UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

___________________________________________

FORM 10-Q



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

For the quarterly period ended March 31, ~~2018~~2019



¨	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.)

104 S. Michigan Ave., Suite 900 Chicago, Illinois		60603
(Address of principal executive offices)		(Zip Code)

(312) 489-5800

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes þ No ¨

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

The Company has 300,000,000 shares of common stock, par value of $0.01, authorized of which ~~186,116,975~~205,097,074 shares were issued and outstanding as of April ~~23, 2018.~~29, 2019.

COEUR MINING, INC.

INDEX



	Condensed Consolidated Balance Sheets	Page
Part I.	Financial Information

	Item 1. Financial Statements

	Condensed Consolidated ~~Statements of Comprehensive Income (Loss) (Unaudited)~~Balance Sheets	3

	Condensed Consolidated Statements of ~~Cash Flows~~Comprehensive Income (Loss) (Unaudited)	4

	Condensed Consolidated ~~Balance Sheets~~Statements of Cash Flows (Unaudited)	5

	Condensed Consolidated Statement of Changes in Stockholders’ Equity	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3129

	Consolidated Financial Results	3331

	Results of Operations	3433

	Liquidity and Capital Resources	3736

	Non-GAAP Financial Performance Measures	3937

	Item 3. Quantitative and Qualitative Disclosures about Market Risk	4341

	Item 4. Controls and Procedures	4543

Part II.	Other Information	4543

	Item 1. Legal Proceedings	4543

	Item 1A. Risk Factors	4543

	Item 4. Mine Safety Disclosures	4643

	Item 5. Other Information	4643

	Item 6. Exhibits	4744

Signatures		4744

PART I

Item 1. 8.Financial Statements and Supplementary Data

COEUR MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS



		March 31, 2019 (unaudited)			December 31, 2018
ASSETS	Notes	In thousands, except share data
CURRENT ASSETS
Cash and cash equivalents		$	69,033		$	115,081
Receivables	4	33,530			29,744
Inventory	5	60,653			66,279
Ore on leach pads	5	74,517			75,122
Prepaid expenses and other		13,681			11,393
		251,414			297,619
NON-CURRENT ASSETS
Property, plant and equipment, net		299,756			298,451
Mining properties, net		962,058			971,567
Ore on leach pads	5	72,633			66,964
Restricted assets		10,444			12,133
Equity and debt securities	6	25,875			17,806
Receivables	4	31,571			31,151
Other	7	77,614			16,809
TOTAL ASSETS		$	1,731,365		$	1,712,500
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	51,777		$	47,210
Accrued liabilities and other	18	102,136			82,619
Debt	8	24,520			24,937
Reclamation	9	6,552			6,552
		184,985			161,318
NON-CURRENT LIABILITIES
Debt	8	432,269			433,889
Reclamation	9	131,275			128,994
Deferred tax liabilities		70,811			79,070
Other long-term liabilities	7	79,690			56,717
		714,045			698,670
COMMITMENTS AND CONTINGENCIES	17
STOCKHOLDERS’ EQUITY
Common stock, par value $0.01 per share; authorized 300,000,000 shares, 205,111,221 issued and outstanding at March 31, 2019 and 203,310,443 at December 31, 2018		2,051			2,033
Additional paid-in capital		3,442,029			3,443,082
Accumulated other comprehensive income (loss)		—			(59		)
Accumulated deficit		(2,611,745		)	(2,592,544		)
		832,335			852,512
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,731,365		$	1,712,500

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 March 31,							Three Months Ended March 31,
		2018			2017				2019			2018
	Notes	In thousands, except share data						Notes	In thousands, except share data
Revenue	3	$	163,267		$	185,554		3	$	154,870		$	163,267
COSTS AND EXPENSES
Costs applicable to sales⁽¹⁾	3	99,340			114,490			3	131,650			99,340
Amortization		30,777			38,693				41,876			30,777
General and administrative		8,804			10,125				9,474			8,804
Exploration		6,683			5,252				3,714			6,683
Pre-development, reclamation, and other		4,225			3,837				4,434			4,225
Total costs and expenses		149,829			172,397				191,148			149,829
OTHER INCOME (EXPENSE), NET
Fair value adjustments, net	10	4,987			(1,200		)	12	9,120			4,654
Interest expense, net of capitalized interest	18	(5,965		)	(3,579		)	8	(6,454		)	(5,965		)
Other, net	7	180			20,799			14	60			513
Total other income (expense), net		(798		)	16,020				2,726			(798		)
Income (loss) before income and mining taxes		12,640			29,177				(33,552		)	12,640
Income and mining tax (expense) benefit	8	(11,949		)	(10,878		)	10	8,658			(11,949		)
Income (loss) from continuing operations		$	691		$	18,299			$	(24,894	)	$	691
Income (loss) from discontinued operations	21	550			364			18	5,693			550
NET INCOME (LOSS)		$	1,241		$	18,663			$	(19,201	)	$	1,241
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Unrealized gain (loss) on debt and equity securities		(278		)	(2,182		)		59			(278		)
Reclassification adjustments for impairment of equity securities		—			121
Reclassification adjustments for realized (gain) loss on sale of equity securities		—			1,471
Other comprehensive income (loss)		(278		)	(590		)		59			(278		)
COMPREHENSIVE INCOME (LOSS)		$	963		$	18,073			$	(19,142	)	$	963

NET INCOME (LOSS) PER SHARE	9							15
Basic income (loss) per share:
Net income (loss) from continuing operations		$	0.00		$	0.10			$	(0.12	)	$	0.00
Net income (loss) from discontinued operations		0.00			0.00				0.03			0.00
Basic⁽²⁾		$	0.01		$	0.10			$	(0.09	)	$	0.01
Diluted income (loss) per share:
Net income (loss) from continuing operations		$	0.00		$	0.10			$	(0.12	)	$	0.00
Net income (loss) from discontinued operations		0.00			0.00				0.03			0.00
Diluted⁽²⁾		$	0.01		$	0.10			$	(0.09	)	$	0.01

(1) Excludes amortization.

(2) Due to rounding, the sum of net income per share from continuing operations and discontinued operations may not equal net income per share.

The accompanying notes are an integral part of these ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

COEUR MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Three months ended March 31,							Three Months Ended March 31,
		2018			2017				2019			2018
	Notes	In thousands						Notes	In thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$	1,241		$	18,663			$	(19,201	)	$	1,241
(Income) loss from discontinued operations		(550		)	(364		)		(5,693		)	(550		)
Adjustments:
Amortization		30,777			38,693				41,876			30,777
Accretion		3,318			2,240				2,943			3,318
Deferred taxes		454			2,584				(8,259		)	454
Fair value adjustments, net	10	(4,987		)	1,200			12	(9,120		)	(4,654		)
Stock-based compensation	5	2,786			3,307			11	2,223			2,786
Gain on sale of the Joaquin project		—			(21,138		)
Inventory write-downs								5	15,447			—
Other		401			(1,895		)		1,250			68
Changes in operating assets and liabilities:
Receivables		(1,691		)	5,680				(5,735		)	(1,691		)
Prepaid expenses and other current assets		(5,635		)	(4,906		)		(2,684		)	(5,635		)
Inventory and ore on leach pads		(8,708		)	15,171				(18,821		)	(8,708		)
Accounts payable and accrued liabilities		(1,865		)	(15,299		)		(6,072		)	(1,865		)
CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS		15,541			43,936
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS		(2,690		)	11,335
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES OF CONTINUING OPERATIONS									(11,846		)	15,541
CASH USED IN OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS									—			(2,690		)
CASH PROVIDED BY OPERATING ACTIVITIES		12,851			55,271				(11,846		)	12,851
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(42,345		)	(23,591		)		(27,438		)	(42,345		)
Proceeds from the sale of assets		60			15,019				847			60
Purchase of investments		(361		)	(1,016		)		—			(361		)
Sale of investments		1,619			10,020				1,168			1,619
Other		(65		)	(14		)		1,741			(65		)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF CONTINUING OPERATIONS		(41,092		)	418				(23,682		)	(41,092		)
CASH USED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS		(28,470		)	(388		)		—			(28,470		)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(69,562		)	30				(23,682		)	(69,562		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes and bank borrowings, net of issuance costs	18	15,000			—			8	15,000			15,000
Payments on debt, capital leases, and associated costs	18	(18,449		)	(3,206		)
Payments on debt, finance leases, and associated costs								8	(22,356		)	(18,449		)
Other		(4,606		)	(3,247		)		(3,364		)	(4,606		)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES OF CONTINUING OPERATIONS		(8,055		)	(6,453		)		(10,720		)	(8,055		)
CASH USED IN FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS		(22		)	(20		)		—			(22		)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(8,077		)	(6,473		)		(10,720		)	(8,077		)
Effect of exchange rate changes on cash and cash equivalents		557			555				201			557
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(64,231		)	49,383				(46,047		)	(64,231		)
Less net cash provided by (used in) discontinued operations⁽¹⁾		(32,930		)	5,527				—			(32,930		)
		(31,301		)	43,856				(46,047		)	(31,301		)
Cash, cash equivalents and restricted cash at beginning of period		203,402			126,601				118,069			203,402
Cash, cash equivalents and restricted cash at end of period		$	172,101		$	170,457			$	72,022		$	172,101

⁽¹⁾ Less net cash provided by (used in) discontinued operations includes the following cash transactions: net subsidiary payments to parent company of $1,748, ~~and $5,400~~ during the three months ended March 31, ~~2018 and 2017, respectively.~~2018.

The accompanying notes are an integral part of these ~~condensed consolidated financial statements.~~

~~COEUR MINING, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

March 31, 2018 (unaudited) December 31, 2017
ASSETS Notes In thousands, except share data
CURRENT ASSETS
Cash and cash equivalents $ 159,643
$ 192,032
Receivables 14 35,864
19,069
Inventory 15 61,723
58,230
Ore on leach pads 15 75,584
73,752
Prepaid expenses and other 18,203
15,053
Assets held for sale 21 —
91,421
351,017
449,557
NON-CURRENT ASSETS
Property, plant and equipment, net 16 266,157
254,737
Mining properties, net 17 843,821
829,569
Ore on leach pads 15 67,430
65,393
Restricted assets 13 22,116
20,847
Equity and debt securities 13 37,317
34,837
Receivables 14 55,428
28,750
Other 18,649
17,485
TOTAL ASSETS $ 1,661,935
$ 1,701,175
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable $ 44,864
$ 48,592
Accrued liabilities and other 22 105,149
94,930
Debt 18 17,040
30,753
Reclamation 4 3,777
3,777
Liabilities held for sale 21 —
50,677
170,830
228,729
NON-CURRENT LIABILITIES
Debt 18 396,984
380,569
Reclamation 4 119,154
117,055
Deferred tax liabilities 105,224
105,148
Other long-term liabilities 55,432
54,697
676,794
657,469
STOCKHOLDERS’ EQUITY
Common stock, par value $0.01 per share; authorized 300,000,000 shares, 186,176,237 issued and outstanding at March 31, 2018 and 185,637,724 at December 31, 2017 1,862
1,856
Additional paid-in capital 3,355,710
3,357,345
Accumulated other comprehensive income (loss) (363 ) 2,519
Accumulated deficit (2,542,898 ) (2,546,743 )
814,311
814,977
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,661,935
$ 1,701,175

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

Condensed Consolidated Financial Statements.

COEUR MINING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY


In thousands	Common Stock Shares	Common Stock Par Value		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total			Common Stock Shares	Common Stock Par Value		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total
Balances at December 31, 2017	185,638	$	1,856	$	3,357,345		$	(2,546,743	)	$	2,519		$	814,977
Balances at December 31, 2018																203,310	$	2,033	$	3,443,082		$	(2,592,544	)	$	(59	)	852,512
Net income (loss)	—	—		—			1,241			—			1,241			—	—		—			(19,201		)	—			(19,201		)
Reclassification of unrealized gain (loss) on equity securities for ASU 2016-01	—	—		—			2,604			(2,604		)	—
Other comprehensive income (loss)	—	—		—			—			(278		)	(278		)	—	—		—			—			59			59
Common stock issued under stock-based compensation plans, net	538	6		(1,635		)	—			—			(1,629		)	1,801	18		(1,053		)	—			—			(1,035		)
Balances at March 31, 2018 (Unaudited)	186,176	$	1,862	$	3,355,710		$	(2,542,898	)	$	(363	)	$	814,311
Balances at March 31, 2019 (Unaudited)																205,111	$	2,051	$	3,442,029		$	(2,611,745	)	$	—		$	832,335



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, 2017	185,638	$	1,856	$	3,357,345		$	(2,546,743	)	$	2,519		814,977
Net income (loss)	—	—		—			1,241			—			1,241
Reclassification of unrealized gain (loss) on equity securities for ASU 2016-01	—	—		—			2,604			(2,604		)	—
Other comprehensive income (loss)	—	—		—			—			(278		)	(278		)
Common stock issued under stock-based compensation plans, net	538	6		(1,635		)	—			—			(1,629		)
Balances at March 31, 2018 (Unaudited)	186,176	$	1,862	$	3,355,710		$	(2,541,898	)	$	(363	)	$	814,311

The accompanying notes are an integral part of these ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed 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, ~~2018.~~2019. The condensed consolidated December 31, ~~2017~~2018 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, ~~2017~~2018 (the ~~“2017~~“2018 10-K”).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Revenue Recognition~~Significant Accounting Policies

Please see Note 2 -- Summary of Significant Accounting Policies contained in the 2018 10-K.

Leases

On January 1, ~~2018,~~2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases. Changes to the ~~updated revenue guidance applicable under ASC 606 - Revenue from Contracts with Customers. The new guidance creates~~Company’s accounting policy as a ~~five-step framework to determine revenue recognition:~~


1.	~~Identify the contract with the customer~~


2.	~~Identify the performance obligations~~


3.	~~Determine the transaction price~~


4.	~~Allocate the transaction price to the performance obligations~~


5.	~~Recognize revenue when (or as) the entity satisfies a performance obligation~~

result of adoption are discussed below.

~~The Company produces doré and concentrate that is shipped~~From time to ~~third-party refiners and smelters, respectively, for processing. The~~time, the Company enters into ~~contracts~~contractual agreements to ~~sell its metal~~lease mining equipment and facilities. Based upon the Company’s assessment of the terms of a specific lease agreement, the Company will classify a lease as either finance or operating. Right-of-use (“ROU”) assets and lease liabilities related to ~~various third-party customers which may include~~finance leases are presented in Property, plant and equipment, net and Debt on the ~~refiners~~Condensed Consolidated Balance Sheet. ROU assets and ~~smelters~~lease liabilities related to operating leases that ~~process the doré and concentrate. The Company’s performance obligation in these transactions is generally the transfer of metal~~are subject to the ~~customer.~~

In the case of doré shipments, the company generally sells refined metal at market prices agreed upon by both parties. The Company also has the right, but not the obligation, to sell a portion of the anticipated refined metalASC 842 measurement requirements such as operating leases with lease terms greater than twelve months are presented in ~~advance of being fully refined. When the Company sells refined metal or advanced metal, the performance obligation is satisfied when the metal is delivered to the customer.~~ ~~Revenue~~ Other asset, non-current, Accrued liabilities and other, and ~~Costs Applicable to Sales~~ Other long-term liabilities on the Condensed Consolidated Balance Sheet.

Operating and finance lease ROU assets and lease liabilities are ~~recorded on a gross basis under these contracts~~recognized at the ~~time the performance obligation is satisfied.~~

~~Under the Company’s concentrate sales contracts with third-party smelters, metal prices are set on a specified future quotational period, typically one to three months, after the shipment~~commencement date based on ~~market prices. When~~the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the lease payments, is the rate implicit in the lease unless that rate cannot be readily determined, in that case, the Company ~~sells gold concentrate~~utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the ~~third-party smelters, the performance obligation is satisfied~~lease payments in a similar economic environment. Operating lease ROU assets may also include any cumulative prepaid or accrued rent when the ~~concentrate~~lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may also include options to extend or terminate the lease when it is ~~loaded onto~~reasonably certain that the ~~third-party shipping vessel.~~Company will exercise that option. The ~~contracts, in general, provide for provisional payment based upon provisional assays~~ROU asset includes any lease payments made and ~~historical metal prices. Final settlement is based on~~lease incentives received prior to the applicable price for the specified future quotational period and generally occurs three to six months after shipment. The Company’s provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting and is adjusted to fair value through revenue each period until the date of final metal settlement.

commencement date. The Company ~~also sells concentrate under off-take agreements to third-party customers that~~has lease arrangements with lease and non-lease components which are ~~responsible~~accounted for ~~arranging the smelting~~separately. Non-lease components of the ~~concentrate. Prices~~lease payments are ~~can either be fixed or based on a quotational period. The quotational period varies by contract, but is generally a one-month period following~~expenses as incurred and are not included in determining the shipment of the concentrate. The performance obligation is satisfied when the concentrate is loaded onto the third-party shipping vessel. The off-take agreement allows for the Company to sell concentrate in advance of shipmentpresent value.

Accounting Standards Issued and ~~results in the customer taking ownership of the concentrate prior to shipment.~~

For doré and off-take sales, the Company may incur a finance charge related to advance sales that is not considered significant and, as such, is not considered a separate performance obligation. In addition, the Company has elected to treat freight costs as a fulfillment cost under ASC 606 and not as a separate performance obligation.

The Company’s streaming agreement with a subsidiary of Franco-Nevada Corporation (“Franco-Nevada”) commenced in 2016 with a $20.0 million deposit paid by Franco-Nevada in exchange for the right and obligation to purchase 50% of a portion of Palmarejo gold production at the lesser of $800 or market price per ounce. Because there is no minimum obligation associated with this deposit, it is not considered financing, and each shipment is considered to be a separate performance obligation. The

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~streaming 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 following table presents a rollforward of the Franco-Nevada contract liability balance:~~

Three months ended March 31,
In thousands 2018 2017
Opening Balance $ 14,883
$ 19,281
Revenue Recognized (543 ) $ (1,629 )
Closing Balance $ 14,340
$ 17,652

~~Recent Accounting Standards~~

~~In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) - Clarifying the Definition of a Business,~~” which clarifies the definition of a business to assist entities in the evaluation of acquisitions and disposals of assets or businesses. These changes became effective for the Company’s fiscal year beginning January 1, 2018 and did not materially impact the Company’s consolidated net income, financial position or cash flows.

