Supplemental Guarantor Information

6 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

The following Consolidating Financial Statements are presented to satisfy disclosure requirements of Rule 3-10 of Regulation S-X resulting from the guarantees by Coeur Alaska, Inc., Coeur Explorations, Inc., Coeur Rochester, Inc., Coeur South America Corp., Wharf Resources (U.S.A.), Inc. and its subsidiaries, Coeur Capital, Inc., Coeur Sterling, Inc., Sterling Intermediate Holdco, Inc., and Coeur Sterling Holdings LLC (collectively, the “Subsidiary Guarantors”) of the 2024 Senior Notes. The following schedules present Consolidating Financial Statements of (a) Coeur, the parent company; (b) the Subsidiary Guarantors; and (c) certain wholly-owned domestic and foreign subsidiaries of the Company (collectively, the “Non-Guarantor Subsidiaries”). Each of the Subsidiary Guarantors is 100% owned by Coeur and the guarantees are full and unconditional and joint and several obligations. There are no restrictions on the ability of Coeur to obtain funds from the Subsidiary Guarantors by dividend or loan.

CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 30, 2019



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,687		$	9,334		$	25,886		$	—		$	37,907
Receivables	(55		)	8,426			30,124			—			38,495
Ore on leach pads	—			72,310			—			—			72,310
Inventory	—			26,853			32,195			—			59,048
Prepaid expenses and other	4,726			1,158			6,182			—			12,066
	7,358			118,081			94,387			—			219,826
NON-CURRENT ASSETS
Property, plant and equipment, net	2,424			175,694			120,808			—			298,926
Mining properties, net	4,753			230,515			710,571			—			945,839
Ore on leach pads	—			76,910			—			—			76,910
Restricted assets	1,462			206			7,062			—			8,730
Equity and debt securities	19,457			—			—			—			19,457
Receivables	—			1,300			30,571			—			31,871
Net investment in subsidiaries	540,528			161			(187		)	(540,502		)	—
Other	299,315			56,935			12,889			(293,468		)	75,671
TOTAL ASSETS	$	875,297		$	659,802		$	976,101		$	(833,970	)	$	1,677,230

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	2,692		$	23,691		$	39,293		$	—		$	65,676
Other accrued liabilities	4,846			43,692			67,649			—			116,187
Debt	—			14,637			7,135			—			21,772
Reclamation	—			1,911			4,641			—			6,552
	7,538			83,931			118,718			—			210,187
NON-CURRENT LIABILITIES
Debt	299,237			33,176			309,260			(293,468		)	348,205
Reclamation	—			86,112			47,015			—			133,127
Deferred tax liabilities	2,374			3,857			55,422			—			61,653
Other long-term liabilities	4,624			42,348			30,640			—			77,612
Intercompany payable (receivable)	(284,921		)	266,253			18,668			—			—
	21,314			431,746			461,005			(293,468		)	620,597
STOCKHOLDERS’ EQUITY
Common stock	2,219			20,309			214,400			(234,709		)	2,219
Additional paid-in capital	3,492,736			165,108			2,063,251			(2,228,359		)	3,492,736
Accumulated deficit	(2,648,510		)	(41,292		)	(1,881,273		)	1,922,566			(2,648,509		)
Accumulated other comprehensive income (loss)	—			—			—			—			—
	846,445			144,125			396,378			(540,502		)	846,446
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	875,297		$	659,802		$	976,101		$	(833,970	)	$	1,677,230

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2018



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	9,768		$	25,518		$	79,795		$	—		$	115,081
Receivables	5,333			5,505			18,906			—			29,744
Ore on leach pads	—			75,122			—			—			75,122
Inventory	—			31,678			34,601			—			66,279
Prepaid expenses and other	4,378			1,846			5,169			—			11,393
Assets held for sale	—			—			—			—			—
	19,479			139,669			138,471			—			297,619
NON-CURRENT ASSETS
Property, plant and equipment, net	2,755			179,152			116,544			—			298,451
Mining properties, net	4,753			235,638			731,176			—			971,567
Ore on leach pads	—			66,964			—			—			66,964
Restricted assets	4,872			207			7,054			—			12,133
Equity and debt securities	17,797			9			—			—			17,806
Receivables	—			1,301			29,850			—			31,151
Net investment in subsidiaries	594,584			57			284			(594,925		)	—
Other	291,249			11,619			2,169			(288,228		)	16,809
TOTAL ASSETS	$	935,489		$	634,616		$	1,025,548		$	(883,153	)	$	1,712,500

