1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to ______________________ Commission file number 1-8491 HECLA MINING COMPANY - - - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 82-0126240 - - - ---------------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6500 Mineral Drive Coeur d'Alene, Idaho 83814-8788 - - - ---------------------------------------- ---------------------- (Address of principal executive offices) (Zip Code) 208-769-4100 - - - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for at least the past 90 days. Yes XX . No . ---- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding October 31, 1994 - - - ------------------------------------- ----------------------------------- Common stock, par value 25 cents per share 48,081,919 shares 2 HECLA MINING COMPANY and SUBSIDIARIES FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1994 I N D E X Page ---- PART I. - Financial Information Item 1 - Consolidated Balance Sheets - September 30, 1994 and December 31, 1993 3 - Consolidated Statements of Operations - Three Months and Nine Months Ended September 30, 1994 and 1993 4 - Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1994 and 1993 5 - Notes to Consolidated Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 12 PART II. - Other Information Item 1 - Legal Proceedings 21 Item 6 - Exhibits and Reports on Form 8-K 21 -2- 3 PART I - FINANCIAL INFORMATION HECLA MINING COMPANY and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (dollars in thousands) September 30, December 31, 1994 1993 ------------- ------------ (Note 2) ASSETS ------ Current assets: Cash and cash equivalents $ 20,522 $ 40,031 Short-term investments 84 27,636 Accounts and notes receivable 26,023 18,841 Income tax refund receivable 785 - - Inventories 14,720 15,020 Other current assets 2,148 2,003 --------- ---------- Total current assets 64,282 103,531 Investments 5,274 6,565 Funds held in escrow 13,497 - - Properties, plants and equipment, net 261,743 229,055 Other noncurrent assets 5,310 7,002 --------- ---------- Total assets $ 350,106 $ 346,153 ========= ========== LIABILITIES ----------- Current liabilities: Accounts payable and accrued expenses $ 16,956 $ 17,312 Accrued payroll and related benefits 2,604 2,056 Preferred stock dividends payable 2,012 2,012 Accrued taxes 1,247 928 --------- ---------- Total current liabilities 22,819 22,308 Deferred income taxes 359 359 Long-term debt 1,821 50,009 Accrued reclamation costs 21,932 24,947 Other noncurrent liabilities 3,641 3,858 --------- ---------- Total liabilities 50,572 101,481 --------- ---------- SHAREHOLDERS' EQUITY -------------------- Preferred stock, 25 cents par value, authorized 5,000,000 shares, issued and outstanding - 2,300,000 liquidation preference $117,012 575 575 Common stock, 25 cents par value, authorized 100,000,000 shares; issued 1994 - 48,138,774; issued 1993 - 39,640,083 12,035 10,080 Capital surplus 328,957 265,687 Retained deficit (40,954) (30,774) Foreign currency translation adjustment (182) - - Net unrealized loss on marketable equity securities (8) (8) Less common stock reacquired at cost; 1994 - 62,355 shares, 1993 - 63,858 shares (889) (888) --------- ---------- Total shareholders' equity 299,534 244,672 --------- ---------- Total liabilities and shareholders' equity $ 350,106 $ 346,153 ========= ========== The accompanying notes are an integral part of the financial statements. -3- 4 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (dollars and shares in thousands, except for per-share amounts) Three Months Ended Nine Months Ended ---------------------------------- ---------------------------------- Sept. 30, 1994 Sept. 30, 1993 Sept. 30, 1994 Sept. 30, 1993 -------------- -------------- -------------- -------------- (Note 2) (Note 2) Sales of products $ 35,279 $ 22,605 $ 99,666 $ 72,406 --------- --------- --------- ---------- Cost of sales and other direct production costs 25,216 18,775 80,257 62,121 Depreciation, depletion and amortization 4,217 3,031 10,493 10,366 --------- --------- --------- ---------- 29,433 21,806 90,750 72,487 --------- --------- --------- ---------- Gross profit (loss) 5,846 799 8,916 (81) --------- --------- --------- ---------- Other operating expenses: General and administrative 2,611 1,783 8,950 5,318 Exploration 2,403 1,477 6,502 3,331 Depreciation and amortization 81 196 443 501 Provision for closed operations and environmental matters 449 464 1,073 912 --------- --------- --------- ---------- 5,544 3,920 16,968 10,062 --------- --------- --------- ---------- Income (loss) from operations 302 (3,121) (8,052) (10,143) --------- --------- --------- ---------- Other income (expense): Interest and other income 793 1,346 4,113 1,965 Miscellaneous income (expense) - - 169 - - 152 Gain (loss) on investments 38 27 1,129 (162) Minority interest in net loss of consolidated subsidiary - - - - - - 43 Interest expense: Total interest cost (476) (1,070) (2,523) (3,990) Less amount capitalized - - 855 1,751 2,226 --------- --------- --------- ---------- 355 1,327 4,470 234 --------- --------- --------- ---------- Income (loss) before income taxes and extraordinary loss 657 (1,794) (3,582) (9,909) Income tax (provision) benefit 159 122 272 (34) --------- --------- --------- ---------- Net income (loss) before extraordinary loss 816 (1,672) (3,310) (9,943) Extraordinary loss on early retirement of long-term debt (10) - - (833) - - --------- --------- --------- ---------- Net income (loss) 806 (1,672) (4,143) (9,943) Preferred dividends (2,013) (2,057) (6,038) (2,057) --------- --------- --------- ---------- Net loss applicable to common shareholders $ (1,207) $ (3,729) $ (10,181) $ (12,000) ========= ========= ========= ========== Net income (loss) per common share: Loss applicable to common shareholders before extraordinary loss $ (0.03) $ (0.09) $ (0.22) $ (0.32) Extraordinary loss on early retirement of long-term debt - - - - (0.02) - - --------- --------- --------- ---------- Net income (loss) per common share $ (0.03) $ (0.09) $ (0.24) $ (0.32) ========= ========= ========= ========== Cash dividends per common share $ - - $ - - $ - - $ - - ========= ========= ========= ========== Weighted average number of common shares outstanding 48,075 39,576 42,957 37,471 ========= ========= ========= ========== The accompanying notes are an integral part of the financial statements. -4- 5 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (dollars in thousands) Nine Months Ended ------------------------------------ Sept. 30, 1994 Sept. 30, 1993 -------------- -------------- (Note 2) Operating activities: Net loss $ (4,143) $ (9,943) Noncash elements included in net loss: Depreciation, depletion and amortization 10,936 10,867 Loss on disposition of properties, plants and equipment 14 28 Gain on exchange of LYONs - - (323) Extraordinary loss on early retirement of long-term debt 833 - - Accretion of interest on long-term debt 2,000 3,403 Provision