~~In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230) - Restricted Cash,~~” which will require entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. These changes became effective for the Company’s fiscal year beginning January 1, 2018 and resulted in the inclusion of restricted cash equivalents on the Consolidated Statements of Cash Flows of $12.5 million at March 31, 2018 and $9.8 million at March 31, 2017.

~~In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments,~~” which provides guidance on presentation and classification of certain cash receipts and payments in the statement of cash flows. These changes became effective for the Company’s fiscal year beginning January 1, 2018 and did not materially impact the Company’s consolidated net income, financial position or cash flows.Implemented

In February 2016, the FASB issued ASU 2016-02, “Leases,” which ~~will require~~requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on the balance sheet. These changes become effective for the Company’s fiscal year beginning January 1, 2019. Modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, is required with an option to use certain transition relief. The Company is currently evaluating the potential impact of implementing these changes on the Company’s consolidated financial position, results of operations, and cash flows.

~~In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,~~” which requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. This new guidance also updates certain disclosure requirements for these investments. These changes became effective for the Company’s fiscal year beginning January 1, 2019 and the Company adopted it using the cumulative-effect adjustment transition method approved by the FASB in July 2018, which does not require the Company to recast the comparative periods presented when transitioning to the new guidance on January 1, 2019. The Company elected to utilize the transition related practical expedients permitted by the new standard. In addition to existing finance leases and other financing obligations, the adoption of the new standard resulted in ~~a reclassification~~the recognition of ~~$2.6 million of unrealized holding gains~~additional ROU assets and ~~losses and deferred income taxes~~lease liabilities related to ~~investments in equity securities from~~ ~~Accumulated other comprehensive income (loss)~~operating leases of approximately $65.0 million. There was no material impact to~~Accumulated deficit~~ ~~in the Consolidated Balance Sheets on that date. Unrealized holding gains and losses related to investments in equity securities are now recognized in~~ ~~Fair value adjustments, net~~ in the Consolidated Statements of Comprehensive Income (Loss).

~~In July 2015,~~ or the ~~FASB issued ASU 2015-11, “Simplifying the Measurement~~Consolidated Statements of ~~Inventory,~~”~~which provides a revised, simpler measurement for inventory to be measured at the lower of cost and net realizable value. These changes became effective for~~Cash Flows or an impact on the Company’s ~~fiscal year beginning January 1, 2018~~debt covenant calculations as a result of the adoption of ASU 2016-02. See Note 7 -- Leases for additional qualitative and ~~did not materially impact the Company’s consolidated net income, financial position or cash flows.~~

~~In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers~~”, ~~which has subsequently been amended several times,~~quantitative disclosures related to update revenue guidance under the newly-created ASC 606. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. These changes became effective under the modified retrospective method of adoption for the Company’s fiscal year beginning January 1, 2018 and did not materially impact the Company’s consolidated net income, financial position or cash flows.leasing arrangements.

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 3 – SEGMENT REPORTING

The Company’s operating segments include the Palmarejo complex, and the Rochester, Kensington, Wharf and Silvertip mines. Except for the Silvertip mine, ~~which was acquired in the fourth quarter of 2017,~~ all operating segments are engaged in the discovery, mining, and production of gold and/or silver. The Silvertip mine is engaged in the discovery, mining, and production of silver, zinc and lead. Other includes the Sterling/Crown Block and La Preciosa ~~project,~~projects, other mineral interests, strategic equity investments, corporate office, elimination of intersegment transactions, and other items necessary to reconcile to consolidated amounts.

The Company determined that the disposition of Empresa Minera Manquiri S.A., a Bolivian Sociedad anonima (“Manquiri”), which operates the San Bartolomé mine, represents a strategic shift to a North America-focused mining portfolio and has a significant effect on the entity's results and operations; therefore, the results of operations are presented as discontinued operations for all periods presented.

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


Three months ended March 31, 2018	Palmarejo			Rochester			Silvertip			Kensington			Wharf			Other			Total
Three months ended March 31, 2019																						Palmarejo			Rochester			Kensington			Wharf			Silvertip			Other			Total
Revenue
Gold sales																						$	31,600		$	11,053		$	40,286		$	23,825		$	—		$	—		$	106,764
Silver sales																						21,625			15,317			—			217			2,955			—			40,114
Zinc sales																						—			—			—			—			5,634			—			5,634
Lead sales																						—			—			—			—			2,358			—			2,358
Metal sales	$	70,037		$	33,497		$	—		$	36,300		$	23,433		$	—		$	163,267		53,225			26,370			40,286			24,042			10,947			—			154,870
Costs and Expenses
Costs applicable to sales⁽¹⁾	31,096			24,305			—			28,630			15,309			—			99,340			33,244			22,454			32,175			17,392			26,385			—			131,650
Amortization	16,325			4,831			—			6,717			2,657			247			30,777			14,528			4,037			11,727			2,681			8,426			477			41,876
Exploration	3,970			33			—			1,590			10			1,080			6,683			1,010			90			481			—			61			2,072			3,714
Other operating expenses	731			884			20			321			665			10,408			13,029			702			962			271			664			241			11,068			13,908
Other income (expense)
Fair value adjustments, net	—			—			—			—			—			4,987			4,987			—			—			—			—			—			9,120			9,120
Interest expense, net	(119		)	(98		)	(410		)	(243		)	(12		)	(5,083		)	(5,965		)	(136		)	(142		)	(229		)	(21		)	(197		)	(5,729		)	(6,454		)
Other, net	(2,144		)	(40		)	362			(37		)	(21		)	2,060			180			(1,040		)	(27		)	13			86			(188		)	1,216			60
Income and mining tax (expense) benefit	(12,443		)	(371		)	835			—			(639		)	669			(11,949		)	1,291			144			—			(173		)	9,751			(2,355		)	8,658
Income (loss) from continuing operations	$	3,209		$	2,935		$	767		$	(1,238	)	$	4,120		$	(9,102	)	$	691		$	3,856		$	(1,198	)	$	(4,584	)	$	3,197		$	(14,800	)	$	(11,365	)	$	(24,894	)
Income (loss) from discontinued operations	$	—		$	—		$	—		$	—		$	—		$	550		$	550		$	—		$	—		$	—		$	—		$	—		$	5,693		$	5,693
Segment assets⁽²⁾	$	377,146		$	245,881		$	361,212		$	215,244		$	104,805		$	119,922		$	1,424,210		$	360,734		$	271,403		$	221,164		$	103,579		$	417,089		$	174,430		$	1,548,399
Capital expenditures	$	9,293		$	2,633		$	18,629		$	11,364		$	344		$	82		$	42,345		$	8,676		$	4,645		$	9,356		$	431		$	4,077		$	253		$	27,438

(1) Excludes amortization

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

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Three months ended March 31, 2017 Palmarejo Rochester Kensington Wharf Other Total
Revenue
Metal sales $ 77,704
$ 38,979
$ 37,964
$ 30,251
$ 656
$ 185,554
Costs and Expenses
Costs applicable to sales⁽¹⁾
43,001
26,439
28,443
16,320
287
114,490
Amortization 20,150
5,816
9,178
3,111
438
38,693
Exploration 1,631
144
839
—
2,638
5,252
Other operating expenses 301
810
345
619
11,887
13,962
Other income (expense)

Fair value adjustments, net —
(1,200 ) —
—
—
(1,200 )
Interest expense, net (125 ) (117 ) (40 ) (19 ) (3,278 ) (3,579 )
Other, net 1,794
(32 ) (808 ) 89
19,756
20,799
Income and mining tax (expense) benefit (12,245 ) (498 ) —
(957 ) 2,822
(10,878 )
Income (loss) from continuing operations $ 2,045

$ 3,923

$ (1,689 )
$ 9,314

$ 4,706
$ 18,299
Income (loss) from discontinued operations $ —
$ —
$ —
$ —
$ 364
$ 364
Segment assets⁽²⁾
$ 401,623
$ 227,526
$ 204,987
$ 104,673
$ 84,402
$ 1,023,211
Capital expenditures $ 6,230
$ 10,568
$ 5,521
$ 887
$ 385
$ 23,591



Three months ended March 31, 2018	Palmarejo			Rochester			Kensington			Wharf			Silvertip			Other			Total
Revenue
Gold sales	$	36,069		$	14,856		$	36,300		$	23,249		—			$	—		$	110,474
Silver sales	33,968			18,641			—			184			—			—			52,793
Metal sales	70,037			33,497			36,300			23,433			—			—			163,267
Costs and Expenses
Costs applicable to sales⁽¹⁾	31,096			24,305			28,630			15,309			—			—			99,340
Amortization	16,325			4,831			6,717			2,657			—			247			30,777
Exploration	3,970			33			1,590			10			—			1,080			6,683
Other operating expenses	731			884			321			665			20			10,408			13,029
Other income (expense)
Loss on debt extinguishment	—			—			—			—			—			—			—
Fair value adjustments, net	—			—			—			—			—			4,654			4,654
Interest expense, net	(119		)	(98		)	(243		)	(12		)	(410		)	(5,083		)	(5,965		)
Other, net	(2,144		)	(40		)	(37		)	(21		)	362			2,393			513
Income and mining tax (expense) benefit	(12,443		)	(371		)	—			(639		)	835			669			(11,949		)
Income (loss) from continuing operations	$	3,209		$	2,935		$	(1,238	)	$	4,120		$	767		$	(9,102	)	$	691
Income (loss) from discontinued operations	$	—		$	—		$	—		$	—		—			$	550		$	550
Segment assets⁽²⁾	$	377,146		$	245,881		$	215,244		$	104,805		361,212			$	119,922		$	1,424,210
Capital expenditures	$	9,293		$	2,633		$	11,364		$	344		18,629			$	82		$	42,345

(1) Excludes amortization

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



Assets	March 31, 2019		December 31, 2018
Total assets for reportable segments	$	1,548,399	$	1,550,671
Cash and cash equivalents	69,033		115,081
Other assets	113,933		46,748
Total consolidated assets	$	1,731,365	$	1,712,500

Geographic Information



Long-Lived Assets	March 31, 2019		December 31, 2018
Mexico	$	337,752	$	342,007
United States	513,399		515,649
Canada	402,668		404,185
Other	7,995		8,177
Total	$	1,261,814	$	1,270,018



Revenue	Three Months Ended March 31,
Revenue	2019		2018
United States	$	90,699	$	93,230
Mexico	53,225		70,037
Canada	10,946		—
Total	$	154,870	$	163,267

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 4 – RECEIVABLES

Receivables consist of the following:



In thousands	March 31, 2019		December 31, 2018
Current receivables:
Trade receivables	$	8,065	$	5,147
Value added tax receivable	18,960		18,609
Income tax receivable	4,054		6
Manquiri Notes Receivable	1,982		5,487
Other	469		495
	$	33,530	$	29,744
Non-current receivables:
Value added tax receivable⁽¹⁾	$	27,237	$	26,817
RMC Receivable⁽²⁾	4,334		4,334
	31,571		31,151
Total receivables	$	65,101	$	60,895

(1) Represents VAT that was paid to the Mexican Government associated with Coeur Mexicana’s prior royalty agreement with a subsidiary of Franco-Nevada Corporation. The Company continues to pursue recovery from the Mexican government (including through ongoing litigation).

(2) In November 2018, Republic Metals Corp. (“RMC”), a U.S.-based precious metals refiner, filed Chapter 11 bankruptcy. Approximately 0.4 million ounces of Coeur’s silver and 6,500 ounces of Coeur’s gold was impacted by RMC’s bankruptcy filing.

NOTE 5 – INVENTORY AND ORE ON LEACH PADS

Inventory consists of the following:



In thousands	March 31, 2019		December 31, 2018
Inventory:
Concentrate	$	9,155	$	10,772
Precious metals	16,349		20,761
Supplies	35,149		34,746
	60,653		66,279
Ore on leach pads:
Current	74,517		75,122
Non-current	72,633		66,964
	147,150		142,086
Total inventory and ore on leach pads	$	207,803	$	208,365

In the first quarter of 2019, Silvertip recognized a $15.4 million write-down of metal inventory as a result of lower than expected production levels, grades and recovery rates as well as reduced process plant availability. It is possible that additional write-downs will be required as the Company works to optimize operations at Silvertip.

NOTE 6 – INVESTMENTS

Equity and Debt Securities

The Company makes strategic investments in equity and debt securities of silver and gold exploration and development companies.



	At March 31, 2019
In thousands	Cost		Gross Unrealized Losses			Gross Unrealized Gains		Estimated Fair Value
Equity Securities
Metalla Royalty & Streaming Ltd.	$	11,803	$	—		$	12,055	$	23,858
Rockhaven Resources, Ltd.	2,064		(475		)	—		1,589
Other	1,356		(928		)	—		428
Equity securities	$	15,223	$	(1,403	)	$	12,055	$	25,875

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements



	At December 31, 2018
In thousands	Cost		Gross Unrealized Losses			Gross Unrealized Gains		Estimated Fair Value
Equity Securities
Metalla Royalty & Streaming Ltd.	$	10,695	$	—		$	2,852	$	13,547
Rockhaven Resources, Ltd.	2,064		(452		)	—		1,612
Other	1,376		(946		)	—		430
Equity securities	$	14,135	$	(1,398	)	$	2,852	$	15,589

Debt Securities
Metalla Royalty & Streaming Ltd.	$	2,271	$	(54	)	$	—	$	2,217

Equity and debt securities	$	16,406	$	(1,452	)	$	2,852	$	17,806

(1) In October 2018, the Company acquired the remaining outstanding shares of Northern Empire Resources Corp. not already owned by the Company.

The Company performs a quarterly assessment on its debt securities with unrealized losses to determine if the securities are other than temporarily impaired. At March 31, 2019, there were no debt securities with unrealized losses.

NOTE 7 – LEASES

ROU Assets and Liabilities

The following table summarizes quantitative information pertaining to the Company’s finance and operating leases.



In thousands	March 31, 2019
Lease Cost
ROU operating lease cost	$	3,449

Short-term operating lease cost	$	2,751

Finance Lease Cost:
Amortization of ROU assets	$	2,968
Interest on lease liabilities	1,107
Total finance lease cost	$	4,075

Supplemental cash flow information related to leases was as follows:



In thousands	March 31, 2019
Other Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	6,200
Operating cash flows from finance leases	$	1,107
Financing cash flows from finance leases	$	7,356

Supplemental balance sheet information related to leases was as follows:

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Assets March 31, 2018
December 31, 2017
Total assets for reportable segments $ 1,424,210
$ 1,344,553
Cash and cash equivalents 159,643
192,032
Other assets 78,082

164,590
Total consolidated assets $ 1,661,935

$ 1,701,175



In thousands	March 31, 2019
Operating Leases
Other assets, non-current	$	62,805

Accrued liabilities and other	$	13,340
Other long-term liabilities	48,326
Total operating lease liabilities	$	61,666

Finance Leases
Property and equipment, gross	$	106,989
Accumulated depreciation	(47,178		)
Property and equipment, net	$	59,811

Debt, current	$	24,520
Debt, non-current	51,224
Total finance lease liabilities	$	75,744

Weighted Average Remaining Lease Term
Weighted-average remaining lease term - finance leases	2.36
Weighted-average remaining lease term - operating leases	4.96

Weighted Average Discount Rate
Weighted-average discount rate - finance leases	6.40		%
Weighted-average discount rate - operating leases	5.19		%

Minimum future lease payments under finance and operating leases with terms longer than one year are as follows:



At December 31, (In thousands)
	Operating leases			Finance leases
2019	$	10,282		$	21,381
2020	13,261			24,988
2021	13,048			22,719
2022	13,031			13,707
2023	12,553			7,370
Thereafter	8,605			1,101
Total	$	70,780		$	91,266
Less: imputed interest	(9,114		)	(15,522		)
Net lease obligation	$	61,666		$	75,744

NOTE 8 – DEBT



	March 31, 2019				December 31, 2018
In thousands	Current		Non-Current		Current		Non-Current
2024 Senior Notes, net⁽¹⁾	$	—	$	246,045	$	—	$	245,854
Revolving Credit Facility⁽²⁾	—		135,000		—		135,000
Finance lease obligations	24,520		51,224		24,937		53,035
	$	24,520	$	432,269	$	24,937	$	433,889

⁽¹⁾Net of unamortized debt issuance costs of $4.0 million and $4.1 million at March 31, 2019 and December 31, 2018, respectively.

⁽²⁾Unamortized debt issuance costs of $2.2 million and $2.2 million at March 31, 2019 and December 31, 2018, respectively, included in Other Non-Current Assets.

2024 Senior Notes

In May 2017, the Company completed an offering of $250.0 million in aggregate principal amount of 2024 Senior Notes

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended for net proceeds of approximately $245.0 million. For more details, please see Note 18 -- Debt contained in the 2018 10-K.

Revolving Credit Facility

At March 31, 2019, the Company had $115.0 million available under its revolving credit facility (the “RCF”). At March 31, 2019, the interest rate of the RCF was 4.986%. Since inception, the Company has swapped $75.0 million of variable rate debt on the RCF to fixed rate debt through interest rate swap derivative instruments (see Note 13 -- Derivative Financial Instruments).

On April 30, 2019, the Company and Bank of America, N.A., as administrative agent for the RCF lenders, entered into the Second Amendment to Credit Agreement (the “Amendment”). Among other items, the Amendment (1) modifies the financial covenants to (A) provide greater flexibility under the consolidated net leverage ratio requirement through the September 30, 2019 test date, with the ratio returning to the original level as outlined in the RCF starting with the December 31, 2019 test date, and (B) include an additional financial covenant tied to senior secured leverage and (2) increases the interest rate on borrowings under the RCF by 0.75% during periods of elevated consolidated net leverage.

Finance Lease Obligations

From time to time, the Company acquires mining equipment and facilities under finance lease agreements. In the three months ended March 31, 2019, the Company entered into new lease financing arrangements primarily for mining equipment at Silvertip and Wharf . All capital lease obligations are recorded, upon lease inception, at the present value of future minimum lease payments. See Note 7 -- Leases for additional qualitative and quantitative disclosures related to finance leasing arrangements.