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	2,181		$	19,244		$	25,785		—			$	47,210
Other accrued liabilities	22,274			14,124			46,221			—			82,619
Debt	—			16,873			8,064			—			24,937
Reclamation	—			1,911			4,641			—			6,552
	24,455			52,152			84,711			—			161,318
NON-CURRENT LIABILITIES
Debt	380,854			36,377			304,886			(288,228		)	433,889
Reclamation	—			84,092			44,902			—			128,994
Deferred tax liabilities	218			3,855			74,997			—			79,070
Other long-term liabilities	2,465			4,639			49,613			—			56,717
Intercompany payable (receivable)	(325,014		)	303,084			21,930			—			—
	58,523			432,047			496,328			(288,228		)	698,670
STOCKHOLDERS’ EQUITY
Common stock	2,033			19,630			214,400			(234,030		)	2,033
Additional paid-in capital	3,443,082			164,506			2,043,869			(2,208,375		)	3,443,082
Accumulated deficit	(2,592,545		)	(33,719		)	(1,813,760		)	1,847,480			(2,592,544		)
Accumulated other comprehensive income (loss)	(59		)	—			—			—			(59		)
	852,511			150,417			444,509			(594,925		)	852,512
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	935,489		$	634,616		$	1,025,548		$	(883,153	)	$	1,712,500

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED JUNE 30, 2019



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	90,854		$	71,269		$	—		$	162,123
COSTS AND EXPENSES
Costs applicable to sales⁽¹⁾	—			69,291			62,657			—			131,948
Amortization	219			18,726			24,259			—			43,204
General and administrative	5,982			570			1,198			—			7,750
Exploration	350			2,085			3,284			—			5,719
Pre-development, reclamation, and other	80			1,989			2,265			—			4,334
Total costs and expenses	6,631			92,661			93,663			—			192,955
OTHER INCOME (EXPENSE), NET
Fair value adjustments, net	(5,288		)	(8		)	—			—			(5,296		)
Other, net	5,093			273			(413		)	(4,310		)	643
Interest expense, net of capitalized interest	(5,815		)	(508		)	(4,812		)	4,310			(6,825		)
Total other income (expense), net	(6,010		)	(243		)	(5,225		)	—			(11,478		)
Income (loss) from continuing operations before income and mining taxes	(12,641		)	(2,050		)	(27,619		)	—			(42,310		)
Income and mining tax (expense) benefit	(311		)	(1,116		)	6,973			—			5,546
Income (loss) from continuing operations	(12,952		)	(3,166		)	(20,646		)	—			(36,764		)
Equity income (loss) in consolidated subsidiaries	(23,814		)	(212		)	(23		)	24,049			—
NET INCOME (LOSS)	$	(36,766	)	$	(3,378	)	$	(20,669	)	$	24,049		$	(36,764	)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Other comprehensive income (loss)	—			—			—			—			—
COMPREHENSIVE INCOME (LOSS)	$	(36,766	)	$	(3,378	)	$	(20,669	)	$	24,049		$	(36,764	)

(1) Excludes amortization.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED JUNE 30, 2018



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	99,243		$	70,744		$	—		$	169,987
COSTS AND EXPENSES
Costs applicable to sales⁽¹⁾	—			77,935			30,311			—			108,246
Amortization	236			14,587			14,636			—			29,459
General and administrative	7,634			9			7			—			7,650
Exploration	326			2,799			3,304			—			6,429
Pre-development, reclamation, and other	204			1,988			1,428			—			3,620
Total costs and expenses	8,400			97,318			49,686			—			155,404
OTHER INCOME (EXPENSE), NET
Fair value adjustments, net	(2,356		)	(106		)	—			—			(2,462		)
Other, net	4,829			513			(902		)	(3,896		)	544
Interest expense, net of capitalized interest	(5,258		)	(367		)	(4,289		)	3,896			(6,018		)
Total other income (expense), net	(2,785		)	40			(5,191		)	—			(7,936		)
Income (loss) from continuing operations before income and mining taxes	(11,185		)	1,965			15,867			—			6,647
Income and mining tax (expense) benefit	(922		)	(1,388		)	(1,407		)	—			(3,717		)
Income (loss) from continuing operations	(12,107		)	577			14,460			—			2,930
Equity income (loss) in consolidated subsidiaries	15,036			(28		)	(246		)	(14,762		)	—
NET INCOME (LOSS)	$	2,929		$	549		$	14,214		$	(14,762	)	$	2,930
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Unrealized gain (loss) on marketable securities, net of tax	(87		)	—			—			—			(87		)
COMPREHENSIVE INCOME (LOSS)	$	2,842		$	549		$	14,214		$	(14,762	)	$	2,843

(1) Excludes amortization.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED JUNE 30, 2019



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	(43,768	)	$	43,095			$	3,059			$	24,049		$	26,435