for reclamation and closure costs 905 (455) Minority interest in net loss of subsidiaries - - 43 Change in: Accounts and notes receivable (7,182) 812 Income tax refund receivable (785) 390 Inventories 300 1,967 Other current assets (145) 145 Accounts payable and accrued expenses (356) 176 Dividend payable - - 2,057 Accrued payroll and related benefits 548 (192) Accrued taxes 319 391 Noncurrent liabilities (181) (2,297) --------- --------- Net cash provided by operating activities 3,063 7,069 --------- --------- Investing activities: Additions to properties, plants and equipment (57,511) (22,203) Proceeds from disposition of properties, plants and equipment 13,406 234 Purchase of investments and increase in cash surrender value of life insurance (1,926) (539) Change in funds held in escrow (13,497) - - Proceeds from maturity of short-term investments and sale of investments 30,769 - - Other, net (2,795) (3,786) --------- --------- Net cash applied to investing activities (31,554) (26,294) --------- --------- Financing activities: Common stock issued under stock option plans 1,726 853 Dividends on preferred stock (6,038) (2,057) Issuance of common stock 63,499 6,975 Early retirement of long-term debt (50,169) - - Issuance of preferred stock - - 110,360 Decrease in deferred revenue (36) - - --------- --------- Net cash provided by financing activities 8,982 116,131 --------- --------- Change in cash and cash equivalents: Net increase (decrease) in cash and cash equivalents (19,509) 96,906 Cash and cash equivalents at beginning of period 40,031 3,967 --------- --------- Cash and cash equivalents at end of period $ 20,522 $ 100,873 ========= ========= Supplemental disclosure of cash flow information: Cash paid during period for: Interest (net of amount capitalized) $ 16,497 $ 296 Income tax payments, (net of refunds) $ 397 $ (9) The accompanying notes are an integral part of the financial statements. -5- 6 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. The notes to the Company's 1993 historical financial statements included in its Form 10-K filing with the Securities and Exchange Commission and the notes to the Company's 1993 supplemental consolidated financial statements, which reflect the pooling of interests transaction between the Company and Equinox Resources Ltd. ("Equinox"), as set forth in the Company's Amendment No. 3 to Form S-3 Registration Statement filed with the Securities and Exchange Commission on May 4, 1994, substantially apply to the interim consolidated financial statements for the three and nine months ended September 30, 1994, and are not repeated here. Note 2. The financial information given in the accompanying unaudited interim consolidated financial statements reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods reported. All such adjustments are of a normal recurring nature. All financial statements presented herein are unaudited. However, the balance sheet as of December 31, 1993, was derived from the audited supplemental consolidated balance sheet described in Note 1 above. The balance sheet as of December 31, 1993, the statements of operations for the three and nine months ended September 30, 1993, and statement of cash flows for the nine months ended September 30, 1993, as previously reported, have been restated to give retroactive effect to the acquisition by the Company of Equinox on March 11, 1994, which has been treated as a pooling of interests for financial reporting and accounting purposes. Separate operating results of the combining entities for the three- and nine-month periods ended September 30, 1993 are as follows (in thousands): Three months Nine months ended ended Sept 30, Sept 30, 1993 1993 ------------ ----------- Sale of products: Hecla $ 19,542 $ 63,496 Equinox 3,063 8,910 -------- -------- $ 22,605 $ 72,406 ======== ======== Net loss applicable to common shareholders: Hecla $ 3,191 $ 9,974 Equinox 538 2,026 -------- -------- $ 3,729 $ 12,000 ======== ======== -6- 7 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES Note 3. The components of the income tax provision (benefit) for the nine months ended September 30, 1994 and 1993 are as follows (in thousands): 1994 1993 ------- ------- Current: State income taxes $ 208 $ 34 Federal income tax benefit (480) - - ------- ------- Total current provision (benefit) (272) 34 Deferred provision - - - - ------- ------- Total $ (272) $ 34 ======= ======= The Company's income tax provision (benefit) for the nine months of 1994 and 1993 varies from the amount that would have been provided by applying the statutory rate to the income before income taxes primarily due to the utilization of net operating losses. Note 4. Inventories consist of the following (in thousands): Sept 30, December 31, 1994 1993 -------- ------------ Concentrates and metals in transit and other products $ 3,496 $ 2,615 Industrial mineral products 4,314 5,260 Materials and supplies 6,910 7,145 -------- -------- $ 14,720 $ 15,020 ======== ======== Note 5 The Company has received notices from the United States Environmental Protection Agency ("EPA") that it and numerous other parties are potentially responsible to remediate alleged hazardous substance releases at several sites under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA" or "Superfund"). In addition, in the mid-1980s, the Company was named as a defendant in two separate actions brought in Federal District Court in Colorado asserting liability of the Company under CERCLA for response costs and natural resource damages associated with a superfund site located near Leadville, Colorado ("Leadville Site"). These legal proceedings were consolidated by the Federal District Court into a single legal proceeding. On January 6, 1993, the Colorado Federal District Court entered a Partial Consent Decree between the United States and the Company which resolves all issues concerning the Company's alleged liability to the United States for response costs at the Leadville Site, except for response costs related to certain mill tailings impoundments located at the Leadville Site. The Company paid the United States $450,000 under the decree. In February 1994, the Company entered into a second partial consent decree with the federal government providing for the payment by the Company of $516,000 to cover a portion of EPA's past costs at the site and a portion of the costs of the selected response action for the tailings impoundments. The consent decree has been signed by all parties, and on August 17, 1994 approved and entered by the Colorado Federal District Court. The approval of the consent decree by the -7- 8 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES Court and the Company's payment of $516,000 to the U.S. Government provided for in the decree releases the Company from liability to the federal government for all response costs under Superfund for the entire Leadville Site. In October 1989, and again in February 1990, the Company