Interest Expense



	Three Months Ended March 31,
In thousands	2019			2018
2024 Senior Notes	$	3,673		$	3,673
Revolving Credit Facility	1,853			1,152
Finance lease obligations	1,107			524
Amortization of debt issuance costs	342			325
Accretion of Silvertip contingent consideration	179			324
Other debt obligations	—			107
Capitalized interest	(700		)	(140		)
Total interest expense, net of capitalized interest	$	6,454		$	5,965

~~Geographic Information~~

Long-Lived Assets March 31, 2018
December 31, 2017
Mexico $ 364,047
$ 370,188
United States 384,578
377,768
Canada 350,556
331,440
Other 10,797
4,910
Total $ 1,109,978

$ 1,084,306

Revenue Three months ended March 31,
2018 2017
United States $ 93,230
$ 107,194
Mexico 70,037
77,704
Australia —
656
Total $ 163,267

$ 185,554

Coeur Mining, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 49 – 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 March 31,						Three Months Ended March 31,
In thousands	2018			2017			2019			2018
Asset retirement obligation - Beginning	$	118,799		$	86,754		$	133,508		$	118,799
Accretion	2,545			2,064			2,895			2,545
Settlements	(496		)	(421		)	(662		)	(496		)
Asset retirement obligation - Ending	$	120,848		$	88,397		$	135,741		$	120,848

The Company ~~has~~ accrued $2.1 million and ~~$2.0~~$2.0 million at March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively, for reclamation liabilities related to former mining activities, which are included in Reclamation.

~~NOTE 5 – STOCK-BASED COMPENSATION~~

The Company has stock incentive plans for executives and eligible employees. Stock awards include performance shares, restricted stock and stock options. Stock-based compensation expense for the three months ended March 31, 2018 and 2017 was $2.8 million and $3.3 million, respectively. At March 31, 2018, there was $4.8 million of unrecognized stock-based compensation cost which is expected to be recognized over a weighted-average remaining vesting period of 1.4 years.

~~The following table summarizes the grants awarded during the three months ended March 31, 2018:~~

Grant date
Restricted
stock

Grant date fair
value of
restricted stock
Stock options
Grant date
fair value of
stock
options

Performance
shares

Grant date fair
value of
performance
shares
March 5, 2018 31,887
$ 7.84
—
$ —
—
$ —

~~The following options and stock appreciation rights were exercisable during the three months ended March 31, 2018:~~

Award Type
Number of
Exercised Units

Weighted Average
Exercised Price
Number of Exercisable Units Weighted Average
Exercisable Price
Stock options 93,920
$ 1.81
397,651
$ 14.39
Stock appreciation rights —
$ —
42,152
$ 14.14

~~NOTE 6 – RETIREMENT SAVINGS PLAN~~

The Company has a 401(k) retirement savings plan that covers all eligible U.S. employees. Eligible employees may elect to contribute up to 75% of base salary, subject to ERISA limitations. The Company generally makes matching contributions equal to the employee’s contribution up to 4% of the employee’s salary. The Company may also provide an additional contribution based on an eligible employee’s salary. Total plan expenses recognized for the three months ended March 31, 2018 and 2017 were $1.2 million and $2.1 million. In addition, the Company has a deferred compensation plan for employees whose benefits under the 401(k) plan are limited by federal regulations.

~~NOTE 7 - OTHER, NET~~

~~Other, net~~ ~~consists of the following:~~

Three months ended March 31,
In thousands 2018 2017
Foreign exchange gain (loss) $ (670 ) $ 1,206
Loss on sale of assets and investments (574 ) (2,066 )
Gain on sale of the Joaquin project —
21,138
Other 1,424
521
Other, net $ 180
$ 20,799

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

NOTE 810 - INCOME AND MINING TAXES

The following table summarizes the components of Income and mining tax (expense) benefit for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 by significant jurisdiction:


	Three months ended March 31,												Three Months Ended March 31,
	2018						2017						2019						2018
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	$	1,187		$	517		$	20,653		$	(1,827	)	$	(6,047	)	$	(2,162	)	$	1,187		$	517
Argentina	254			10			(328		)	1,124
Canada													(26,525		)	9,792			—			—
Mexico	13,126			(13,222		)	8,650			(9,923		)	(772		)	1,024			13,126			(13,222		)
Other jurisdictions	(1,927		)	746			202			(252		)	(208		)	4			(1,673		)	756
	$	12,640		$	(11,949	)	$	29,177		$	(10,878	)	$	(33,552	)	$	8,658		$	12,640		$	(11,949	)

~~The Company’s effective~~During the first quarter of 2019, the Company reported estimated income and mining tax ~~rate is a function~~benefit of ~~the combined effective tax rates and foreign exchange rates~~approximately $8.7 million, resulting in ~~the jurisdictions in which it operates. Variations in the jurisdictional mix of income and loss and foreign exchange rates result in significant fluctuations in the consolidated~~an effective tax rate ~~along with mining taxes, uncertain~~of 25.8%. This compares to income tax ~~positions, and a full valuation allowance on deferred~~expense of $11.9 million for an effective tax ~~assets related to losses in~~rate of 94.5% during the ~~United States and certain foreign jurisdictions. Fluctuations in foreign exchange rates on deferred tax balances increased~~first quarter of 2018. The comparability of the Company’s income and mining tax ~~expense by $3.6 million~~(expense) benefit and ~~$5.6 million~~effective tax rate for the ~~three months ended March 31, 2018~~reported periods was impacted by multiple factors, primarily: (i) variations in our income before income taxes; (ii) geographic distribution of that income; (iii) foreign exchange rates; (iv) mining taxes and ~~2017, respectively, predominately due~~(v) the non-recognition of tax assets. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to ~~the strengthening of the Mexican Peso. Additionally, favorable operating results at Palmarejo contributed to higher income and mining tax expense in Mexico.~~period.

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 ultimately 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 the ~~sections~~section titled “Risk Factors” ~~set forth~~ in the ~~2017~~2018 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 ~~2014~~2015 forward for the U.S. federal jurisdiction and from ~~2008~~2011 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 between ~~$1.5~~$3.5 million and ~~$2.5~~$4.5 million in the next twelve months.

At March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company had ~~$3.9~~$3.1 million and ~~$4.3~~$3.8 million of total gross unrecognized tax benefits, respectively that, if recognized, would positively impact the Company’s effective income tax rate. 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. At March 31, 2018 and December 31, 2017, the amount of accrued income-tax-related interest and penalties was $4.2 million and $4.8 million, respectively.~~

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~NOTE 9 – 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 common shares 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 months ended March 31, 2018 and 2017, 496,064 and 1,368,685 common stock equivalents, respectively, related to equity-based awards were not included in the diluted earnings per share calculation as the shares would be antidilutive.

Three months ended March 31,
In thousands except per share amounts 2018 2017
Net income (loss) available to common stockholders:
Income (loss) from continuing operations $ 691
$ 18,299
Income (loss) from discontinued operations 550
364
$ 1,241
$ 18,663

Weighted average shares:
Basic 184,367
178,898
Effect of stock-based compensation plans 3,254
4,170
Diluted 187,621

183,068

Basic income (loss) per share:
Income (loss) from continuing operations $ 0.00
$ 0.10
Income (loss) from discontinued operations 0.00
0.00
Basic⁽¹⁾
$ 0.01

$ 0.10

Diluted income (loss) per share:
Income (loss) from continuing operations $ 0.00
$ 0.10
Income (loss) from discontinued operations 0.00
0.00
Diluted⁽¹⁾
$ 0.01

$ 0.10

⁽¹⁾~~Due to rounding, the sum of net income per share from continuing operations and discontinued operations may not equal net income per share.~~

~~NOTE 10 – FAIR VALUE MEASUREMENTS~~

Three months ended March 31,
In thousands 2018 2017
Rochester royalty obligation $ —
$ (1,200 )
Unrealized gain (loss) on equity securities 4,842
—
Zinc options 145
—
Fair value adjustments, net $ 4,987
$ (1,200 )

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~~expense. At March 31, 2019 and December 31, 2018, the ~~Company’s financial assets~~amount of accrued income-tax-related interest and ~~liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. Assets~~penalties was $2.7 million 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 March 31, 2018
In thousands Total Level 1 Level 2 Level 3
Assets:
Equity and debt securities $ 37,317
$ 31,003
$ —
$ 6,314
Other derivative instruments, net 552
—
552
—
$ 37,869
$ 31,003
$ 552
$ 6,314
Liabilities:
Silvertip contingent consideration $ 48,289
$ —
$ —
$ 48,289
Other derivative instruments, net 125
—
125
—
$ 48,414
$ —
$ 125
$ 48,289

Fair Value at December 31, 2017
In thousands Total Level 1 Level 2 Level 3
Assets:
Equity and debt securities $ 34,837
$ 27,946
$ —
$ 6,891
Other derivative instruments, net 251
—
251
—
$ 35,088
$ 27,946
$ 251
$ 6,891
Liabilities:
Silvertip contingent consideration $ 47,965
$ —
$ —
$ 47,965
Other derivative instruments, net 222
—
222
—
$ 48,187
$ —
$ 222
$ 47,965

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. Quoted market prices are not available for certain debt securities; these securities are valued using pricing models, which require the use of observable and unobservable inputs, and are classified within Level 3 of the fair value hierarchy.

The Company’s other derivative instruments, net, include concentrate and certain doré sales contracts, as well as zinc hedges, which are valued using pricing models with inputs derived from observable market data, including contractual terms, forward market prices, yield curves, credit spreads, and other unobservable inputs. 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 July 2017, the Company sold the Endeavor Silver Stream and remaining non-core royalties to Metalla Royalty & Streaming Ltd. (“Metalla”) for total consideration of $13.0~~$3.7 million, including a $6.7 million convertible debenture. The convertible debenture matures June 30, 2027, bears interest at a rate of 5% payable semi-annually, and is convertible into Metalla shares in connection with future equity financings or asset acquisitions by Metalla at the then-current price to maintain the Company’s approximate 19.9% ownership. The fair value of the convertible debenture is estimated based on observable market data including yield curves and credit spreads. Therefore, the Company classifies the convertible debenture in Level 3 of the fair value hierarchy.

In October 2017, the Company acquired the Silvertip mine from shareholders of JDS Silver Holdings Ltd.The consideration for the Silvertip mine includes two $25.0 million contingent payments, which are payable in cash and common stock upon reaching a future permitting milestone in 2018 and resource declaration milestone in 2019, respectively. The fair value of the Silvertip contingent consideration is estimated based on an estimated discount rate of 2.5% for the contingent permitting payment and 2.9% for the contingent resource declaration payment and is classified within Level 3 of the fair value hierarchy.

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~No assets or liabilities were transferred between fair value levels in the three months ended March 31, 2018.~~

NOTE 11 – STOCK-BASED COMPENSATION

The ~~following tables present the changes in the fair value of the Company's Level 3 financial assets~~Company has stock incentive plans for executives and ~~liabilities~~eligible employees. Stock awards include performance shares, restricted stock and stock options. Stock-based compensation expense for the three months ended March 31, ~~2018:~~2019 and 2018 was $2.2 million and $2.8 million, respectively. At March 31, 2019, there was $10.3 million of unrecognized stock-based compensation cost which is expected to be recognized over a weighted-average remaining vesting period of 1.9 years.

The following table summarizes the grants awarded during the three months ended March 31, 2019:

Three Months Ended March 31, 2018
In thousands Balance at the beginning of the period Revaluation Settlements Accretion
Balance at the
end of the
period
Assets:
Equity and debt securities $ 6,891
$ (278 ) $ (299 ) $ —
$ 6,314
Liabilities:
Silvertip contingent consideration $ 47,965
$ —
$ —
$ 324
$ 48,289

~~The fair value of financial assets and liabilities carried at book value in the financial statements at March 31, 2018 and December 31, 2017 is presented in the following table:~~

March 31, 2018
In thousands Book Value Fair Value Level 1 Level 2 Level 3
Assets:
Manquiri Notes Receivable $ 39,887
$ 39,887
$ —
$ —
$ 39,887
Liabilities:

5.875% Senior Notes due 2024⁽¹⁾
$ 245,280
$ 244,520
$ —
$ 244,520
$ —
Revolving Credit Facility⁽²⁾
$ 115,000
$ 115,000
$ —
$ 115,000
$ —

⁽¹⁾~~Net of unamortized debt issuance costs of $4.7 million.~~

⁽²⁾~~Unamortized debt issuance costs of $1.8 million included in~~ ~~Other Non-Current Assets~~.

December 31, 2017
In thousands Book Value Fair Value Level 1 Level 2 Level 3
Liabilities:
5.875% Senior Notes due 2024⁽¹⁾
$ 245,088
$ 243,913
$ —
$ 243,913
$ —
Revolving Credit Facility⁽²⁾
$ 100,000
$ 100,000
$ —
$ 100,000
$ —

⁽¹⁾~~Net of unamortized debt issuance costs of $4.9 million.~~

⁽²⁾~~Unamortized debt issuance costs of $1.9 million included in~~ ~~Other Non-Current Assets~~.

The fair value of the Manquiri Notes Receivable approximates book value due to no significant change in interest rates since the sale of Manquiri; see Note 21 -- Discontinued Operations for additional detail. The fair value of the 5.875% Senior Notes due 2024 (the “2024 Senior Notes”) was estimated using quoted market prices. The fair value of the Revolving Credit Facility approximates book value as the liability is secured, has a variable interest rate, and lacks significant credit concerns.



Grant date	Restricted stock	Grant date fair value of restricted stock		Performance shares	Grant date fair value of performance shares
February 5, 2019	435,173	$	5.08	628,943	$	5.54
February 19, 2019	854,058	$	5.17	80,850	$	5.54

NOTE 1112 – FAIR VALUE MEASUREMENTS



	Three Months Ended March 31,
In thousands	2019			2018
Unrealized gain (loss) on equity securities	$	9,185		$	4,842
Realized gain (loss) on equity securities	(8		)	(333		)
Zinc options	—			145
Interest rate swap, net	(57		)	—
Fair value adjustments, net	$	9,120		$	4,654

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 March 31, 2019
In thousands	Total		Level 1		Level 2		Level 3
Assets:
Equity securities	$	25,875	$	25,875	$	—	$	—
Other derivative instruments, net	$	553	—		553		—
	$	26,428	$	25,875	$	553	$	—
Liabilities:
Silvertip contingent consideration	$	49,455	$	—	$	—	$	49,455
Other derivative instruments, net	$	112	—		112		—
	$	49,567	$	—	$	112	$	49,455

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements



	Fair Value at December 31, 2018
In thousands	Total		Level 1		Level 2		Level 3
Assets:
Equity and debt securities	$	17,806	$	15,589	$	—	$	2,217
Other derivative instruments, net	914		—		914		—
	$	18,720	$	15,589	$	914	$	2,217
Liabilities:
Silvertip contingent consideration	$	49,276	$	—	$	—	$	49,276
Other derivative instruments, net	644		—		644		—
	$	49,920	$	—	$	644	$	49,276

The Company’s other derivative instruments, net, include concentrate and certain doré sales contracts, zinc hedges, and an interest rate swap which are valued using pricing models with inputs derived from observable market data, including contractual terms, forward market prices, yield curves, credit spreads, and other unobservable inputs. 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 July 2017, the Company sold the Endeavor Silver Stream and remaining non-core royalties to Metalla Royalty & Streaming Ltd. (“Metalla”) for total consideration of $13.0 million, including a $6.7 million convertible debenture. The convertible debenture was due to mature in June 30, 2027, however, through a combination of principal repayments and conversions into Metalla shares, the convertible debenture was extinguished in February 2019.

In October 2017, the Company acquired the Silvertip mine from shareholders of JDS Silver Holdings Ltd (the “Silvertip Acquisition”). The consideration for the Silvertip Acquisition includes two $25.0 million contingent payments, which are payable in cash and common stock upon reaching a future permitting milestone and resource declaration milestone, respectively. The fair value of the Silvertip contingent consideration is estimated based on an estimated discount rate of 2.5% for the contingent permitting payment and 2.9% for the contingent resource declaration payment and is classified within Level 3 of the fair value hierarchy.

No assets or liabilities were transferred between fair value levels in the three months ended March 31, 2019.

The following tables present the changes in the fair value of the Company's Level 3 financial assets and liabilities for the three months ended March 31, 2019:



	Three Months Ended March 31, 2019
In thousands	Balance at the beginning of the period		Revaluation		Settlements			Accretion		Balance at the end of the period
Assets:
Equity and debt securities	$	2,217	$	59	$	(2,276	)	$	—	$	—
Liabilities:
Silvertip contingent consideration	$	49,276	$	—	$	—		$	179	$	49,455

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The fair value of financial assets and liabilities carried at book value in the financial statements at March 31, 2019 and December 31, 2018 is presented in the following table:



	March 31, 2019
In thousands	Book Value		Fair Value		Level 1		Level 2		Level 3
Assets:
Manquiri Notes Receivable	$	1,982	$	1,982	$	—	$	—	$	1,982
Liabilities:
5.875% Senior Notes due 2024⁽¹⁾	$	246,045	$	237,895	$	—	$	237,895	$	—
RCF⁽²⁾	$	135,000	$	135,000	$	—	$	135,000	$	—

⁽¹⁾Net of unamortized debt issuance costs of $4.0 million.

⁽²⁾Unamortized debt issuance costs of $2.2 million included in Other Non-Current Assets.



	December 31, 2018
In thousands	Book Value		Fair Value		Level 1		Level 2		Level 3
Assets:
Manquiri Notes Receivable	$	5,487	$	5,487	$	—	$	—	$	5,487
Liabilities:
5.875% Senior Notes due 2024⁽¹⁾	$	245,854	$	220,446	$	—	$	220,446	$	—
RCF⁽²⁾	$	135,000	$	135,000	$	—	$	135,000	$	—

⁽¹⁾Net of unamortized debt issuance costs of $4.1 million.

⁽²⁾Unamortized debt issuance costs of $2.2 million included in Other Non-Current Assets.

The fair value of the Manquiri Notes Receivable (as defined below) was determined using a discounted cash flow model using a 12% discount rate which takes into consideration the increased credit risk and short duration of the Manquiri Notes Receivable. The fair value is estimated based on observable and unobservable data including yield curves and credit spreads, therefore, the Company classifies the Manquiri Notes Receivable in Level 3 of the fair value hierarchy; see Note 18 -- Discontinued Operations for additional detail.

The fair value of the 5.875% Senior Notes due 2024 (the “2024 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.

