コーマイニングの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

___________________________________________

FORM 10-Q

___________________________________________


☑			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2023


☐			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 001-08641

____________________________________________

COEUR MINING, INC.

(Exact name of registrant as specified in its charter)

____________________________________________

Delaware

82-0109423

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

200 S. Wacker Dr.

Suite 2100

Chicago,

Illinois

60606

(Address of principal executive offices)

(Zip Code)

(312) 489-5800

(Registrant’s telephone number, including area code)

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 $.01 per share)	CDE	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☑ 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 such files.) Yes ☑ 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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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 ☑

The Company has 600,000,000 shares of common stock, par value of $0.01, authorized of which 353,163,705 shares were issued and outstanding as of August 7, 2023.

COEUR MINING, INC.

INDEX


		Page
Part I.	Financial Information

	Item 1. Financial Statements

	Condensed Consolidated Balance Sheets (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows (Unaudited)	6

	Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

	Consolidated Financial Results	26

	Results of Operations	32

	Liquidity and Capital Resources	35

	Non-GAAP Financial Performance Measures	38

	Item 3. Quantitative and Qualitative Disclosures about Market Risk	43

	Item 4. Controls and Procedures	45

Part II.	Other Information	46

	Item 1. Legal Proceedings	46

	Item 1A. Risk Factors	46

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	46

	Item 4. Mine Safety Disclosures	47

	Item 5. Other Information	47

	Item 6. Exhibits	47

Signatures		48

PART I

Item 1. Financial Statements and Supplementary Data

COEUR MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


		June 30, 2023		December 31, 2022
ASSETS	Notes	In thousands, except share data
CURRENT ASSETS
Cash and cash equivalents		$	56,845	$	61,464
Receivables	4	29,615		36,333
Inventory	5	64,523		61,831
Ore on leach pads	5	108,768		82,958
Equity securities	6	9,240		32,032
Prepaid expenses and other		20,194		25,814

		289,185		300,432
NON-CURRENT ASSETS
Property, plant and equipment and mining properties, net		1,553,733		1,389,755

Ore on leach pads	5	34,991		51,268
Restricted assets		8,851		9,028
Equity securities	6	—		12,120
Receivables	4, 11	20,888		22,023
Other		64,456		61,517
TOTAL ASSETS		$	1,972,104	$	1,846,143
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	143,146	$	96,123
Accrued liabilities and other	17	110,386		92,863
Debt	7	21,110		24,578
Reclamation	8	5,796		5,796

		280,438		219,360
NON-CURRENT LIABILITIES
Debt	7	448,276		491,355
Reclamation	8	202,163		196,635
Deferred tax liabilities		19,262		14,459
Other long-term liabilities		33,203		35,318
		702,904		737,767
COMMITMENTS AND CONTINGENCIES	16
STOCKHOLDERS’ EQUITY
Common stock, par value $0.01 per share; authorized 600,000,000 shares, 350,166,722 issued and outstanding at June 30, 2023 and 295,697,624 at December 31, 2022		3,502		2,957
Additional paid-in capital		4,050,460		3,891,265
Accumulated other comprehensive income (loss)		9,347		12,343
Accumulated deficit		(3,074,547)		(3,017,549)
		988,762		889,016
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,972,104	$	1,846,143

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

COEUR MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)


		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
	Notes	In thousands, except share data
Revenue	3	$	177,235	$	204,123	$	364,533	$	392,527
COSTS AND EXPENSES
Costs applicable to sales(1)	3	139,637		150,679		292,693		283,946
Amortization		19,595		27,965		42,303		54,398
General and administrative		9,789		9,287		21,872		19,559
Exploration		2,920		5,279		7,570		10,697

Pre-development, reclamation, and other	13	10,048		9,178		20,938		20,590
Total costs and expenses		181,989		202,388		385,376		389,190
OTHER INCOME (EXPENSE), NET
Gain on debt extinguishment	7	2,961		—		2,961		—
Fair value adjustments, net	11	(3,922)		(62,810)		6,639		(52,205)
Interest expense, net of capitalized interest	7	(6,912)		(5,170)		(14,301)		(9,738)
Other, net	13	(9,919)		313		(10,880)		2,050
Total other income (expense), net		(17,792)		(67,667)		(15,581)		(59,893)
Income (loss) before income and mining taxes		(22,546)		(65,932)		(36,424)		(56,556)
Income and mining tax (expense) benefit	9	(9,866)		(11,502)		(20,574)		(13,196)


NET INCOME (LOSS)		$	(32,412)	$	(77,434)	$	(56,998)	$	(69,752)
OTHER COMPREHENSIVE INCOME (LOSS):
Change in fair value of derivative contracts designated as cash flow hedges		12,842		34,245		(86)		29,027
Reclassification adjustments for realized (gain) loss on cash flow hedges		1,224		(1,731)		(2,910)		(1,271)
Other comprehensive income (loss)		14,066		32,514		(2,996)		27,756
COMPREHENSIVE INCOME (LOSS)		$	(18,346)	$	(44,920)	$	(59,994)	$	(41,996)

NET INCOME (LOSS) PER SHARE	14
Basic income (loss) per share:


Basic		$	(0.10)	$	(0.28)	$	(0.18)	$	(0.26)




Diluted		$	(0.10)	$	(0.28)	$	(0.18)	$	(0.26)

(1) Excludes amortization.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

COEUR MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
	Notes	In thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$	(32,412)	$	(77,434)	$	(56,998)	$	(69,752)
Adjustments:
Amortization		19,595		27,965		42,303		54,398
Accretion		4,073		3,529		8,066		6,992
Deferred taxes		(1,043)		704		5,408		(7,558)
Gain on debt extinguishment	7	(2,961)		—		(2,961)		—
Fair value adjustments, net	11	3,922		62,810		(6,639)		49,066
Stock-based compensation	10	2,676		2,347		5,827		4,614


Loss on the sale of assets	13	12,631		—		12,631		—
Write-downs	5	1,627		9,219		14,740		16,814
Deferred revenue recognition	16	(15,100)		(241)		(25,215)		(556)
Other		72		874		2,141		(466)
Changes in operating assets and liabilities:
Receivables		(913)		(4,882)		2,137		4,218
Prepaid expenses and other current assets		4,260		3,523		3,764		3,014
Inventory and ore on leach pads		(18,738)		(11,263)		(36,373)		(28,935)
Accounts payable and accrued liabilities		61,708		5,493		35,563		(15,632)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		39,397		22,644		4,394		16,217
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(85,581)		(73,156)		(159,629)		(142,658)

Proceeds from the sale of assets		8,228		630		8,228		16,001

Sale of investments	6	1,783		—		41,558		—
Proceeds from notes receivable	4	—		—		5,000		—
Other		(64)		(10)		(108)		(21)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(75,634)		(72,536)		(104,951)		(126,678)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock	14	13,013		(62)		111,442		98,335
Issuance of notes and bank borrowings, net of issuance costs	7	150,000		70,000		225,000		155,000
Payments on debt, finance leases, and associated costs	7	(136,927)		(19,037)		(238,824)		(122,304)

Other		(225)		(160)		(2,322)		(3,563)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		25,861		50,741		95,296		127,468
Effect of exchange rate changes on cash and cash equivalents		253		(13)		652		259
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(10,123)		836		(4,609)		17,266
Cash, cash equivalents and restricted cash at beginning of period		68,683		74,719		63,169		58,289
Cash, cash equivalents and restricted cash at end of period		$	58,560	$	75,555	$	58,560	$	75,555

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

COEUR MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)


In thousands	Common Stock Shares	Common Stock Par Value		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total















Balances at December 31, 2022	295,698	$	2,957	$	3,891,265	$	(3,017,549)	$	12,343	$	889,016
Net income (loss)	—	—		—		(24,586)		—		(24,586)
Other comprehensive income (loss)	—	—		—		—		(17,062)		(17,062)
Common stock issued under "at the market" stock offering	32,862	329		98,100		—		—		98,429
Common stock issued/canceled under long-term incentive plans, annual incentive plans, director fees and options, net	2,482	24		715		—		—		739
Balances at March 31, 2023	331,042	$	3,310	$	3,990,080	$	(3,042,135)	$	(4,719)	$	946,536
Net income (loss)	—	—		—		(32,412)		—		(32,412)
Other comprehensive income (loss)	—	—		—		—		14,066		14,066
Common stock issued for the extinguishment of Senior Notes	13,941	140		45,328		—		—		45,468
Common stock issued under Private Placement Offering	5,276	53		12,603						12,656
Common stock issued/canceled under long-term incentive plans, annual incentive plans, director fees and options, net	(92)	(1)		2,449		—		—		2,448
Balances at June 30, 2023	350,167	$	3,502	$	4,050,460	$	(3,074,547)	$	9,347	$	988,762


In thousands	Common Stock Shares	Common Stock Par Value		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total

















Balances at December 31, 2021	256,919	$	2,569	$	3,738,347	$	(2,939,442)	$	(1,212)	$	800,262
Net income (loss)	—	—		—		7,682		—		7,682
Other comprehensive income (loss)	—	—		—		—		(4,758)		(4,758)
Common stock issued under "at the market" stock offering	22,053	220		98,279		—		—		98,499
Common stock issued/canceled under long-term incentive plans and director fees and options, net	1,862	19		(1,730)		—		—		(1,711)
Balances at March 31, 2022	280,834	$	2,808	$	3,834,896	$	(2,931,760)	$	(5,970)	$	899,974
Net income (loss)	—	—		—		(77,434)		—		(77,434)
Other comprehensive income (loss)	—	—		—		—		32,514		32,514
Common stock issued/canceled under long-term incentive plans and director fees and options, net	(29)	—		2,127		—		—		2,127
Balances at June 30, 2022	280,805	$	2,808	$	3,837,023	$	(3,009,194)	$	26,544	$	857,181

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Coeur Mining, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 1 - BASIS OF PRESENTATION

The interim Condensed Consolidated Financial Statements of Coeur Mining, Inc. and its subsidiaries (collectively, “Coeur” or the “Company”) are unaudited. In the opinion of management, all adjustments and disclosures necessary for the fair presentation of these interim statements have been included. The results reported in these interim statements may not be indicative of the results which will be reported for the year ending December 31, 2023. The condensed consolidated December 31, 2022 balance sheet data was derived from audited consolidated financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 10-K”).

Reclassifications

Certain amounts and disclosures in prior years have been reclassified to conform to the current year presentation.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

Please see Note 2 — Summary of Significant Accounting Policies contained in the 2022 10-K.

Use of Estimates

The Company's Condensed Consolidated Financial Statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). The preparation of the Company's Condensed Consolidated Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to metal prices and mineral reserves that are the basis for future cash flow estimates utilized in impairment calculations and units-of production amortization calculations, environmental, reclamation and closure obligations, estimates of recoverable silver and gold in leach pad inventories, estimates of fair value for certain reporting units and asset impairments, valuation allowances for deferred tax assets, and the fair value and accounting treatment of financial instruments, equity securities, asset acquisitions, the allocation of fair value to assets and liabilities assumed in connection with business combinations, and derivative instruments. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results will differ from the amounts estimated in these financial statements.

Recently Issued Accounting Standards

In March 2022, the FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method” which is intended to make amendments to the fair value hedge accounting previously issued in ASU 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. The new standard is effective for reporting periods beginning after December 15, 2022. The standard introduced the portfolio layer method allowing multiple hedged layers of a single closed portfolio when applying fair value hedge accounting. The Company adopted the new derivatives and hedging standards effective January 1, 2023, which did not have a material effect on our financial position, results of operations or cash flows.

NOTE 3 – SEGMENT REPORTING

The Company’s operating segments include the Palmarejo, Rochester, Kensington and Wharf mines and Silvertip exploration project. Except for the Silvertip exploration project, all operating segments are engaged in the discovery, mining, and production of gold and/or silver. The Silvertip exploration project is engaged in the discovery of silver, zinc and lead. “Other” includes certain mineral interests, strategic equity investments, corporate office, elimination of intersegment transactions, and other items necessary to reconcile to consolidated amounts.

Financial information relating to the Company’s segments is as follows (in thousands):

Coeur Mining, Inc. and Subsidiaries

Notes to Consolidated Financial Statements


Three Months Ended June 30, 2023	Palmarejo		Rochester		Kensington		Wharf		Silvertip		Other		Total
Revenue
Gold sales	$	35,296	$	12,638	$	24,538	$	48,883	$	—	$	—	$	121,355
Silver sales	37,432		16,463		63		1,922		—		—		55,880


Metal sales	72,728		29,101		24,601		50,805		—		—		177,235
Costs and Expenses
Costs applicable to sales(1)	46,591		26,068		39,149		27,829		—		—		139,637
Amortization	8,017		3,649		4,801		1,805		1,021		302		19,595
Exploration	1,614		279		2,327		—		(1,628)		328		2,920

Other operating expenses	2,233		2,048		984		1,029		4,977		8,566		19,837
Other income (expense)
Gain on debt extinguishment	—		—		—		—		—		2,961		2,961
Fair value adjustments, net	—		—		—		—		—		(3,922)		(3,922)
Interest expense, net	178		(287)		(325)		(30)		(18)		(6,430)		(6,912)
Other, net(3)	3,022		(399)		(56)		145		(94)		(12,537)		(9,919)
Income and mining tax (expense) benefit	(6,220)		137		—		(2,301)		—		(1,482)		(9,866)
Net Income (loss)	$	11,253	$	(3,492)	$	(23,041)	$	17,956	$	(4,482)	$	(30,606)	$	(32,412)

Segment assets(2)	$	311,609	$	977,958	$	160,145	$	103,249	$	217,831	$	61,920	$	1,832,712
Capital expenditures	$	11,914	$	61,458	$	11,656	$	150	$	138	$	265	$	85,581

(1) Excludes amortization

(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests

(3) See Note 13 -- Additional Comprehensive Income (Loss) Detail for additional detail


Three Months Ended June 30, 2022	Palmarejo		Rochester		Kensington		Wharf		Silvertip		Other		Total
Revenue
Gold sales	$	44,127	$	15,199	$	50,030	$	37,269	$	—	$	—	$	146,625
Silver sales	41,837		15,304		233		124		—		—		57,498


Metal sales	85,964		30,503		50,263		37,393		—		—		204,123
Costs and Expenses
Costs applicable to sales(1)	49,063		37,953		39,311		24,352		—		—		150,679
Amortization	9,737		4,961		9,369		2,248		1,259		391		27,965
Exploration	1,686		1,466		1,218		—		(262)		1,171		5,279

Other operating expenses	752		1,830		308		527		5,090		9,958		18,465
Other income (expense)
Gain on debt extinguishment	—		—		—		—		—		—		—
Fair value adjustments, net	—		—		—		—		—		(62,810)		(62,810)
Interest expense, net	(11)		(203)		(421)		(14)		(50)		(4,471)		(5,170)
Other, net(3)	832		(43)		(25)		634		(230)		(855)		313
Income and mining tax (expense) benefit	(10,445)		1,000		127		(972)		—		(1,212)		(11,502)
Net Income (loss)	$	15,102	$	(14,953)	$	(262)	$	9,914	$	(6,367)	$	(80,868)	$	(77,434)

Segment assets(2)	$	292,246	$	689,215	$	149,365	$	90,645	$	239,348	$	163,190	$	1,624,009
Capital expenditures	$	10,060	$	46,956	$	8,828	$	475	$	5,703	$	1,134	$	73,156

(1) Excludes amortization

(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests

(3) See Note 13 -- Additional Comprehensive Income (Loss) Detail for additional detail

Coeur Mining, Inc. and Subsidiaries

Notes to Consolidated Financial Statements


Six Months Ended June 30, 2023	Palmarejo		Rochester		Kensington		Wharf		Silvertip		Other		Total
Revenue
Gold sales	$	75,903	$	28,685	$	64,662	$	79,206	$	—	$	—	$	248,456
Silver sales	79,132		34,316		137		2,492		—		—		116,077


Metal sales	155,035		63,001		64,799		81,698		—		—		364,533
Costs and Expenses
Costs applicable to sales(1)	95,856		68,933		76,531		51,373		—		—		292,693
Amortization	16,736		8,867		10,645		3,214		2,242		599		42,303
Exploration	2,927		662		3,323		—		(131)		789		7,570

Other operating expenses	3,759		4,073		1,968		2,043		11,523		19,444		42,810
Other income (expense)
Gain on debt extinguishment	—		—		—		—		—		2,961		2,961
Fair value adjustments, net	—		—		—		—		—		6,639		6,639
Interest expense, net	300		(462)		(855)		(44)		(40)		(13,200)		(14,301)
Other, net(3)	2,884		(492)		(127)		(331)		(103)		(12,711)		(10,880)
Income and mining tax (expense) benefit	(15,922)		376		—		(2,720)		—		(2,308)		(20,574)
Net Income (loss)	$	23,019	$	(20,112)	$	(28,650)	$	21,973	$	(13,777)	$	(39,451)	$	(56,998)

Segment assets(2)	$	311,609	$	977,958	$	160,145	$	103,249	$	217,831	$	61,920	$	1,832,712
Capital expenditures	$	22,064	$	113,420	$	22,358	$	271	$	807	$	709	$	159,629

(1) Excludes amortization

(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests

(3) See Note 13 -- Additional Comprehensive Income (Loss) Detail for additional detail


Six Months Ended June 30, 2022	Palmarejo		Rochester		Kensington		Wharf		Silvertip		Other		Total
Revenue
Gold sales	$	84,201	$	26,251	$	94,089	$	71,535	$	—	$	—	$	276,076
Silver sales	84,836		30,621		478		516		—		—		116,451