was notified by the EPA that the EPA considered the Company a Potentially Responsible Party ("PRP") at the Bunker Hill Superfund Site located at Kellogg, Idaho ("Bunker Hill Site"). The EPA has also notified a number of other companies involved in mining or smelting activities in the site area that the EPA has determined are also PRPs at the Bunker Hill Site. In February 1994, the Company and three other mining company PRPs entered into a Consent Decree with EPA and the State of Idaho pursuant to which the Company and two of the three companies signing the decree agreed to implement remediation work at a portion of the Bunker Hill Site. The remediation will primarily involve the removal and replacement of lead-contaminated soils in residential yards within the site and is estimated to be completed by the participating mining companies over the period of the next five to seven years. The Consent Decree also provides for the mining companies to reimburse EPA for a portion of the government's past costs incurred at the Bunker Hill Site. The Consent Decree has been signed by all PRPs, the EPA, and the State of Idaho, has received public comment, and is pending approval by the Federal District Court in Idaho. The Consent Decree, when entered by the court, will settle the Company's response-cost liability under Superfund at the Bunker Hill Site. The Records of Decision with respect to both the populated and nonpopulated areas for the Bunker Hill Site indicate that future remediation costs total approximately $93.0 million. Additionally, the federal government has asserted that it has incurred approximately $17.0 million in past costs at the site. Because CERCLA assigns joint and several liability among the PRPs, any one of the PRPs, including the Company, could be assessed the entire cost of remediation. However, based upon the terms of the consent decree and related agreements for the Bunker Hill Site, as described above, the Company has accrued an amount for the Company's share of such remediation and other costs that management presently believes is the most likely amount that the Company will be required to fund. The total allowance for liability for remedial activity costs at the Bunker Hill Site is $9.8 million as of September 30, 1994. Other than consulting work necessary for the implementation of the Company's allocated portion of the remedial activity at this site, the Company's accruals do not include any future legal or consulting costs. The Company does not believe that these costs will be material. In addition, the Company has not included any amounts for unasserted claims at these or any other sites because the Company's potential liability has not been asserted or established and amounts, if any, of potential liability are impossible to determine. In July 1991, the Coeur d'Alene Indian Tribe (the "Tribe") brought a lawsuit, under CERCLA, in Idaho Federal District Court against the -8- 9 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES Company and a number of other mining companies asserting claims for damages to natural resources located downstream from the Bunker Hill Site over which the Tribe alleges some ownership or control. The Company has answered the Tribe's complaint denying liability for natural resource damages and asserted a number of defenses to the Tribe's claims, including a defense that the Tribe has no ownership or control over the natural resources they assert have been damaged. In July 1992, the Idaho Federal District Court, in a separate action, determined that the Tribe does not own the beds, banks and waters of Lake Coeur d'Alene and the lower portion of its tributaries, the ownership of which is the primary basis for the natural resource damage claims asserted by the Tribe against the Company. Based upon the Tribe's appeal of the July 1992 district court ownership decision to the 9th Circuit U.S. Court of Appeals, the court in the natural resource damage litigation issued an order on October 30, 1992, staying the court proceedings in the natural resource damage litigation until a final decision is handed down on the question of the Tribe's title. In 1991, the Company initiated litigation in the Idaho State District Court in Kootenai County, Idaho, against a number of insurance carriers which provided comprehensive general liability insurance coverage to the Company and its predecessors. The Company believes that the insurance companies have a duty to defend and indemnify the Company under their policies of insurance relating to claims asserted against the Company by the EPA and the Tribe. In two separate decisions issued in August 1992 and March 1993, the court ruled that the primary insurance companies had a duty to defend the Company in the Tribe's lawsuit, but that no carrier had a duty to defend the Company in the EPA proceeding. The Company has not reduced its environmental accrual to reflect any anticipated insurance proceeds. In December 1993, Industrial Constructors Corp. ("ICC") served the Company with a complaint in Federal District Court for the District of Idaho alleging that the Company failed to comply with the terms of the contract between the Company and ICC relating to the earth moving work contracted to ICC at the Company's Grouse Creek gold project. ICC has alleged that the Company owes ICC in excess of $5.0 million not previously paid, including an approximate $1.0 million retention currently held by the Company under the terms of the contract. The Company terminated ICC's work at the Grouse Creek project effective November 26, 1993, pursuant to its rights under the contract and has contracted the second season of work originally contracted to ICC to a different earth moving contractor. The Company has answered the complaint denying the allegations of ICC and has filed a counterclaim against ICC in excess of $2.0 million for damages incurred by the Company as a result of ICC's failure to comply with the terms of the contract. In June 1994, a judgment was entered against the Company in Idaho State District Court in the amount of $10.0 million in compensatory damages and $10.0 million in punitive damages based on a jury verdict rendered in late May 1994 with respect to a lawsuit previously filed -9- 10 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES against the Company by Star Phoenix Mining Company ("Star Phoenix"), a former lessee of the Star Morning Mine over a dispute between the Company and Star Phoenix concerning the Company's November 1990 termination of the Star Phoenix lease of the Star Morning Mine property. A number of other claims by Star Phoenix and certain principals of the Star Phoenix against the Company in the lawsuit were dismissed by the State District Court. The Company's post-trial motions were denied by the State District Court, and the Company has appealed the District Court judgment to the Idaho State Supreme Court. Post-judgment interest will accrue during the