NOTE 13 – DERIVATIVE FINANCIAL INSTRUMENTS

Provisional ~~Silver and Gold~~Metal Sales

The Company enters into sales contracts with third-party smelters, refiners and ~~refiners~~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. ~~Changes~~

Interest Rate Swap

The Company is a party to two interest rate swap contracts in ~~silver~~which it will receive variable-rate interest and ~~gold prices resulted~~pay fixed-rate interest. The Company uses these instruments to manage its exposure to changes in ~~provisional pricing mark-to-market gains~~interest rates related to its RCF (see Note 8-- Debt). The interest rate swap derivative instruments are not designated as hedges from an accounting standpoint and hedge accounting is not applied. The notional amount is used to measure interest to be paid or received. The first interest rate swap derivative instrument, with a notional amount of ~~$0.3~~$50.0 million, ~~and $1.2 million in the three months ended March 31,~~became effective June 2018 and ~~2017, respectively.~~

~~Zinc Options~~

~~At March 31, 2018, the Company has outstanding Asian (or average value) put~~covers a contractual term of twelve months and ~~call option contracts in net-zero-cost collar arrangements on~~net settles monthly. The second interest rate swap derivative instrument, with a ~~volume~~notional amount of ~~300 metric tons~~$75.0 million, will become effective June 2019 and covers a contractual term of ~~zinc per month commencing in April 2018~~six months and ~~ending in December 2018. The weighted average strike prices on the put and call contracts are $3,000 and $4,050 per metric ton, respectively. The contracts are generally~~ net ~~cash settled and, if the price of zinc at the time of the expiration is between the put and call prices, would expire~~settles monthly.

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

~~at no cost to the Company.~~ At March 31, ~~2018, the fair market value of the put and call zero cost collar contracts was a net asset of $0.1 million.~~

~~During the three months ended March 31, 2018, the Company had recorded unrealized gains of $0.1 million related to outstanding options which were included in~~ ~~Fair value adjustments, net. At March 31, 2017, the Company had no outstanding options contracts.~~

~~At March 31, 2018,~~2019, the Company had the following derivative instruments that settle as follows:


In thousands except average prices and notional ounces	2018			Thereafter		2019			Thereafter

Provisional silver sales contracts	$	831		$	—	$	5,712		$	—
Average silver price per ounce	$	16.66		$	—	$	15.11		$	—
Notional ounces	49,853			—		378,139			—

Provisional gold sales contracts	$	59,332		$	—	$	10,657		$	—
Average gold price per ounce	$	1,317		$	—	$	1,303		$	—
Notional ounces	45,051			—		8,178			—

Zinc put options purchased	$	8,100		$	—
Average zinc strike price per metric ton	$	3,000		$	—
Notional metric tons	2,700			—
Provisional zinc sales contracts						$	11,581		$	—
Average zinc price per pound						$	1.27		$	—
Notional pounds						9,099,116			—

Zinc call options sold	$	(10,935	)	$	—
Average zinc strike price per metric ton	$	4,050		$	—
Notional metric tons	2,700			—
Provisional lead sales contracts						$	4,234		$	—
Average lead price per pound						$	0.91		$	—
Notional pounds						4,648,252			—

Fixed interest rate swap payable						$	323		$	—
Fixed Interest rate						2.46		%	—
Notional dollars						$	50,000		$	—

Variable interest rate swap receivable						$	326		$	—
Average variable interest rate						2.49		%	$	—
Notional dollars						$	50,000		$	—

Fixed interest rate swap payable						$	960		$	—
Fixed Interest rate						2.50		%	—
Notional dollars						$	75,000		$	—

Variable interest rate swap receivable						$	911		$	—
Average variable interest rate						2.49		%	$	—
Notional dollars						$	75,000		$	—

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

March 31, 2018
In thousands Prepaid expenses and other Accrued liabilities and other Current portion of royalty obligation Non-current portion of royalty obligation
Provisional silver and gold sales contracts $ 407
$ 125
$ —
$ —
Zinc options 145
—
—
—
$ 552
$ 125
$ —
$ —



	March 31, 2019
In thousands	Prepaid expenses and other		Accrued liabilities and other
Provisional metal sales contracts	$	550	$	161
Interest rate swaps	3		(49		)
	$	553	$	112


	December 31, 2017								December 31, 2018
In thousands	Prepaid expenses and other		Accrued liabilities and other		Current portion of royalty obligation		Non-current portion of royalty obligation		Prepaid expenses and other		Accrued liabilities and other
Provisional silver and gold sales contracts	$	251	$	222	$	—	$	—
Provisional metal sales contracts									$	784	$	644
Zinc options									113		—
Interest rate swaps									17		—
									$	914	$	644

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The following represent mark-to-market gains (losses) on derivative instruments for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively (in thousands):


		Three months ended March 31,					Three Months Ended March 31,
Financial statement line	Derivative	2018		2017		Derivative	2019			2018
Revenue	Provisional silver and gold sales contracts	$	253	$	1,212	Provisional metal sales contracts	$	250		$	253
Fair value adjustments, net	Zinc options	145		—		Zinc options	—			145
Fair value adjustments, net						Interest rate swaps	(46		)	—
		$	398	$	1,212		$	204		$	398

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.

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~NOTE 12 – ACQUISITIONS~~

In October 2017, the Company completed the acquisition of JDS Silver Holdings Ltd. and its wholly-owned subsidiary JDS Silver Inc. (together, “JDS Silver”) which, following the closing of the acquisition, were amalgamated with a subsidiary of Coeur to form Coeur Silvertip Holdings Ltd., which owns the underground Silvertip silver-zinc-lead mine in northern British Columbia, Canada. JDS Silver was purchased for approximately $153.2 million in cash and $36.0 million in Coeur common stock. In addition, the Company recorded $47.7 million of contingent consideration payable in cash and common stock upon reaching future permitting and resource declaration milestones. The cash consideration was funded with $100.0 million of borrowing under the Facility (as defined in Note 18 -- Debt) and cash on hand. Upon closing, the Company issued approximately 4.2 million Coeur shares to former shareholders of JDS Silver Holdings Ltd. The acquisition aligns with the Company’s strategic shift to a North America-focused mining portfolio.

The transaction was accounted for as a business combination, which requires that assets acquired and liabilities assumed be recognized at their respective fair values at the acquisition date. The acquisition is not significant to the Company’s results of operations, individually or in the aggregate, because the Silvertip mine is in pre-production. As there are no significant differences from the Company’s historical results of operations, no pro forma financial information is provided.

The allocation of purchase price to the acquired assets and liabilities assumed is preliminary as of March 31, 2018 and subsequent adjustments may result in changes to mineral interest and other carrying amounts initially assigned based on the preliminary fair value analysis. The principal remaining items to be valued are property, plant and equipment and mining properties, which will be finalized as management continues to review the valuation methodologies used to estimate the fair value of these assets. The preliminary purchase price allocation is as follows (in thousands):

Common shares issued (4,191,679 at $8.59) $ 36,007
Cash 153,194
Contingent consideration 47,705
Total purchase price⁽¹⁾
$ 236,906
Assets:
Receivables and other assets $ 6,828
Property, plant, and equipment 29,943
Mining properties, net 288,464
325,235
Liabilities:
Accounts payable and accrued liabilities 13,077
Asset retirement obligation 6,982
Debt and capital lease 20,149
Deferred income taxes 48,121
88,329
Net assets acquired $ 236,906

⁽¹⁾ ~~Purchase price has been adjusted for restricted cash acquired due to the adoption of ASU 2016-01.~~

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~NOTE 13 – INVESTMENTS~~

~~Equity and Debt Securities~~

~~The Company makes strategic investments in equity and debt securities of silver and gold exploration and development companies.~~

At March 31, 2018
In thousands Cost
Gross
Unrealized
Losses

Gross
Unrealized
Gains

Estimated
Fair Value
Equity Securities
Metalla Royalty & Streaming Ltd. $ 6,294
$ —
$ 2,837
$ 9,131
Corvus Gold Inc. 3,582
—
6,844
10,426
Almaden Minerals, Ltd. 2,067
(727 ) —
1,340
Northern Empire Resources Corp. 4,489
—
2,999
7,488
Rockhaven Resources, Ltd. 2,064
(596 ) —
1,468
Other 1,190
(155 ) 115
1,150
Equity securities $ 19,686
$ (1,478 ) $ 12,795
$ 31,003

Debt Securities
Metalla Royalty & Streaming Ltd. $ 6,677
$ (363 ) $ —
$ 6,314

Equity and debt securities $ 26,363
$ (1,841 ) $ 12,795
$ 37,317

At December 31, 2017
In thousands Cost
Gross
Unrealized
Losses

Gross
Unrealized
Gains

Estimated
Fair Value
Equity Securities
Metalla Royalty & Streaming Ltd. $ 6,294
$ —
$ 1,354
$ 7,648
Corvus Gold Inc. 3,582
—
4,518
8,100
Almaden Minerals, Ltd. 3,125
(235 ) —
2,890
Northern Empire Resources Corp. 4,489
—
1,077
5,566
Rockhaven Resources, Ltd. 2,064
(193 ) —
1,871
Kootenay Silver, Inc. 738
—
1
739
Other 1,479
(453 ) 405
1,431
Equity securities $ 21,771
$ (881 ) $ 7,355
$ 28,245

Debt Securities
Metalla Royalty & Streaming Ltd. $ 6,677
$ (85 ) $ —
$ 6,592

Equity and debt securities $ 28,448
$ (966 ) $ 7,355
$ 34,837

~~The following table presents the disaggregated gain (loss) on equity securities recognized in~~ ~~Income (loss) from continuing operations~~ ~~on the Condensed Consolidated Statements of Comprehensive Income:~~

Three months ended March 31,
In thousands 2018 2017
Net gain (loss) $ 4,529
$ (1,471 )
Less: Realized (gain) loss 313
1,471
Unrealized gain (loss) $ 4,842
$ —

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

The Company performs a quarterly assessment on its debt securities with unrealized losses to determine if the securities are other than temporarily impaired. The following table summarizes unrealized losses on debt securities for which other-than-temporary impairments have not been recognized and the fair values of those securities, aggregated by the length of time the individual securities have been in a continuous unrealized loss position, at March 31, 2018:

Less than twelve months Twelve months or more Total
In thousands Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value
Debt securities 363
6,314
—
—
363
6,314

~~Restricted Assets~~

The Company, under the terms of its self-insurance and bonding agreements with certain banks, lending institutions and regulatory agencies, is required to collateralize certain portions of its asset retirement obligations. The Company has collateralized these obligations by assigning certificates of deposit that have maturity dates ranging from three months to a year to the applicable institutions or agencies. At March 31, 2018 and December 31, 2017, the Company held certificates of deposit and cash equivalents under these agreements of $22.1 million and $17.6 million, respectively. The ultimate timing of the release of the collateralized amounts is dependent on the timing and closure of each mine and repayment of the obligation. In order to release the collateral, the Company must seek approval from certain government agencies responsible for monitoring the mine closure status. Collateral could also be released to the extent the Company is able to secure alternative financial assurance satisfactory to the regulatory agencies. The Company believes the collateral will remain in place beyond a twelve-month period and has therefore classified these investments as long-term.

NOTE 14 ~~– RECEIVABLES~~- OTHER, NET

~~Receivables consist~~Other, net consists of the following:

In thousands March 31, 2018 December 31, 2017
Current receivables:
Trade receivables $ 3,840
$ 5,883
Income tax receivable 48
7
Value added tax receivable 14,482
10,982
Manquiri note receivable 15,840
—
Other 1,654
2,197
$ 35,864
$ 19,069
Non-current receivables:
Value added tax receivable $ 31,381
$ 28,750
Manquiri note receivable 24,047
—
55,428
28,750
Total receivables $ 91,292
$ 47,819

~~The increase in receivables is due to the recognition of Manquiri notes receivable as consideration for the sale of San Bartolomé. See Note 21 -- Discontinued Operations for additional detail.~~



	Three Months Ended March 31,
In thousands	2019			2018
Foreign exchange gain (loss)	$	(665	)	$	(670	)
Interest income on notes receivable	180			249
Gain (loss) on sale of assets and investments	52			(241		)
Other	493			1,175
Other, net	$	60		$	513

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 15 – ~~INVENTORY AND ORE ON LEACH PADS~~NET INCOME (LOSS) PER SHARE

~~Inventory consists~~Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the ~~following:~~

In thousands March 31, 2018 December 31, 2017
Inventory:
Concentrate $ 11,062
$ 6,831
Precious metals 17,783
18,803
Supplies 32,878
32,596
61,723
58,230
Ore on leach pads:
Current 75,584
73,752
Non-current 67,430
65,393
143,014
139,145
Total inventory and ore on leach pads $ 204,737
$ 197,375

~~NOTE 16 – PROPERTY, PLANT AND EQUIPMENT~~

~~Property, plant and equipment consist of~~period. Diluted net income (loss) per share reflects the ~~following:~~

In thousands March 31, 2018 December 31, 2017
Land $ 9,107
$ 9,408
Facilities and equipment 559,276
554,160
Assets under capital leases 88,720
82,753
657,103
646,321
Accumulated amortization ⁽¹⁾
(456,374 ) (448,001 )
200,729
198,320
Construction in progress 65,428
56,417
Property, plant and equipment, net $ 266,157
$ 254,737

~~(1) Includes $29.0 million and $28.2 million of accumulated amortization related to assets under capital leases at March 31, 2018 and December 31, 2017, respectively.~~

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~NOTE 17 – MINING PROPERTIES~~

~~Mining properties consist of the following (in thousands):~~

March 31, 2018 Palmarejo Rochester Silvertip Kensington Wharf La Preciosa Other Total
Mine development $ 220,141
$ 194,390
$ 70,626
$ 307,996
$ 40,688
$ —
$ —
$ 833,841
Accumulated amortization (151,102 ) (146,245 ) —
(182,555 ) (16,456 ) —
—
(496,358 )
69,039
48,145
70,626
125,441
24,232
—
—
337,483
Mineral interests 629,303
—
245,116
—
45,837
49,085
7,102
976,443
Accumulated amortization (445,327 ) —
—
—
(24,655 ) —
—
(123 ) (470,105 )
183,976
—
245,116
—
21,182
49,085
6,979
506,338
Mining properties, net $ 253,015
$ 48,145
$ 315,742
$ 125,441
$ 45,414
$ 49,085
$ 6,979
$ 843,821

December 31, 2017 Palmarejo Rochester Silvertip Kensington Wharf La Preciosa Total
Mine development $ 214,383
$ 193,881
$ 57,214
$ 298,749
$ 40,618
$ —
$ 804,845
Accumulated amortization (146,598 ) (144,390 ) —
(178,632 ) (15,748 ) —
(485,368 )
67,785
49,491
57,214
120,117
24,870
—
319,477
Mineral interests 629,303
—
245,116
—
45,837
49,085
969,341
Accumulated amortization (435,215 ) —
—
—
(24,034 ) —
—
(459,249 )
194,088
—
245,116
—
21,803
49,085
510,092
Mining properties, net $ 261,873
$ 49,491
$ 302,330
$ 120,117
$ 46,673
$ 49,085
$ 829,569

In February 2018, the Company completed the sale of Manquiri, which operates the San Bartolomé mine. Pursuant to the terms of the agreement, the Company received, among other things, a 2.0% net smelter returns royalty. Coeur estimates the value of this net smelter returns royalty to be approximately $7.1 million, which is included in Other. See Note 21 -- Discontinued Operations for additional detail.

The Silvertip mine is expected to reach commercial production in the second quarter of 2018. The determination of commercial production (or ready for intended use) is based on many factors requiring the exercise of judgment. Factorspotential dilution that ~~are considered when determining~~would occur if ~~intended use has been achieved include~~ ~~achievement of continuous production~~securities or other ~~output, mineral recoveries at~~contracts to issue common stock were exercised or ~~near expected levels, the absence of routine take-downs of the plant to address commissioning issues and fix problems, and the release of the commissioning team.~~converted into common stock.

Prior to commercial production, costs related to mine development, construction of long-lived assets, and inventory are capitalized; all other costs are expensed in the period incurred. Amortization of mining properties will commence when the mine has been determined to be in commercial production.

~~NOTE 18 – DEBT~~

March 31, 2018 December 31, 2017
In thousands Current Non-Current Current Non-Current
2024 Senior Notes, net⁽¹⁾
$ —
$ 245,280
$ —
$ 245,088
Revolving Credit Facility⁽²⁾
—
115,000
—
100,000
Capital lease obligations 17,040
36,704
16,559
35,481
Silvertip debt obligation —
—
14,194
—
$ 17,040
$ 396,984
$ 30,753
$ 380,569

⁽¹⁾~~Net of unamortized debt issuance costs of $4.7 million and $4.9 million at March 31, 2018 and December 31, 2017, respectively.~~

⁽²⁾~~Unamortized debt issuance costs of $1.8 million and $1.9 million at March 31, 2018 and December 31, 2017, respectively, included in~~ ~~Other Non-Current Assets~~.

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~5.875% Senior Notes due 2024~~

In May 2017, the Company completed an offering of $250.0 million in aggregate principal amount of 2024 Senior Notes in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, for net proceeds of approximately $245.0 million. The 2024 Senior Notes bear interest at a rate of 5.875% per year from the date of issuance. Interest on the 2024 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year. The 2024 Senior Notes will mature on June 1, 2024 and are fully and unconditionally guaranteed by the Guarantors.

~~Revolving Credit Facility~~

In September 2017, the Company, as borrower, and certain subsidiaries of the Company, as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A, Royal Bank of Canada, Bank of Montreal, and the Bank of Nova Scotia. The Credit Agreement provides for a $200.0 million senior secured revolving credit facility (the “Facility”), which may be increased by up to $50.0 million in incremental loans and commitments subject to the terms of the Credit Agreement. The Facility has a term of four years. Loans under the Facility will bear interest at a rate equal to either a base rate plus a margin ranging from 1.00% to 1.75% or an adjusted LIBOR rate plus a margin ranging from 2.00% to 2.75%, as selected by the Company, in each case, with such margin determined in accordance with a pricing grid based upon the Company’s consolidated net leverage ratio as of the end of the applicable period.

At March 31, 2018, the Company had $73.0 million available under the Facility; $15.0 million was drawn to repay the third-party debt obligation at Silvertip, $100.0 million was drawn to partially fund the Silvertip acquisition in 2017, and $12.0 million currently supports outstanding letters of credit. At March 31, 2018, the interest rate of the Facility was 4.1%.

~~Silvertip Debt Obligation~~

The Company assumed an existing third-party debt obligation as part of the Silvertip acquisition. In February 2018, the Company voluntarily terminated and repaid the remaining debt obligation of $12.6 million.

~~Capital Lease Obligations~~

~~From time to time, the Company acquires mining equipment under capital lease agreements. In~~For the three months ended March 31, 2019 and 2018, 2,593,294 and 496,064 common stock equivalents, respectively, related to equity-based awards were not included in the ~~Company entered into new lease financing arrangements primarily for mining equipment at Rochester and Kensington. All capital lease obligations are recorded, upon lease inception, at~~diluted earnings per share calculation as the ~~present value of future minimum lease payments.~~

~~Interest Expense~~shares would be antidilutive.