Metal sales	169,037		56,872		94,567		72,051		—		—		392,527
Costs and Expenses
Costs applicable to sales(1)	92,288		70,228		76,221		45,209		—		—		283,946
Amortization	19,123		9,671		17,991		4,309		2,518		786		54,398
Exploration	3,296		3,408		1,620		—		(262)		2,635		10,697

Other operating expenses	1,673		3,661		923		1,039		11,584		21,269		40,149
Other income (expense)
Gain on debt extinguishment	—		—		—		—		—		—		—
Fair value adjustments, net	—		—		—		—		—		(52,205)		(52,205)
Interest expense, net	(126)		(381)		(669)		(27)		(118)		(8,417)		(9,738)
Other, net(3)	493		(91)		81		673		(235)		1,129		2,050
Income and mining tax (expense) benefit	(22,520)		965		127		(1,965)		—		10,197		(13,196)
Net Income (loss)	$	30,504	$	(29,603)	$	(2,649)	$	20,175	$	(14,193)	$	(73,986)	$	(69,752)

Segment assets(2)	$	292,246	$	689,215	$	149,365	$	90,645	$	239,348	$	163,190	$	1,624,009
Capital expenditures	$	23,671	$	80,006	$	16,752	$	1,836	$	17,562	$	2,831	$	142,658

(1) Excludes amortization

(2) Segment assets include receivables, prepaids, inventories, property, plant and equipment, and mineral interests

(3) See Note 13 -- Additional Comprehensive Income (Loss) Detail for additional detail



Assets	June 30, 2023		December 31, 2022
Total assets for reportable segments	$	1,832,712	$	1,669,982
Cash and cash equivalents	56,845		61,464
Other assets	82,547		114,697
Total consolidated assets	$	1,972,104	$	1,846,143

Coeur Mining, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Geographic Information


Long-Lived Assets	June 30, 2023		December 31, 2022
United States	$	1,062,114	$	899,960
Mexico	258,467		251,950
Canada	233,030		237,723
Other	122		122
Total	$	1,553,733	$	1,389,755


Revenue	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
United States	$	104,507	$	118,159	$	209,498	$	223,490
Mexico	72,728		85,964		155,035		169,037

Total	177,235		$	204,123	$	364,533	$	392,527

NOTE 4 – RECEIVABLES

Receivables consist of the following:


In thousands	June 30, 2023		December 31, 2022
Current receivables:
Trade receivables	$	2,818	$	6,302
VAT receivable	14,803		10,741
Income tax receivable	11,042		9,719
Avino note receivable (1)	—		4,926
Gold and silver forwards realized gains (2)	456		4,059
Other	496		586
	$	29,615	$	36,333
Non-current receivables:
Other tax receivable	$	6,859	$	—
Deferred cash consideration (1)	—		7,677
Contingent consideration (1)	14,029		14,346
	$	20,888	$	22,023
Total receivables	$	50,503	$	58,356

(1) See Note 11 -- Fair Value Measurements for additional details on the note receivable, deferred cash consideration and contingent consideration. In March 2023, the Company received payment of $5.0 million related to the Avino note receivable. In May 2023, the Company sold the La Preciosa Deferred Consideration (as defined below). The contingent consideration at June 30, 2023 relates to consideration received from the sale of Sterling and the contingent consideration received from the sale of the La Preciosa Deferred Consideration.

(2) Represents realized gains on gold and silver forward hedges from June 2023 that contractually settle in subsequent months. See Note 12 -- Derivative Financial Instruments & Hedging for additional details on the gold and silver forward hedges.

Coeur Mining, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 5 – INVENTORY AND ORE ON LEACH PADS

Inventory consists of the following:


In thousands	June 30, 2023		December 31, 2022
Inventory:
Concentrate	$	2,062	$	2,869
Precious metals	14,336		12,636
Supplies	48,125		46,326
	$	64,523	$	61,831
Ore on Leach Pads:
Current	$	108,768	$	82,958
Non-current	34,991		51,268
	$	143,759	$	134,226

Long-term Stockpile (included in Other)	$	38,615	$	28,840

Total Inventory and Ore on Leach Pads	$	246,897	$	224,897

Coeur reports the carrying value of metal and leach pad inventory at the lower of cost or net realizable value, with cost being determined using a weighted average cost method. At the end of the first and second quarter of 2023, the cost of stockpile, leach pad and metal inventory at Rochester exceeded its net realizable value, which resulted in non-cash write-downs for the three and six months ended June 30, 2023 of $2.1 million ($1.6 million was recognized in Costs applicable to sales and $0.5 million in Amortization) and $16.4 million ($14.7 million was recognized in Costs applicable to sales and $1.7 million in Amortization), respectively. The non-cash write-down in the three months ended June 30, 2023 includes a $3.9 million recovery of losses recognized in the prior quarter.

NOTE 6 – INVESTMENTS

Equity Securities

From time to time, the Company makes strategic investments in equity securities of silver and gold exploration, development and royalty and streaming companies or receives securities as transaction consideration.


	At June 30, 2023
In thousands	Cost		Gross Unrealized Losses		Gross Unrealized Gains		Estimated Fair Value
Equity Securities


Avino Silver & Gold Mines Ltd	$	13,720	$	(4,483)	$	—	$	9,237
Other	2,233		(2,230)		—		3
Equity securities	$	15,953	$	(6,713)	$	—	$	9,240


	At December 31, 2022
In thousands	Cost		Gross Unrealized Losses		Gross Unrealized Gains		Estimated Fair Value
Equity Securities
Victoria Gold Corp.	$	70,560	$	(38,528)	$	—	$	32,032
Integra Resources Corp.	9,455		(7,115)		—		2,340
Avino Silver & Gold Mines Ltd	13,720		(4,199)		—		9,521
Other	2,233		(1,974)		—		259
Equity securities	$	95,968	$	(51,816)	$	—	$	44,152

Changes in the fair value of the Company’s investment in equity securities are recognized each period in the Condensed Consolidated Statement of Comprehensive Income (Loss) in Fair value adjustments, net. See Note 11 -- Fair Value Measurements for additional details.

Coeur Mining, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

In January 2023, the Company sold its remaining 6.0 million shares of common stock of Victoria Gold (“Victoria Gold Common Shares”) at a price of $6.70 per share, for net proceeds of $39.8 million.

In May 2023, the Company sold 3.7 million shares of common stock of Integra Resources Corporation (“Integra Common Shares”) at a price of $0.48 per share, for net proceeds of $1.8 million.

NOTE 7 – DEBT


	June 30, 2023				December 31, 2022
In thousands	Current		Non-Current		Current		Non-Current
2029 Senior Notes, net(1)	$	—	$	321,869	$	—	$	369,212
Revolving Credit Facility(2)	—		80,000		—		80,000
Finance lease obligations	21,110		46,407		24,578		42,143
	$	21,110	$	448,276	$	24,578	$	491,355

(1) Net of unamortized debt issuance costs of $4.6 million and $5.8 million at June 30, 2023 and December 31, 2022, respectively.

(2) Unamortized debt issuance costs of $2.8 million and $3.6 million at June 30, 2023 and December 31, 2022, respectively, included in Other Non-Current Assets.

2029 Senior Notes

In March 2021, the Company completed an offering of $375.0 million in aggregate principal amount of 5.125% senior notes due 2029 in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), for net proceeds of approximately $367.5 million (the “2029 Senior Notes”). For more details, please see Note 10 -- Debt contained in the 2022 10-K.

In the second quarter of 2023, the Company exchanged $48.5 million in aggregate principal amount of 2029 Senior Notes plus accrued interest for 13.9 million shares of common stock. Based on the closing price of the Company’s common stock on the date of the exchanges, the exchanges resulted in an aggregate gain of $3.0 million on debt extinguishment. The exchange transactions represent non-cash financing activity in the Condensed Consolidated Statement of Cash Flow.

Revolving Credit Facility

At June 30, 2023, the Company had $80.0 million drawn at an interest rate of 8.7%, $29.5 million in outstanding letters of credit and $280.5 million available under its $390 million revolving credit facility (the “RCF”). Future borrowing may be subject to certain financial covenants. For more details, please see Note 10 -- Debt contained in the 2022 10-K.

On August 9, 2023, the Company entered into an amendment (the “August Amendment”) to the RCF. The August Amendment, among other things, (1) modifies the financial covenants to provide greater flexibility during the final stages of the Rochester expansion under (a) the consolidated net leverage and consolidated senior secured leverage ratios at September 30, 2023 through the March 31, 2024, with the ratios returning to the previous levels at June 30, 2024 and (b) the consolidated interest coverage ratio at June 30, 2023 through September 30, 2023 with the ratio returning to the previous level at December 31, 2023, (2) allows up to $50 million, through June 30, 2024, stepping down to $40 million in September 31, 2024, $30 million in December 31, 2024 and $15 million thereafter, for integration costs or costs associated with establishing new facilities and certain costs associated with LCM adjustments at Rochester to be excluded from the calculation of Consolidated EBITDA for purposes of the RCF, (3) increases the interest rate on certain borrowings through June 30, 2024, and (4) restricts certain acquisitions through March 31, 2024.

Finance Lease Obligations

From time to time, the Company acquires mining equipment and facilities under finance lease agreements. In the six months ended June 30, 2023, the Company entered into a new $11.5 million lease financing arrangements for mining equipment at Rochester and Kensington. The new finance lease arrangements represent non-cash investing activities in the Condensed Consolidated Statement of Cash Flow. Additionally, Coeur secured a finance lease package for nearly $60.0 million in 2021, all of which has been funded as of June 30, 2023. This package was earmarked for planned equipment for the Rochester expansion project in 2021, 2022 and 2023 and has an interest rate of 5.2%. All finance lease obligations are recorded, upon lease inception, at the present value of future minimum lease payments. For more details, please see Note 9 -- Leases contained in the 2022 10-K.

Coeur Mining, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Interest Expense


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands	2023		2022		2023		2022

2029 Senior Notes	4,507		4,804		$	9,312	$	9,609
Revolving Credit Facility	3,779		1,370		6,525		2,557
Finance lease obligations	908		1,354		1,753		2,576
Amortization of debt issuance costs	621		496		1,261		913

Other debt obligations	278		31		740		132
Capitalized interest	(3,181)		(2,885)		(5,290)		(6,049)
Total interest expense, net of capitalized interest	$	6,912	$	5,170	$	14,301	$	9,738

NOTE 8 – RECLAMATION

Reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties. On an ongoing basis, management evaluates its estimates and assumptions, and future expenditures could differ from current estimates.

Changes to the Company’s asset retirement obligations for its operating sites are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands	2023		2022		2023		2022
Asset retirement obligation - Beginning	$	205,380	$	184,322	$	202,431	$	181,888
Accretion	4,073		3,529		8,066		6,992


Settlements	(1,493)		(1,449)		(2,537)		(2,478)
Asset retirement obligation - Ending	$	207,960	$	186,402	$	207,960	$	186,402

NOTE 9 - INCOME AND MINING TAXES

The following table summarizes the components of Income and mining tax (expense) benefit for the three and six months ended June 30, 2023 and 2022 by significant jurisdiction:


	Three months ended June 30,								Six months ended June 30,
	2023				2022				2023				2022
In thousands	Income (loss) before tax		Tax (expense) benefit		Income (loss) before tax		Tax (expense) benefit		Income (loss) before tax		Tax (expense) benefit		Income (loss) before tax		Tax (expense) benefit
United States	$	(35,540)	$	(2,264)	$	(85,122)	$	(998)	$	(61,320)	$	(3,282)	$	(95,252)	$	(2,197)
Canada	(4,410)		—		(6,374)		(21)		(13,704)		—		(13,899)		(21)
Mexico	17,534		(7,602)		25,636		(10,483)		38,933		(17,292)		52,669		(10,978)
Other jurisdictions	(130)		—		(72)		—		(333)		—		(74)		—
	$	(22,546)	$	(9,866)	$	(65,932)	$	(11,502)	$	(36,424)	$	(20,574)	$	(56,556)	$	(13,196)

During the second quarter of 2023, the Company reported estimated income and mining tax expense of approximately $9.9 million, resulting in an effective tax rate of (43.8)%. This compares to income tax expense of $11.5 million for an effective tax rate of (17.4)% during the second quarter of 2022. The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) mining taxes; (iv) the sale of non-core assets; (v) foreign exchange rate; (vi) percentage depletion; and (vii) the impact of uncertain tax positions. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Conversely, if it is determined that the Company ultimately will be more likely than not able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of factors that impact the Company’s ability to realize its deferred tax assets. For additional information, please see the section titled “Risk Factors” in the 2022 10-K.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The statute of limitations remains open from 2019 forward for the U.S. federal jurisdiction and from 2015 forward for certain other foreign jurisdictions. As a result of statutes of limitation that will begin to expire within the next twelve months in various jurisdictions and possible settlements of audit-related issues with taxing authorities in various jurisdictions with respect to which none of the issues are individually significant, the Company believes that it is reasonably possible that the total amount of its net unrecognized income tax benefits will decrease by less than $0.1 million in the next twelve months.

At June 30, 2023 and December 31, 2022, the unrecognized tax benefits and accrued income-tax-related interest and penalties were not significant. The Company’s continuing practice is to recognize potential interest and/or penalties related to unrecognized tax benefits as part of its income tax expense.

NOTE 10 – STOCK-BASED COMPENSATION

The Company has stock incentive plans for executives, directors and eligible employees. Stock awards include performance shares, restricted stock and stock options. Stock-based compensation expense in the three and six months ended June 30, 2023 was $2.7 million and $5.8 million, respectively, compared to $2.3 million and $4.6 million in the three and six months ended June 31, 2022. At June 30, 2023, there was $12.4 million of unrecognized stock-based compensation cost which is expected to be recognized over a weighted-average remaining vesting period of 1.8 years.

The following table summarizes the grants awarded during the six months ended June 30, 2023:


Grant date	Restricted stock	Grant date fair value of restricted stock		Performance shares	Grant date fair value of performance shares
February 27, 2023	2,596,856	$	3.00	1,738,581	$	3.14
June 19, 2023	57,804	$	3.11	46,340	$	3.14

NOTE 11 – FAIR VALUE MEASUREMENTS


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands	2023		2022		2023		2022
Change in the value of equity securities(1)	$	(3,922)	$	(62,810)	$	6,639	$	(49,066)

Termination of gold zero cost collars	—		—		—		(3,139)
Fair value adjustments, net	$	(3,922)	$	(62,810)	$	6,639	$	(52,205)

(1) Includes unrealized losses on held equity securities of $3.7 million, and $62.8 million for the three months ended June 30, 2023, and 2022, respectively, and unrealized losses of $0.5 million and $49.1 million for the six months ended June 30, 2023, and 2022, respectively

Accounting standards establish a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1), secondary priority to quoted prices in inactive markets or observable inputs (Level 2), and the lowest priority to unobservable inputs (Level 3).

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:


	Fair Value at June 30, 2023
In thousands	Total		Level 1		Level 2		Level 3
Assets:
Equity securities including warrants	$	9,240	$	9,237	$	3	$	—
Provisional metal sales contracts	36		—		36		—
Gold forwards	3,399		—		3,399		—
Silver forwards	5,949		—		5,949		—
	$	18,624	$	9,237	$	9,387	$	—
Liabilities:

Provisional metal sales contracts	$	67	$	—	$	67	$	—


	Fair Value at December 31, 2022
In thousands	Total		Level 1		Level 2		Level 3
Assets:
Equity securities	$	44,152	$	43,893	$	259	$	—
Provisional metal sales contracts	299		—		299		—
Gold forwards	12,343		—		12,343		—
	$	56,794	$	43,893	$	12,901	$	—
Liabilities:
Provisional metal sales contracts	$	10	$	—	$	10	$	—

The Company’s investments in equity securities are recorded at fair market value in the financial statements based primarily on quoted market prices. Such instruments are classified within Level 1 of the fair value hierarchy. The common share purchase warrants the Company received as consideration in the La Preciosa project sale are valued using a pricing model with inputs derived from observable market data, including quoted market prices and quoted interest curve rates. The model inputs can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.

The Company’s provisional metal sales contracts include concentrate and certain doré sales contracts that are valued using pricing models with inputs derived from observable market data, including forward market prices.

The Company’s gold and silver forward contracts are valued using pricing models with inputs derived from observable market data, including forward market prices, yield curves, credit spreads.

No assets or liabilities were transferred between fair value levels in the six months ended June 30, 2023.

The fair value of financial assets and liabilities carried at book value in the financial statements at June 30, 2023 and December 31, 2022 is presented in the following table:


	June 30, 2023
In thousands	Book Value		Fair Value		Level 1		Level 2		Level 3


Liabilities:
2029 Senior Notes(1)	$	326,500	$	265,012	$	—	$	265,012	$	—
Revolving Credit Facility(2)	$	80,000	$	80,000	$	—	$	80,000	$	—

(1) Net of unamortized debt issuance costs of $4.6 million

(2) Unamortized debt issuance costs of $2.8 million included in Other Non-Current Assets.

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements


	December 31, 2022
In thousands	Book Value		Fair Value		Level 1		Level 2		Level 3
Assets:
Promissory note	$	4,926	$	4,579	$	—	$	4,579	$	—
Deferred cash consideration	$	7,677	$	7,317	$	—	$	7,317	$	—
Liabilities:
2029 Senior Notes(1)	$	369,212	$	291,924	$	—	$	291,924	$	—
Revolving Credit Facility(2)	$	80,000	$	80,000	$	—	$	80,000	$	—

(1) Net of unamortized debt issuance costs of $5.8 million.