appeal period; the current interest rate is 10.5%. In order to stay the ability of Star Phoenix to collect on the judgment during the pending of the appeal, the Company has posted an appeal bond in the amount of $27.2 million representing 136% of the District Court judgment. The Company pledged cash and cash equivalents totaling $10.0 million as collateral for the $27.2 million appeal bond. Although the ultimate outcome of the appeal of the judgment is subject to the inherent uncertainties of any legal proceeding, based upon the Company's analysis of the factual and legal issues associated with the proceeding before the Idaho District Court and based on the opinions of outside counsel, as of the date hereof, it is management's belief that the Company should ultimately prevail in this matter, although there can be no assurance. On September 15, 1994, the Company intervened in a lawsuit brought in the U.S. District Court in Idaho by two environmental groups against the United States Forest Service seeking to enjoin current and prospective logging, road building and mining operations within six national forests located in Idaho. The lawsuit alleges that the Forest Service failed to comply with certain obligations with respect to agency consultation under the Endangered Species Act in the planning process for these national forests. The Company's Grouse Creek project is located within one of the national forests identified in the lawsuit and could be subject to the relief requested. Recent communications betwen the applicable federal agencies regarding activities at the project indicate that additional consultation under the Endangered Species Act will be necessary for certain aspects of the Company's Grouse Creek project. Although the ultimate impact on the Grouse Creek project of any consultation under the Endangered Species Act and the pending lawsuit can not be predicted at the present time, based on the comprehensive environmental assessment completed with respect to developing the Company's Grouse Creek project and the fact that the project has recently been placed in operation, the Company's management currently does not anticipate that these matters will have a material adverse affect on the Company or its financial condition. The Company is subject to other legal proceedings and claims which have arisen in the ordinary course of its business and have not been finally adjudicated. Although the ultimate disposition of these matters and various other pending legal actions and claims is not presently determinable, it is the opinion of the Company's management, based upon the information available at this time, that the outcome of these other suits and proceedings will not have a material adverse effect on the results of operations and financial condition of the Company and its subsidiaries. Note 6. On May 11, 1994, the Company completed a public offering of 7,475,000 shares of its common stock for a price to the public of $9.125 per share and called for redemption of $109,950,000 principal amount at maturity of its outstanding Liquid Yield Option Notes ("LYONs") due 2004. After underwriting discount totaling $4,111,250 or $0.55 per -10- 11 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES share, the net proceeds to the Company totaled $63,499,000. On June 13, 1994, the Company used approximately $50.2 million of the net proceeds to redeem Hecla's outstanding LYONs. The Company recorded an extraordinary loss on early retirement of debt totaling approximately $0.8 million for the nine-month period ended September 30, 1994, which related principally to the write-off of the unamortized balance of deferred issuance costs. The Company currently intends to use the remaining proceeds from the public offering for certain development projects and other corporate purposes. Note 7. On November 10, 1994, the Company's board of directors approved a fourth quarter adjustment to earnings for asset write-downs totaling approximately $8.3 million. The write-downs relate principally to property, plant and equipment valuation adjustments at the Republic Unit ($7.3 million) and the Zenda property ($0.3 million), as well as, supplies inventory valuation adjustments at the Republic Unit ($0.7 million). Recent exploration efforts at the Republic Unit have been unsuccessful in extending the mine's ore reserves. Although the Company expects to continue exploration efforts there through 1995, the mine is scheduled to discontinue operations in early 1995. At the same meeting, the Company's board of directors also approved increasing the reclamation and closure cost accrual by a fourth quarter adjustment to earnings totaling $9.8 million. The adjustment relates primarily to estimated reclamation and closure costs at the Republic Unit ($7.4 million), the Coeur d'Alene Mining District ($1.1 million), and other miscellaneous idle properties ($1.3 million). Note 8. On August 30, 1994, the Company entered into an unsecured revolving and term loan facility, under the terms of which the Company can borrow up to $40.0 million. Amounts may be borrowed on a revolving credit basis through July 31, 1997, and are repayable in eight quarterly installments beginning on October 31, 1998. Borrowings bear interest at floating rates depending on the type of advance. During the commitment period, the Company is obligated to pay an annual fee of $130,000. The agreement contains restrictive covenants, among others, concerning the current ratio, fixed charge coverage ratio and limitations on the issuance of additional indebtedness. Amounts available under the facility are based on a debt to cash flow calculation. At September 30, 1994, there were no borrowings outstanding under the facility. -11- 12 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION The Company is primarily involved in the exploration, development, mining and processing of gold, silver, lead, zinc and industrial minerals. As such, the Company's revenues and profitability are strongly influenced by world prices of gold, silver, lead and zinc, which fluctuate widely and are affected by numerous factors beyond the Company's control, including inflation and worldwide forces of supply and demand. The aggregate effect of these factors is not possible to accurately predict. In the instances following the Company's description of changes that are attributable to more than one factor, the Company presents each attribute describing the change in descending order relative to the attribute's importance to the overall change. The Company incurred net losses applicable to common shareholders in the third quarter of 1994 and 1993 totaling $1.2 million and $3.7 million, respectively. If the current market prices of gold, silver and lead do not increase, and as a result of the Company's preferred stock dividend payment requirements, the Company expects to continue to experience net losses applicable to common shareholders, even with the start-up