Three months ended March 31,
In thousands 2018 2017
2024 Senior Notes $ 3,673
$ —
2021 Senior Notes —
3,504
Revolving Credit Facility 1,152
—
Capital lease obligations 524
306
Amortization of debt issuance costs 325
166
Accretion of debt premium —
(43 )
Accretion of Silvertip contingent consideration 324
—
Other debt obligations 107

9
Capitalized interest (140 ) (363 )
Total interest expense, net of capitalized interest $ 5,965
$ 3,579



	Three Months Ended March 31,
In thousands except per share amounts	2019			2018
Net income (loss) available to common stockholders:
Income (loss) from continuing operations	$	(24,894	)	$	691
Income (loss) from discontinued operations	5,693			550
	$	(19,201	)	$	1,241

Weighted average shares:
Basic	202,422			184,367
Effect of stock-based compensation plans	—			3,254
Diluted	202,422			187,621

Basic income (loss) per share:
Income (loss) from continuing operations	$	(0.12	)	$	0.00
Income (loss) from discontinued operations	0.03			0.00
Basic⁽¹⁾	$	(0.09	)	$	0.01

Diluted income (loss) per share:
Income (loss) from continuing operations	$	(0.12	)	$	0.00
Income (loss) from discontinued operations	0.03			0.00
Diluted⁽¹⁾	$	(0.09	)	$	0.01

⁽¹⁾Due to rounding, the sum of net income per share from continuing operations and discontinued operations may not equal net income per share.

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

NOTE 1916 - SUPPLEMENTAL GUARANTOR INFORMATION

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

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING ~~STATEMENT OF COMPREHENSIVE INCOME (LOSS)~~BALANCE SHEET

~~THREE MONTHS ENDED~~ MARCH 31, ~~2018~~2019

In thousands Coeur Mining, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
Revenue $ —
$ 93,230
$ 70,037
$ —
$ 163,267
COSTS AND EXPENSES
Costs applicable to sales⁽¹⁾
—
68,245
31,095
—
99,340
Amortization 246
14,205
16,326
—
30,777
General and administrative 8,797
3
4
—
8,804
Exploration 459
2,245
3,979
—
6,683
Pre-development, reclamation, and other 406
1,947
1,872
—
4,225
Total costs and expenses 9,908
86,645
53,276
—
149,829
OTHER INCOME (EXPENSE), NET
Fair value adjustments, net 5,279
(292 ) —
—
4,987
Other, net 4,142
(137 ) (106 ) (3,719 ) 180
Interest expense, net of capitalized interest (5,083 ) (353 ) (4,248 ) 3,719
(5,965 )
Total other income (expense), net 4,338
(782 ) (4,354 ) —
(798 )
Income (loss) from continuing operations before income and mining taxes (5,570 ) 5,803
12,407
—
12,640
Income and mining tax (expense) benefit 1,638
(1,120 ) (12,467 ) —
(11,949 )
Income (loss) from continuing operations (3,932 ) 4,683
(60 ) —
691
Equity income (loss) in consolidated subsidiaries 4,164
(38 ) (170 ) (3,956 ) —
Income (loss) from discontinued operations 1,009
(284 ) (175 ) —
550
NET INCOME (LOSS) $ 1,241
$ 4,361
$ (405 ) $ (3,956 ) $ 1,241
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Unrealized gain (loss) on debt securities, net of tax (278 ) —
—
—
(278 )
COMPREHENSIVE INCOME (LOSS) $ 963
$ 4,361
$ (405 ) $ (3,956 ) $ 963



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	10,185		$	10,488		$	48,360		$	—		$	69,033
Receivables	1,915			7,932			23,683			—			33,530
Ore on leach pads	—			74,517			—			—			74,517
Inventory	—			26,963			33,690			—			60,653
Prepaid expenses and other	6,622			821			6,238			—			13,681
	18,722			120,721			111,971			—			251,414
NON-CURRENT ASSETS
Property, plant and equipment, net	2,572			177,473			119,711			—			299,756
Mining properties, net	4,753			235,101			722,204			—			962,058
Ore on leach pads	—			72,633			—			—			72,633
Restricted assets	3,082			206			7,156			—			10,444
Equity and debt securities	25,875			—			—			—			25,875
Receivables	—			1,300			30,271			—			31,571
Net investment in subsidiaries	568,606			45			161			(568,812		)	—
Other	296,492			58,211			13,463			(290,552		)	77,614
TOTAL ASSETS	$	920,102		$	665,690		$	1,004,937		$	(859,364	)	$	1,731,365

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	2,536		$	17,180		$	32,061		$	—		$	51,777
Other accrued liabilities	17,478			18,753			65,905			—			102,136
Debt	—			16,740			7,780			—			24,520
Reclamation	—			1,911			4,641			—			6,552
	20,014			54,584			110,387			—			184,985
NON-CURRENT LIABILITIES
Debt	381,045			34,623			307,636			(291,035		)	432,269
Reclamation	—			85,328			45,947			—			131,275
Deferred tax liabilities	2,067			3,858			64,886			—			70,811
Other long-term liabilities	5,169			42,703			31,335			483			79,690
Intercompany payable (receivable)	(320,528		)	297,592			22,936			—			—
	67,753			464,104			472,740			(290,552		)	714,045
STOCKHOLDERS’ EQUITY
Common stock	2,051			20,309			214,400			(234,709		)	2,051
Additional paid-in capital	3,442,029			164,605			2,054,419			(2,219,024		)	3,442,029
Accumulated deficit	(2,611,745		)	(37,912		)	(1,847,009		)	1,884,921			(2,611,745		)
Accumulated other comprehensive income (loss)	—			—			—			—			—
	832,335			147,002			421,810			(568,812		)	832,335
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	920,102		$	665,690		$	1,004,937		$	(859,364	)	$	1,731,365

~~(1) Excludes amortization.~~

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2018



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

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

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED MARCH 31, ~~2017~~2019


In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated			Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	107,194		$	78,360		$	—		$	185,554		$	—		$	90,699		$	64,171		$	—		$	154,870
COSTS AND EXPENSES
Costs applicable to sales⁽¹⁾	—			71,202			43,288			—			114,490			—			72,022			59,628			—			131,650
Amortization	324			18,104			20,265			—			38,693			221			18,445			23,210			—			41,876
General and administrative	10,106			24			(5		)	—			10,125			9,474			—			—			—			9,474
Exploration	336			1,727			3,189			—			5,252			336			1,124			2,254			—			3,714
Pre-development, reclamation, and other	175			1,781			1,881			—			3,837			160			1,943			2,331			—			4,434
Total costs and expenses	10,941			92,838			68,618			—			172,397			10,191			93,534			87,423			—			191,148
OTHER INCOME (EXPENSE), NET
Fair value adjustments, net	—			(1,200		)	—			—			(1,200		)	9,120			—			—			—			9,120
Other, net	15,222			5,458			1,533			(1,414		)	20,799			4,998			165			(800		)	(4,303		)	60
Interest expense, net of capitalized interest	(3,279		)	(175		)	(1,539		)	1,414			(3,579		)	(5,729		)	(392		)	(4,636		)	4,303			(6,454		)
Total other income (expense), net	11,943			4,083			(6		)	—			16,020			8,389			(227		)	(5,436		)	—			2,726
Income (loss) from continuing operations before income and mining taxes	1,002			18,439			9,736			—			29,177			(1,802		)	(3,062		)	(28,688		)	—			(33,552		)
Income and mining tax (expense) benefit	1,588			(2,434		)	(10,032		)	—			(10,878		)	(2,077		)	(32		)	10,767			—			8,658
Income (loss) from continuing operations	2,590			16,005			(296		)	—			18,299			(3,879		)	(3,094		)	(17,921		)	—			(24,894		)
Equity income (loss) in consolidated subsidiaries	16,073			70			(67		)	(16,076		)	—			(21,015		)	(418		)	283			21,150			—
Income (loss) from discontinued operations	—			—			364			—			364			5,693			—			—			—			5,693
NET INCOME (LOSS)	$	18,663		$	16,075		$	1		$	(16,076	)	$	18,663		$	(19,201	)	$	(3,512	)	$	(17,638	)	$	21,150		$	(19,201	)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Unrealized gain (loss) on debt and equity securities, net of tax	(2,182		)	(279		)	—			279			(2,182		)
Reclassification adjustments for impairment of equity securities, net of tax	121			121			—			(121		)	121
Reclassification adjustments for realized loss on sale of equity securities, net of tax	1,471			(369		)	—			369			1,471
Other comprehensive income (loss)	(590		)	(527		)	—			527			(590		)
Unrealized gain (loss) on debt securities, net of tax																59			—			—			—			59
COMPREHENSIVE INCOME (LOSS)	$	18,073		$	15,548		$	1		$	(15,549	)	$	18,073		$	(19,142	)	$	(3,512	)	$	(17,638	)	$	21,150		$	(19,142	)

(1) Excludes amortization.

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED MARCH 31, 2018



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	93,230		$	70,037		$	—		$	163,267
COSTS AND EXPENSES
Costs applicable to sales⁽¹⁾	—			68,245			31,095			—			99,340
Amortization	246			14,205			16,326			—			30,777
General and administrative	8,797			3			4			—			8,804
Exploration	459			2,245			3,979			—			6,683
Pre-development, reclamation, and other	406			1,947			1,872			—			4,225
Total costs and expenses	9,908			86,645			53,276			—			149,829
OTHER INCOME (EXPENSE), NET
Fair value adjustments, net	4,946			(292		)	—			—			4,654
Other, net	4,475			(137		)	(106		)	(3,719		)	513
Interest expense, net of capitalized interest	(5,083		)	(353		)	(4,248		)	3,719			(5,965		)
Total other income (expense), net	4,338			(782		)	(4,354		)	—			(798		)
Income (loss) from continuing operations before income and mining taxes	(5,570		)	5,803			12,407			—			12,640
Income and mining tax (expense) benefit	1,638			(1,120		)	(12,467		)	—			(11,949		)
Income (loss) from continuing operations	(3,932		)	4,683			(60		)	—			691
Equity income (loss) in consolidated subsidiaries	4,164			(38		)	(170		)	(3,956		)	—
Income (loss) from discontinued operations	1,009			(284		)	(175		)	—			550
NET INCOME (LOSS)	$	1,241		$	4,361		$	(405	)	$	(3,956	)	$	1,241
OTHER COMPREHENSIVE INCOME (LOSS), net of tax:
Unrealized gain (loss) on marketable securities, net of tax	(278		)	—			—			—			(278		)
Reclassification adjustments for impairment of equity securities, net of tax	—			—			—			—			—
COMPREHENSIVE INCOME (LOSS)	$	963		$	4,361		$	(405	)	$	(3,956	)	$	963

(1) Excludes amortization.

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2019



In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by (used in) activities of continuing operations	(30,395		)	8,468			(11,069		)	21,150			(11,846		)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(30,395		)	8,468			(11,069		)	21,150			(11,846		)

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(38		)	(14,431		)	(12,969		)	—			(27,438		)
Proceeds from the sale of assets	—			753			94			—			847
Sales of investments	1,168			—			—			—			1,168
Other	1,803			—			(62		)	—			1,741
Investments in consolidated subsidiaries	21,015			—			135			(21,150		)	—
Cash provided by (used in) activities of continuing operations	23,948			(13,678		)	(12,802		)	(21,150		)	(23,682		)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	23,948			(13,678		)	(12,802		)	(21,150		)	(23,682		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes and bank borrowings, net of issuance costs	15,000			—			—			—			15,000
Payments on debt, capital leases, and associated costs	(15,000		)	(4,387		)	(2,969		)	—			(22,356		)
Net intercompany financing activity	10,226			(5,357		)	(4,869		)	—			—
Other	(3,364		)	—			—			—			(3,364		)
Cash provided by (used in) activities of continuing operations	6,862			(9,744		)	(7,838		)	—			(10,720		)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	6,862			(9,744		)	(7,838		)	—			(10,720		)
Effect of exchange rate changes on cash and cash equivalents	—			3			198			—			201
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	415			(14,951		)	(31,511		)	—			(46,047		)
Cash, cash equivalents and restricted cash at beginning of period	12,747			25,532			79,790			—			118,069
Cash, cash equivalents and restricted cash at end of period	$	13,162		$	10,581		$	48,279		$	—		$	72,022

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2018

In thousands Coeur Mining, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by (used in) activities of continuing operations $ (7,938 ) $ 5,395
$ 22,040
$ (3,956 ) 15,541
Cash provided by (used in) activities of discontinued operations —
—
(2,690 ) —
(2,690 )
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (7,938 ) 5,395
19,350
(3,956 ) 12,851

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (83 ) (14,341 ) (27,921 ) —
(42,345 )
Proceeds from the sale of assets —
60
—
—
60
Purchase of investments (361 ) —
—
—
(361 )
Sales of investments 1,067
552
—
—
1,619
Other —
—
(65 ) —
(65 )
Investments in consolidated subsidiaries (4,162 ) 37
169
3,956
—
Cash provided by (used in) activities of continuing operations (3,539 ) (13,692 ) (27,817 ) 3,956
(41,092 )
Cash provided by (used in) activities of discontinued operations —
—
(28,470 ) —
(28,470 )
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (3,539 )
(13,692 )

(56,287 ) 3,956
(69,562 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes and bank borrowings, net of issuance costs 15,000
—
52,577
—
—
15,000
Payments on debt, capital leases, and associated costs —
(2,395 ) (16,054 ) —
(18,449 )
Net intercompany financing activity (20,381 ) (10,946 ) 31,327
—
—
Other (4,606 ) —
—
—
(4,606 )
Cash provided by (used in) activities of continuing operations (9,987 ) (13,341 ) 15,273
—
(8,055 )
Cash provided by (used in) activities of discontinued operations —
—
(22 ) —
(22 )
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (9,987 )
(13,341 )

15,251

—

(8,077 )
Effect of exchange rate changes on cash and cash equivalents —
2
555
—
557
Less net cash provided by (used in) discontinued operations —
—
(32,930 ) —
(32,930 )
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (21,464 )
(21,636 )

11,799
—
(31,301 )
Cash, cash equivalents and restricted cash at beginning of period 56,033
52,239
95,130
—
203,402
Cash, cash equivalents and restricted cash at end of period $ 34,569

$ 30,603

$ 106,929

$ —

$ 172,101

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~THREE MONTHS ENDED MARCH 31, 2017~~


In thousands	Coeur Mining, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated			Coeur Mining, Inc.			Guarantor Subsidiaries				Non-Guarantor Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by (used in) activities of continuing operations	$	(4,815	)	$	17,183		$	47,644		$	(16,076	)	43,936			$	(7,938	)	$	5,395			$	22,040		$	(3,956	)	15,541
Cash provided by (used in) activities of discontinued operations	—			—			11,335			—			11,335			—			—				(2,690		)	—			(2,690		)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(4,815		)	17,183			58,979			(16,076		)	55,271			(7,938		)	5,395				19,350			(3,956		)	12,851

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(319		)	(16,975		)	(6,297		)	—			(23,591		)	(83		)	(14,341		)		(27,921		)	—			(42,345		)
Proceeds from the sale of assets	8,916			6,151			(48		)	—			15,019			—			60				—			—			60
Purchase of investments	(1,016		)	—			—			—			(1,016		)	(361		)	—				—			—			(361		)
Sales of investments	9,157			863			—			—			10,020			1,067			552				—			—			1,619
Other	46			—			(60		)	—			(14		)	—			—				(65		)	—			(65		)
Investments in consolidated subsidiaries	(12,454		)	(70		)	67			12,457			—			(4,162		)	37				169			3,956			—
Cash provided by (used in) activities of continuing operations	4,330			(10,031		)	(6,338		)	12,457			418			(3,539		)	(13,692		)		(27,817		)	3,956			(41,092		)
Cash provided by (used in) activities of discontinued operations	—			—			(388		)	—			(388		)	—			—				(28,470		)	—			(28,470		)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	4,330			(10,031		)	(6,726		)	12,457			30			(3,539		)	(13,692		)		(56,287		)	3,956			(69,562		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes and bank borrowings																15,000			—			52,577	—			—			15,000
Payments on debt, capital leases, and associated costs	—			(1,874		)	(1,332		)	—			(3,206		)	—			(2,395		)		(16,054		)	—			(18,449		)
Net intercompany financing activity	14,318			(9,325		)	(8,612		)	3,619			—			(20,381		)	(10,946		)		31,327			—			—
Other	(3,247		)	—			—			—			(3,247		)	(4,606		)	—				—			—			(4,606		)
Cash provided by (used in) activities of continuing operations	11,071			(11,199		)	(9,944		)	3,619			(6,453		)	(9,987		)	(13,341		)		15,273			—			(8,055		)
Cash provided by (used in) activities of discontinued operations	—			—			(20		)	—			(20		)	—			—				(22		)	—			(22		)
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	11,071			(11,199		)	(9,964		)	3,619			(6,473		)	(9,987		)	(13,341		)		15,251			—			(8,077		)
Effect of exchange rate changes on cash and cash equivalents	—			—			555			—			555			—			2				555			—			557
Less net cash provided by (used in) discontinued operations	—			—			5,527			—			5,527			—			—				(32,930		)	—			(32,930		)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	10,586			(4,047		)	37,317			—			43,856
Cash, cash equivalents and restricted cash at beginning of period	66,337			50,023			10,241			—			126,601
Cash, cash equivalents and restricted cash at end of period	$	76,923		$	45,976		$	47,558		$	—		$	170,457
NET CHANGE IN CASH AND CASH EQUIVALENTS																(21,464		)	(21,636		)		11,799			—			(31,301		)
Cash and cash equivalents at beginning of period																56,033			52,239				95,130			—			203,402
Cash and cash equivalents at end of period																$	34,569		$	30,603			$	106,929		$	—		$	172,101

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~MARCH 31, 2018~~

In thousands Coeur Mining, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 22,111
$ 30,603
$ 106,929
$ —
$ 159,643
Receivables 15,895
5,084
14,885
—
35,864
Ore on leach pads —
75,584
—
—
75,584
Inventory —
31,512
30,211
—
61,723
Prepaid expenses and other 8,892
3,193
6,118
—
18,203
46,898
145,976
158,143
—
351,017
NON-CURRENT ASSETS
Property, plant and equipment, net 3,141
165,578
97,438
—
266,157
Mining properties, net 6,980
219,000
617,841
—
843,821
Ore on leach pads —
67,430
—
—
67,430
Restricted assets 14,352
227
7,537
—
22,116
Equity and debt securities 36,772
545
—
—
37,317
Receivables 24,047
—
31,381
—
55,428
Net investment in subsidiaries 423,448
332
694
(424,474 ) —
Other 317,146
11,820
3,431
(313,748 ) 18,649
TOTAL ASSETS $ 872,784
$ 610,908
$ 916,465
$ (738,222 ) $ 1,661,935