(2) Unamortized debt issuance costs of $3.6 million included in Other Non-Current Assets.

The fair value of the 2029 Senior Notes was estimated using quoted market prices. The fair value of the RCF approximates book value as the liability is secured, has a variable interest rate, and lacks significant credit concerns.

The consideration for the sale of La Preciosa project included a promissory note payable to the Company that matured in March 2023 and was paid in full, and deferred cash consideration payable on the first anniversary of initial production from any portion of the La Preciosa project. These assets were valued using the pricing model with inputs derived from observable market data, including synthetic credit rating and quoted discount rate. The model inputs can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.

In addition, the Company has assets initially measured at fair value at inception and remeasured at fair value on a nonrecurring basis such as the royalties and contingent consideration received in connection with dispositions. The consideration for the sale of La Preciosa project also included two royalties: a 1.25% net smelter returns royalty on properties covering the Gloria and Abundancia areas of the La Preciosa project and a 2.00% gross value royalty on all areas of the La Preciosa project other than the Gloria and Abundancia areas, and contingent consideration of $0.25 per silver equivalent ounce (adjusted for inflation) on any new mineral reserves discovered and declared outside of the current resources area at the La Preciosa project, up to a maximum payment of $50.0 million. The fair value of the royalties and the contingent consideration assets were $11.2 million and $1.2 million, respectively, valued as of the date of closing of the transaction and are measured at fair value on a non-recurring basis. The fair value of the royalties and the contingent consideration were valued using Monte Carlo simulation models. The model inputs include significant unobservable inputs and involve significant management judgment. The significant unobservable inputs included assumptions related to metal prices which assumed silver prices ranging from $22 to $25 per ounce and gold prices ranging from $1,700 to $1,930 per ounce as well as volatility assumptions for silver and gold prices (33.5% and 19.0%, respectively), and an assumed weighted average cost of capital of 15.5%. Such instruments are classified as Level 3 of the fair value hierarchy.

In May 2023, the Company sold the deferred cash consideration, two royalties, and contingent consideration received in connection with the sale of La Preciosa project (the "La Preciosa Deferred Consideration"), further discussed below, for cash consideration of $7.0 million and deferred consideration of $1.0 million payable on the first anniversary of initial production from any portion of the La Preciosa project resulting in a loss on the sale of $12.3 million, which was recognized in Other, Net in the Condensed Consolidated Statement of Comprehensive Income (Loss). The deferred cash consideration was measured at a fair value of $0.8 million at inception and will be remeasured at fair value on a nonrecurring basis. It was valued using the pricing model with inputs derived from observable market data, including synthetic credit rating and quoted discount rate. The model inputs can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.

The consideration for the sale of Sterling/Crown exploration properties included the right to an additional payment of $50.0 million should the Buyer, its affiliates or its successors, report gold resources in the Sterling/Crown exploration properties (including any in-situ ounces mined after the closing of the Transaction) equal to or greater than 3,500,000 gold ounces, subject to certain additional terms and conditions detailed in the stock purchase agreement. The fair value of the contingent consideration asset of $13.0 million valued as of the date of closing of the transaction was valued using a discounted cash flow model and is measured at fair value on a non-recurring basis. The model inputs include significant unobservable inputs, involve significant management judgment and is classified as Level 3 of the fair value hierarchy. The significant unobservable inputs included managements assumption related to the probability (75%) and timing (ranging from 5 years to 30 years) of achieving reported gold resources equal to or greater than 3,500,000 gold ounces and a discount rate of 8.1%.

NOTE 12 – DERIVATIVE FINANCIAL INSTRUMENTS & HEDGING ACTIVITIES

The Company is exposed to various market risks, including the effect of changes in metal prices, foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business.

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Derivative gains and losses are included in operating cash flows in the period in which they contractually settle. The Company does not hold or issue derivatives for trading or speculative purposes.

The Company may elect to designate certain derivatives as hedging instruments under U.S. GAAP. The Company formally documents all relationships between designated hedging instruments and hedged items as well as its risk management objectives and strategies for undertaking hedge transactions. This process includes linking all derivatives designated as hedges to either recognized assets or liabilities or forecasted transactions and assessing, both at inception and on an ongoing basis, the effectiveness of the hedging relationships.

Derivatives Designated as Cash Flow Hedging Strategies

To protect the Company’s exposure to fluctuations in metal prices, particularly during times of elevated capital expenditures, the Company enters into forward contracts. The contracts are net settled monthly and if the actual price of gold or silver at the time of expiration is lower than the fixed price or higher than the fixed prices, it would result in a realized gain or loss, respectively. The Company has elected to designate these instruments as cash flow hedges of forecasted transactions at their inception.

At June 30, 2023, the Company had the following derivative cash flow hedge instruments that settle as follows:


In thousands except average prices and notional ounces	2023		2024 and Thereafter
Gold forwards
Average gold fixed price per ounce	$	1,977	$	—
Notional ounces	111,498		—
Silver forwards
Average silver fixed price per ounce	$	25.40	$	—
Notional ounces	2,490,000		—

The effective portions of cash flow hedges are recorded in Accumulated other comprehensive income (loss) (“AOCI”) until the hedged item is recognized in earnings. Deferred gains and losses associated with cash flow hedges of metal sales revenue are recognized as a component of Revenue in the same period as the related sale is recognized.

At inception, the Company performed an assessment of the forecasted transactions and the hedging instruments and determined that the hedging relationships are considered perfectly effective. Future assessments are performed to verify that critical terms of the hedging instruments and the forecasted transactions continue to match, and the forecasted transactions remain probable, as well as an assessment of any adverse developments regarding the risk of the counterparties defaulting on their commitments. There have been no such changes in critical terms or adverse developments.

As of June 30, 2023, the Company had $9.3 million of net after-tax gains in AOCI related to gains from cash flow hedge transactions, of which $9.3 million of net after-tax gains is expected to be recognized in its Condensed Consolidated Statement of Comprehensive Income (Loss) during the next 12 months. Actual amounts ultimately reclassified to net income are dependent on the price of gold and silver for metal contracts.

The following summarizes the classification of the fair value of the derivative instruments designated as cash flow hedges:


	June 30, 2023
In thousands	Prepaid expenses and other		Other assets		Accrued liabilities and other
Gold forwards	$	3,399	$	—	$	—
Silver forwards	5,949		—		—


	December 31, 2022
In thousands	Prepaid expenses and other		Other assets		Accrued liabilities and other
Gold forwards	$	12,343	$	—	$	—

The following table sets forth the after-tax gains (losses) on derivatives designated as cash flow hedges that have been included in AOCI and the Condensed Consolidated Statement of Comprehensive Income (Loss) for the three and six months ended June 30, 2023 and 2022, respectively (in thousands).

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Amount of Gain (Loss) Recognized in AOCI
Gold forwards	$	7,303	$	34,245	$	(8,053)	$	32,413
Silver forwards	5,539		—		7,967		—
Gold zero cost collars	—		—		—		(3,386)
	$	12,842	$	34,245	$	(86)	$	29,027

Amount of (Gain) Loss Reclassified from AOCI to Earnings
Gold forwards	$	1,369	$	(3,110)	$	(892)	$	(3,110)
Silver forwards	(145)		—		(2,018)		—
Gold zero cost collars	—		1,379		—		1,839
	$	1,224	$	(1,731)	$	(2,910)	$	(1,271)

Derivatives Not Designated as Hedging Instruments

Provisional Metal Sales

The Company enters into sales contracts with third-party smelters, refiners and off-take customers which, in some cases, provide for a provisional payment based upon preliminary assays and quoted metal prices. The provisionally priced sales contracts contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable recorded at the forward price at the time of sale. The embedded derivatives do not qualify for hedge accounting and are marked to market through earnings each period until final settlement.

Zero Cost Collars

To protect the Company’s exposure to fluctuations in metal prices the Company entered into Asian (or average value) put and call option contracts in net-zero-cost collar arrangements. The contracts were net cash settled monthly and, if the price of gold at the time of expiration is between the put and call prices, would expire at no cost to the Company. If the price of gold at the time of expiration was lower than the put prices or higher than the call prices, it would result in a realized gain or loss, respectively. The Company elected to designate these instruments as cash flow hedges of forecasted transactions at their inception. In the first quarter of 2022, the Company voluntarily de-designated hedge accounting for the zero cost collars and subsequently terminated the arrangements. The cost to terminate the zero cost collars was $7.7 million, of which $3.1 million was recognized in earnings and the remaining $4.6 million, which represents the fair value of the zero cost collars on the date of de-designation, was retained in AOCI and was recognized in earnings in 2022 as the forecasted transactions occurred.

At June 30, 2023, the Company had the following derivative instruments that settle as follows:


In thousands except average prices and notional ounces	2023		2024 and Thereafter
Provisional gold sales contracts	$	12,714	$	—
Average gold price per ounce	$	1,957	$	—
Notional ounces	6,498		—

The following summarizes the classification of the fair value of the derivative instruments:


	June 30, 2023
In thousands	Prepaid expenses and other		Accrued liabilities and other
Provisional metal sales contracts	$	36	$	67


	December 31, 2022
In thousands	Prepaid expenses and other		Accrued liabilities and other
Provisional metal sales contracts	$	299	$	10

The following represent mark-to-market gains (losses) on derivative instruments in the three and six ended June 30, 2023, and 2022, respectively (in thousands):

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements


		Three Months Ended June 30,				Six Months Ended June 30,
Financial statement line	Derivative	2023		2022		2023		2022
Revenue	Provisional metal sales contracts	$	(71)	$	(486)	$	(319)	$	6
Fair value adjustments, net	Terminated zero cost collars	—		—		—		(3,139)
		$	(71)	$	(486)	$	(319)	$	(3,133)

Credit Risk

The credit risk exposure related to any derivative instrument is limited to the unrealized gains, if any, on outstanding contracts based on current market prices. To reduce counter-party credit exposure, the Company enters into contracts with institutions management deems credit-worthy and limits credit exposure to each institution. The Company does not anticipate non-performance by any of its counterparties.

NOTE 13 – ADDITIONAL COMPREHENSIVE INCOME (LOSS) DETAIL

Pre-development, reclamation, and other consists of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands	2023		2022		2023		2022
COVID-19	$	21	$	318	$	77	$	1,290
Silvertip ongoing carrying costs	4,609		4,754		10,789		10,913


Asset retirement accretion	4,073		3,529		8,066		6,992
Other	1,345		577		2,006		1,395
Pre-development, reclamation and other	$	10,048	$	9,178	$	20,938	$	20,590

Other, net consists of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands	2023		2022		2023		2022
Foreign exchange gain (loss)	$	627	$	(506)	$	(527)	$	(1,065)
Gain (loss) on sale of assets(1)	(12,631)		621		(12,631)		2,452
RMC bankruptcy distribution	1,516		—		1,516		—
Other	569		198		762		663
Other, net	$	(9,919)	$	313	$	(10,880)	$	2,050

(1) See Note 11 -- Fair Value Measurements for additional details on the gain (loss) on sale of assets.

NOTE 14 – NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.

For the three and six months ended June 30, 2023, there were 2,005,184 and 1,672,213 common stock equivalents, respectively, related to equity-based awards that were not included in the diluted earnings per share calculation as the shares would be antidilutive. Similarly, 1,991,864 and 992,382 common stock equivalents were excluded in the diluted earnings per share calculation for the three and six months ended June 30, 2022, respectively.

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements


	Three months ended June 30,				Six months ended June 30,
In thousands except per share amounts	2023		2022		2023		2022




Net income (loss) available to common stockholders	$	(32,412)	$	(77,434)	$	(56,998)	$	(69,752)

Weighted average shares:
Basic	333,082		278,040		317,105		268,884
Effect of stock-based compensation plans	—		—		—		—
Diluted	333,082		278,040		317,105		268,884

Income (loss) per share:


Basic	$	(0.10)	$	(0.28)	$	(0.18)	$	(0.26)




Diluted	$	(0.10)	$	(0.28)	$	(0.18)	$	(0.26)

On June 21, 2023, the Company entered into subscription agreements (the “Subscription Agreements”) with certain Canadian accredited investors (the “Investors”) for a private placement offering (the “Private Placement Offering”) of an aggregate of 5,276,154 shares of common stock, par value $0.01 per share, to be issued as “flow-through shares,” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “FT Shares”), which closed on June 27, 2023. The Company granted an over-allotment option of up to 3,000,000 additional flow-through shares, which was exercised in full and closed on July 20, 2023. The proceeds of the Private Placement Offering will be used by the Company for certain qualifying “Canadian Exploration Expenditures” (as such term is defined in the Income Tax Act (Canada)). The initial Private Placement Offering raised net proceeds of $18.2 million, of which $5.1 million represents net proceeds received in excess of the Company’s trading price (“FT Premium Liability”). The FT Premium Liability is included in Accrued liabilities and other on the Condensed Consolidated Balance Sheet and will decrease in subsequent periods as certain qualifying “Canadian Exploration Expenditures” are incurred. The over-allotment raised net proceeds of $10.5 million, including an additional $2.7 million of FT Premium Liability.

The FT Shares were not registered under the Securities Act and were offered and sold outside the United States to accredited investors in reliance on Regulation S and/or Regulation D of the Securities Act.

On March 17, 2023, the Company completed a $100.0 million “at the market” offering of its common stock, par value $0.01 per share (the “March 2023 Equity Offering”). The March 2023 Equity Offering was conducted pursuant to an ATM Equity Offering Sales Agreement, entered into on February 23, 2023 between the Company and BMO Capital Markets Corp. and RBC Capital Markets, LLC as sales agents. The Company sold a total of 32,861,580 shares of its common stock in the March 2023 Equity Offering at an average price of $3.04 per share, raising net proceeds (after sales commissions) of $98.4 million. Proceeds from the March 2023 Equity Offering were used to reduce outstanding amounts under the RCF and for general corporate purposes.

NOTE 15 - SUPPLEMENTAL GUARANTOR INFORMATION

The following summarized financial information is presented to satisfy disclosure requirements of Rule 13-01 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., Sterling Intermediate Holdco, Inc., and Coeur Sterling Holdings LLC (collectively, the “Subsidiary Guarantors”) of the 2029 Senior Notes. The following schedules present summarized financial information of (a) Coeur, the parent company and (b) the Subsidiary Guarantors (collectively the “Obligor Group”). The summarized financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions between entities in the Obligor Group eliminated. The Obligor Group’s amounts due from, amounts due to and transactions with certain wholly-owned domestic and foreign subsidiaries of the Company have been presented in separate line items, if they are material. 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.

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

SUMMARIZED BALANCE SHEET


	Coeur Mining, Inc.				Guarantor Subsidiaries
In thousands	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Current assets	$	30,195	$	73,692	$	163,663	$	137,432

Non-current assets(1)	$	412,636	$	445,778	$	1,152,139	$	991,213

Non-guarantor intercompany assets	$	1,910	$	4,391	$	—	$	—

Current liabilities	$	22,134	$	19,842	$	205,617	$	136,788

Non-current liabilities	$	411,509	$	457,195	$	196,098	$	193,024

Non-guarantor intercompany liabilities	$	64,108	$	58,257	$	1,658	$	1,594

(1) Coeur Mining, Inc.’s non-current assets includes its investment in Guarantor Subsidiaries.

SUMMARIZED STATEMENTS OF INCOME

SIX MONTHS ENDED JUNE 30, 2023


In thousands	Coeur Mining, Inc.		Guarantor Subsidiaries
Revenue	$	—	$	209,497


Gross profit (loss)	$	(600)	$	(10,067)


















Net income (loss)	$	(56,998)	$	(26,782)

NOTE 16 – COMMITMENTS AND CONTINGENCIES

Mexico Litigation Matters

As of June 30, 2023, $30.9 million in principal is due from the Mexican government associated with VAT that was paid under Coeur Mexicana, S.A. de C.V.’s (“Coeur Mexicana’s”) prior royalty agreement with a subsidiary of Franco-Nevada Corporation, which was terminated in 2016. Coeur Mexicana applied for and initially received VAT refunds associated with the royalty payments in the normal course; however, in 2011 the Mexican tax authorities began denying Coeur Mexicana’s VAT refunds based on the argument that VAT was not legally due on the royalty payments. Accordingly, Coeur Mexicana began to request refunds of the VAT as undue payments, which the Mexican tax authorities also denied. The Company has since been engaged in ongoing efforts to recover the VAT from the Mexican government (including through litigation and potential arbitration as well as refiling VAT refund requests). Despite a favorable ruling from Mexican tax courts in this matter in 2018, litigation of the matter continued at the Mexican administrative, appeals court and supreme court levels for several years, most of which was determined unfavorably to Coeur based on interpretations of applicable law and prior court decisions which the Company and its counsel believe are contrary to legal precedent, conflicting and erroneous. While the Company believes that it remains legally entitled to be refunded the full amount of the receivable and intends to rigorously continue its recovery efforts, based on the continued failure to recover the receivable and unfavorable Mexican court decisions, the Company determined to write down the carrying value of the receivable at September 30, 2021. Coeur has elected to initiate an arbitration proceeding under Chapter 11 of the North American Free Trade Agreement, or NAFTA, to resolve the matter. Outcomes in NAFTA arbitration and the process for recovering funds even if there is a successful outcome in NAFTA arbitration can be lengthy and unpredictable.

In addition, ongoing litigation with the Mexican government associated with enforcement of water rights in Mexico, if unsuccessful, may impact Coeur Mexicana’s ability to access new sources of water to provide sufficient supply for its operations at Palmarejo and, if material, may have a material adverse impact on the Company’s operations and financial results.

