawsuit challenging the Federal Register on July 20, 2018.ROD.   We cannot predict how possibleany future challenges will be resolved. Possible new court challenges in the futureresolved or if they will continue to the final SEIS and ROD may delay the planned development at Rock Creek. If we are successful in completingEven if the SEIS and defending any challenges to our Rock Creek project,ROD is successfully defended, we would still be required to comply with a number of requirements and conditions as Rock Creek development progresses, failing which could make us unable to continue with development activities.

 

A joint final Environmental Impact Statement with respect to our Montanore project was issued in December 2015 by the USFS and Montana Department of Environmental Quality, and each agency issued a ROD in February 2016 providing approval for development of the Montanore project. However, private conservation groups have taken and may in the future take actions to oppose or delay the Montanore project. On May 30, 2017, the Montana Federal District Court issued Opinions and Orders in three lawsuits challenging previously granted environmental approvals for the Montanore project. The Orders overturned the approvals for the project granted by the USFS and the United States Fish and Wildlife Service, and in each case remanded the ROD and associated planning documents for further review by the agencies consistent with the Court's Opinions. In June 2017, the Court vacated the agencies’ approvals for the project. As a result, additional work must be performed by the agencies to address the deficiencies in the ROD and associated planning documents identified by the Court, and new approvals must be granted, before the project may proceed beyond certain preliminary actions. In addition, in October 2018, a court in Lincoln County, Montana found that the adit (which is an underground tunnel) which we had intended to use to develop the Montanore project trespassed on certain unpatented mining claims we do not own but which the adit goes through.  In the case, which dates back to 2008, the jury delivered a verdict against certain of our subsidiaries for $3,325,000.  We plan to appealhave appealed the finding of trespass and the award of damages, and we believe there are strong arguments for reversal.  There can be no assuranceWe cannot assure you that the appeal will succeed, or that we will remain able to use the portion of the adit that travels beneath the surface of the unpatented claims we do not currently own.  Further, on May 6, 2019, one of our Montana subsidiaries received a letter from the Montana Department of Environmental Quality (“DEQ”) questioning the validity of its operating permit at Montanore in light of the trespass finding.  The letter gives our subsidiary 30 days to respond.  As a result, our ability to access, develop or operate the Montanore project is at risk.

 

Recent events in the State of Montana create additional risks with respect to permitting of the Rock Creek and Montanore projects. In March 2018, each of Hecla Mining Company and our CEO was notified by the Montana Department of Environmental Quality (“DEQ”)DEQ of alleged violations of Montana’s mine reclamation statutes and related regulations due to our CEO’s prior role asCEO being an officer of a mining company when itthat declared bankruptcy in 1998, together with the fact that subsequently, proceeds from that company's sureties were insufficient to fully fund reclamation at thethat company’s mine sites in Montana. To date, no enforcement action has been taken to revoke or deny any permits held by our subsidiaries, however, those subsidiaries have commenced litigation challenging the DEQ’s assertion. The DEQ in turn has attempted to initiateinitiated litigation against Hecla Mining Company and our CEO.CEO in an effort to halt the development of the Montanore and Rock Creek projects. It is possible that the DEQ may bring an enforcement action in the future, or the litigation may be resolved unfavorably, either of which could have the effect of delaying, increasing the costs of, or preventing exploration and development efforts at the two projects.

On November 6, 2018, voters in Montana rejected a ballot initiative (“I-186”) that would have required the DEQ to deny a permit for any new hardrock mines in Montana unless the reclamation plan provides clear and convincing evidence that the mine will not require perpetual treatment of water polluted by acid mine drainage or other contaminants.  Although the election results eliminate this risk in the near term, it is possible that a similar initiative will arise in the future, in Montana or other jurisdictions where we operate.

 

7967

Table of Contents

Item 2. Unregistered Sales of Securities and Use of Proceeds

On September 12, 2018, we issued 1,870,749 unregistered shares of our common stock in a private placement to the Hecla Mining Company Retirement Plan Trust in order to satisfy the funding requirements for that defined benefit pension plan. The private placement was exempt from registration under the Securities Act of 1933 pursuant to section 4(a)(2) of that Act. The shares were subsequently registered for resale on a registration statement on Form S-3 filed with the SEC on September 12, 2018. We did not receive any cash proceeds from the issuance of the shares. The shares had a value of approximately $5.0 million at the time of issuance.

 

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 5. Other Information

On May 8, 2019, we entered into an amendment to our revolving credit agreement dated July 16, 2018 with the various financial institutions and other persons from time to time parties as lender (the “Lenders”) and The Bank of Nova Scotia, as administrative agent for the Lenders and as letter of credit issuer.  The amendment changed our leverage ratio (total debt less unencumbered cash/EBITDA) from not more than 4.50:1 to not more than the following: 5.00:1 effective April 1, 2019, returning to 4.50:1 effective October 1, 2019, and then changing to 4.00:1 effective January 1, 2020.