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,419
$ 21,634
$ 19,811
$ —
$ 44,864
Other accrued liabilities 16,643
12,059
76,447
—
105,149
Debt —
9,977
7,063
—
17,040
Reclamation —
2,313
1,464
—
3,777
20,062
45,983
104,785
—
170,830
NON-CURRENT LIABILITIES
Debt 360,280
31,116
319,336
(313,748 ) 396,984
Reclamation —
83,392
35,762
—
119,154
Deferred tax liabilities 2,641
4,978
97,605
—
105,224
Other long-term liabilities 2,602
2,751
50,079
—
55,432
Intercompany payable (receivable) (327,111 ) 307,016
20,095
—
—
38,412
429,253
522,877
(313,748 ) 676,794
STOCKHOLDERS’ EQUITY
Common stock 1,862
19,630
195,020
(214,650 ) 1,862
Additional paid-in capital 3,355,710
145,024
1,882,610
(2,027,634 ) 3,355,710
Accumulated deficit (2,542,899 ) (28,982 ) (1,788,827 ) 1,817,810
(2,542,898 )
Accumulated other comprehensive income (loss) (363 ) —
—
—
(363 )
814,310
135,672
288,803
(424,474 ) 814,311
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 872,784
$ 610,908
$ 916,465
$ (738,222 ) $ 1,661,935

~~Coeur Mining, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements~~

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~DECEMBER 31, 2017~~

In thousands Coeur Mining, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 44,662
$ 52,239
$ 95,131
$ —
$ 192,032
Receivables 137
7,922
11,010
—
19,069
Ore on leach pads —
73,752
—
—
73,752
Inventory —
29,769
28,461
—
58,230
Prepaid expenses and other 7,824
2,816
4,413
—
15,053
Assets held for sale —
—
91,421
—
91,421
52,623
166,498
230,436
—
449,557
NON-CURRENT ASSETS
Property, plant and equipment, net 4,007
161,487
89,243
—
254,737
Mining properties, net —
216,281
613,288
—
829,569
Ore on leach pads —
65,393
—
—
65,393
Restricted assets 13,251
227
7,369
—
20,847
Equity and debt securities 33,569
1,268
—
—
34,837
Receivables —
—
28,750
—
28,750
Net investment in subsidiaries 422,074
223
(18 ) (422,279 ) —
Other 320,335
11,040
2,854
(316,744 ) 17,485
TOTAL ASSETS $ 845,859
$ 622,417
$ 971,922
$ (739,023 ) $ 1,701,175

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,607
$ 24,534
$ 20,451
$ —
$ 48,592
Other accrued liabilities 13,205
19,262
62,463
—
94,930
Debt —
9,215
21,538
—
30,753
Reclamation —
2,313
1,464
—
3,777
Liabilities held for sale —
—
50,677
—
50,677
16,812
55,324
156,593
—
228,729
NON-CURRENT LIABILITIES
Debt 345,088
28,313
323,912
(316,744 ) 380,569
Reclamation —
82,021
35,034
—
117,055
Deferred tax liabilities 4,110
5,127
95,911
—
105,148
Other long-term liabilities 2,311
3,063
49,323
—
54,697
Intercompany payable (receivable) (337,439 ) 317,759
19,680
—
—
14,070
436,283
523,860
(316,744 ) 657,469
STOCKHOLDERS’ EQUITY
Common stock 1,856
19,630
195,020
(214,650 ) 1,856
Additional paid-in capital 3,357,345
149,194
1,885,046
(2,034,240 ) 3,357,345
Accumulated deficit (2,546,743 ) (34,551 ) (1,788,597 ) 1,823,148
(2,546,743 )
Accumulated other comprehensive income (loss) 2,519
(3,463 ) —
3,463
2,519
814,977
130,810
291,469
(422,279 ) 814,977
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 845,859
$ 622,417
$ 971,922
$ (739,023 ) $ 1,701,175

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

NOTE 2017 – COMMITMENTS AND CONTINGENCIES

Palmarejo Gold Stream

Coeur Mexicana, S.A. de C.V. (“Coeur Mexicana”), a subsidiary of Coeur, sells 50% of Palmarejo gold production (excluding production from ~~the Paramount~~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 2015, 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. As of March 31, ~~2018,~~2019 the remaining unamortized balance was ~~$14.3 million.~~$12.5 million, which is included in Accrued liabilities and other and Other long-term liabilities on the Condensed Consolidated Balance Sheet.

Silvertip Contingent Consideration

A total of up to ~~$50.0~~$50.0 million of contingent consideration, payable in cash and common stock, is payable in conjunction with the ~~October 2017~~ Silvertip ~~acquisition.~~Acquisition. The contingent consideration is based on the achievement of two milestones, which the Company has determined to be probable at March 31, ~~2018.~~2019. The first milestone payment of ~~$25.0~~$25.0 million is contingent upon receipt of a permit expansion for a sustained mining and milling rate of 1,000 tonnes per ~~day.~~day (the “Permit contingent consideration”). The permit application ~~must~~was required to be submitted to the British Columbia Ministry of Energy and Mining no later than June 2018 and was submitted on April 30, 2018. As of March 31, 2019, the Company included the $25.0 million Permit contingent consideration in Accrued liabilities and other on the Condensed Consolidated Balance Sheet. The second milestone payment of up to ~~$25.0~~$25.0 million million is contingent upon the amount of resource tonnes added as of December 31, 2019. ~~The maximum payment of $25.0 million can be earned if the total resource reaches 3.7 million tonnes.~~ The former JDS Silver Holdings Ltd. shareholders will receive $5.0 million for a total resource of at least 2.5 million tonnes and $5.0 million for every 0.3 million tonnes over 2.5 million tonnes, up to 3.7 million tonnes (the “Resource contingent consideration”). The maximum payment of $25.0 million can be earned if the total resource (including reserves) reaches 3.7 million tonnes. The Silvertip mine’s total resource (including reserves) was approximately 3.3 million tonnes at December 31, 2018, of which 0.5 million tonnes are classified as inferred resources which are not included in the Company’s mineralized material total reported in the 2018 10-K. As of March 31, 2019, the Company included the $25.0 million Resource contingent consideration in Accrued liabilities and other on the Condensed Consolidated Balance Sheet.

NOTE 2118 – DISCONTINUED OPERATIONS

In December 2017, the Company and certain of its subsidiaries entered into a definitive agreement (as amended, the ~~“Agreement”~~“Manquiri Agreement”) to sell all of the outstanding capital stock of Empresa Minera Manquiri S.A. (“Manquiri”), which is the operator of the San Bartolomé mine and processing facility (the “Manquiri Divestiture”)~~. On~~.On February 28, 2018, the Manquiri Divestiture was completed, and, in accordance with the Manquiri Agreement, the capital stock in Manquiri was sold to Ag-Mining Investments, AB, a privately-held Swedish company ~~owned by a group of individuals with extensive mining experience~~(the “Buyer”), in ~~Latin America.~~

~~Coeur and its subsidiaries received the following consideration:~~

exchange for, among other items, (A) 2.0% net smelter returns royalty ~~(the “NSR”) payable to Coeur~~ on all metals processed through the San Bartolomé ~~Mine’s~~mine’s processing facility ~~commencing immediately upon~~(the “NSR”) and (B) promissory notes payable by the ~~closing~~Buyer with an aggregate principal amount equal to $27.6 million (the “Manquiri Notes Receivable”). In September 2018, the Company entered into a letter agreement (“Letter Agreement”) with the Buyer pursuant to which the total aggregate principal amount of the ~~Transaction, valued at $7.1 million.~~

~~Pre-closing~~Manquiri Notes Receivable (as described in the 2018 10-K) was reduced to $25.0 million, and the Buyer made a concurrent cash payment of $15.0 million to the Sellers in respect of the Manquiri Notes Receivable. In addition, the Company also agreed to suspend the quarterly payments in respect of the NSR until October 15, 2019 and to forgo any rights to any value added tax refunds ~~valued at $12.7 million that will be~~ collected or received by Manquiri.

On February 28, 2019, the parties executed a letter agreement (the “February Letter Agreement”), which amended certain terms of the Manquiri Agreement. Pursuant to the February Letter Agreement, the Buyer agreed to accelerate repayment of the remaining aggregate $6.0 million owed under the Manquiri Notes Receivable, by making a concurrent cash payment of $2.0 million to the Company in respect of the ~~future will be paid~~Manquiri Notes Receivable and agreeing to ~~Coeur (net~~pay the remaining $4.0 million outstanding principal amount in two equal installments on March 31, 2019 and April 30, 2019, both of ~~collection costs).~~

~~Eighteen-month promissory notes valued at $26.9 million payable to Coeur and certain~~which were received. As of ~~its subsidiaries representing Manquiri’s cash and cash equivalents on~~ the date of ~~closing~~the entry into the February Letter Agreement, the remaining obligations under the Manquiri Agreement (including post-closing indemnification obligations) terminated. The Company recorded a $5.7 million gain on the sale Manquiri following the release of the ~~Manquiri Divestiture, and providing for repayment beginning in October 2018.~~

~~The Company recognized a~~indemnification liability (associated with termination of ~~approximately $5.7 million for certain~~ post-closing ~~covenants, guaranties and~~ indemnification ~~obligations on the part of the Company~~obligations) pursuant to the ~~Agreement~~February Letter Agreement.

~~The sale~~In addition, pursuant to the February Letter Agreement, until October 31, 2019 (the “Option Period”) the Buyer has a non-exclusive option (the “Option”) to either purchase or terminate its obligations to pay the NSR, by making a payment to Coeur of ~~Manquiri resulted~~$4.8 million (the “NSR Payment Amount”). During the Option Period, the Company’s rights in ~~a gain~~respect of ~~$1.5 million, which is included in~~ ~~Income (loss) from discontinued operations~~. receipt of the NSR are suspended. If the Buyer does not exercise the Option and pay the NSR Payment Amount to Coeur during the Option Period,

Coeur Mining, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

or if Coeur transfers the NSR to a third party, Buyer’s obligations to pay the NSR will resume for the quarterly period beginning on July 1, 2019 and ending September 30, 2019, and such payment shall be payable by the expiration of the Option Period.

The sale of Manquiri and the San Bartolomé ~~is expected to have~~mine had a ~~major~~significant effect on the Company's results and operations. Accordingly, San Bartolomé’s operations for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 are classified on the ~~consolidated statements~~Condensed Consolidated Statements of ~~operations~~Operations and ~~comprehensive income (loss)~~Comprehensive Income (Loss) as Income (loss) from discontinued operations. The major classes of line items constituting the pretax profit or loss for the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 are as ~~follows:~~follows (in thousands):


	Three months ended March 31,						Three Months Ended March 31,
	2018			2017			2019		2018
Revenue	$	12,346		$	20,584		$	—	$	12,346
COSTS AND EXPENSES
Costs applicable to sales⁽¹⁾	12,269			18,222			—		12,269
Amortization	—			1,411
General and administrative	41			8			—		41
Pre-development, reclamation, and other	265			744			—		265
OTHER INCOME (EXPENSE), NET
Interest expense, net of capitalized interest	(3		)	(6		)	—		(3		)
Other, net	(260		)	340			—		(260		)
Pretax profit (loss) on discontinued operations related to major classes of pretax profit (loss)	(492		)	533			—		(492		)
Pretax gain on the disposal of the discontinued operation	1,525			—			5,693		1,525
Total pretax gain or loss on discontinued operations	1,033			533			5,693		1,033
Income and mining tax (expense) benefit	(483		)	(169		)	—		(483		)
Income (loss) from discontinued operations	$	550		$	364		$	5,693	$	550

(1) Excludes amortization.

Net cash used in operating activities from San Bartolomé ~~was~~were $2.7 million for the three months ended March 31, ~~2018 compared to net cash provided by operating activities of $11.3 million for the three months ended March 31, 2017, respectively.~~2018. Net cash used in investing activities from San Bartolomé were $28.5 million ~~and $0.4 million~~ for the three months ended March 31, 2018 ~~and 2017, respectively.~~

NOTE 2219 – ADDITIONAL BALANCE SHEET DETAIL AND SUPPLEMENTAL CASH FLOW INFORMATION

Accrued liabilities and other consist of the following:


	March 31, 2018		December 31, 2017
In thousands					March 31, 2019		December 31, 2018
Accrued salaries and wages	$	15,552	$	26,559	$	16,190	$	22,229
Income and mining taxes	36,642		25,788		8,825		16,474
Silvertip contingent consideration	24,543		24,393		49,455		25,000
Accrued operating costs	17,174		12,323		6,179		13,688
Taxes other than income and mining	5,644		4,354		2,974		3,639
Accrued interest payable	5,594		1,513		5,173		1,589
Operating lease liabilities					13,340		$	—
Accrued liabilities and other	$	105,149	$	94,930	$	102,136	$	82,619

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash ~~flows:~~flows for the three months ended March 31, 2019 and 2018:


	March 31, 2018		March 31, 2017
In thousands					March 31, 2019		March 31, 2018
Cash and cash equivalents	$	159,643	$	160,636	$	69,033	$	159,643
Restricted cash equivalents	12,458		9,821		2,989		12,458
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	172,101		170,457		$	72,022	$	172,101

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”~~ “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 ~~certain operational~~Costs applicable to sales (“CAS”) split, referred to as the co-product method, based on revenue contribution for Palmarejo, Rochester and ~~financial data~~Silvertip and based on ~~a silver equivalent basis, converting gold~~the primary metal, referred to as the by-product method, for Wharf. Revenue from secondary metal, silver at Wharf, is treated as a historical 60:1 ratio of silver ounces to gold ounces, unless otherwise noted. We also provide realized silver equivalent data determined by average spot silver and gold prices during the relevant period.cost credit.

Overview

We are primarily a gold ~~silver, zinc~~ and ~~lead~~silver producer with five operating mines located in the United States, Canada and Mexico and ~~Canada and~~several exploration projects in ~~the United States and Mexico. The Palmarejo complex, Rochester, Kensington and Wharf mines constitute our principal sources of revenue.~~North America.

~~In October 2017,~~First Quarter 2019 Highlights

Lower gold and silver grades attributable to mine sequencing led to lower gold and silver production and higher costs applicable to sales per gold and silver ounce at Palmarejo. Palmarejo’s La Nacion deposit, located between the ~~Company added a mine~~Independencia and Guadalupe underground mines, remains on-schedule to ~~Coeur’s North America-focused platform with~~commence production in the ~~acquisition~~second half of 2019.

Rochester gold and silver production decreased and costs applicable to sales per gold and silver ounce increased driven by lower ore placement rates due to adverse weather conditions and decommissioning of the ~~high-grade silver-zinc-lead Silvertip~~crusher as part of the high pressure grinding roll, or HGPR, crushing unit project. HGPR construction remains on-budget and on-schedule. Commissioning activities are now underway and the impact on silver recovery rates is expected to be seen beginning mid-year with full ramp-up expected during the third quarter.

Kensington gold production increased and costs applicable to sales per gold ounce remained comparable. The higher grade Jualin mine, ~~located~~which reached commercial production in ~~northern British Columbia, Canada. The Silvertip mine commenced milling~~December, supplemented existing ore sources at Kensington in the first quarter of ~~2018,~~2019 and is expected to ~~commence commercial~~contribute to increased production and lower costs applicable to sales per gold ounce for the remainder of 2019. Mining activities at Jualin shifted focus from ore development to full production, allowing for longhole stope production at Jualin in future quarters. Ore from Jualin accounted for approximately 10% of Kensington’s gold production during the quarter and had an average grade of 0.41 ounces per ton. Jualin is expected to account for approximately 20% of Kensington’s total production in 2019.

Wharf first quarter gold production reflects the ~~second quarter~~impact of ~~2018. In February 2018,~~lower grade tons placed in the Company completed the Manquiri Divestiture, which we determined to represent a strategic shift to a North America-focused mining portfolio with a major effect on the Company’s results and operations; therefore, San Bartolomé’s results of operations are reported as discontinued operations for all periods. In the following discussion and analysis, the operating statistics, results of operations, cash flows and financial condition that we present and discuss are those of our continuing operations unless otherwise indicated.

The Company's strategy is to discover, acquire, develop and operate low-cost silver and gold mines, which may include base metals such as zinc and lead, that produce long-term cash flow, provide opportunities for growth through continued exploration, and generate superior and sustainable returns for stockholders. Management focuses on maximizing net cash flow through identifying and implementing revenue enhancement opportunities, reducing operating and non-operating costs, exercising consistent capital discipline, and efficient working capital management.

~~First Quarter Highlights~~

~~Production from continuing operations of 8.3 million silver equivalent ounces, consisting of 3.2 million silver ounces and 85,383 gold ounces~~

~~Sales from continuing operations of 8.4 million silver equivalent ounces, consisting of 3.2 million silver ounces and 87,153 gold ounces~~

~~Net income from continuing operations of $0.7 million ($0.00 per share) and adjusted net income of $0.7 million ($0.00 per share) (see “Non-GAAP Financial Performance Measures”)~~

prior quarter. Costs applicable to sales ~~from continuing operations were $9.77 per silver equivalent ounce ($8.55 per average spot silver equivalent ounce) and $970~~ per gold ~~equivalent~~ ounce ~~(see “Non-GAAP Financial Performance Measures”)~~increased in the first quarter of 2019 as a result of higher equipment rental and consumable costs.

~~All-in~~Production at Silvertip, which commenced commercial production in September 2018, was higher driven by higher tons milled. The mill exceeded 1,100 tpd (1,000 metric tonnes per day (“mtpd”)) intermittently in March and averaged approximately 843 tpd (765 mtpd), excluding two days of scheduled maintenance. Average head grades, recovery rates and concentrate grades are expected to continue trending higher as mill availability improves and newly-mined higher grade material is processed. Current areas of focus include (i) sustaining ~~costs from continuing operations were $17.33 per silver equivalent ounce ($14.44 per average spot silver equivalent ounce) (see “Non-GAAP Financial Performance Measures”)~~consistent levels of mill availability to allow for recovery rate optimization, (ii) accelerating underground development rates to enhance mining flexibility and access to higher grade ore, and (iii) workforce training and retention.