Palmarejo Gold Stream

Coeur Mexicana sells 50% of Palmarejo gold production (excluding production from certain properties acquired in 2015) to a subsidiary of Franco-Nevada Corporation (“Franco-Nevada”) under a gold stream agreement for the lesser of $800 or spot price per ounce. In 2016, Coeur Mexicana received a $22.0 million deposit toward future deliveries under the gold stream agreement. In accordance with generally accepted accounting principles, although Coeur Mexicana has satisfied its contractual obligation to repay the deposit to Franco-Nevada, the deposit is accounted for as deferred revenue and is recognized as revenue on a units-of-production basis as ounces are sold to Franco-Nevada. Because there is no minimum obligation associated with the deposit, it is not considered a financing, and each shipment is considered to be a separate performance obligation.

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The stream agreement represents a contract liability under ASC 606, which requires the Company to ratably recognize a portion of the deposit as revenue for each gold ounce delivered to Franco-Nevada. The remaining unamortized balance is included in Accrued liabilities and other and Other long-term liabilities on the Condensed Consolidated Balance Sheet. See Note 2 -- Summary of Significant Accounting Policies contained in the 2022 10-K for additional detail.

The following table presents a roll forward of the Franco-Nevada contract liability balance:


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands	2023		2022		2023		2022
Opening Balance	$	7,296	$	7,835	$	7,411	$	8,150
Revenue Recognized	(100)		(93)		(215)		(408)
Closing Balance	$	7,196	$	7,742	$	7,196	$	7,742

Metal Sales Prepayments

In June 2019, Coeur amended its existing sales and purchase contract with a metal sales counterparty for gold concentrate from its Kensington mine (the “Amended Sales Contract”). From time to time thereafter, the Amended Sales Contract has been further amended to allow for additional prepayments. In December 2022, the Company received a $25.0 million prepayment, all of which was recognized as revenue in the first half of 2023. In June 2023, the Company exercised an option to receive the $25.0 million Kensington June 2023 Prepayment. Additionally, in June 2023, the Company entered into sales and purchase contracts with a metal sales counterparty to allow for the $10.0 million Wharf 2023 Prepayment for deliveries of gold concentrate from its Wharf mine and the $10.0 million Rochester 2023 Prepayment for deliveries of gold and silver doré from its Rochester mine.

The metal sales prepayments represent a contract liability under ASC 606, which requires the Company to recognize ratably a portion of the deposit as revenue for each gold and silver ounce delivered to the customer. The remaining contract liability is included in Accrued liabilities and other on the Condensed Consolidated Balance Sheet. See Note 2 -- Summary of Significant Accounting Policies contained in the 2022 10-K for additional detail.

The following table presents a roll forward of the prepayment contract liability balance:


	Three Months Ended June 30,				Six Months Ended June 30,
In thousands	2023		2022		2023		2022
Opening Balance	$	15,127	$	25,155	$	25,016	$	15,016
Additions	44,885		311		44,996		10,450
Revenue Recognized	(15,000)		(454)		(25,000)		(454)
Closing Balance	$	45,012	$	25,012	$	45,012	$	25,012

Rochester Expansion Project Update

Coeur expects to achieve mechanical completion of the crusher corridor in the third quarter, with ramp-up anticipated throughout the second half of 2023 and into early 2024.

The Company also updated its estimate for the expected ultimate cost to complete the expansion, which reflects additional contractor hours required to offset the loss of approximately thirty days due to extreme weather and lower than planned productivity rates driven by a lack of qualified skilled labor. Together with ongoing inflationary impacts and required construction re-work to address issues from previously completed engineering designs, the Company expects the total cost for the project to be approximately 6 - 9%, or $40 - $60 million above the high end of Coeur’s previous guidance range of $650 - $670 million.

Other Commitments and Contingencies

As part of its ongoing business and operations, the Company and its affiliates are required to provide surety bonds, bank letters of credit, bank guarantees and, in some cases, cash as financial support for various purposes, including environmental remediation, reclamation, collateral for gold and silver hedges and other general corporate purposes. As of June 30, 2023 and December 31, 2022, the Company had surety bonds totaling $314.2 million and $326.8 million, respectively, in place as financial support for future reclamation and closure costs. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations and from time-to-time, the Company may be required to post collateral, including cash or letters of credit which reduce availability under its revolving credit facility, to support these instruments. As the specific requirements are met, the beneficiary of the associated instrument cancels and/or returns the instrument to the issuing entity.

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Certain of these instruments are associated with operating sites with long-lived assets and will remain outstanding until closure. The Company believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements through existing or alternative means, as they arise.

NOTE 17 – ADDITIONAL BALANCE SHEET DETAIL AND SUPPLEMENTAL CASH FLOW INFORMATION

Accrued liabilities and other consist of the following:


In thousands	June 30, 2023		December 31, 2022
Accrued salaries and wages	$	22,486	$	29,868
Flow-through share premium received (including over-allotment)	5,510		—
Deferred revenue (1)	45,548		25,736
Income and mining taxes	6,040		7,874
Accrued operating costs	8,630		6,241
Unrealized losses on derivatives	67		10
Taxes other than income and mining	2,791		3,318
Accrued interest payable	8,044		8,256
Operating lease liabilities	11,270		11,560
Accrued liabilities and other	$	110,386	$	92,863

(1) See Note 16 -- Commitments and Contingencies for additional details on deferred revenue liabilities

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that total the same such amounts shown in the Condensed Consolidated Statements of Cash Flows in the three and six months ended June 30, 2023 and 2022:


In thousands	June 30, 2023		June 30, 2022
Cash and cash equivalents	$	56,845	$	74,159
Restricted cash equivalents	1,715		1,396
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	58,560	$	75,555

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

The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Coeur Mining, Inc. and its subsidiaries (collectively the “Company”, “our”, or “we”). We use certain non-GAAP financial performance measures in our MD&A. For a detailed description of these measures, please see “Non-GAAP Financial Performance Measures” at the end of this Item. We provide Costs applicable to sales (“CAS”) allocation, referred to as the co-product method, based on revenue contribution for Palmarejo and Rochester and based on the primary metal, referred to as the by-product method, for Wharf. Revenue from secondary metal, such as silver at Wharf, is treated as a cost credit.

Overview

We are primarily a gold and silver producer with operating assets located in the United States and Mexico and an exploration project in Canada.

Second Quarter Highlights

For the quarter, Coeur reported revenue of $177.2 million and cash provided by operating activities of $39.4 million. We reported GAAP net loss of $32.4 million, or $0.10 per diluted share. On a non-GAAP adjusted basis1, the Company reported EBITDA of $22.2 million and net loss of $20.2 million or $0.06 per diluted share. For the six months ended June 30, 2023, Coeur reported revenue of $364.5 million and cash provided by operating activities of $4.4 million. We reported GAAP net loss of $57.0 million, or $0.18 per diluted share. On a non-GAAP adjusted basis1, the Company reported EBITDA of $47.4 million and net loss of $53.2 million or $0.17 per diluted share.

•Rochester expansion approximately 97% complete as of July 31 – Solution is now circulating through the completed Stage VI leach pad and Merrill-Crowe process plant, with initial ounces expected to be recovered next month. Construction completion of the new three-stage crushing circuit is anticipated this quarter. Ramp-up of the expanded operation is set to occur over the remainder of 2023 and into early 2024, leading to expected significant production growth and materially lower costs. The estimated ultimate cost to complete the expansion is expected to be approximately 6 - 9%, or $40 - $60 million, higher than the prior high-end of guidance. The Company has incurred approximately $660 million of total project costs through the end of July.

•Second quarter operating strength at Rochester and Wharf offset lower production at Kensington – Gold and silver production for the quarter totaled 68,406 ounces and 2.4 million ounces, respectively. Stronger production at Rochester and Wharf offset a weaker quarter at Kensington due to excessive water flows and paste backfill issues, which delayed the timing of production from certain stopes

•Full-year silver production guidance maintained; gold production guidance revised to reflect lower outlook at Kensington – 2023 silver production is expected to be 10 - 12 million ounces. 2023 gold production expected to be 304,000 - 352,500 ounces, approximately 5% lower than prior full-year gold production guidance, after taking Kensington’s lower than anticipated second quarter production into account

•Balance sheet flexibility maintained to support remaining capital investments – Coeur ended the quarter with total liquidity of approximately $346 million including $57 million of cash, $280 million of available capacity under its $390 million revolving credit facility (“RCF”), and $9 million of marketable securities

•State of South Dakota approves Boston Expansion at Wharf - Coeur has received a state mine permit from the South Dakota Board of Minerals and Environment allowing for a fifty-acre expansion of mining operations at Wharf, which is expected to add significant certainty to Wharf’s current eight-year mine life

Selected Financial and Operating Results




	Three Months Ended				Six Months Ended
In thousands	June 30, 2023		March 31, 2023		June 30, 2023		June 30, 2022
Financial Results (In thousands):
Gold sales	$	121,355	$	127,101	$	248,456	$	276,076
Silver sales	$	55,880	$	60,197	$	116,077	$	116,451


Consolidated Revenue	$	177,235	$	187,298	$	364,533	$	392,527
Net income (loss)	$	(32,412)	$	(24,586)	$	(56,998)	$	(69,752)
Net income (loss) per share, diluted	$	(0.10)	$	(0.08)	$	(0.18)	$	(0.26)
Adjusted net income (loss)(1)	$	(20,153)	$	(33,058)	$	(53,211)	$	(26,887)
Adjusted net income (loss) per share, diluted(1)	$	(0.06)	$	(0.11)	$	(0.17)	$	(0.10)
EBITDA(1)	$	3,961	$	16,219	$	20,180	$	7,580
Adjusted EBITDA(1)	$	22,235	$	25,127	$	47,362	$	77,261
Total debt(2)	$	469,386	$	494.086	$	469,386	$	547,500
Operating Results:
Gold ounces produced	68,406		69,039		137,445		159,181
Silver ounces produced	2,388,141		2,534,883		4,923,024		4,975,628


Gold ounces sold	67,090		70,866		137,956		159,997
Silver ounces sold	2,337,413		2,588,919		4,926,332		4,993,482


Average realized price per gold ounce	$	1,809	$	1,794	$	1,801	$	1,726
Average realized price per silver ounce	$	23.91	$	23.25	$	23.56	$	23.32

(1)See “Non-GAAP Financial Performance Measures.”

(2)Includes finance leases. Net of debt issuance costs and premium received.

Consolidated Financial Results

Three Months Ended June 30, 2023 compared to Three Months Ended March 31, 2023

Revenue

We sold 67,090 gold ounces and 2.3 million silver ounces, compared to 70,866 gold ounces and 2.6 million silver ounces. Revenue decreased by $10.1 million, or 5%, as a result of a 5% and 10% decrease in gold and silver ounces sold, respectively, partially offset by a 1% and 3% increase in average realized gold and silver prices, respectively. The decrease in gold ounces sold was primarily due to lower mill throughput at Palmarejo, timing of recoveries and placement of ore tons on the new Stage VI leach pad at Rochester, and lower grades at Kensington, partially offset by timing of recoveries at Wharf. The decrease in silver ounces sold was primarily due to lower mill throughput at Palmarejo and timing of recoveries and placement of ore tons on the new Stage VI leach pad at Rochester. Gold and silver represented 68% and 32% of second quarter 2023 sales revenue, respectively, compared to 68% and 32% of first quarter 2023 sales revenue, respectively.

The following table summarizes consolidated metal sales:


	Three Months Ended		Increase (Decrease)			Percentage Change
In thousands	June 30, 2023				March 31, 2023
Gold sales	$	121,355	$	127,101		$	(5,746)	(5)	%
Silver sales	55,880		60,197			(4,317)		(7)	%
Metal sales	$	177,235	$	187,298		$	(10,063)	(5)	%

Costs Applicable to Sales

Costs applicable to sales decreased $13.4 million, or 9%, primarily due to lower gold and silver ounces sold and a decreased lower of cost or net realizable value (“LCM”) adjustments at Rochester. For a complete discussion of costs applicable to sales, see Results of Operations below.

Amortization

Amortization decreased $3.1 million, or 14% primarily due to lower gold and silver ounces sold.

Expenses

General and administrative expenses decreased $2.3 million, or 19%, primarily due to lower employee incentive related costs.

Exploration expense decreased $1.7 million, or 37% driven by increased Canadian mining exploration tax credits associated with expenditures at the Silvertip exploration project.

Pre-development, reclamation, and other expenses decreased $0.8 million, or 8%, stemming from lower ongoing carrying costs at Silvertip.

The following table summarizes pre-development, reclamation, and other expenses:


	Three Months Ended		Increase (Decrease)			Percentage Change
In thousands	June 30, 2023				March 31, 2023
COVID-19	$	21	$	56		$	(35)	(63)	%
Silvertip ongoing carrying costs	4,609		6,180			(1,571)		(25)	%


Asset retirement accretion	4,073		3,993			80		2	%
Other	1,345		661			684		103	%
Pre-development, reclamation and other expense	$	10,048	$	10,890		$	(842)	(8)	%

Other Income and Expenses

During the second quarter of 2023, the Company incurred a $3.0 million gain in connection with the exchange of $48.5 million in aggregate principal amount plus accrued interest of 2029 Senior Notes for 13.9 million shares of common stock.

Fair value adjustments, net, decreased to a loss of $3.9 million compared to a gain of $10.6 million as a result of a decrease in value of the Company’s equity investments. For additional details on the Company’s equity investments see Note 6 -- Investments.

Interest expense (net of capitalized interest of $3.2 million) decreased to $6.9 million from $7.4 million due to lower interest payable following the extinguishment of $48.5 million in 2029 Senior Notes, and higher capitalized interest, partially offset by higher interest paid under the RCF due to increasing interest rates.

Other, net decreased to a loss of $9.9 million compared to $1.0 million as a result of the $12.3 million loss recognized from the sale of the deferred cash consideration, two royalties and contingent consideration received in connection with the sale of the La Preciosa Deferred Consideration.

Income and Mining Taxes

Income and mining tax expense of approximately $9.9 million resulted in an effective tax rate of (43.8)% for the three months ended June 30, 2023. This compares to income tax expense of $10.7 million for an effective tax rate of (77.2)% for the three months ended March 31, 2023. The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) mining taxes; (iv) the sale of non-core assets; (v) foreign exchange rate; (vi) percentage depletion; and (vii) the impact of uncertain tax positions. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.

The following table summarizes the components of the Company’s income (loss) before tax and income and mining tax (expense) benefit:


	Three Months Ended June 30,				Three Months Ended March 31,
		2023					2023
In thousands			Income (loss) before tax		Tax (expense) benefit			Income (loss) before tax		Tax (expense) benefit
United States			$	(35,540)	$	(2,264)		$	(25,780)	$	(1,018)
Canada			(4,410)		—			(9,294)		—
Mexico			17,534		(7,602)			21,399		(9,690)
Other jurisdictions			(130)		—			(203)		—
			$	(22,546)	$	(9,866)		$	(13,878)	$	(10,708)

A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will ultimately be more likely than not able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of factors that impact the Company’s ability to realize its deferred tax assets. For additional information, please see “Item 1A - Risk Factors”.

Net Loss

Net loss was $32.4 million, or $0.10 per diluted share, compared to $24.6 million, or $0.08 per diluted share. The increase in net loss was driven by a 5% and 10% decrease in gold and silver ounces sold, respectively, unfavorable changes in the fair value of the Company’s equity investments, and a $12.3 million loss on the sale of the La Preciosa Deferred Consideration. This was partially offset by a $3.0 million gain from extinguishment of $48.5 million in aggregate principal of 2029 Senior Notes, a 1% and 3% increase in average realized gold and silver prices, and lower exploration costs. Adjusted net loss was $20.2 million, or $0.06 per diluted share, compared to $33.1 million, or $0.11 per diluted share (see “Non-GAAP Financial Performance Measures”).

Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022

Revenue

We sold 137,956 gold ounces and 4.9 million silver ounces, compared to 159,997 gold ounces and 5.0 million silver ounces. Revenue decreased by $28.0 million, or 7%, as a result of a 14% and 1% decrease in gold and silver ounces sold, respectively, partially offset by a 4% and 1% increase in average realized gold and silver prices, respectively. The decrease in gold ounces sold was primarily due to lower mill throughput and grades at Palmarejo and lower mill throughput and recoveries at Kensington, partially offset by timing of recoveries at Rochester and Wharf, and higher grades at Wharf. The decrease in silver ounces sold was primarily due to lower mill throughput at Palmarejo, partially offset by the timing of recoveries and higher grades at Rochester. Gold and silver represented 68% and 32% of 2023 sales revenue, respectively, compared to gold and silver representing 70% and 30% of 2022 sales revenue, respectively.

The following table summarizes consolidated metal sales:


	Six Months Ended				Increase (Decrease)	Percentage Change
In thousands	June 30, 2023		June 30, 2022
Gold sales	$	248,456	$	276,076		$	(27,620)	(10)	%
Silver sales	116,077		116,451			(374)		—	%
Metal sales	$	364,533	$	392,527		$	(27,994)	(7)	%

Costs Applicable to Sales

Costs applicable to sales increased $8.7 million, or 3%, primarily due to higher operating costs partially impacted by continued inflationary pressures relating to diesel and consumable costs. For a complete discussion of costs applicable to sales, see Results of Operations below.

Amortization

Amortization decreased $12.1 million primarily due to lower gold ounces sold and longer assumed mine lives at Palmarejo, Rochester, Kensington and Wharf driven by prior year’s successful investments in exploration.