of the Grouse Creek project in November 1994. However, the Company's operating cash flows are expected to increase subsequent to the commencement of commercial production at this project even if metals prices remain at current levels. At present metals prices for 1994, the Company currently forecasts a net loss applicable to common shareholders in the range of $25.0 million to $30.0 million after the expected dividends to preferred shareholders totaling approximately $8.0 million for the year ending December 31, 1994. The anticipated 1994 loss includes the estimated fourth quarter adjustments to earnings for asset write-downs and reclamation and closure costs totaling $8.3 million and $9.8 million, respectively, as further described under "Financial Condition and Liquidity" and Note 7 of Notes to Consolidated Financial Statements. Due to the volatility of metals prices and the significant impact metals price changes have on the Company's operations, there can be no assurance that the actual results of operations for theyear ending December 31, 1994 will be as forecasted. The variability of metals prices requires that the Company, in assessing the impact of prices on recoverability of its assets, exercise judgment as to whether price changes are temporary or are likely to persist. The Company performs a comprehensive evaluation of the recoverability of its assets on a periodic basis. The evaluation includes a review of future cash flows against the carrying value of the assets. Moreover, a review is made on a quarterly basis to assess the impact of significant changes in market conditions and other factors. Asset write-downs may occur if the Company determines that -12- 13 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES the carrying values attributed to individual assets are not recoverable given reasonable expectations for future market conditions. In 1994, the Company expects to produce approximately 128,000 ounces of gold, including 52,000 ounces from the La Choya mine, 39,000 ounces from the Republic mine, 30,000 ounces from the American Girl mine and an additional 7,000 ounces from other sources. Assuming planned production level is attained with the start-up of the Grouse Creek project in November 1994, the Company's 1994 total gold production could increase by 31,000 ounces to 159,000 ounces, based upon its 80% interest in the project. The Company's expected gold production increase in 1994 includes a full year of production at the La Choya project and the start-up of production at the Grouse Creek project in November of 1994, which offsets the decrease in gold production at the Republic mine planned to close in early 1995. The Company's actual level of gold production for 1994 will depend, in significant part, upon the timely commencement of production at the Grouse Creek project. The Company's share of silver production for 1994 is expected to be 1.8 million ounces compared to actual 1993 silver production of 3.0 million ounces. The expected decrease in silver production is primarily due to the suspension of operations at the Greens Creek mine in April 1993 by the mine manager as well as the Lucky Friday Silver Shaft accident on August 30, 1994, which halted production there until repairs can be completed. Production at the Lucky Friday mine is expected to resume no earlier than mid-December 1994. The Company's production of industrial minerals is expected to increase in 1994 to 982,000 tons, principally due to increased shipments of feldspar, ball clay and kaolin. Additionally, the Company expects to ship 647,000 cubic yards of landscape material from its recently acquired subsidiary, Mountain West Products, acquired in late 1993. RESULTS OF OPERATIONS FIRST NINE MONTHS 1994 COMPARED TO FIRST NINE MONTHS 1993 The Company incurred a net loss of approximately $4.2 million ($0.10 per common share) in the first nine months of 1994 compared to a net loss of approximately $9.9 million ($0.27 per common share) in the same period of 1993. After $6.0 million in dividends to shareholders of the Company's Series B Cumulative Preferred Stock, the Company's net loss applicable to common shareholders for the first nine months of 1994 was approximately $10.2 million, or $0.24 per common share. This loss was due to a variety of factors, the most significant of which are discussed below in descending order of magnitude. Sales of the Company's products increased by approximately $27.3 million, or 37.6%, in the first nine months of 1994 as compared to the same period in 1993, principally the result of (1) increased product sales totaling $31.2 million, most notably from the La Choya gold mine -13- 14 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES in Mexico, which commenced production in February 1994, and Mountain West Products, which was acquired in December 1993; and (2) increases in the average prices of silver, gold and lead. These two factors were partially offset by decreased sales in the Company's metals segment, the impact of which is approximately $6.4 million, attributable to (1) the suspension of operations at the Greens Creek mine in April 1993; and (2) decreased gold production in the 1994 period at the Republic gold mine due to lower-grade ore being mined and processed. Comparing the average metal prices for the nine months of 1993 with the comparable 1994 period, gold increased by 8% from $355 per ounce to $384 per ounce, silver increased by 27% from $4.20 per ounce to $5.33 per ounce, lead increased by 28% from $0.18 per pound to $0.23 per pound. Cost of sales and other direct production costs increased approximately $18.1 million, or 29%, in the first nine months of 1994 compared to the same period in 1993, primarily a result of (1) production costs incurred during the 1994 period at Mountain West Products (acquired in December 1993) totaling approximately $9.4 million; (2) production costs at the La Choya mine during the 1994 period totaling approximately $8.2 million, due to the commencement of operations in early 1994; (3) increased operating costs at the American Girl Joint Venture totaling $2.4 million; and (4) increases in operating costs at various other operations totaling approximately $5.5 million. These increases in cost of sales and other direct production costs were partially offset by decreases in operating costs at other operations totaling approximately $6.8 million, the most notable of which is the Greens Creek mine, where decreased operating costs are the result of the suspension of operations there in April 1993. Cost of sales and other direct production costs as a percentage of sales from products decreased from 86% in the first nine months of 1993 to 81% in the comparable 1994 period, primarily due to increases in production and average metals prices realized in the metals division, as well as improved sales within the industrial minerals segment during the 1994 period. Cash and full production cost per gold