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(72		)	(7,820		)		(12,857		)		—			(20,749		)
Proceeds from the sale of assets	—			57				—				—			57
Sales of investments	1,102			—				—				—			1,102
Proceeds from notes receivable	2,000			—				—				—			2,000
Other	230			113				(66		)		—			277
Investments in consolidated subsidiaries	23,725			85				239				(24,049		)	—
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	26,985			(7,565		)		(12,684		)		(24,049		)	(17,313		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock	48,887			—				—				—			48,887
Payments on debt, capital leases, and associated costs	(82,702		)	(5,753		)		(2,357		)		—			(90,812		)
Net intercompany financing activity	41,479			(30,949		)	1	(10,530		)	1	—			—
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	7,664			(36,702		)		(12,887		)		—			(41,925		)
Effect of exchange rate changes on cash and cash equivalents	—			(1		)		57				—			56
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(9,119		)	(1,173		)		(22,455		)		—			(32,747		)
Cash, cash equivalents and restricted cash at beginning of period	13,162			10,581				48,279				—			72,022
Cash, cash equivalents and restricted cash at end of period	$	4,043		$	9,408			$	25,824			$	—		$	39,275

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED JUNE 30, 2018



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	8,363		$	20,720		$	(15,615	)	$	(14,762	)	$	(1,294	)

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(101		)	(12,537		)	(28,527		)	—			(41,165		)
Proceeds from the sale of assets	23			73			—			—			96
Purchase of investments	(39		)	—			—			—			(39		)
Sales of investments	10,753			388			—			—			11,141
Other	(79		)	109			(63		)	—			(33		)
Investments in consolidated subsidiaries	(15,037		)	28			247			14,762			—
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	(4,480		)	(11,939		)	(28,343		)	14,762			(30,000		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt, capital leases, and associated costs	—			(2,532		)	(1,841		)	—			(4,373		)
Net intercompany financing activity	(13,987		)	3,354			10,633			—			—
Other	(233		)	—			—			—			(233		)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(14,220		)	822			8,792			—			(4,606		)
Effect of exchange rate changes on cash and cash equivalents	—			(6		)	(169		)	—			(175		)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(10,337		)	9,597			(35,335		)	—			(36,075		)
Cash and cash equivalents at beginning of period	34,569			30,603			106,929			—			172,101
Cash and cash equivalents at end of period	$	24,232		$	40,200		$	71,594		$	—		$	136,026

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

SIX MONTHS ENDED JUNE 30, 2019



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	181,553		$	135,440		$	—		$	316,993
COSTS AND EXPENSES
Costs applicable to sales⁽¹⁾				141,313			122,285			—			263,598
Amortization	440			37,171			47,469			—			85,080
General and administrative	15,456			570			1,198			—			17,224
Exploration	686			3,209			5,538			—			9,433
Pre-development, reclamation, and other	240			3,932			4,596			—			8,768
Total costs and expenses	16,822			186,195			181,086			—			384,103
OTHER INCOME (EXPENSE), NET
Fair value adjustments, net	3,832			(8		)	—			—			3,824
Other, net	10,091			438			(1,213		)	(8,613		)	703
Interest expense, net of capitalized interest	(11,544		)	(900		)	(9,448		)	8,613			(13,279		)
Total other income (expense), net	2,379			(470		)	(10,661		)	—			(8,752		)
Income (loss) from continuing operations before income and mining taxes	(14,443		)	(5,112		)	(56,307		)	—			(75,862		)
Income and mining tax (expense) benefit	(2,388		)	(1,148		)	17,740			—			14,204
Income (loss) from continuing operations	(16,831		)	(6,260		)	(38,567		)	—			(61,658		)
Equity income (loss) in consolidated subsidiaries	(44,829		)	(630		)	260			45,199			—
Income (loss) from discontinued operations	5,693			—			—			—			5,693
NET INCOME (LOSS)	$	(55,967	)	$	(6,890	)	$	(38,307	)	$	45,199		$	(55,965	)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Unrealized gain (loss) on debt securities, net of tax	59			—			—			—			59
COMPREHENSIVE INCOME (LOSS)	$	(55,908	)	$	(6,890	)	$	(38,307	)	$	45,199		$	(55,906	)