Expenses

General and administrative expenses increased $2.3 million, or 12%, primarily due to higher employee incentive related costs.

Exploration expense decreased $3.1 million, or 29%, driven by increased Canadian mining exploration tax credits associated with expenditures at the Silvertip exploration project.

Pre-development, reclamation, and other expenses increased $0.3 million, or 2%, stemming from higher asset retirement accretion, partially offset by lower costs incurred in connection with the Company’s COVID-19 health and safety protocols.

The following table summarizes pre-development, reclamation, and other expenses:


	Six Months Ended June 30,			Increase (Decrease)		Percentage Change
In thousands	2023	2022
COVID-19		$	77	$	1,290	$	(1,213)	(94)	%
Silvertip ongoing carrying costs		10,789		10,913		(124)		(1)	%


Asset retirement accretion		8,066		6,992		1,074		15	%
Other		2,006		1,395		611		44	%
Pre-development, reclamation and other expense		$	20,938	$	20,590	$	348	2	%

Other Income and Expenses

Fair value adjustments, net, increased to a gain of $6.6 million compared to a $52.2 million loss as a result of an increase in value of the Company’s equity investments. For additional details on the Company’s equity investments see Note 6 -- Investments.

Interest expense (net of capitalized interest of $5.3 million) increased to $14.3 million from $9.7 million due to higher interest paid under the RCF attributable to higher average debt levels and interest rates, and lower capitalized interest.

Other, net decreased to a loss of $10.9 million compared to a gain of $2.1 million, as a result of the $12.3 million loss recognized from the sale of the La Preciosa Deferred Consideration.

Income and Mining Taxes

During the first half of 2023, income and mining tax expense of approximately $20.6 million resulted in an effective tax rate of (56.5)% for 2023. This compares to income tax expense of $13.2 million for an effective tax rate of (23.3)% for 2022. The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) the sale of non-core assets; (ii) variations in our income before income taxes; (iii) geographic distribution of that income; (iv) mining taxes; (v) foreign exchange rates; (vi) the impact of uncertain tax positions; (vii) percentage depletion; and (viii) the non-recognition of tax assets. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.

The following table summarizes the components of the Company’s income (loss) before tax and income and mining tax (expense) benefit:


	Six Months Ended June 30,
	2023				2022
In thousands	Income (loss) before tax		Tax (expense) benefit		Income (loss) before tax		Tax (expense) benefit
United States	$	(61,320)	$	(3,282)	$	(95,252)	$	(2,197)
Canada	(13,704)		—		(13,899)		(21)
Mexico	38,933		(17,292)		52,669		(10,978)
Other jurisdictions	(333)		—		(74)		—
	$	(36,424)	$	(20,574)	$	(56,556)	$	(13,196)

Net Loss

Net loss was $57.0 million, or $0.18 per diluted share, compared to $69.8 million, or $0.26 per diluted share. The decrease in net loss was driven by favorable changes in the fair value of the Company’s equity investments, a 4% and 1% increase in average realized gold and silver prices, respectively, decreased LCM adjustments at Rochester and lower exploration costs. This was partially offset by a 14% and 1% decrease in gold and silver ounces sold, respectively, higher losses on the sale of assets, interest expense and income and mining taxes. Adjusted net loss was $53.2 million, or $0.17 per diluted share, compared to $26.9 million, or $0.10 per diluted share (see “Non-GAAP Financial Performance Measures”).

2023 Guidance

Coeur reiterated its 2023 production and cost guidance other than (i) updating production and costs at Kensington and (ii) modifying capital expenditures to reflect the updated estimate to complete the Rochester expansion.

2023 Production Guidance


	Previous		Updated
	Gold	Silver	Gold	Silver
	(oz)	(K oz)	(oz)	(K oz)
Palmarejo	100,000 - 112,500	6,500 - 7,500	100,000 - 112,500	6,500 - 7,500
Rochester	35,000 - 50,000	3,500 - 4,500	35,000 - 50,000	3,500 - 4,500
Kensington	100,000 - 112,500	—	84,000 - 95,000	—
Wharf	85,000 - 95,000	—	85,000 - 95,000	—

Total	320,000 - 370,000	10,000 - 12,000	304,000 - 352,500	10,000 - 12,000

2023 Costs Applicable to Sales Guidance


	Previous		Updated
	Gold	Silver	Gold	Silver
	($/oz)	($/oz)	($/oz)	($/oz)
Palmarejo (co-product)	$900 - $1,050	$14.25 - $15.25	$900 - $1,050	$14.25 - $15.25
Rochester (co-product)	—	—	—	—
Kensington	$1,500 - $1,700	—	$1,650 - $1,750	—
Wharf (by-product)	$1,200 - $1,350	—	$1,200 - $1,350	—

The Company expects second half 2023 CAS at Rochester to be similar to actual first half 2023 CAS as Coeur completes and ramps up the expansion project.

2023 Capital, Exploration and G&A Guidance


	Previous	Updated
	($M)	($M)
Capital Expenditures, Sustaining	$120 - $145	$148 - $168
Capital Expenditures, Development	$200 - $235	$230 - $264
Exploration, Expensed	$30 - $35	$30 - $35
Exploration, Capitalized	$10 - $15	$10 - $15
General & Administrative Expenses	$36 - $40	$36 - $40

Note: The Company’s previous guidance figures assume estimated prices of $1,800/oz gold and $23.00/oz silver as well as CAD of 1.25 and MXN of 20.00. Guidance figures exclude the impact of any metal sales or foreign exchange hedges. The Company’s updated guidance figures assume estimated prices of $1,900/oz gold and $23.00/oz silver as well as CAD of 1.25 and MXN of 20.00. Guidance figures exclude the impact of any metal sales or foreign exchange hedges.

Results of Operations

Palmarejo


	Three Months Ended						Six Months Ended
	June 30, 2023			March 31, 2023			June 30, 2023			June 30, 2022
Tons milled	472,622			533,606			1,006,228			1,104,811
Average gold grade (oz/t)	0.056			0.052			0.054			0.055
Average silver grade (oz/t)	4.10			4.02			4.06			3.91
Average recovery rate – Au	87.4		%	90.1		%	88.8		%	91.5		%
Average recovery rate – Ag	83.5		%	81.7		%	82.5		%	83.6		%
Gold ounces produced	23,216			25,118			48,334			56,040
Silver ounces produced	1,616,986			1,752,430			3,369,416			3,607,580
Gold ounces sold	22,207			25,970			48,177			57,527
Silver ounces sold	1,560,743			1,795,159			3,355,902			3,650,723
CAS per gold ounce(1)	$	1,028		$	930		$	975		$	802
CAS per silver ounce(1)	$	15.22		$	14.00		$	14.57		$	12.64

(1)See Non-GAAP Financial Performance Measures.

Three Months Ended June 30, 2023 compared to Three Months Ended March 31, 2023

Gold and silver production decreased 8% as a result of 11% lower mill throughput, partially offset by 8% and 2% higher gold and silver grades, respectively. Metal sales were $72.7 million, or 41% of Coeur’s metal sales, compared with $82.3 million, or 45% of Coeur’s metal sales. Revenue decreased by $9.6 million or 12%, of which $11.6 million was due to a lower volume of gold and silver production, partially offset by an increase of $2.0 million due to higher average realized gold and silver prices. Costs applicable to sales per gold and silver ounce increased 11% and 9%, respectively, due to higher consumable costs and higher employee-related costs. Amortization decreased to $8.0 million due to lower sales. Capital expenditures increased to $11.9 million from $10.2 million due to higher expenditures related to the open pit backfill project and underground development.

Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022

Gold and silver production decreased 14% and 7%, respectively as a result of 9% lower mill throughput, 2% lower gold grades, and lower recoveries, partially offset by 4% higher silver grades. Metal sales were $155.0 million, or 43% of Coeur’s metal sales, compared with $169.0 million, or 44% of Coeur’s metal sales. Revenue decreased by $14.0 million or 8%, of which $21.7 million was due to a lower volume of gold and silver production, partially offset by an increase of $7.7 million due to higher average realized gold and silver prices. Costs applicable to sales per gold and silver ounce increased 22% and 15%, respectively, due to the mix of gold and silver sales, lower production, higher employee-related and consumable costs primarily due to inflationary pressures. Amortization decreased to $16.7 million due to lower sales and longer assumed mine life. Capital expenditures decreased to $22.1 million from $23.7 million due to lower infill drilling activities.

Rochester


	Three Months Ended				Six Months Ended
	June 30, 2023		March 31, 2023		June 30, 2023		June 30, 2022
Tons placed(1)	2,690,840		2,456,586		5,147,426		8,614,332
Average gold grade (oz/t)	0.003		0.003		0.003		0.003
Average silver grade (oz/t)	0.42		0.45		0.43		0.34
Gold ounces produced	6,314		8,155		14,469		14,385
Silver ounces produced	682,656		761,346		1,444,002		1,344,345
Gold ounces sold	6,493		8,349		14,842		13,999
Silver ounces sold	694,657		769,804		1,464,461		1,320,793
CAS per gold ounce(2)	$	1,726	$	2,413	$	2,136	$	2,308
CAS per silver ounce(2)	$	21.39	$	29.51	$	25.42	$	28.71

(1)During the three months ended June 30, 2023, 258,736 and 2,432,104 tons were placed on Stage IV and Stage VI leach pads, respectively. During the three months ended March 31, 2023, 1,405,499 and 1,051,087 tons were placed on Stage IV and Stage VI leach pads, respectively. During the six months ended June 30, 2023, 1,664,235 and 3,483,192 tons were placed on Stage IV and Stage VI leach pads, respectively. During the six months ended June 30, 2022, 8,338,045 and 276,287 tons were placed on Stage IV and Stage VI leach pads, respectively.

(2)See Non-GAAP Financial Performance Measures.

Three Months Ended June 30, 2023 compared to Three Months Ended March 31, 2023

Gold and silver production decreased 23% and 10%, respectively, as a result of the timing of recoveries primarily due to Rochester preparing to transition from the legacy Stage IV leach pad to the new Stage VI leach pad associated with the Rochester expansion. Approximately 90% of the tons placed in the second quarter of 2023 were placed onto the new Stage VI leach pad, which is expected to begin production in the third quarter of 2023. Metal sales were $29.1 million, or 16% of Coeur’s metal sales, compared with $33.9 million, or 18% of Coeur’s metal sales. Revenue decreased by $4.8 million, or 14%, of which $5.4 million was due to a lower volume of gold and silver production, partially offset by an increase of $0.6 million due to higher average realized gold and silver prices. Costs applicable to sales per gold and silver ounce decreased 28% due to a lower LCM adjustment of $1.6 million compared to $13.1 million in the prior period and lower cyanide and outside service costs. Amortization decreased to $3.6 million due to lower gold and silver ounces sold. Capital expenditures increased to $61.5 million from $52.0 million due to timing of payments related to the Rochester expansion project.

Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022

Gold and silver production increased 1% and 7%, respectively, primarily due to the timing of recoveries. Metal sales were $63.0 million, or 17% of Coeur’s metal sales, compared with $56.9 million, or 14% of Coeur’s metal sales. Revenue increased by $6.1 million, or 11%, of which $5.0 million was due to a higher volume of gold and silver production, and $1.1 million due to higher average realized gold and silver prices. Costs applicable to sales per gold and silver ounce decreased 7% and 11%, respectively, due to the mix of gold and silver sales, lower LCM adjustments of $14.7 million compared to $16.8 million in the prior period, and lower diesel costs, partially offset by higher employee-related, and maintenance costs. Amortization decreased to $8.9 million due to longer assumed mine life. Capital expenditures increased to $113.4 million from $80.0 million due to timing of payments related to the Rochester expansion project.

At the end of July, the project was approximately 97% complete and the Company had incurred $660 million of the total project costs.

Coeur expects to achieve mechanical completion of the crusher corridor in the third quarter, with ramp-up anticipated throughout the second half of 2023 and into early 2024.

Kensington


	Three Months Ended						Six Months Ended
	June 30, 2023			March 31, 2023			June 30, 2023			June 30, 2022
Tons milled	152,907			153,337			306,244			341,690
Average gold grade (oz/t)	0.09			0.15			0.12			0.16
Average recovery rate	90.9		%	91.2		%	91.1		%	93.3		%
Gold ounces produced	13,193			20,296			33,489			50,512
Gold ounces sold	13,273			20,902			34,175			50,500
CAS per gold ounce(1)	$	2,945		$	1,785		$	2,235		$	1,500

(1)See Non-GAAP Financial Performance Measures.

Three Months Ended June 30, 2023 compared to Three Months Ended March 31, 2023

Gold production decreased 35% as a result of 40% lower grades due to challenges with mine sequencing and stope extraction driven by significant water inflows from spring runoff and paste backfill issues. Metal sales were $24.6 million, or 14% of Coeur’s metal sales, compared to $40.2 million, or 21% of Coeur’s metal sales. Revenue decreased by $15.6 million, or 39%, of which $14.1 million resulted from a lower volume of gold production, and $1.5 million due to lower average realized gold prices. Costs applicable to sales per gold ounce increased 65% due to lower production and higher outside service costs. Amortization decreased to $4.8 million primarily due to lower ounces sold. Capital expenditures increased to $11.7 million from $7.7 million due to higher infill drilling and underground development.

Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022

Gold production decreased 34% as a result of 10% lower throughput primarily due to challenges with mine sequencing and stope extraction as well as lower grades and recoveries. Metal sales were $64.8 million, or 18% of Coeur’s metal sales, compared to $94.6 million, or 24% of Coeur’s metal sales. Revenue decreased by $29.8 million, or 31%, of which $30.9 million resulted from a lower volume of gold production, partially offset by an increase of $1.1 million due to higher average realized gold prices. Costs applicable to sales per gold ounce increased 49% due to lower production. Amortization decreased to $10.6 million primarily due to lower ounces sold and longer assumed mine life. Capital expenditures increased to $22.4 million from $16.8 million due to higher infill drilling and underground development.

Wharf


	Three Months Ended				Six Months Ended
	June 30, 2023		March 31, 2023		June 30, 2023		June 30, 2022
Tons placed	1,041,846		1,156,794		2,198,640		2,177,784
Average gold grade (oz/t)	0.022		0.032		0.027		0.020
Gold ounces produced	25,683		15,470		41,153		38,244
Silver ounces produced	88,499		21,107		109,606		23,703
Gold ounces sold	25,117		15,645		40,762		37,971
Silver ounces sold	82,013		23,956		105,969		21,966
CAS per gold ounce(1)	$	1,031	$	1,468	$	1,199	$	1,177

(1)See Non-GAAP Financial Performance Measures.

Three Months Ended June 30, 2023 compared to Three Months Ended March 31, 2023

Gold production increased 66% driven by timing of recoveries. Metal sales were $50.8 million, or 29% of Coeur’s metal sales, compared to $30.9 million, or 16% of Coeur’s metal sales. Revenue increased by $19.9 million, or 64%, of which $19.8 million was due to a higher gold production, and $0.1 million due to higher average realized gold prices. Costs applicable to sales per gold ounce decreased 30% due to higher production and lower operating costs. Amortization increased to $1.8 million due to higher ounces sold. Capital expenditures were $0.2 million.

Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022

Gold production increased 8% driven by higher grades. Metal sales were $81.7 million, or 22% of Coeur’s metal sales, compared to $72.1 million, or 18% of Coeur’s metal sales. Revenue increased by $9.6 million, or 13%, of which $7.4 million was due to a higher volume of gold production, and $2.2 million due to higher average realized gold prices.

Costs applicable to sales per gold ounce increased 2% due to higher diesel and other consumable costs primarily due to inflationary pressures. Amortization decreased to $3.2 million due to longer assumed mine life. Capital expenditures were $0.3 million.

Silvertip

Six Months Ended June 30, 2023

Ongoing carrying costs at Silvertip totaled $10.8 million in the first half of 2023 and $10.9 million in 2022. Capital expenditures in the first half of 2023 totaled $0.8 million compared to $17.6 million in the prior year due to planned reduction in capital development expenditures.

Since acquisition, exploration at Silvertip has been consistently successful, with demonstrated resource growth. Multiple new zones have been discovered, providing a path to potentially significant resource expansion. In addition, the full geochemical and metal zonation of the deposit will be studied including the critical minerals indium, germanium and gallium that are present in the ore body. The Company anticipates a slower overall timeline to advance the Silvertip project, with the primary focus on growth and understanding of the overall deposit. Consistent with Silvertip’s status as a long-term exploration project, the Company reclassified its mineral reserves to measured and indicated resources as of year-end 2022.

Coeur focused on compiling, analyzing and interpreting historical data during the first half of the year to increase the understanding of the geological context and mineralization system. Significant work on logging, data collection, analysis and interpretation is ongoing as part of this effort. A new detailed geological model will be compiled to support year-end resource calculations at the end of 2023.

Liquidity and Capital Resources

At June 30, 2023, the Company had $58.6 million of cash, cash equivalents and restricted cash and $280.5 million available under the RCF. Future borrowing under the RCF may be subject to certain financial covenants. Cash and cash equivalents decreased $4.6 million in the six months ended June 30, 2023, due to 14% and 1% decrease in gold and silver ounces sold, respectively, $159.6 million of capital expenditures primarily related to the Rochester expansion project and higher costs at our operations due to continued inflationary pressures, partially offset by net proceeds of $98.4 million from the sale of 32.9 million shares of its common stock in the March 2023 Equity Offering, $39.8 million received from the sale of the remaining 6.0 million shares of common stock of Victoria Gold (“Victoria Gold Common Shares”), and net proceeds of $18.2 million from the sale of 5.3 million shares of its common stock in the Private Placement Offering (excludes 3 million over-allotment shares issued subsequent to quarter end). Additionally, the Company received net proceeds of $7.0 million from the sale of the deferred cash consideration, two royalties and contingent consideration received in connection with the sale of the La Preciosa project, $5.0 million received from the Avino note receivable, net proceeds of $1.8 million from the sale of remaining common stock of Integra Resources Corporation, and a 1% and 3% increase in average realized gold and silver prices, respectively.