~~Operating cash flow from continuing operations of $15.5 million and adjusted EBITDA from continuing operations of $49.5 million (see “Non-GAAP Financial Performance Measures”)~~

~~Cash and cash equivalents of $159.6 million at March 31, 2018~~

Completed the Manquiri Divestiture for total consideration of $46.7 million consisting of a 2.0% NSR valued at $7.1 million, pre-closing value added tax refunds valued at $12.7 million payable to the Company, and $26.9 million of promissory notes payable in eighteen months to the Company, with payments beginning in October 2018

Selected Financial and Operating Results


	Three months ended March 31,				Three Months Ended March 31,
	2018		2017
In thousands					2019			2018
Financial Results from Continuing Operations:
Metal sales	$	163,267	$	185,554
Gold sales					$	106,764		$	110,474
Silver sales					$	40,114		$	52,793
Zinc sales					$	5,634		$	—
Lead sales					$	2,358		$	—
Consolidated Revenue					$	154,870		$	163,267
Net income (loss)	$	691	$	18,299	$	(24,894	)	$	691
Net income (loss) per share, diluted	$	0.00	$	0.10	$	(0.12	)	$	0.00
Adjusted net income (loss)⁽¹⁾	$	680	$	6,766	$	(22,958	)	$	342
Adjusted net income (loss) per share, diluted⁽¹⁾	$	0.00	$	0.04	$	(0.11	)	$	0.00
EBITDA⁽¹⁾	$	49,382	$	71,449	$	14,778		$	49,382
Adjusted EBITDA⁽¹⁾	$	49,524	$	54,514	$	26,104		$	49,186
Operating Results from Continuing Operations:
Gold ounces produced					78,336			85,383
Silver ounces produced	3,182,110		2,717,869		2,490,434			3,182,110
Gold ounces produced	85,383		88,218
Silver equivalent ounces produced	8,305,090		8,010,949
Zinc pounds produced					3,719,013			—
Lead pounds produced					3,076,845			—
Gold ounces sold					85,326			87,153
Silver ounces sold	3,160,913		3,325,706		2,635,015			3,160,913
Gold ounces sold	87,153		110,874
Silver equivalent ounces sold	8,390,090		9,978,120
Zinc pounds sold					4,723,069			—
Lead pounds sold					2,747,847			—
Average realized price per gold ounce					$	1,251		$	1,268
Average realized price per silver ounce	$	16.70	$	17.49	$	15.22		$	16.70
Average realized price per gold ounce	$	1,268	$	1,149
Costs applicable to sales per silver equivalent ounce⁽¹⁾	$	9.77	$	10.61
Costs applicable to sales per average spot silver equivalent ounce⁽¹⁾	$	8.55	$	9.80
Costs applicable to sales per gold equivalent ounce⁽¹⁾	$	970	$	788
All-in sustaining costs per silver equivalent ounce⁽¹⁾	$	17.33	$	14.77
All-in sustaining costs per average spot silver equivalent ounce⁽¹⁾	$	14.44	$	13.29
Average realized price per zinc pound					$	1.50		$	—
Average realized price per lead pound					$	0.92		$	—
Financial and Operating Results from Discontinued Operations:⁽²⁾
Income (loss) from discontinued operations	$	550	$	364	$	5,693		$	550
Silver ounces produced	643,078		1,214,507		—			643,078
Gold ounces produced	78		—		—			78
Silver equivalent ounces produced	647,758		1,214,507
Silver ounces sold	704,479		1,148,006		—			704,479
Gold ounces sold	292		—		—			292
Silver equivalent ounces sold	721,999		1,148,006


~~(1)~~	~~See~~ “~~Non-GAAP~~ (1)See “Non-GAAP Financial Performance Measures.” (2)Reported production and financial results for the three months ended March 31, 2018 include operations through February 28, 2018.


~~(2)~~	~~Reported production and financial results include operations through February 28, 2018.~~

Consolidated Financial Results

Three Months Ended March 31, ~~2018~~2019 compared to Three Months Ended March 31, ~~2017~~

~~Net Income (Loss) from Continuing Operations~~

~~Net income~~ ~~from continuing operations was $0.7 million ($0.00 per share) compared to~~ ~~Net income~~ ~~of $18.3 million ($0.10 per share). The decrease~~in ~~Net income~~ from continuing operations is primarily due to lower ounces sold and a $21.1 million gain on the sale of the Joaquin project in the first quarter of 2017, partially offset by higher operating margin per consolidated silver equivalent ounce.2018

Revenue

~~Metal sales were lower due to higher sales in the first quarter~~Revenue decreased by $8.4 million as a result of ~~2017 resulting from holdover~~fewer gold (2%) and silver (17%) ounces ~~from 2016~~sold coupled with a 1% and a9% decrease in average realized gold and silver prices, ~~of 5%,~~respectively, partially offset by ~~an increase~~sales from Silvertip, which commenced commercial production in ~~average realized gold prices of 10%.~~September 2018. The Company sold 85,326 gold ounces, 2.6 million silver ounces, 4.7 million zinc pounds and 2.7 million lead pounds compared to 87,153 gold ounces and 3.2 million silver ounces ~~and 87,153 gold ounces, compared to sales of 3.3 million silver ounces and 110,874 gold ounces.~~in the prior year. Gold contributed 68% of sales, ~~and~~ silver contributed ~~32%~~26%, zinc contributed 4% and lead contributed less than 2%, compared to ~~69%~~68% of sales from gold and ~~31%~~32% from silver.

The following table summarizes consolidated metal sales:



	Three Months Ended March 31,				Increase			Percent
In thousands	2019		2018		(Decrease)			Change
Gold sales	$	106,764	$	110,474	$	(3,710	)	(3	)%
Silver sales	40,114		52,793		(12,679		)	(24	)%
Zinc sales	5,634		—		5,634			100	%
Lead sales	2,358		—		2,358			100	%
Metal sales	$	154,870	$	163,267	$	(8,397	)	(5	)%

Costs Applicable to Sales

Costs applicable to sales ~~decreased~~increased primarily due to ~~lower silver~~sales at Silvertip, a $15.4 million write-down of inventory at Silvertip and ~~gold ounces sold and lower~~higher per unit costs ~~applicable~~at all operating sites. For 2019, unit costs are expected to ~~sales per silver equivalent ounce, partially offset by higher costs applicable to sales per gold equivalent ounce.~~remain within the guidance ranges disclosed in the 2018 10-K. For a complete discussion of costs applicable to sales, see Results of Operations below.

Amortization

Amortization ~~decreased $7.9~~increased $11.1 million, or ~~20%~~36%, ~~primarily due to lower silver~~resulting from the inclusion of Silvertip and ~~gold ounces sold.~~higher sales at Kensington.

Expenses

General and administrative expenses ~~decreased $1.3~~increased $0.7 million, or ~~13%~~8%, primarily due to ~~lower compensation, severance and~~higher professional ~~service~~services costs.

Exploration expense ~~increased $1.4~~decreased $3.0 million, or ~~27%~~44%, ~~due~~as a result of lower near-mine exploration costs at Palmarejo and Kensington, as well as lower greenfields explorations expense in Mexico partially offset by exploration expense at the recently-acquired Sterling and Crown deposits located in southern Nevada. The Company completed 27,724 feet (8,450 meters) of resource expansion drilling and 62,402 feet (19,020 meters) of resource infill drilling in the first quarter of 2019 compared to 109,983 feet (33,523 meters) of resource expansion drilling and 85,058 feet (25,926 meters) of resource infill drilling in the ~~Company’s expansion~~first quarter of ~~near-mine drilling efforts~~2018. Exploration activities in the first quarter of 2019 focused on targets at Palmarejo, Kensington and ~~regional exploration focused on projects~~the Sterling Gold Project. Drill programs at Rochester, Wharf and Silvertip are scheduled to resume in ~~Nevada and Mexico.~~the second quarter.

Pre-development, reclamation, and other expenses increased ~~$0.4~~$0.2 million, or ~~10% due to~~5%, stemming from higher asset retirement obligation accretion expense at ~~Palmarejo.~~Silvertip.

Other Income and Expenses

~~Non-cash fair~~Fair value adjustments, net, ~~were a gain of $5.0~~increased to $9.1 million ~~compared to a loss of $1.2~~from $4.7 million ~~due to unrealized gains of $4.8 million on equity securities and a favorable fair value adjustment on zinc hedges. Effective January 1, 2018,~~ as a result of ~~ASU 2016-01, changes~~favorable fair value adjustments related to the Company’s equity investment in ~~the~~Metalla Royalty & Streaming Ltd, which has an estimated fair value of ~~equity investments are recognized as fair value adjustments instead of other comprehensive income (loss) in the Condensed Consolidated Statements of Comprehensive Income (Loss).~~$23.9 million at March 31, 2019.

Interest expense (net of capitalized interest of ~~$0.1~~$0.7 million) increased to ~~$6.0~~$6.5 million from ~~$3.6~~$6.0 million, ~~primarily~~ due to higher average debt levels related to the ~~2024 Senior Notes and the Facility.~~RCF.

~~Other, net decreased to $0.2 million, primarily due to a $21.1 million gain on the sale of the Joaquin project in Argentina in the first quarter of 2017.~~

Income and Mining Taxes

During the first quarter of ~~2018,~~2019, the Company reported estimated income and mining tax ~~expense~~benefit of approximately ~~$11.9~~$8.7 million resulting in an effective tax rate of ~~94.5%~~25.8%. This compares to ~~estimated~~ income tax expense of ~~$10.9~~$11.9 million ~~for~~or an effective tax rate of ~~37.3%~~94.5% during the first quarter of ~~2017.~~

2018.

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


	Three months ended March 31,												Three Months Ended March 31,
	2018						2017						2019						2018
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	$	1,187		$	517		$	20,653		$	(1,827	)	$	(6,047	)	$	(2,162	)	$	1,187		$	517
Argentina	254			10			(328		)	1,124
Canada													(26,525		)	9,792			—			—
Mexico	13,126			(13,222		)	8,650			(9,923		)	(772		)	1,024			13,126			(13,222		)
Other jurisdictions	(1,927		)	746			202			(252		)	(208		)	4			(1,673		)	756
	$	12,640		$	(11,949	)	$	29,177		$	(10,878	)	$	(33,552	)	$	8,658		$	12,640		$	(11,949	)

The comparability of the Company’s ~~effective~~ income and mining tax ~~rate is a function of the combined effective tax rates~~(expense) benefit and foreign exchange rates in the jurisdictions in which it operates. Variations in the jurisdictional mix of income and loss and foreign exchange rates result in significant fluctuations in the consolidated effective tax rate ~~along with~~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) foreign exchange rates; (iv) mining taxes ~~uncertain~~and (v) the non-recognition of tax ~~positions, and a full valuation allowance on deferred~~assets. Therefore, the effective tax ~~assets related~~rate will fluctuate, sometimes significantly, period to losses in the United States and certain foreign jurisdictions. Fluctuations in foreign exchange rates on deferred tax balances increased income and mining tax expense by $3.6 million and $5.6 million for the three months ended March 31, 2018 and 2017, respectively, predominately due to the strengthening of the Mexican Peso. Additionally, favorable operating results at Palmarejo contributed to higher income and mining tax expense in Mexico.period.

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 the section titled “Risk Factors” in the 2018 10-K.

Net Income (Loss) from Continuing Operations

Net loss from continuing operations was $24.9 million, or $0.12 per share, compared to net income of $0.7 million, or $0.00 per share. The decrease in net income from continuing operations was driven by lower sales and higher operating costs which included a write-down of $15.4 million at Silvertip of metal inventory as a result of lower than expected production levels. Adjusted net loss was $23.0 million, or $0.11 per share, compared to adjusted net income of $0.3 million, or $0.00 per share (see “Non-GAAP Financial Performance Measures”).

Net Income (loss) from Discontinued Operations

In respect of San Bartolomé’s operating results, income increased ~~$0.2 million, primarily due~~$5.1 million. In February 2019, the Company recorded an adjustment to the gain from the Manquiri Divestiture following the release of a ~~$1.5 million gain on~~liability associated with the ~~sale of San Bartolomé~~Company’s post-closing indemnification obligations which were extinguished pursuant to the February Letter Agreement.

2019 Guidance Framework

The Company’s 2019 production and CAS guidance remains unchanged from its original guidance disclosed in the ~~first quarter of~~ 2018 ~~partially offset by lower production and higher unit costs.~~

~~2018 Outlook~~

~~The Company is maintaining its full-year 2018 production and related cost guidance.~~10-K.

Results of Continuing Operations

Palmarejo



	Three Months Ended March 31,
	2019			2018
Tons milled	378,987			359,893
Average gold grade (oz/t)	0.07			0.10
Average silver grade (oz/t)	4.64			6.88
Average recovery rate – Au	83.4		%	80.4		%
Average recovery rate – Ag	72.8		%	81.4		%
Gold ounces produced	23,205			29,896
Silver ounces produced	1,278,283			2,013,239
Gold ounces sold	27,394			30,888
Silver ounces sold	1,405,409			2,030,703
Costs applicable to sales per gold ounce⁽¹⁾	$	716		$	519
Costs applicable to sales per silver ounce⁽¹⁾	$	9.70		$	7.43

~~The Company produced 3.2 million ounces of~~(1)See Non-GAAP Financial Performance Measures.

Three Months Ended March 31, 2019 compared to Three Months Ended March 31, 2018

Gold and silver production decreased 22% and 37%, respectively, resulting from lower silver and ~~85,383 ounces of~~ gold grades attributable to mine sequencing, which in ~~the three months ended March 31, 2018, compared~~turn contributed to ~~2.7 million ounces of silver~~a 38% and ~~88,218 ounces of gold~~31% increase in ~~the three months ended March 31, 2017. Silver production increased 17% due to higher grade at Palmarejo and higher placed tons at Rochester. Gold production~~ ~~decreased~~ ~~3% due to lower grade at Wharf, lower mill throughput at Kensington and lower recovery at Palmarejo.~~

Costs applicable to sales were $9.77 per silver equivalent ounce ($8.55 per average spot silver equivalent ounce) and $970 per gold equivalent ounce in the three months ended March 31, 2018 compared to $10.61 per silver equivalent ounce ($9.80 per average spot silver equivalent ounce) and $788 per gold equivalent ounce in the three months ended March 31, 2017. Costs applicable to sales per silver equivalent ounce decreased 8% due to lower unit costs at Palmarejo while costs applicable to sales per gold ~~equivalent~~and silver ounce, ~~increased~~respectively. Metal sales were $53.2 million, or 34% of Coeur’s metal sales, compared with $70.0 million, or 43% of Coeur’s metal sales. Amortization decreased to $14.5 million primarily due to lower ounces sold. Capital expenditures remained comparable at $8.7 million and were focused on underground development at Guadalupe, Independencia and La Nacion, conversion drilling and a new thickener that is expected to increase gold and silver recovery rates.

Rochester



	Three Months Ended March 31,
	2019		2018
Tons placed	2,667,559		4,351,131
Average gold grade (oz/t)	0.003		0.003
Average silver grade (oz/t)	0.46		0.54
Gold ounces produced	8,256		11,487
Silver ounces produced	959,905		1,157,026
Gold ounces sold	8,511		11,163
Silver ounces sold	1,000,453		1,119,227
Costs applicable to sales per gold ounce⁽¹⁾	$	1,108	$	947
Costs applicable to sales per silver ounce⁽¹⁾	$	13.02	$	11.85

(1)~~23%~~See Non-GAAP Financial Performance Measures.

~~in the three months ended~~Three Months Ended March 31, 2019 compared to Three Months Ended March 31, 2018

Gold and silver production decreased 28% and 17%, respectively, due to ~~higher unit costs at Kensington~~reduced placement rates caused by adverse weather conditions and ~~Wharf.~~

~~All-in sustaining costswere $17.33 per silver equivalent ounce ($14.44 per average spot silver equivalent ounce)~~the planned decommissioning of a crusher as part of the HPGR project in the ~~three months ended March 31, 2018,~~second half of 2018. Metal sales were $26.4 million, or 17% of Coeur’s metal sales, compared ~~to $14.77 per silver equivalent ounce ($13.29 per average spot silver equivalent ounce) in the three months ended March 31, 2017. The 17% increase was primarily due to higher costs~~with $33.5 million, or 21% of Coeur’s metal sales. Costs applicable to sales per ~~consolidated~~gold and silver ~~equivalent~~ ounce increased 17% and 10%, respectively, due to lower production. Capital expenditures increased to $4.6 million from $2.6 million due to higher ~~sustaining~~HPGR unit and POA 11 capital ~~related to underground development at Palmarejo and Kensington, partially offset by lower general and administrative costs.~~expenditures.

~~Palmarejo~~Kensington

Three months ended March 31,
2018 2017
Tons milled 359,893
360,383
Silver ounces produced 2,013,239
1,530,541
Gold ounces produced 29,896
30,792
Silver equivalent ounces produced 3,806,999
3,378,061
Costs applicable to sales per silver equivalent oz⁽¹⁾
$ 8.01
$ 9.71
Costs applicable to sales per average spot silver equivalent oz⁽¹⁾
$ 6.94
$ 8.89



	Three Months Ended March 31,
	2019			2018
Tons milled	164,332			158,706
Average gold grade (oz/t)	0.20			0.17
Average recovery rate	90.2		%	94.0		%
Gold ounces produced	29,973			26,064
Gold ounces sold	$	31,335		$	27,763
Costs applicable to sales per gold ounce⁽¹⁾	$	1,027		$	1,010


(1)	See Non-GAAP Financial Performance Measures.

Three Months Ended March 31, ~~2018~~2019 compared to Three Months Ended March 31, ~~2017~~2018

~~Silver equivalent~~Gold production increased ~~13%~~15% due to higher ~~mining rates~~mill throughput resulting from ~~Independencia and higher silver and gold grade, partially offset by lower silver and gold recovery.~~Jualin mine production. Metal sales were ~~$70.0~~$40.3 million, or ~~43%~~26% of Coeur’s metal sales, compared ~~with $77.7~~to $36.3 million, or ~~43%~~22% of Coeur’s metal sales. Costs applicable to sales per gold ounce ~~decreased 18% as a result of higher production. Amortization decreased to $16.3 million compared to $20.2 million,~~were comparable primarily due to ~~higher life~~planned equipment rebuilds in the first quarter of ~~mine reserves, partially offset by higher production. Capital expenditures~~2019. Amortization increased to ~~$9.3~~$11.7 million from $6.7 million due to higher gold ounces sold. Capital expenditures decreased to $9.4 million resulting from decreased underground development at ~~Guadalupe~~Kensington, Jualin and ~~Independencia.~~Raven and lower mining equipment expenditures.