ounce increased from $235 and $302 for the first nine months of 1993 to $270 and $331 for the comparable 1994 period, respectively. The increases in both the cash and full cost per gold ounce are mainly attributed to the initial start-up costs at the La Choya gold mine in Mexico and decreased gold production from the Republic and American Girl gold mines due to declining ore grades. Cash and full production cost per silver ounce increased from $5.21 and $6.64 for the first nine months of 1993 to $5.73 and $7.00 for the comparable 1994 period, respectively. The increases in both the cash and full cost per silver ounce are due primarily to lower silver, lead and zinc production from the Lucky Friday mine in the 1994 period, -14- 15 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES resulting from decreased tons of ore milled and decreased ore grades. These were partially offset by an increase in the average price of lead in the 1994 period. Lead and zinc are by-products in the ore processing at the Lucky Friday mine, the net revenues from which are deducted from production costs in the calculation of production cost per ounce. Other operating expenses increased by approximately $7.0 million, or 69% from the 1993 period to the 1994 period, due principally to (1) increased general and administrative costs of $3.6 million attributable primarily to costs totaling approximately $2.2 million incurred in connection with the March 11, 1994 acquisition of Equinox Resources Ltd. ("Equinox"); and (2) increased exploration expenditures totaling approximately $3.2 million relating principally to the Greens Creek and La Choya mines, as well as, the Grouse Creek project. Other income (expense) reported income of approximately $4.5 million in the 1994 period compared to income of $0.2 million in the 1993 period. The increase in reported income is primarily due to (1) an increase in royalty income of approximately $2.2 million in the 1994 period; (2) decreased interest expense totaling $1.6 million in the 1994 period due to the June 1994 retirement of long-term debt; (3) the January 1994 sale of the Company's investment in Granduc Mines Ltd. resulting in a gain of $1.3 million; and (4) increased interest income of $0.5 million in the 1994 period earned on the investment of proceeds from the Company's June 1993 public offering of the Series B Cumulative Convertible Preferred Stock and the May 1994 public offering of the Company's common stock. During the 1994 period, the Company recorded an extraordinary loss totaling approximately $0.8 million on the early retirement of long-term debt as further described in Note 6 of Notes to Consolidated Financial Statements. The loss relates principally to the write-off of the unamortized balance of deferred issuance costs. THREE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1993 The Company reported net income of approximately $0.8 million ($0.02 per common share) in the third quarter of 1994 compared to a net loss of approximately $1.7 million ($0.04 per common share) in the same period of 1993. After $2.0 million in dividends to shareholders of the Company's Series B Cumulative Preferred Stock in both periods, the Company's net loss applicable to common shareholders was $1.2 million ($0.03 per common share) and $3.7 million ($0.09 per common share) for the third quarter of 1994 and 1993, respectively. The loss was due to a variety of factors, the most significant of which are discussed below in descending order of magnitude. Sales of the Company's products increased by approximately $12.7 million, or 56%, in the third quarter of 1994 as compared to the same period in 1993, principally the result of (1) increased product sales -15- 16 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES totaling $12.7 million, most notably from the La Choya gold mine in Mexico, which commenced production in February 1994, Mountain West Products, which was acquired in December 1993, and K-T Clay de Mexico, which commenced operations in early 1994; and (2) increases in the average prices of lead, silver, and gold, the impact of which is estimated to be approximately $1.5 million. These two factors were partially offset by decreased sales in the metals segment, the impact of which is approximately $1.5 million, attributable principally to (1) the temporary suspension of operations at the Lucky Friday mine resulting from the Silver Shaft accident on August 30, 1994; and (2) decreased gold production in the 1994 period at the Republic gold mine due to lower-grade ore being mined and processed. Comparing the average metal prices for the third quarter of 1993 with the comparable 1994 period, gold increased by 3% from $375 per ounce to $385 per ounce, silver increased by 14% from $4.67 per ounce to $5.34 per ounce, lead increased by 59% from $0.17 per pound to $0.27 per pound. Cost of sales and other direct production costs increased approximately $6.4 million, or 34%, in the third quarter of 1994 compared to the same period in 1993, primarily a result of (1) production costs at the La Choya mine during the 1994 period totaling approximately $3.0 million due to the commencement of operations in 1994; (2) production costs during the 1994 period at Mountain West Products (acquired in December 1993) totaling approximately $2.3 million; and (3) increases in operating costs at various other operations totaling approximately $2.9 million. These increases in cost of sales and other direct production costs were partially offset by decreases in operating costs at other operations totaling approximately $1.8 million, the most notable of which is the temporary suspension of operations at the Lucky Friday mine effective August 30, 1994, noted above. Cost of sales and other direct production costs as a percentage of sales from products decreased from 83% in the third quarter of 1993 to 71% in the comparable 1994 period, primarily due to increases in production and average metals prices realized in the metals division, as well as, improved sales within the industrial minerals segment during the 1994 period. Cash and full production cost per gold ounce decreased from $233 and $299 for the third quarter of 1993 to $213 and $279 for the comparable 1994 period, respectively. The decreases in both the cash and full cost per gold ounce are mainly attributed to the commencement of operations at the La Choya gold mine in Mexico. Partially offsetting the decrease in the cash cost per gold ounce is an increased per gold ounce cost at the American Girl gold mine resulting principally from declining ore grade. Cash and full production cost per silver ounce decreased from $6.69 and $8.03 for the third quarter of 1993 to $4.50 and $5.84 for the comparable 1994 period, respectively. The decreases in both the cash -16- 17 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES and full cost per silver ounce are due primarily to an increase in the average price of lead in the 