At June 30, 2023, the Company had $80.0 million drawn, $29.5 million in outstanding letters of credit and $280.5 million available under the RCF. On August 9, 2023, the Company entered into an amendment (the “August Amendment”) to the RCF. The August Amendment, among other things, (1) modifies the financial covenants to provide greater flexibility during the final stages of the Rochester expansion under (a) the consolidated net leverage and consolidated senior secured leverage ratios at September 30, 2023 through the March 31, 2024, with the ratios returning to the previous levels at June 30, 2024 and (b) the consolidated interest coverage ratio at June 30 through September 30, 2023, with the ratio returning to the previous level at December 31, 2023, (2) allows up to $50 million, through June 30, 2024, stepping down to $40 million in September 31, 2024, $30 million in December 31, 2024 and $15 million thereafter, for integration costs or costs associated with establishing new facilities and certain costs associated with LCM adjustments at Rochester to be excluded from the calculation of Consolidated EBITDA for purposes of the RCF, (3) increases the interest rate on certain borrowings through June 30, 2024, and (4) restricts certain acquisitions through March 31, 2024.

In January 2023, the Company completed the sale of its remaining 6.0 million Victoria Gold Common Shares at a price of $6.70 per Victoria Gold Common Share, for net proceeds of $39.8 million. At June 30, 2023, the Company held $9.2 million of equity securities.

In March 2023, the Company completed a $100.0 million “at the market” offering of its common stock, par value $0.01 per share (the “March 2023 Equity Offering”). The Company sold a total of 32,861,580 shares of common stock in the March 2023 Equity Offering at an average price of $3.04 per share, raising net proceeds (after sales commissions) of $98.4 million.

In June 2023, the Company sold a total of 5,276,154 shares its common stock (“Private Placement Offering”) issued as “flow-through shares” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “FT Shares”), raising a net proceeds of $18.2 million, of which $5.1 million represents net proceeds received in excess of the Company’s average price (“FT Premium Liability”). The proceeds of the issuance of FT Shares will be used by the Company for certain qualifying “Canadian Exploration Expenditures” (as such term is defined in the Income Tax Act (Canada)). The Company granted an over-allotment option of up to 3,000,000 additional flow-through shares, which was exercised in full and closed on July 20, 2023. The over-allotment option raised net proceeds of $10.5 million, including an additional $2.7 million of FT Premium Liability.

The Company had outstanding forward contracts on 111,498 ounces of gold and 2.5 million ounces of silver at June 30, 2023 that settle monthly through December 2023. The Company is targeting to hedge up to 70% of expected gold production and 50% of expected silver production for 2023 in order to protect cash flow during a period of elevated capital expenditures and may in the future layer on additional hedges as circumstances warrant. The weighted average fixed price on the forward contracts is $1,977 per ounce of gold and $25.40 per ounce of silver.

In the second quarter of 2023, the Company exchanged $48.5 million in aggregate principal amount plus accrued interest of 2029 Senior Notes for 13.9 million shares of common stock.

We currently believe we have sufficient sources of funding to meet our business requirements for the next twelve months and longer-term. We expect to use a combination of cash provided by operating activities under-pinned by our gold and silver hedging programs, additional equity financing, and borrowings under our RCF depending on future commodity prices to fund near term capital requirements, including those described in this report for the Rochester expansion project and in our 2023 capital expenditure guidance. Our longer-term plans contemplate the expansion and restart of Silvertip, as well as the continued exploration to extend mine lives at all of our operating sites.

At the end of July, the project was approximately 97% complete and the Company had incurred $660 million of the total project costs. Coeur expects to achieve mechanical completion of the crusher corridor in the third quarter, with ramp-up anticipated throughout the second half of 2023 and into early 2024. The Company also updated its estimate for the expected ultimate cost to complete the expansion, which reflects additional contractor hours required to offset the loss of approximately thirty days due to extreme weather and lower than planned productivity rates driven by a lack of qualified skilled labor. Together with ongoing inflationary impacts and required construction re-work to address issues from previously completed engineering designs, the Company expects the total cost for the project to be approximately 6 - 9%, or $40 - $60 million above the high end of Coeur’s previous guidance range of $650 - $670 million.

We also have additional obligations as part of our ordinary course of business, beyond those committed for capital expenditures and other purchase obligations and commitments for purchases of goods and services.

If and to the extent liquidity resources are insufficient to support short- and long-term expenditures, we may need to incur additional indebtedness or issue additional equity securities, among other financing options, which may not be available on acceptable terms or at all. This could have a material adverse impact on the Company, as discussed in more detail under Item 1A – Risk Factors in the 2022 10-K and Part II, Item 1A of this Report.

Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities for the three months ended June 30, 2023 was $39.4 million, compared to net cash used in operating activities of $35.0 million for the three months ended March 31, 2023. Net cash provided by operating activities for the six months ended June 30, 2023 was $4.4 million, compared to $16.2 million for the six months ended June 30, 2022. Adjusted EBITDA for the three months ended June 30, 2023 was $22.2 million, compared to $25.1 million for the three months ended March 31, 2023. Adjusted EBITDA for the six months ended June 30, 2023 was $47.4 million, compared to $77.3 million for the six months ended June 30, 2022. (see “Non-GAAP Financial Performance Measures”). Net cash provided by operating activities was impacted by the following key factors for the applicable periods:


	Three Months Ended				Six Months Ended
In thousands	June 30, 2023		March 31, 2023		June 30, 2023		June 30, 2022
Cash flow before changes in operating assets and liabilities	$	(6,920)	$	6,223	$	(697)	$	53,552
Changes in operating assets and liabilities:
Receivables	(913)		3,050		2,137		4,218
Prepaid expenses and other	4,260		(496)		3,764		3,014
Inventories	(18,738)		(17,635)		(36,373)		(28,935)
Accounts payable and accrued liabilities	61,708		(26,145)		35,563		(15,632)
Cash provided by (used in) operating activities	$	39,397	$	(35,003)	$	4,394	$	16,217

Net cash provided by operating activities increased $74.4 million for the three months ended June 30, 2023 compared to the three months ended March 31, 2023, primarily as a result of a 1% and 3% increase in average realized gold and silver prices, respectively, receipt of $45.0 million of metal sales prepayments in the second quarter of 2023, the timing of interest payments and lower exploration costs, partially offset by 5% and 10% decrease in gold and silver ounces sold. Revenue for the three months ended June 30, 2023 compared to the three months ended March 31, 2023 decreased by $10.1 million, of which $12.8 million was due to the lower volume of gold and silver sales, partially offset by $2.8 million as the result of higher average realized gold and silver prices.

Net cash provided by operating activities decreased $11.8 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022, primarily due to a 14% and 1% decrease in gold and silver ounces sold, respectively, higher operating and costs, partially offset by a 4% and 1% increase in average realized gold and silver prices, respectively, receipt of $45.0 million of prepayments in the second quarter of 2023 and lower exploration costs. Revenue for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 decreased by $28.0 million, of which $41.3 million was due to a lower volume of gold and silver sales, partially offset by $13.3 million as the result of higher average realized gold and silver prices.

Cash Provided by (Used in) Investing Activities

Net cash used in investing activities in the three months ended June 30, 2023 was $75.6 million compared to $29.3 million in the three months ended March 31, 2023. Cash used in investing activities increased primarily due to higher capital expenditures partially offset by net proceeds of $7.0 million received from the sale of the La Preciosa Deferred Consideration, and net proceeds of $1.8 million from the sale of remaining common stock of Integra Resources Corporation. The Company incurred capital expenditures of $85.6 million in the three months ended June 30, 2023 compared with $74.0 million in the three months ended March 31, 2023 primarily related to POA 11 construction activities at Rochester and underground development at Palmarejo and Kensington in both periods.

Net cash used in investing activities in the six months ended June 30, 2023 was $105.0 million compared to $126.7 million in the six months ended June 30, 2022. Cash used in investing activities decreased primarily due to net proceeds of $39.8 million received from the sale of its remaining Victoria Gold Common Shares, net proceeds of $7.0 million received from the sale of the La Preciosa Deferred Consideration, $5.0 million received from the collection of amounts due under the promissory note issued in connection with the sale of the La Preciosa project, and net proceeds of $1.8 million from the sale of remaining common stock of Integra Resources Corporation, partially offset by an increase in capital expenditures and the receipt of net proceeds of $15.3 million from the sale of the La Preciosa project in 2022. The Company incurred capital expenditures of $159.6 million in the six months ended June 30, 2023 compared with $142.7 million in the six months ended June 30, 2022 primarily related to POA 11 construction activities at Rochester and underground development at Palmarejo and Kensington in both periods.

Cash Provided by Financing Activities

Net cash provided by financing activities in the three months ended June 30, 2023 was $25.9 million compared to $69.4 million in the three months ended March 31, 2023. During the three months ended June 30, 2023, the Company drew $20.0 million, net, under the RCF, and received net proceeds of $13.1 million from the sale of 5.3 million shares of its common stock issued as the FT Shares. During the three months ended March 31, 2023, the Company repaid $20.0 million, net, under the RCF and received net proceeds of $98.4 million from the sale of 32.9 million shares of its common stock in the March 2023 Equity Offering.

Net cash provided by financing activities in the six months ended June 30, 2023 was $95.3 million compared to $127.5 million in the six months ended June 30, 2022. During the six months ended June 30, 2023, the Company received net proceeds of $98.4 million from the sale of 32.9 million shares of its common stock in the March 2023 Equity Offering, and received net proceeds of $13.1 million from the sale of 5.3 million shares of its common stock issued as the FT Shares.

During the six months ended June 30, 2022, the Company drew $50.0 million, net, under the RCF, and the Company received net proceeds of $98.3 million from the sale of 22.1 million shares of its common stock in the March 2022 Equity Offering.

Critical Accounting Policies and Accounting Developments

See Note 2 - Summary of Significant Accounting Policies contained in the 2022 10-K and Note 2 - Summary of Significant Accounting Policies contained in this Report for the Company’s critical accounting policies and estimates.

Other Liquidity Matters

We believe that our liquidity and capital resources in the U.S. are adequate to fund our U.S. operations and corporate activities. The Company has asserted indefinite reinvestment of earnings from its Mexican operations as determined by management’s judgment about and intentions concerning the future operations of the Company. The Company does not believe that the amounts reinvested will have a material impact on liquidity.

In order to reduce indebtedness, fund future cash interest payments and/or amounts due at maturity or upon redemption and for general working capital purposes, from time-to-time we may (1) issue equity securities for cash in public or private offerings or (2) repurchase certain of our debt securities for cash or in exchange for other securities, which may include secured or unsecured notes or equity, in each case in open market or privately negotiated transactions. We evaluate any such transactions in light of prevailing market conditions, liquidity requirements, contractual restrictions, and other factors. The amounts involved may be significant and any debt repurchase transactions may occur at a substantial discount to the debt securities’ face amount.

Non-GAAP Financial Performance Measures

Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles (“GAAP”). Unless otherwise noted, we present the Non-GAAP financial measures in the tables below. These measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

Adjusted Net Income (Loss)

Management uses Adjusted net income (loss) to evaluate the Company’s operating performance, and to plan and forecast its operations. The Company believes the use of Adjusted net income (loss) reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. Management’s determination of the components of Adjusted net income (loss) are evaluated periodically and is based, in part, on a review of non-GAAP financial measures used by mining industry analysts. The tax effect of adjustments are based on statutory tax rates and the Company’s tax attributes, including the impact through the Company’s valuation allowance. The combined effective rate of tax adjustments may not be consistent with the statutory tax rates or the Company’s effective tax rate due to jurisdictional tax attributes and related valuation allowance impacts which may minimize the tax effect of certain adjustments and may not apply to gains and losses equally. Adjusted net income (loss) is reconciled to Net income (loss) in the following table:


	Three Months Ended				Six Months Ended
In thousands except per share amounts	June 30, 2023		March 31, 2023		June 30, 2023		June 30, 2022
Net income (loss)	$	(32,412)	$	(24,586)	$	(56,998)	$	(69,752)
Fair value adjustments, net	3,922		(10,561)		(6,639)		52,205
Foreign exchange loss (gain)	154		1,991		2,145		1,503
(Gain) loss on sale of assets and securities	12,622		9		12,631		(2,452)
RMC bankruptcy distribution	(1,516)		—		(1,516)		—








Gain on debt extinguishment	(2,961)		—		(2,961)		—
COVID-19 costs	21		56		77		1,290
Other adjustments	1,137		70		1,207		(179)
Tax effect of adjustments(1)	(1,120)		(37)		(1,157)		(9,502)
Adjusted net income (loss)	$	(20,153)	$	(33,058)	$	(53,211)	$	(26,887)

Adjusted net income (loss) per share, Basic	$	(0.06)	$	(0.11)	$	(0.17)	$	(0.10)
Adjusted net income (loss) per share, Diluted	$	(0.06)	$	(0.11)	$	(0.17)	$	(0.10)

(1) For the three months ended June 30, 2023, tax effect of adjustments of $1.1 million (-9%) is primarily related to fair value adjustments on the Company’s equity investments, loss on the sale of the La Preciosa Deferred Consideration and LCM adjustment recorded at Rochester. For the three months ended March 31, 2023, tax effect of adjustments of $37 (0.3%) is primarily related to the fair value adjustments on the Company’s equity investments and LCM adjustment recorded at Rochester.

For the six months ended June 30, 2023, tax effect of adjustments of $1.2 million (-41%) is primarily related to the fair value adjustments on the Company’s equity investments, loss on the sale of the La Preciosa Deferred Consideration and LCM adjustment recorded at Rochester. For the six months ended June 30, 2022, tax effect of adjustments of $9.5 million (-19%) is primarily related to the de-recognition of deferred tax liabilities related to the sale of La Preciosa and the fair value adjustments on the Company’s equity investments.

EBITDA and Adjusted EBITDA

Management uses EBITDA to evaluate the Company’s operating performance, to plan and forecast its operations, and assess leverage levels and liquidity measures. The Company believes the use of EBITDA reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. Adjusted EBITDA is a measure used in the indenture governing the 2029 Senior Notes and the RCF to determine our ability to make certain payments and incur additional indebtedness. EBITDA and Adjusted EBITDA do not represent, and should not be considered an alternative to, Net income (Loss) or Cash Flow from Operations as determined under GAAP. Other companies may calculate Adjusted EBITDA differently and those calculations may not be comparable to our presentation. Adjusted EBITDA is reconciled to Net income (loss) in the following table:


	Three Months Ended				Six Months Ended
In thousands except per share amounts	June 30, 2023		March 31, 2023		June 30, 2023		June 30, 2022
Net income (loss)	$	(32,412)	$	(24,586)	$	(56,998)	$	(69,752)

Interest expense, net of capitalized interest	6,912		7,389		14,301		9,738
Income tax provision (benefit)	9,866		10,708		20,574		13,196
Amortization	19,595		22,708		42,303		54,398
EBITDA	3,961		16,219		20,180		7,580
Fair value adjustments, net	3,922		(10,561)		(6,639)		52,205
Foreign exchange (gain) loss	(627)		1,154		527		1,065
Asset retirement obligation accretion	4,073		3,993		8,066		6,992
Inventory adjustments and write-downs	1,603		14,187		15,790		10,760
(Gain) loss on sale of assets and securities	12,622		9		12,631		(2,452)
RMC bankruptcy distribution	(1,516)		—		(1,516)		—






Gain on debt extinguishment	(2,961)		—		(2,961)		—
COVID-19 costs	21		56		77		1,290


Other adjustments	1,137		70		1,207		(179)
Adjusted EBITDA	$	22,235	$	25,127	$	47,362	$	77,261

Free Cash Flow

Management uses Free Cash Flow as a non-GAAP measure to analyze cash flows generated from operations. Free Cash Flow is Cash Provided By (used in) Operating Activities less Capital expenditures as presented on the Condensed Consolidated Statements of Cash Flows. The Company believes Free Cash Flow is also useful as one of the bases for comparing the Company’s performance with its competitors. Although Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of Free Cash Flow is not necessarily comparable to such other similarly titled captions of other companies.

The following table sets forth a reconciliation of Free Cash Flow, a non-GAAP financial measure, to Cash Provided By (used in) Operating Activities, which the Company believes to be the GAAP financial measure most directly comparable to Free Cash Flow.


	Three Months Ended				Six Months Ended
(Dollars in thousands)	June 30, 2023		March 31, 2023		June 30, 2023		June 30, 2022
Cash flow from operations	$	39,397	$	(35,003)	$	4,394	$	16,217
Capital expenditures	85,581		74,048		159,629		142,658
Free cash flow	$	(46,184)	$	(109,051)	$	(155,235)	$	(126,441)

Operating Cash Flow Before Changes in Working Capital

Management uses Operating Cash Flow Before Changes in Working Capital as a non-GAAP measure to analyze cash flows generated from operations. Operating Cash Flow Before Changes in Working Capital is Cash Provided By (used in) Operating Activities excluding the change in Receivables, Prepaid expenses and other, Inventories and Accounts payable and accrued liabilities as presented on the Consolidated Statements of Cash Flows. The Company believes Operating Cash Flow Before Changes in Working Capital is also useful as one of the bases for comparing the Company’s performance with its competitors. Although Operating Cash Flow Before Changes in Working Capital and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of Operating Cash Flow Before Changes in Working Capital is not necessarily comparable to such other similarly titled captions of other companies.