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

SIX MONTHS ENDED JUNE 30, 2018



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	192,473		$	140,781		$	—		$	333,254
COSTS AND EXPENSES
Costs applicable to sales⁽¹⁾	—			146,180			61,406			—			207,586
Amortization	482			28,792			30,962			—			60,236
General and administrative	16,431			12			11			—			16,454
Exploration	785			5,044			7,283			—			13,112
Pre-development, reclamation, and other	610			3,935			3,300			—			7,845
Total costs and expenses	18,308			183,963			102,962			—			305,233
OTHER INCOME (EXPENSE), NET
Fair value adjustments, net	2,590			(398		)	—			—			2,192
Other, net	9,304			376			(1,008		)	(7,615		)	1,057
Interest expense, net of capitalized interest	(10,341		)	(720		)	(8,537		)	7,615			(11,983		)
Total other income (expense), net	1,553			(742		)	(9,545		)	—			(8,734		)
Income (loss) from continuing operations before income and mining taxes	(16,755		)	7,768			28,274			—			19,287
Income and mining tax (expense) benefit	716			(2,508		)	(13,874		)	—			(15,666		)
Income (loss) from continuing operations	(16,039		)	5,260			14,400			—			3,621
Equity income (loss) in consolidated subsidiaries	19,200			(66		)	(416		)	(18,718		)	—
Income (loss) from discontinued operations	1,010			(284		)	(176		)	—			550
NET INCOME (LOSS)	$	4,171		$	4,910		$	13,808		$	(18,718	)	$	4,171
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Unrealized gain (loss) on debt securities, net of tax	(365		)	—			—			—			(365		)
COMPREHENSIVE INCOME (LOSS)	$	3,806		$	4,910		$	13,808		$	(18,718	)	$	3,806

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2019



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	(78,163	)	$	51,563		$	(8,010	)	$	45,199		$	10,589

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(110		)	(22,251		)	(25,826		)	—			(48,187		)
Proceeds from the sale of assets	—			810			94			—			904
Sales of investments	1,102			—			—			—			1,102
Proceeds from notes receivable	7,168			—			—			—			7,168
Other	2,032			113			(127		)	—			2,018
Investments in consolidated subsidiaries	44,740			85			374			(45,199		)	—
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	54,932			(21,243		)	(25,485		)	(45,199		)	(36,995		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock	48,887			—			—			—			48,887
Issuance of notes and bank borrowings, net of issuance costs	15,000			—			—			—			15,000
Payments on debt, capital leases, and associated costs	(97,807		)	(10,140		)	(5,326		)	—			(113,273		)
Net intercompany financing activity	51,705			(36,306		)	(15,399		)	—			—
Other	(3,259		)	—			—			—			(3,259		)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	14,526			(46,446		)	(20,725		)	—			(52,645		)
Effect of exchange rate changes on cash and cash equivalents	—			2			255			—			257
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(8,705		)	(16,124		)	(53,965		)	—			(78,794		)
Cash, cash equivalents and restricted cash at beginning of period	12,748			25,532			79,789			—			118,069
Cash, cash equivalents and restricted cash at end of period	$	4,043		$	9,408		$	25,824		$	—		$	39,275

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2018



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by (used in) activities of continuing operations	$	425		$	26,115		$	6,425		$	(18,718	)	14,247
Cash provided by (used in) activities of discontinued operations	—			—			(2,690		)	—			(2,690		)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	425			26,115			3,735			(18,718		)	11,557

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(184		)	(26,878		)	(56,448		)	—			(83,510		)
Proceeds from the sale of assets	23			133			—			—			156
Purchase of investments	(400		)	—			—			—			(400		)
Sales of investments	11,820			940			—			—			12,760
Other	(79		)	109			(128		)	—			(98		)
Investments in consolidated subsidiaries	(19,199		)	65			416			18,718			—
Cash provided by (used in) activities of continuing operations	(8,019		)	(25,631		)	(56,160		)	18,718			(71,092		)
Cash provided by (used in) activities of discontinued operations	—			—			(28,470		)	—			(28,470		)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	(8,019		)	(25,631		)	(84,630		)	18,718			(99,562		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes and bank borrowings, net of issuance costs	15,000			—			—			—			15,000
Payments on debt, capital leases, and associated costs	—			(4,927		)	(17,895		)	—			(22,822		)
Net intercompany financing activity	(34,368		)	(7,592		)	41,960			—			—
Other	(4,839		)	—			—			—			(4,839		)
Cash provided by (used in) activities of continuing operations	(24,207		)	(12,519		)	24,065			—			(12,661		)
Cash provided by (used in) activities of discontinued operations	—			—			(22		)	—			(22		)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(24,207		)	(12,519		)	24,043			—			(12,683		)
Effect of exchange rate changes on cash and cash equivalents	—			(4		)	386			—			382
Less net cash provided by (used in) discontinued operations	—			—			(32,930		)	—			(32,930		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(31,801		)	(12,039		)	(23,536		)	—			(67,376		)
Cash, cash equivalents and restricted cash at beginning of period	56,033			52,239			95,130			—			203,402
Cash, cash equivalents and restricted cash at end of period	$	24,232		$	40,200		$	71,594		$	—		$	136,026