1994 period. Lead and zinc are by-products in the ore processing at the Lucky Friday mine, the net revenues from which are deducted from production costs in the calculation of production cost per ounce. Depreciation, depletion and amortization increased by approximately $1.2 million, or 39%, in the third quarter of 1994 as compared to the comparable 1993 period, primarily a result of the commencement of operations at the La Choya gold mine in 1994 ($1.8 million increase in depreciation), partially offset by the fourth quarter 1993 write-down of the American Girl mine carrying value, the impact of which reduced depreciation expense in the 1994 period by $0.6 million. Other operating expenses increased by approximately $1.6 million, or 41% from the 1993 period to the 1994 period, due principally to (1) increased general and administrative costs totaling $0.8 million attributable primarily to an increase in the accrual for nonqualifying stock options and other increases; and (2) increased exploration expenditures totaling approximately $0.9 million relating principally to the Greens Creek and La Choya mines, as well as, the Grouse Creek project. Other income (expense) reported income of approximately $0.4 million in the 1994 period compared to income of $1.3 million in the 1993 period. The decrease in reported income is primarily due to (1) a decrease in interest and other income totaling $0.5 million in the 1994 period resulting from declining cash and short-term investment balances as the Grouse Creek project required cash for construction; and (2) decreased interest expense totaling $0.6 million in the 1994 period due to the June 1994 retirement of long-term debt. FINANCIAL CONDITION AND LIQUIDITY A substantial portion of the Company's revenue is derived from the sale of products, the prices of which are affected by numerous factors beyond the Company's control. Prices may change dramatically in short periods of time and such changes have a significant effect on revenues, profits and liquidity of the Company. The Company is subject to many of the same inflationary pressures as the U.S. economy in general. The Company continues to implement cost-cutting measures in an effort to reduce per unit production costs. Management believes, however, that the Company may not be able to continue to offset the impact of inflation over the long term through cost reductions alone. However, the market prices for products produced by the Company have a much greater impact than inflation on the Company's revenues and profitability. Moreover, the discovery, development and acquisition of mineral properties are in many instances unpredictable events. Future metals prices, the success of exploration programs, changes in legal and regulatory requirements, and other property transactions can have a significant impact on the need for capital. -17- 18 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES At September 30, 1994, assets totaled approximately $350.1 million and shareholders' equity totaled approximately $299.5 million. Cash, cash equivalents and short-term investments decreased by $47.2 million to $20.5 million at September 30, 1994 from $67.7 million at the end of 1993. The major sources of cash during this perioc were (1) proceeds totaling approximately $63.5 million from the Company's May 1994 public offering of 7,475,000 shares of its common stock as described further in Note 6 of Notes to Consolidated Financial Statements; (2) the maturity of short-term investments and sale of other investments totaling approximately $30.1 million; (3) proceeds totaling approximately $13.3 million from the sale of a 20% undivided interest in the Grouse Creek project; and (4) proceeds of $1.7 million from common stock issued under stock option plans. The primary uses of cash were (1) approximately $57.5 million expended for properties, plants and equipment principally for ongoing development of the Grouse Creek and Rosebud projects totaling $45.3 million and $4.2 million, respectively, and expenditures at the clay slurry facility in Mexico totaling $1.3 million; (2) approximately $50.2 million required to redeem the Company's outstanding long-term debt (see Note 6 of Notes to Consolidated Financial Statements); (3) approximately $13.5 million primarily for the purchase of restricted investments for bonding requirements in connection with the Star Phoenix judgment as further described in Note 5 of Notes to Consolidated Financial Statements; (4) increases in accounts receivable totaling $7.2 million principally relating to the increase at the La Choya mine, which commenced operations in early 1994, and increases in accounts receivable at other locations; and (5) preferred dividend payments totaling approximately $6.0 million. The Company estimates that remaining capital expenditures to be incurred in the balance of 1994 will be approximately $11.5 million. These expenditures consist primarily of (1) the Company's share of further development expenditures at the Grouse Creek project totaling approximately $7.0 million; and (2) development expenditures at the Rosebud project totaling approximately $2.0 million. The Company intends to finance these capital expenditures through a combination of (1) existing cash and cash equivalents; and (2) cash flow from operating activities. In addition, the Company may borrow funds from its revolving and term credit facility (described below) which, subject to certain conditions, provides for borrowings up to a maximum of $40.0 million. The Company's estimate of its capital expenditure requirements assume, with respect to the Grouse Creek, Greens Creek and Oro Cruz properties, that the Company's joint venture partners do not default with respect to their obligations to contribute their respective portions of development costs and capital expenditures. The Company's planned environmental and reclamation expenditures for the balance of 1994 are expected to be approximately $1.4 million, principally for environmental and reclamation activities at the Bunker Hill Superfund Site and the Coeur d'Alene River Basin. -18- 19 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES Exploration expenditures for the balance of 1994 are estimated to be approximately $1.6 million. The Company's exploration strategy is to focus further exploration at or in the vicinity of its currently owned properties. Accordingly, these exploration expenditures will be incurred principally at Republic, Grouse Creek, La Choya, and Greens Creek. As described in Note 7 of Notes to Consolidated Financial Statements, exploration efforts at the Republic gold mine have been unsuccessful to date in extending ore reserves. The mine is now scheduled for shutdown in early 1995. On November 10, 1994, the Company's board of directors approved a fourth quarter adjustment to earnings for asset write- downs totaling $8.3 million, of which, $8.0 relates to the Republic gold mine. At the same