The following table sets forth a reconciliation of Operating Cash Flow Before Changes in Working Capital, a non-GAAP financial measure, to Cash Provided By (used in) Operating Activities, which the Company believes to be the GAAP financial measure most directly comparable to Operating Cash Flow Before Changes in Working Capital.


	Three Months Ended				Six Months Ended
(Dollars in thousands)	June 30, 2023		March 31, 2023		June 30, 2023		June 30, 2022
Cash provided by (used in) operating activities	$	39,397	$	(35,003)	$	4,394	$	16,217
Changes in operating assets and liabilities:
Receivables	913		(3,050)		(2,137)		(4,218)
Prepaid expenses and other	(4,260)		496		(3,764)		(3,014)
Inventories	18,738		17,635		36,373		28,935
Accounts payable and accrued liabilities	(61,708)		26,145		(35,563)		15,632
Operating cash flow before changes in working capital	$	(6,920)	$	6,223	$	(697)	$	53,552

Costs Applicable to Sales

Management uses CAS to evaluate the Company’s current operating performance and life of mine performance from discovery through reclamation. We believe these measures assist analysts, investors and other stakeholders in understanding the costs associated with producing gold and silver, assessing our operating performance and ability to generate free cash flow from operations and sustaining production. These measures may not be indicative of operating profit or cash flow from operations as determined under GAAP. Management believes that allocating CAS to gold and silver based on gold and silver metal sales relative to total metal sales best allows management, analysts, investors and other stakeholders to evaluate the operating performance of the Company. Other companies may calculate CAS differently as a result of reflecting the benefit from selling non-silver metals as a by-product credit, converting to silver equivalent ounces, and differences in underlying accounting principles and accounting frameworks such as in International Financial Reporting Standards.

Three Months Ended June 30, 2023


In thousands (except metal sales, per ounce or per pound amounts)	Palmarejo		Rochester		Kensington		Wharf		Silvertip		Total
Costs applicable to sales, including amortization (U.S. GAAP)	$	54,608	$	29,717	$	43,950	$	29,634	$	1,021	$	158,930
Amortization	(8,017)		(3,649)		(4,801)		(1,805)		(1,021)		(19,293)
Costs applicable to sales	$	46,591	$	26,068	$	39,149	$	27,829	$	—	$	139,637

Metal Sales
Gold ounces	22,207		6,493		13,273		25,117		—		67,090
Silver ounces	1,560,743		694,657		—		82,013		—		2,337,413



Costs applicable to sales
Gold ($/oz)	$	1,028	$	1,726	$	2,945	$	1,031
Silver ($/oz)	$	15.22	$	21.39					$	—

Three Months Ended March 31, 2023


In thousands (except metal sales, per ounce and per pound amounts)	Palmarejo		Rochester		Kensington		Wharf		Silvertip		Total
Costs applicable to sales, including amortization (U.S. GAAP)	$	57,984	$	48,083	$	43,226	$	24,953	$	1,221	$	175,467
Amortization	(8,719)		(5,218)		(5,844)		(1,409)		(1,221)		(22,411)
Costs applicable to sales	$	49,265	$	42,865	$	37,382	$	23,544	$	—	$	153,056

Metal Sales
Gold ounces	25,970		8,349		20,902		15,645				70,866
Silver ounces	1,795,159		769,804		—		23,956		—		2,588,919









Costs applicable to sales
Gold ($/oz)	$	930	$	2,413	$	1,785	$	1,468
Silver ($/oz)	$	14.00	$	29.51					$	—

Six Months Ended June 30, 2023


In thousands (except metal sales, per ounce and per pound amounts)	Palmarejo		Rochester		Kensington		Wharf		Silvertip		Total
Costs applicable to sales, including amortization (U.S. GAAP)	$	112,592	$	77,800	$	87,176	$	54,587	$	2,242	$	334,397
Amortization	(16,736)		(8,867)		(10,645)		(3,214)		(2,242)		(41,704)
Costs applicable to sales	$	95,856	$	68,933	$	76,531	$	51,373	$	—	$	292,693

Metal Sales
Gold ounces	48,177		14,842		34,175		40,762				137,956
Silver ounces	3,355,902		1,464,461		—		105,969		—		4,926,332









Costs applicable to sales
Gold ($/oz)	$	975	$	2,136	$	2,235	$	1,199
Silver ($/oz)	$	14.57	$	25.42					$	—

Six Months Ended June 30, 2022


In thousands (except metal sales, per ounce and per pound amounts)	Palmarejo		Rochester		Kensington		Wharf		Silvertip		Total
Costs applicable to sales, including amortization (U.S. GAAP)	$	111,411	$	79,899	$	94,212	$	49,518	$	2,518	$	337,558
Amortization	(19,123)		(9,671)		(17,991)		(4,309)		(2,518)		(53,612)
Costs applicable to sales	$	92,288	$	70,228	$	76,221	$	45,209	$	—	$	283,946

Metal Sales
Gold ounces	57,527		13,999		50,500		37,971				159,997
Silver ounces	3,650,723		1,320,793		—		21,966		—		4,993,482
Zinc pounds									—		—
Lead pounds									—		—







Costs applicable to sales
Gold ($/oz)	$	802	$	2,308	$	1,500	$	1,177
Silver ($/oz)	$	12.64	$	28.71					$	—
Zinc ($/lb)									$	—
Lead ($/lb)									$	—

Reconciliation of Costs Applicable to Sales for Updated 2023 Guidance


In thousands (except metal sales, per ounce or per pound amounts)	Palmarejo		Kensington		Wharf
Costs applicable to sales, including amortization (U.S. GAAP)	$	233,198	$	183,769	$	118,406
Amortization	(37,547)		(26,764)		(6,319)
Costs applicable to sales	$	195,651	$	157,005	$	112,087
By-product credit	—		—		(745)
Adjusted costs applicable to sales	$	195,651	$	157,005	$	111,342

Metal Sales
Gold ounces	104,618		90,673		88,732
Silver ounces	6,784,929				163,607



Revenue Split
Gold	50%		100%		100%
Silver	50%



Adjusted costs applicable to sales
Gold ($/oz)	$900 - $1,050		$1,650 - $1,750		$1,500 - $1,700
Silver ($/oz)	$14.25 - $15.25		—

Cautionary Statement Concerning Forward-Looking Statements

This Report contains numerous forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) relating to the Company’s gold and silver mining business, including statements regarding operations and activities at the Company’s properties, exploration and development efforts, mine lives, strategies, expectations regarding the Rochester expansion project (including future LCM adjustments), the tax treatment of the FT Shares and the risk that related exploration efforts at Silvertip will not occur on a timely basis or at all, inflation, hedging strategies, realization of deferred tax assets, expectations about the recovery of unduly paid VAT in Mexico, timing of completion of obligations under prepayment agreements, liquidity management, financing plans, risk management strategies, capital allocation and anticipated production, costs, expenses, and cash flow. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plan,” “projected,” “contemplates,” “anticipates” or similar words. Actual results could differ materially from those projected in the forward-looking statements. The factors that could cause actual results to differ materially from those projected in the forward-looking statements include (i) the risk factors set forth in Part II, Item 1A of this Report and in the Q1 2023 10-Q and in “Risk Factors” section of the 2022 10-K, and the risks set forth in this MD&A and Item 3 of this Report, (ii) the risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions), (iii) changes in the market prices of gold and silver and a sustained lower price or higher treatment and refining charge environment, (iv) the uncertainties inherent in the Company’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), mining law changes, ground conditions and grade and recovery variability, (v) any future labor disputes or work stoppages (involving the Company and its subsidiaries or third parties), (vi) the uncertainties inherent in the estimation of mineral reserves and resources, (vii) changes that could result from the Company’s future acquisition of new mining properties or businesses, (viii) the loss of access to any third-party smelter or refiner to whom the Company markets its production, (ix) the potential effects of the COVID-19 pandemic, including impacts to workforce, equipment and materials availability, inflationary pressures, continued access to financing sources, government orders that may require temporary suspension of operations at one or more of our sites and effects on our suppliers or the refiners and smelters to whom the Company markets its production, (x) the effects of environmental and other governmental regulations, (xi) the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries, and (xii) the Company’s ability to raise additional financing necessary to conduct its business, make payments or refinance its debt. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to various market risks as a part of its operations and engages in risk management strategies to mitigate these risks. The Company continually evaluates the potential benefits of engaging in these strategies based on current market conditions. The Company does not actively engage in the practice of trading derivative instruments for profit. Additional information about the Company’s derivative financial instruments may be found in Note 12 -- Derivative Financial Instruments in the notes to the Consolidated Financial Statements. This discussion of the Company’s market risk assessments contains “forward looking statements”. For additional information regarding forward-looking statements and risks and uncertainties that could impact the Company, please refer to Item 2 of this Report - Cautionary Statement Concerning Forward-Looking Statements. Actual results and actions could differ materially from those discussed below.

Gold and Silver Prices

Gold and silver prices may fluctuate widely due to numerous factors, such as U.S. dollar strength or weakness, demand, investor sentiment, inflation or deflation, and global mine production. The Company’s profitability and cash flow may be significantly impacted by changes in the market price of gold and silver.

Decreases in the market price of gold and silver can also significantly affect the value of our metal inventory, stockpiles and leach pads, and it may be necessary to record a write-down to the net realizable value, as well as significantly impact our carrying value of long-lived assets.

Net realizable value represents the estimated future sales price based on short-term and long-term metals prices, less estimated costs to complete production and bring the product to sale. The primary factors that influence the need to record write-downs of our stockpiles, leach pads and product inventory include short-term and long-term metals prices and costs for production inputs such as labor, fuel and energy, materials and supplies as well as realized ore grades and recovery rates. The significant assumptions in determining the stockpile, leach pad and metal inventory adjustments at June 30, 2023 included production cost and capitalized expenditure assumptions unique to each operation, a short-term and long-term gold price of $1,976 and $1,810 per ounce, respectively, and a short-term and long-term silver price of $24.13 and $22.85 per ounce, respectively.

The net realizable value measurement involves the use of estimates and assumptions unique to each mining operation regarding current and future operating and capital costs, metal recoveries, production levels, commodity prices, proven and probable reserve quantities, engineering data and other factors. A high degree of judgment is involved in determining such assumptions and estimates and no assurance can be given that actual results will not differ significantly from those estimates and assumptions.

Hedging

To mitigate the risks associated with metal price fluctuations, the Company may enter into option contracts to hedge future production. The Company had outstanding forward contracts on 111,498 and 2.5 million ounces of gold and silver, respectively, at June 30, 2023 that settle monthly through December 2023. The Company is targeting to hedge up to 70% of expected gold production and 50% of expected silver production for 2023 in order to protect cash flow during a period of elevated capital expenditures, and may in the future layer on additional hedges as circumstances warrant. The weighted average fixed price on the forward contracts is $1,977 per ounce of gold and $25.40 per ounce of silver. The contracts are generally net cash settled and, if the spot price of gold at the time of expiration is lower than the fixed price or higher than the fixed prices, it would result in a realized gain or loss, respectively. The forward contracts expose us to (i) credit risk in the form of non-performance by counterparties for contracts in which the contract price is below 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. To reduce counter-party credit exposure, the Company enters into contracts with institutions management deems credit-worthy and limits credit exposure to each institution. The Company does not anticipate non-performance by any of its counterparties. For additional information, please see the section titled “Risk Factors” in the 2022 10-K and part II, Item 1A of this Report.

At June 30, 2023, the fair value of the gold and silver forward contracts was an asset of $3.4 million and $5.9 million for the gold and silver forward contracts, respectively. For the six months ended June 30, 2023, the Company recognized a gain $0.9 million and $2.0 million related to expired gold and silver contracts, respectively, in Revenue and the remaining outstanding gold and silver forward contracts were included in Accumulated other comprehensive income (loss). A 10% increase and decrease in the price of gold at June 30, 2023 would result in a net realized loss and gain of $17.8 million and $25.5 million, respectively. A 10% increase and decrease in the price of silver at June 30, 2023 would result in a net realized loss and gain of $1.1 million and $10.8 million, respectively. The June 30, 2023 closing price of gold and silver was $1,912 and $22.47 per ounce, respectively. As of August 8, 2023, the closing price of gold and silver was $1,926 and $23.04, per ounce respectively.

Provisional Metal Sales

The Company enters into sales contracts with third-party smelters and refiners which, in some cases, provide for a provisional payment based upon preliminary assays and quoted metal prices. The provisionally priced sales contracts contain an embedded derivative that is required to be separated from the host contract. Depending on the difference between the price at the time of sale and the final settlement price, embedded derivatives are recorded as either a derivative asset or liability. The embedded derivatives do not qualify for hedge accounting and, as a result, are marked to the market gold and silver price at the end of each period from the provisional sale date to the date of final settlement. The mark-to-market gains and losses are recorded in earnings. At June 30, 2023, the Company had outstanding provisionally priced sales of 6,498 ounces of gold at an average price of $1,957. Changes in gold prices resulted in provisional pricing mark-to-market loss of $0.1 million during the three months ended June 30, 2023. A 10% change in realized gold prices would cause revenue to vary by $1.3 million.

Foreign Currency

The Company operates, or has mineral interests, in several foreign countries including Canada, Mexico, and New Zealand, which exposes it to foreign currency exchange rate risks. Foreign currency exchange rates are influenced by world market factors beyond the Company’s control such as supply and demand for U.S. and foreign currencies and related monetary and fiscal policies. Fluctuations in local currency exchange rates in relation to the U.S. dollar may significantly impact profitability and cash flow.

Foreign Exchange Hedging

To manage foreign currency risk, the Company may enter into foreign currency forward exchange contracts. In 2020, the Company entered into foreign currency forward contracts to manage this risk and designated these instruments as cash flow hedges of forecasted foreign denominated transactions. The Company had no outstanding foreign currency forward exchange contracts at June 30, 2023.

Interest Rates

Interest Rate Hedging

The Company may use financial instruments to manage exposures to changes in interest rates on loans, which exposes it to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, it does not pose credit risk. The Company seeks to minimize the credit risk in derivative instruments by entering into transactions with what it believes are high-quality counterparties. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The Company had no outstanding interest rate swaps at June 30, 2023.

Investment Risk

Equity Price Risk

The Company is exposed to changes in the fair value of our investments in equity securities. For the three months ended June 30, 2023, the Company recognized unrealized losses of $3.7 million in Fair value adjustments, net due to increases in the stock price of those equity securities. At June 30, 2023, the fair value of the equity securities was $9.2 million. A 10% change in realized equity prices would result in an unrealized gain or loss of $0.9 million.

Item 4. Controls and Procedures

(a)Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance regarding management’s control objectives.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events. Based upon the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by it in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b)Changes In Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II

Item 1. Legal Proceedings

See Note 16 -- Commitments and Contingencies in the notes to the Consolidated Financial Statements included herein.

Item 1A. Risk Factors

Item 1A -- Risk Factors of the 2022 10-K sets forth information relating to important risks and uncertainties that could materially adversely affect the Company’s business, financial condition or operating results. Those risk factors have been supplemented and updated in the Company’s Form 10-Q for the quarter ended March 31, 2023 (the “Q1 2023 10-Q”) and in this Form 10-Q. Except as supplemented and updated in the Q1 2023 10-Q and below, the risk factors set forth in the 2022 10-K remain current. Additional risks and uncertainties that the Company does not presently know or that it currently deems immaterial also may impair our business operations.

We are dependent upon information technology systems, which are subject to cybersecurity incidents, disruption, damage, failure and other risks associated with implementation and integration.

Our information technology systems used in our operations are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyberattacks, natural disasters and defects in design. Cybersecurity incidents, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data or machines and equipment, and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information, the corruption of data or the disabling, misuse or malfunction of machines and equipment. Various measures have been implemented to manage our risks related to information technology systems and network disruptions. However, given the unpredictability of the timing, nature and scope of information or operational technology disruptions, we could potentially be subject to production downtimes, operational delays, operating accidents, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions, regulatory scrutiny, any of which could have a material adverse effect on cash flows, financial condition or results of operations.

We could also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into operations. Various measures have been implemented to manage the risks related to the system implementation and modification, but system modification failures could have a material adverse effect on our business, financial position and results of operations. Although the Company has not experienced any material loss to date relating to cybersecurity, there can be no assurance that the Company will not incur such loss in the future.

There has been heightened legislative and regulatory focus on data privacy and cybersecurity in the U.S and elsewhere. We may be required to comply with a fast-evolving set of legal requirements in this area, including substantive data privacy and cybersecurity standards. This regulatory environment may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.

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

Unregistered Sales

On June 21, 2023, the Company entered into subscription agreements (the “Subscription Agreements”) with certain Canadian accredited investors for a private placement offering (the “Offering”) of an aggregate of 5,276,154 shares of the Company’s common stock, at a price of $4.5955 or $4.97 per share, to be issued as “flow-through shares,” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “FT Shares”). In connection with the Offering, the Company granted an over-allotment option to purchase up to 3,000,000 additional FT Shares, at a price of 4.5955 per share. The over-allotment option was exercised. The initial closing and over-allotment closing occurred on June 27, 2023 and July 20, 2023 respectively, for aggregate cash proceeds to the Company of approximately $29.5 million.