From time to time we enter into forward contracts to buy CAD and MXN to manage our exposure to fluctuations in the exchange rates between those currencies and the USD and the impact on our future operating costs denominated in CAD and MXN. We also enter into financially settled forward contracts to manage exposures to our metals contained in our concentrate shipments, both between the time of shipment and final settlement as well as forecasted future concentrate shipments (only lead and zinc). These currency and metal sales contracts are with The Bank of Nova Scotia, ING Capital, Canadian Imperial Bank of Commerce and JPMorgan Chase Bank, each of which is a lender under the credit agreement.  See Note 11 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information the types of derivatives contracts we enter into with the lenders.

 

Item 6.    Exhibits

 

Hecla Mining Company and Wholly Owned Subsidiaries

Form 10-Q – September 30, 2018- March 31, 2019

Index to Exhibits

 

2.1

Amending Agreement dated as of July 5, 2018, by and among Hecla Mining Company, its wholly-owned subsidiary, 1156291 B.C. Unlimited Liability Company, and Klondex Mines Ltd. Filed as exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on July 6, 2018 (File No. 1-8491) and incorporated herein by reference.

3.1

Restated Certificate of Incorporation of the Registrant. Filed as exhibit 3.1 to Registrant'sRegistrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No.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 August 22, 2014 (File No. 1-8491), and incorporated herein by reference.

4.1

Designations, Preferences and Rights of Series B Cumulative Convertible Preferred Stock of the Registrant. Included as Annex II to Restated Certificate of Incorporation of Registrant. Filed as exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File No. 1-8491) and incorporated herein by reference.

4.2(a)

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.

4.2(b)

Supplemental Indenture, dated as of April 14, 2014, 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 4.2 to Registrant’s Registration Statement on Form S-3ASR  filed on April 14, 2014 (Registration No. 333-195246)333-19524) and incorporated herein by reference.

4.2(c)

Supplemental Indenture dated August 5, 2015, 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 4.2(d)4.2 (d) to Registrant’s Annual Report onRegistrant's Form 10-K for the year ended December 31, 2015 (File No. 1-8491) and incorporated herein by reference.

4.2(d)

4.2(d)

Supplemental Indenture, dated October 26, 2016, among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Mining Company, as Guarantors hereto, and The Bank of New York Mellon Trust, N.A., as Trustee. Filed as exhibit 4.2 (e) to Registrant's Form 10-K for the year ended December 31, 2016 (File No. 1-8491) and incorporated herein by reference.

68

Table of Contents

4.2(e)

Supplemental Indenture dated as of November 30, 2018, among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Mining Company, as Guarantors thereto, and The Bank of New York Mellon Trust, N.A., as Trustee. Filed as exhibit 4.2(e) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-8491) and incorporated herein by reference.

4.2(e)

Registration Rights Agreement, dated September 12, 2018, among Hecla Mining Company, as sponsor of the Hecla Mining Company Retirement Plan and U.S. Bank National Association, as trustee of the Hecla Retirement Plan. Filed as exhibit 4.1 to Registrant’s S-3ASR filed September 12, 2018 (Registration No. 333-227309), and incorporated herein by reference.

10.1

Fifth Amended and Restated Credit Agreement dated as of July 16, 2018, by and among Hecla Mining Company, Hecla Limited, Hecla Alaska LLC, Hecla Greens Creek Mining Company, and Hecla Juneau Mining Company, as the Borrowers, The Bank of Nova Scotia, as the Administrative Agent for the Lenders, and various Lenders. Filed as exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on July 17, 2018 (File No. 1-8491) and incorporated herein by reference.

 

80

Table of Contents

10.1

Short-Term Incentive Plan. (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

95

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

99.1

99.1

Defined Contribution Basic Plan Document for theAgreement, dated as of February 26, 2016, among Hecla Mining Company, Capital Accumulationas sponsor of the Retirement Plan, (401(k) Plan). *the Retirement Committee, as the named fiduciary of the Retirement Plan, and U.S. Bank National Association, as trustee of the Retirement Plan Trust. Filed as exhibit 99.1 to Registrant’s Registration Statement on Form S-3 ASR filed on February 26, 2016 (Registration No. 333-209751) and incorporated herein by reference.

99.2

Contribution Agreement, dated as of February 26, 2016, among Hecla Mining Company, Hecla Limited as sponsor of the Lucky Friday Pension Plan, the Pension Committee, as the named fiduciary of the Pension Plan, and U.S. Bank National Association, as trustee of the Retirement Plan Trust. Filed as exhibit 99.2 to Registrant’s Registration Statement on Form S-3 ASR filed on February 26, 2016 (Registration No. 333-209751) and incorporated herein by reference.

101.INS

XBRL Instance. **

101.SCH

101.SCH 

XBRL Taxonomy Extension Schema.**

101.CAL

101.CAL

XBRL Taxonomy Extension Calculation.**

101.DEF

101.DEF 

XBRL Taxonomy Extension Definition.**

101.LAB

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 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.

 

Items 32 and 53 of Part II are not applicable and are omitted from this report.

69

Table of Contents

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 8, 2018May 9, 2019

By:

/s/ Phillips S. Baker, Jr.

   

Phillips S. Baker, Jr., President,

   

Chief Executive Officer and Director

    

Date:

November 8, 2018May 9, 2019

By:

/s/ Lindsay A. Hall

   

Lindsay A. Hall, Senior Vice President and

   

Chief Financial Officer

 

 

8170