meeting, the board of directors approved increasing the reclamation and closure cost accrual in the fourth quarter by $9.8 million. The adjustment relates primarily to estimated reclamation and closure costs at Republic ($7.4 million), the Coeur d'Alene Mining District ($1.1 million), and other miscellaneous idle properties ($1.3 million). On August 30, 1994, the hoist at the Lucky Friday mine experienced a mechanical failure and the ore conveyance unit fell over 6,000 feet to the bottom of the shaft. Since that time the mine has experienced no production as all hoisting capabilities have been inoperative. The accident is covered by property damage and business interruption insurance which is expected to cover substantially all costs other than certain deductibles not considered significant. Phased-in production will commence after repair and rehabilitation is complete, which is expected no earlier than mid-December 1994. On August 30, 1994, the Company entered into an unsecured revolving and term loan facility, under the terms of which the Company can borrow up to $40.0 million. Amounts may be borrowed on a revolving credit basis through July 31, 1997, and are repayable in eight quarterly installments beginning on October 31, 1998. Borrowings bear interest at floating rates depending on the type of advance. During the commitment period, the Company is obligated to pay an annual fee of $130,000. The agreement contains restrictive covenants, among others, concerning the current ratio, fixed charge coverage ratio and limitations on the issuance of additional indebtedness. Amounts available under the facility are based on a debt to cash flow calculation. At September 30, 1994, there were no borrowings outstanding under the facility. As further described in Note 5 of Notes to Consolidated Financial Statements, the Company has been notified by the EPA that it has been designated by the EPA as a potentially responsible party with respect to several Superfund sites. At September 30, 1994, the Company's allowance for Superfund site remedial action costs was approximately $8.9 million, which the Company believes is adequate based on current estimates of aggregate costs. In addition, as described in Note 5 of Notes to Consolidated Financial Statements, the Company is a defendant in two other significant actions. The first action was filed in November 1990 by Star Phoenix -19- 20 PART I - FINANCIAL INFORMATION (Continued) HECLA MINING COMPANY and SUBSIDIARIES and certain principals of Star Phoenix, asserting that the Company breached the terms of Star Phoenix's lease agreement for the Company's Star Morning Mine and that the Company interfered with certain contractual relationships of Star Phoenix relating to the Company's 1990 termination of such lease agreement. In June 1994, judgment was entered by the Idaho State District Court against the Company in the legal proceeding in the amount of $10.0 million in compensatory damages and $10.0 million in punitive damages based on a jury verdict rendered in the case in late May 1994. The Company's post-trial motions were denied by the District Court, and the Company has appealed the judgment to the Idaho State Supreme Court. Post-judgment interest will accrue during the appeal period; the current interest rate is 10.5%. In order to stay the ability of Star Phoenix to collect on the judgment during the pending of the appeal, the Company posted an appeal bond in the amount $27.2 million representing 136% of the District Court judgment. The Company pledged cash and cash equivalents totaling $10.0 million as collateral for the $27.2 million bond. Although the ultimate outcome of the appeal of the judgment is subject to the inherent uncertainties of any legal proceeding, based on the Company's analysis of the factual and legal issues associated with the proceeding before the District Court and based upon the opinions of outside counsel, as of the date hereof, it is management's belief that the Company should ultimately prevail in this matter, although there can be no assurance in this regard. The Company's appeal to the Idaho State Supreme Court of the Star Phoenix judgment is further described in Note 5 of Notes to Consolidated Financial Statements. The second action was filed by Industrial Constructors Corp. ("ICC") in December 1993 alleging that the Company failed to comply with the terms of a contract between the Company and ICC related to the Company's Grouse Creek gold project. ICC is claiming damages in excess of $5.0 million including a $1.0 million retention held by the Company under the contract. The Company has answered the complaint denying ICC's allegations and has filed a counterclaim against ICC asserting damages in excess of $2.0 million. In addition to these two actions, the Company has intervened in a lawsuit involving the U.S. Forest Service in Idaho, which could impact the Grouse Creek project (see Note 5 of Notes to Consolidated Financial Statements). Although the ultimate disposition of these matters and various other pending legal actions and claims is not presently determinable, it is the opinion of the Company's management, based upon the information available at this time, that the outcome of these suits and proceedings will not have a material adverse effect on the results of operations and financial condition of the Company and its subsidiaries. -20- 21 PART II - OTHER INFORMATION HECLA MINING COMPANY and SUBSIDIARIES ITEM 1. LEGAL PROCEEDINGS Reference is made to Note 5 of Notes to Consolidated Financial Statements in Part I. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.1(a) - Credit Agreement between Hecla Mining Company and Certain Subsidiaries and NationsBank of Texas, N.A., as Agent, and Certain Banks, as lenders, $40,000,000, dated August 30, 1994 13.1 - Third Quarter Report to Shareholders for the quarter ending September 30, 1994, for release dated November 3, 1994 27 - Financial Data Schedule (b) Reports on Form 8-K Report on Form 8-K dated July 28, 1994, related to Star Phoenix litigation and Second Quarter 1994 Report to Shareholders (Item 5) Items 2, 3, 4 and 5 of Part II are omitted from this report as inapplicable. -21- 22 HECLA MINING COMPANY and CONSOLIDATED 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 10, 1994 By /s/ ARTHUR BROWN -------------------------------- Arthur Brown, Chairman, President and Chief Executive Officer Date: November 10, 1994 By /s/ J. T. HEATHERLY -------------------------------- J. T. Heatherly, Vice President - Controller (Chief Accounting Officer) -22- 23 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 10.1(a) - Credit Agreement between Hecla Mining Company and Certain Subsidiaries and NationsBank of Texas, N.A., as Agent, and Certain Banks, as lenders, $40,000,000, dated August 30, 1994 13.1 - Third Quarter Report to Shareholders for the quarter ending September 30, 1994, for release dated November 3, 1994 27 - Financial Data Schedule