Use of Proceeds

The proceeds of the Offering will be used by the Company for certain qualifying “Canadian Exploration Expenditures” (as such term is defined in the Income Tax Act (Canada)), in conducting an exploration and mineral resource evaluation program at Silvertip to determine the existence, location, extent, and quality of the silver, lead, and zinc on the Silvertip property.

Item 4. Mine Safety Disclosures

Information pertaining to mine safety matters is reported in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act in Exhibit 95.1 attached to this Form 10-Q.

Item 5. Other Information

(a)Other Information

On August 9, 2023, the Company entered into an amendment (the “August Amendment”) to the RCF. The August Amendment, among other things, (1) modifies the financial covenants to provide greater flexibility during the final stages of the Rochester expansion under (a) the consolidated net leverage and consolidated senior secured leverage ratios at September 30, 2023 through the March 31, 2024, with the ratios returning to the previous levels at June 30, 2024 and (b) the consolidated interest coverage ratio at June 30, 2023 through September 30, 2023, with the ratio returning to the previous level at December 31, 2023, (2) allows up to $50 million, through June 30, 2024, stepping down to $40 million in September 31, 2024, $30 million in December 31, 2024 and $15 million thereafter, for integration costs or costs associated with establishing new facilities and certain costs associated with LCM adjustments at Rochester to be excluded from the calculation of Consolidated EBITDA for purposes of the RCF, (3) increases the interest rate on certain borrowings through June 30, 2024, and (4) restricts certain acquisitions through March 31, 2024. This summary of the August Amendment is qualified in its entirety by reference to the August Amendment filed as Exhibit 10.1 to this Report and incorporated herein by reference.

During the quarter ended June 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K).

Item 15. Exhibits







10.1			Eighth Amendment to Credit Agreement, August 9, 2023, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Filed herewith).
31.1			Certification of the CEO (Filed herewith).
31.2			Certification of the CFO (Filed herewith).
32.1			CEO Section 1350 Certification (Filed herewith).
32.2			CFO Section 1350 Certification (Filed herewith).
95.1			Mine Safety Disclosure (Filed herewith).




101.INS			XBRL Instance Document*
101.SCH			XBRL Taxonomy Extension Schema*
101.CAL			XBRL Taxonomy Extension Calculation Linkbase*
101.DEF			XBRL Taxonomy Extension Definition Linkbase*
101.LAB			XBRL Taxonomy Extension Label Linkbase*
101.PRE			XBRL Taxonomy Extension Presentation Linkbase*
104			Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101).

* The following financial information from Coeur Mining, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in XBRL (Extensible Business Reporting Language): Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Cash Flows and Consolidated Statement of Changes in Stockholders' Equity.

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.


		COEUR MINING, INC.
		(Registrant)

Dated	August 9, 2023	/s/ Mitchell J. Krebs
		MITCHELL J. KREBS
		President and Chief Executive Officer (Principal Executive Officer)

Dated	August 9, 2023	/s/ Thomas S. Whelan
		THOMAS S. WHELAN
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Dated	August 9, 2023	/s/ Ken Watkinson
		KEN WATKINSON
		Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)

EX-10.1 2 cde-06302310qex101.htm EX-10.1 Document

EIGHTH AMENDMENT TO CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 9, 2023 (this “Amendment”), is entered into among Coeur Mining, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below and as amended by this Amendment).

RECITALS

A. The Borrower, the Guarantors, the Lenders and the Administrative Agent entered into that certain Credit Agreement, dated as of September 29, 2017 (as amended by that certain First Amendment to Credit Agreement dated as of October 29, 2018, as further amended by that certain Second Amended to Credit Agreement dated as of April 30, 2019, as further amended by that certain Third Amendment to Credit Agreement dated as of August 6, 2019, as further amended by that certain First Incremental Facility Amendment dated as of December 14, 2020, as further amended by that certain Fifth Amendment to Credit Agreement dated as of March 1, 2021, as further amended by that certain Sixth Amendment to Credit Agreement dated as of May 2, 2022, as further amended by that certain Seventh Amendment to Credit Agreement dated as of November 9, 2022, and as further amended, restated, supplemented or otherwise modified, the “Credit Agreement”).

B. The parties hereto have agreed to amend the Credit Agreement as provided herein.

C. In consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.

AGREEMENT

1. Amendments. The Credit Agreement is hereby amended as follows:

(a) The following new definition is hereby added to Section 1.01 of the Credit Agreement to read as follows:

“Eighth Amendment Effective Date” means August 9, 2023.

“Eighth Amendment Period” means the period from the Eighth Amendment Effective Date to and including the date that the financial statements and Compliance Certificate are delivered pursuant to Sections 6.01(b) and 6.02(b) for the fiscal quarter ending March 31, 2024.

(b) The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

“Applicable Rate” means the following percentages per annum, based upon the Consolidated Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):


Pricing Tier	Consolidated Net Leverage Ratio	Commitment Fee	Letter of Credit Fee	Term SOFR Loans	Base Rate Loans
1	< 1.00:1.00	0.35%	2.00%	2.00%	1.00%
2	< 2.00:1.00 but ≥ 1.00:1.00	0.40%	2.25%	2.25%	1.25%
3	< 3.00:1.00 but ≥ 2.00:1.00	0.45%	2.50%	2.50%	1.50%
4	< 3.50:1.00 but ≥ 3.00:1.00	0.50%	2.75%	2.75%	1.75%
5	< 4.00:1.00 but ≥ 3.50:1.00	0.50%	3.50%	3.50%	2.50%
6	< 5.00:1.00 but ≥ 4.00:1.00	0.50%	3.75%	3.75%	2.75%
7	> 5.00:1.00	0.50%	4.00%	4.00%	3.00%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier 7 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the first Business Day immediately following the date on which such Compliance Certificate is delivered in accordance with Section 6.02(b), whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Net Leverage Ratio contained in such Compliance Certificate. During the period from the Eighth Amendment Effective Date through the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the fiscal quarter ending June 30, 2024, the Applicable Rate shall be no lower than Pricing Tier 6. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

(c) Clause (b)(v) of the definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

(v) integration costs or costs associated with establishing new facilities and charges incurred by Coeur Rochester as a result of net realizable value inventory adjustments due to increased production costs and/or decreased mineral grades, recovery rates, and estimated future sales prices thereof, provided that the aggregate amount of all costs or charges added back under this clause (b)(v) shall not exceed (A) for any consecutive four-quarter period ending during the period from September 30, 2022 to and including June 30, 2024, $50,000,000, (B) for any consecutive four-quarter period ending during the period from July 1, 2024 to and including September 30, 2024, $40,000,000, (C) for any consecutive four-quarter period ending during the period from October 1, 2024 to and including December 31, 2024, $30,000,000, (D) for any consecutive four-quarter period ending thereafter, $15,000,000; minus

(d) A new clause (d) is hereby added to the proviso in the definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement to read as follows:

and (d) no Permitted Acquisition shall take place during the Eighth Amendment Period.

(e) A new Section 6.01(d) is hereby added to the Credit Agreement to read as follows:

(c) as soon as available, but in any event within 15 Business Days after the end of each calendar month during the Eighth Amendment Period, commencing with the calendar month ending July 31, 2023, an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such calendar month, the related consolidated statements of income or operations for such calendar month and for the portion of the Borrower’s fiscal year then ended, the related consolidated statements of cash flows for such calendar month and for the portion of the Borrower’s fiscal year then ended, in each case setting forth in reasonable detail and certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes, a schedule showing the Consolidated Capital Expenditures for such calendar month, and management’s discussion and analysis of the Borrower’s financial condition for such calendar month (versus the Borrower’s forecasted financial condition for such calendar month), in each case, in form and substance reasonably satisfactory to the Administrative Agent.

(f) Section 7.11 of the Credit Agreement is hereby amended to read as follows:

(a) Consolidated Net Leverage Ratio. Permit the Consolidated Net Leverage Ratio to be greater than (i) 5.50:1.00 as of the end of the fiscal quarter of the Borrower ending September 30, 2023, (ii) 4.50:1.00 as of the end of each fiscal quarter of the Borrower ending during the period from October 1, 2023 to and including March 31, 2024 and (iii) 3.50:1.00 as of the end of each fiscal quarter of the Borrower ending thereafter.

(b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio to be less than (i) 2.50:1.00 as of the end of the fiscal quarter of the Borrower ending June 30, 2023, (ii) 2.50:1.00 as of the end of the fiscal quarter of the Borrower ending September 30, 2023 and (iii) 3.00:1.00 as of the end of each fiscal quarter of the Borrower ending thereafter.

(c) Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio to be greater than (i) 2.25:1.00 as of the end of each fiscal quarter of the Borrower ending during the period from the Eighth Amendment Effective Date to and including March 31, 2024 and (ii) 2.00:1.00 as of the end of each fiscal quarter of the Borrower ending thereafter.

3. Bank Financial Advisor. The Borrower hereby agrees that, in the event the Administrative Agent engages, either directly or through counsel, a single financial advisor (the “Bank Financial Advisor”) to monitor the Borrower’s and Subsidiaries’ financial and operational performance or such other services as the Administrative Agent may request (the determination of whether to make such engagement, the scope thereof and the identity of such Bank Financial Advisor to be in the Administrative Agent’s reasonable discretion), the Borrower shall: (i) undertake commercially reasonable efforts to cooperate fully with the Bank Financial Advisor and provide the Bank Financial Advisor with reasonable access to the Borrower’s and Subsidiaries’ facilities, books and records, officers and consultants (including, without limitation, outside consultants) and any information reasonably necessary for the Bank Financial Advisor to perform the services within its scope of engagement; and (ii) promptly upon demand therefor, reimburse the Administrative Agent for the documented fees and out of pocket expenses reasonably incurred by the Administrative Agent in connection with its engagement of the Bank Financial Advisor.

4. Release. In consideration of the Administrative Agent’s and the Lenders’ willingness to enter into this Amendment, each of the undersigned Loan Parties hereby releases and forever discharges the Administrative Agent, the Lenders and each of the Administrative Agent’s and the Lenders’ predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter all of the above collectively referred to as the “Lender Group”), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, in each case to the extent arising in connection with the Loan Documents or any of the negotiations, activities, events or circumstances arising out of or related to the Loan Documents through the date of this Amendment, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which any of the undersigned Loan Parties may have or claim to have against any entity or other Person within the Lender Group.

5. Effectiveness; Conditions Precedent. This Amendment shall be effective as of the date hereof when all of the conditions set forth in this Section 5 shall have been satisfied in form and substance reasonably satisfactory to the Administrative Agent.

(a) Execution and Delivery of Amendment. The Administrative Agent shall have received copies of this Amendment duly executed by the Loan Parties, the Required Lenders and the Administrative Agent.

(b) Lender Fees. The Borrower shall have paid to the Administrative Agent (or the Arranger) for the account of each Lender executing this Amendment the agreed amendment fees.

(c) Fees and Expenses. The Borrower shall have paid all fees and expenses owed by the Borrower to the Administrative Agent and the Arranger including all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent or the Arranger (directly to such counsel if requested by the Administrative Agent or the Arranger) to the extent payable pursuant to the Loan Documents and invoiced prior to the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the date hereof (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent or the Arranger).

6. Ratification of Credit Agreement. Each Loan Party acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Loan Documents. This Amendment is a Loan Document.

7. Authority/Enforceability. Each Loan Party represents and warrants as follows:

(a) It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b) This Amendment has been duly executed and delivered by such Loan Party and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and the availability of equitable remedies.

(c) No approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Loan Party of this Amendment, other than (i) those that have already been obtained and are in full force and effect and (ii) those for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) The execution, delivery and performance by such Loan Party of this Amendment do not (i) contravene the terms of its Organization Documents or (ii) violate any Law, except in each case as could not reasonably be expected to have a Material Adverse Effect.

8. Representations and Warranties. Each Loan Party represents and warrants to the Lenders that after giving effect to this Amendment (a) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties to the extent they are already modified or qualified by materiality in the text thereof) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties to the extent they are already modified or qualified by materiality in the text thereof) as of such earlier date and (b) no event has occurred and is continuing which constitutes a Default or an Event of Default. The undersigned Loan Parties further acknowledge and agree that, as of the date hereof, the Outstanding Amount of the Revolving Loans and L/C Obligations constitute valid and subsisting obligations of such Loan Parties to the Lenders that are not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind.

9. Counterparts/Telecopy. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original.

10. GOVERNING LAW. TTHIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

BORROWER: COEUR MINING, INC.,
a Delaware corporation

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Senior Vice President and Chief Financial Officer

GUARANTORS: COEUR EXPLORATIONS, INC.

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Vice President

COEUR ROCHESTER, INC.

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Vice President

COEUR CAPITAL, INC.

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Vice President

COEUR ALASKA, INC.

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Vice President

COEUR SOUTH AMERICA CORP.

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Vice President

WHARF RESOURCES (U.S.A.), INC.

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Vice President

WHARF RESOURCES MANAGEMENT INC.

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Vice President

WHARF REWARD MINES INC.

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Vice President

WHARF GOLD MINES INC.

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Vice President

GOLDEN REWARD MINING COMPANY LIMITED PARTNERSHIP

By: Wharf Gold Mines Inc., its General Partner

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Vice President

COEUR STERLING HOLDINGS LLC

By: Coeur Mining, Inc., its Sole Member AGENT: BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Senior Vice President and Chief Financial Officer

STERLING INTERMEDIATE HOLDCO, INC.

By: /s/ Thomas S. Whelan
Name: Thomas S. Whelan
Title: Vice President

ADMINISTRATIVE

By: /s/ Lisa Berishaj Name: Lisa Berishaj Title: Vice President LENDERS: BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swingline Lender

By: /s/ Jonathan M. Phillips Name: Jonathan M. Phillips Title: Senior Vice President ROYAL BANK OF CANADA, as a Lender

By: /s/ Stam Fountoulakis Name: Stam Fountoulakis Title: Authorized Signatory BANK OF MONTREAL, CHICAGO BRANCH, as a Lender

By: /s/ Grace Chan Name: Grace Chan Title: Vice President, Corporate Banking THE BANK OF NOVA SCOTIA, as a Lender

By: /s/ Stephen MacNeil
Name: Stephen MacNeil
Title: Director

By: /s/ Monika Kokolari Name: Monika Kokolari Title: Associate ING CAPITAL LLC, as a Lender

By: /s/ remko van de water
Name: remko van de water
Title: Managing Director

By: /s/ Brian Gorski Name: Brian Gorski Title: Director GOLDMAN SACHS BANK USA, as a Lender

By: /s/ Keshia Leday
Name: Keshia Leday
Title: Authorized Signatory

EX-31.1 3 cde-06302310qex311.htm EX-31.1 Document

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or Rule 15d-14(a) under the Securities Exchange Act of 1934

I, Mitchell J. Krebs, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Coeur Mining, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under the Company's supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report the Company's conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on the Company's most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


By:			/s/ Mitchell J. Krebs
			Mitchell J. Krebs Chief Executive Officer

Date: August 9, 2023

EX-31.2 4 cde-06302310qex312.htm EX-31.2 Document

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or Rule 15d-14(a) under the Securities Exchange Act of 1934

I, Thomas S. Whelan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Coeur Mining, Inc.;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


By:			/s/ Thomas S. Whelan
			Thomas S. Whelan Chief Financial Officer

Date: August 9, 2023

EX-32.1 5 cde-06302310qex321.htm EX-32.1 Document

Exhibit 32.1

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned President and Chief Executive Officer of Coeur Mining, Inc. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Mitchell J. Krebs
Mitchell J. Krebs
August 9, 2023

EX-32.2 6 cde-06302310qex322.htm EX-32.2 Document

Exhibit 32.2

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned Chief Financial Officer of Coeur Mining, Inc. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Thomas S. Whelan
Thomas S. Whelan
August 9, 2023

EX-95.1 7 cde-06302310qex951.htm EX-95.1 Document

Exhibit 95.1

Mine Safety Disclosure

In July 2010, the U.S. Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires certain disclosures by companies that are required to file periodic reports under the Securities Exchange Act of 1934 and operate mines regulated under the Federal Mine Safety and Health Act of 1977 (“FMSHA”). The following mine safety information is provided pursuant to this legislation for the quarterly period ended June 30, 2023.

Three of the Company's mines, the Kensington mine, Rochester mine and Wharf mine, are subject to FMSHA. The FMSHA is administered by the Mine Safety and Health Administration (“MSHA”).


Mine or Operating Name	Section 104 S&S Citation (#)	Section 104 (b) Orders (#)	Section 104 (d) Citations and Orders (#)	Section 110 (b) (2) Violations (#)	Section 107 (a) Orders (#)	Total Dollar Value of MSHA Assessments Proposed1 ($)	Total Number of Mining Related Fatalities (#)	Received Notice of Pattern of Violations Under Section 104(e) (Yes/No)	Received Notice of Potential to Have Pattern Under Section 104(e) (Yes/No)	Legal Actions Pending as of Last Day of Period (#)	Legal Actions Initiated During Period (#)	Legal Actions Resolved During Period (#)

Kensington	—	—	—	—	—	$30,198	—	NO	NO	1	1	—

Rochester	—	—	—	—	—	$286	—	NO	NO	—	—	—

Wharf	1	—	—	—	—	$2,863	—	NO	NO	—	—	—

Totals	1	—	—	—	—	$33,347	—	NO	NO	1	1	—

1.The total dollar value of the Proposed Assessments includes all assessments received during the quarter.

2.Assessments relates to non-reportable citations issued in prior period.