~~Rochester~~Wharf


	Three months ended March 31,				Three Months Ended March 31,
	2018		2017		2019		2018
Tons placed	4,351,131		3,513,708		1,090,510		1,076,395
Average gold grade (oz/t)					0.020		0.022
Gold ounces produced					16,902		17,936
Silver ounces produced	1,157,026		1,127,322		13,484		11,845
Gold ounces produced	11,487		10,356
Silver equivalent ounces produced	1,846,246		1,748,682
Costs applicable to sales per silver equivalent oz⁽¹⁾	$	13.59	$	12.56
Costs applicable to sales per average spot silver equivalent oz⁽¹⁾	$	12.13	$	11.80
Gold ounces sold					18,086		17,339
Silver ounces sold					14,052		10,983
Costs applicable to sales per gold ounce⁽¹⁾					$	950	$	868


(1)	See Non-GAAP Financial Performance Measures.

Three Months Ended March 31, ~~2018~~2019 compared to Three Months Ended March 31, ~~2017~~2018

~~Silver equivalent~~Gold production ~~increased 6% due to higher~~reflects the impact of lower grade tons placed ~~partially offset by lower silver grade.~~in the prior quarter. Metal sales were ~~$33.5~~$24.0 million, or ~~21%~~16% of Coeur’s metal sales, compared ~~with $39.0~~to $23.4 million, or ~~21%~~14% of Coeur’s metal sales. Costs applicable to sales per ~~silver equivalent~~gold ounce increased 8%9% due to higher equipment rental and consumable costs. Amortization remained comparable at $2.7 million despite higher gold ounces sold due to lower ~~silver ounces placed. Amortization decreased to $4.8 million due to lower ounces sold.~~amortizable mineral interests. Capital expenditures ~~decreased to $2.6 million compared to $10.6 million due to the completion of the Stage IV leach pad expansion in 2017.~~remained comparable at $0.4 million.

~~Kensington~~

Silvertip

Three months ended March 31,
2018 2017
Tons milled 158,706
165,895
Gold ounces produced 26,064
26,197
Costs applicable to sales/oz⁽¹⁾
$ 1,031
$ 885



	Three Months Ended March 31,
	2019			2018
Tons milled	62,051			—
Average silver grade (oz/t)	5.50			—
Average zinc grade (%)	5.9		%	—
Average lead grade (%)	3.7		%	—
Average recovery rate – Ag	69.9		%
Average recovery rate – Zn	50.5		%
Average recovery rate – Pb	66.8		%
Silver ounces produced	238,762			—
Zinc pounds produced	3,719,013			—
Lead pounds produced	3,076,845			—
Silver ounces sold	$	215,101		$	—
Zinc pounds sold	$	4,723,069		$	—
Lead pounds sold	$	2,747,847		$	—
Costs applicable to sales per silver ounce⁽¹⁾	$	33.12		$	—
Costs applicable to sales per zinc pound⁽¹⁾	$	2.85		$	—
Costs applicable to sales per lead ounce⁽¹⁾	$	2.11		$	—


(1)	See Non-GAAP Financial Performance Measures.

Three Months Ended March 31, ~~2018~~2019 compared to Three Months Ended March 31, ~~2017~~2018

~~Gold production remained comparable.~~In September 2018, Silvertip commenced commercial production. Metal sales were ~~$36.3~~$10.9 million, or ~~22% of Coeur’s metal sales, compared to $38.0 million, or 20%~~7% of Coeur’s metal sales. Costs applicable to sales per ounce were ~~16% higher, primarily due to~~impacted by a $15.4 million write-down of metal inventory as a result of lower ~~mill throughput, higher diesel costs,~~than expected production levels, grades and higher contract mining costs. Amortization decreased to $6.7 million from $9.2 million due to lower ounces sold. Capital expenditures increased to $11.4 million due to expansion of the site power plant.

~~Wharf~~

Three months ended March 31,
2018 2017
Tons placed 1,076,395
1,292,181
Gold ounces produced 17,936
20,873
Silver ounces produced 11,845
20,065
Gold equivalent ounces produced⁽¹⁾
18,133

21,207
Costs applicable to sales per gold equivalent oz⁽¹⁾
$ 874
$ 662


~~(1)~~	~~See Non-GAAP Financial Performance Measures.~~

~~Three Months Ended March 31, 2018 compared to Three Months Ended March 31, 2017~~

Gold equivalent production decreased 14% due to lower grade and lower tons placed. Metal sales were $23.4 million, or 14% of Coeur’s metal sales, compared to $30.3 million, or 16% of Coeur’s metal sales. Costs applicable to sales per gold equivalent ounce increased 32% due to lower production resulting from the completion of mining at the higher-grade Golden Reward deposit in 2017, higher pad unloading costs, and higher diesel costs.recovery rates. Amortization was ~~$2.7 million compared to $3.1 million due to lower ounces sold.~~$8.4 million. Capital expenditures decreased to ~~$0.3 million.~~

~~Endeavor Silver Stream~~

Three months ended March 31,
2018 2017
Tons milled —
45,340
Silver ounces produced —
39,941
Costs applicable to sales/oz⁽¹⁾
$ —
7.22


~~(1)~~	~~See Non-GAAP Financial Performance Measures.~~

~~In July 2017,~~$4.1 million from $18.6 million due to pre-production capitalization in 2018. Capital expenditures focused on underground development and the ~~Company sold the Endeavor Silver Stream and our remaining portfolio of royalties for total consideration of $13.0 million~~220-person camp that was opened to ~~Metalla Royalty & Streaming Ltd. Reported production and financial results include operations through May 2017~~employees in ~~accordance with the terms of the sale agreement.~~March 2019.

Liquidity and Capital Resources

At March 31, 2019, the Company had $72.0 million of cash, cash equivalents and restricted cash and $115.0 million available under the RCF. Cash and cash equivalents decreased ~~$32.4~~$46.0 million in the three months ended March 31, ~~2018 as a result of pre-production capital expenditures~~2019 primarily due to ~~advance Silvertip toward commercial production,~~ lower gold and silver ~~equivalent~~prices, lower gold and silver ounces sold, Silvertip operating costs and ~~higher costs applicable to sales per silver equivalent ounce,~~mining tax payments at Palmarejo, partially offset by ~~higher average realized prices.~~lower capital expenditures at Silvertip. The amount available of $115.0 million under the RCF was the same at March 31, 2019 as it was at December 31, 2018.

Cash Provided by (Used in) Operating Activities from Continuing Operations

Net cash used in operating activities for the three months ended March 31, 2019 was $11.8 million, compared to net cash provided by operating activities for the three months ended March 31, 2018 ~~and 2017~~of $15.5 million. Adjusted EBITDA from continuing operations was ~~$15.5~~$26.1 million, ~~and $43.9~~compared to $49.2 million ~~respectively, and~~(see “Non-GAAP Financial Performance Measures”). Net cash provided by (used in) operating activities was impacted by the following key ~~factors:~~factors for the applicable periods:

Three months ended March 31,
2018 2017
Consolidated silver equivalent ounces sold 8,390,090
9,978,120
Average realized price per consolidated silver equivalent ounce $ 19.46
$ 18.60
Costs applicable to sales per consolidated silver equivalent ounce ⁽¹⁾
(11.84 ) (11.47 )
Operating margin per consolidated silver equivalent ounce $ 7.62
$ 7.13


~~(1)~~	~~See Non-GAAP Financial Performance Measures.~~


	Three months ended March 31,						Three Months Ended March 31,
In thousands	2018			2017			2019			2018
Cash flow before changes in operating assets and liabilities	$	33,440		$	43,290		$	21,466		$	33,440
Changes in operating assets and liabilities:
Receivables	(1,691		)	5,680			(5,735		)	(1,691		)
Prepaid expenses and other	(5,635		)	(4,906		)	(2,684		)	(5,635		)
Inventories	(8,708		)	15,171			(18,821		)	(8,708		)
Accounts payable and accrued liabilities	(1,865		)	(15,299		)	(6,072		)	(1,865		)
Cash provided by continuing operating activities	$	15,541		$	43,936
Cash provided by (used in) continuing operating activities							$	(11,846	)	$	15,541

Cash provided by (used in) operating activities decreased ~~$28.4~~$27.4 million ~~for~~in the three months ended March 31, ~~2018~~2019, in line with the Company’s expectations, compared to the three months ended March 31, ~~2017~~2018, primarily due to lower sales of gold and silver ~~equivalent ounces sold, higher costs applicable to sales per consolidated silver equivalent ounce~~(2% and ~~unfavorable working capital adjustments, partially offset~~17%, respectively). In addition, cash provided by ~~higher average realized prices. Metal sales~~(used in) operating activities was impacted by lower than anticipated production at Silvertip that resulted in a $15.4 million write-down of metals inventory, as well as income and mining tax payments made by Coeur Mexicana in the first quarter of 2019 and timing of VAT collections. Revenue for the three months ended March 31, ~~2018~~2019 decreased ~~$22.3~~$8.4 million, ~~with $32.8~~of which $6.1 million was due to lower ~~silver equivalent ounces sold, partially offset by $10.5~~average realized prices and $2.3 million was due to higher average realized prices. The $17.9 million working capital increase in the three months ended March 31, 2018 was primarily due to an increase in inventories and prepaid assets and the timing on the collectionlower volume of accounts receivable and VAT refunds, compared to the $0.6 million working capital decrease in the three months ended March 31, 2017, which was primarily due to a reduction of inventories carried over from the fourth quarter of 2016 and the collection of accounts receivable, partially offset by the timing of payments.sales.

Cash ~~Provided by (Used in)~~Used in Investing Activities from Continuing Operations

Net cash used in investing activities in the three months ended March 31, ~~2018~~2019 was ~~$41.1~~$23.7 million compared to net cash ~~provided by~~used in investing activities of ~~$0.4~~$41.1 million in the three months ended March 31, ~~2017,~~2018. Cash used in investing activities decreased primarily due to pre-production capital ~~expenditures~~spending at Silvertip ~~and the proceeds from the sale of the Joaquin project~~ in ~~the first quarter of 2017.~~2018. The Company had capital expenditures of $27.4 million in the three months ended March 31, 2019 compared with $42.3 million in the three months ended March 31, ~~2018 compared with $23.6 million~~2018. Capital expenditures in the three months ended March 31, ~~2017.~~2019 were primarily related to underground development at Silvertip, Palmarejo, and Kensington, a new 220-person camp at Silvertip and the HPGR unit at Rochester. Capital expenditures in the three months ended March 31, 2018 were primarily related to ~~general~~ pre-production capital spending at Silvertip and underground development at Silvertip, Palmarejo, and Kensington. ~~Capital expenditures in the three months ended March 31, 2017 were primarily related to underground development at Palmarejo and Kensington, and the Stage IV leach pad expansion at Rochester.~~

Cash ~~Used in~~Provided by (Used in) Financing Activities from Continuing Operations

Net cash used in financing activities in the three months ended March 31, ~~2018 was $8.1~~2019 increased to $10.7 million compared to ~~$6.5~~net cash used in financing activities of $8.1 million in the three months ended March 31, ~~2017.~~2018 as a result of higher finance lease payments. During the three months ended March 31, 2019, the Company borrowed and repaid $15.0 million, from the RCF. During the three months ended March 31, 2018, the Company ~~drew~~borrowed $15.0 million from the ~~Facility~~RCF to repay ~~Silvertip’s~~a Silvertip-related debt obligation. ~~In addition, the Company had higher tax withholdings on vested stock-based compensation awards during the three months ended March 31, 2018.~~

Critical Accounting Policies and Accounting Developments

Please see Note 2 ~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~-- Summary of Significant Accounting Policies contained in the ~~Company’s Form~~

2018 10-K ~~for the year ended December 31, 2017 (the “2017 10-K”)~~and in Note 2 - Summary of Significant Accounting Policies contained in this Report for the Company’s critical accounting policies and estimates.

~~Revenue Recognition~~

On January 1, 2018, the Company adopted the updated revenue guidance applicable under ASC 606 - Revenue from Contracts with Customers. The new guidance creates a five-step framework to determine revenue recognition:


1.	~~Identify the contract with the customer~~


2.	~~Identify the performance obligations~~


3.	~~Determine the transaction price~~


4.	~~Allocate the transaction price to the performance obligations~~


5.	~~Recognize revenue when (or as) the entity satisfies a performance obligation~~

The Company produces doré and concentrate that is shipped to third-party refiners and smelters, respectively, for processing. The Company enters into contracts to sell its metal to various third-party customers which may include the refiners and smelters that process the doré and concentrate. The Company’s performance obligation in these transactions is generally the transfer of metal to the customer.

In the case of doré shipments, the company generally sells refined metal at market prices agreed upon by both parties. The Company also has the right, but not the obligation, to sell a portion of the anticipated refined metal in advance of being fully refined. When the Company sells refined metal or advanced metal, the performance obligation is satisfied when the metal is delivered to the customer. ~~Revenue~~ ~~and~~ ~~Costs Applicable to Sales~~ ~~are recorded on a gross basis under these contracts at the time the performance obligation is satisfied.~~

Under the Company’s concentrate sales contracts with third-party smelters, metal prices are set on a specified future quotational period, typically one to three months, after the shipment date based on market prices. When the Company sells gold concentrate to the third-party smelters, the performance obligation is satisfied when the concentrate is loaded onto the third-party shipping vessel. The contracts, in general, provide for provisional payment based upon provisional assays and historical metal prices. Final settlement is based on the applicable price for the specified future quotational period and generally occurs three to six months after shipment. The Company’s provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting and is adjusted to fair value through revenue each period until the date of final metal settlement.

The Company also sells concentrate under off-take agreements to third-party customers that are responsible for arranging the smelting of the concentrate. Prices are can either be fixed or based on a quotational period. The quotational period varies by contract, but is generally a one-month period following the shipment of the concentrate. The performance obligation is satisfied when the concentrate is loaded onto the third-party shipping vessel. The off-take agreement allows for the Company to sell concentrate in advance of shipment and results in the customer taking ownership of the concentrate prior to shipment.

The Company’s streaming agreement with a subsidiary of Franco-Nevada commenced in 2016 with a $20.0 million deposit paid by Franco-Nevada in exchange for the right and obligation to purchase 50% of a portion of Palmarejo gold production at the lesser of $800 or market price per ounce. Because there is no minimum obligation associated with this deposit, it is not considered financing, and each shipment is considered to be a separate performance obligation. The streaming 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.

Other Liquidity Matters

We believe that our liquidity and capital resources ~~from~~in the U.S. ~~operations~~ 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 future cash interest payments and/or amounts due at maturity or upon redemption, from time to time we may 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 regularly engage in conversations with our bondholders and 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 such transactions may occur at a substantial discount to the debt securities’ face amount.

On April 30, 2019, the Company and Bank of America, N.A., as administrative agent for the RCF lenders, entered into the Amendment. Among other items, the Amendment (1) modifies the financial covenants to (A) provide greater flexibility under the consolidated net leverage ratio requirement through the September 30, 2019 test date, with the ratio returning to the original level as outlined in the RCF starting with the December 31, 2019 test date, and (B) include an additional financial covenant tied to senior secured leverage and (2) increases the interest rate on borrowings under the RCF by 0.75% during periods of elevated consolidated net leverage.

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 of our continuing operations in the tables below. For additional information regarding our discontinued operations, see Note 2118 -- to the Condensed Consolidated Financial Statements. 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 ~~are~~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 ~~table below:~~following table:


	Three months ended March 31,						Three Months Ended March 31,
In thousands except per share amounts	2018			2017			2019			2018
Net income (loss)	$	1,241		$	18,663		$	(19,201	)	$	1,241
(Income) loss from discontinued operations, net of tax	(550		)	(364		)	(5,693		)	(550		)
Fair value adjustments, net	(4,987		)	1,200			(9,120		)	(4,654		)
Impairment of equity and debt securities	—			121
Gain on sale of Joaquin project	—			(21,138		)
(Gain) loss on sale of assets and securities	574			2,066			(52		)	241
Transaction costs	90			—
Interest income on notes receivables							(180		)	(248		)
Silvertip start-up write-down							15,447			—
Foreign exchange loss (gain)	4,312			4,411			1,256			4,312
Tax effect of adjustments⁽¹⁾	—			1,807			(5,415		)	—
Adjusted net income (loss)	$	680		$	6,766		$	(22,958	)	$	342

Adjusted net income (loss) per share - Basic	$	0.00		$	0.04		$	(0.11	)	$	0.00
Adjusted net income (loss) per share - Diluted	$	0.00		$	0.04		$	(0.11	)	$	0.00


(1)	For the three months ended March 31, ~~2017,~~2019, tax effect of adjustments of ~~$1.8~~$5.4 million ~~(14%~~(-89%) is primarily related to ~~a taxable gain on~~ the ~~sale~~write-down of ~~assets and the tax valuation allowance impact from an asset write-down, partially offset by tax benefit from fair value adjustments.~~Silvertip start-up costs.

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 2024 Senior Notes Indenture and the ~~Facility~~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 ~~table below:~~following table:


	Three months ended March 31,						Three Months Ended March 31,
In thousands except per share amounts	2018			2017			2019			2018
Net income (loss)	$	1,241		$	18,663		$	(19,201	)	$	1,241
(Income) loss from discontinued operations, net of tax	(550		)	(364		)	(5,693		)	(550		)
Interest expense, net of capitalized interest	5,965			3,579			6,454			5,965
Income tax provision (benefit)	11,949			10,878			(8,658		)	11,949
Amortization	30,777			38,693			41,876			30,777
EBITDA	49,382			71,449			14,778			49,382
Fair value adjustments, net	(4,987		)	1,200			(9,120		)	(4,654		)
Impairment of equity and debt securities	—			121
Foreign exchange (gain) loss	670			(1,206		)	665			670
Gain on sale of Joaquin project	—			(21,138		)
(Gain) loss on sale of assets and securities	574			2,066			(52		)	241
Transaction costs	90			—
Interest income on notes receivables							(180		)	(248		)
Silvertip start-up write-down							15,447			—
Asset retirement obligation accretion	2,669			2,116			2,943			2,669
Inventory adjustments and write-downs	1,126			(94		)	1,623			1,126
Adjusted EBITDA	$	49,524		$	54,514		$	26,104		$	49,186

Costs Applicable to Sales ~~and All-in Sustaining Costs~~

Management uses ~~Costs applicable to sales~~ ~~(“CAS”) and~~ ~~All-in sustaining costs~~ ~~(“AISC”)~~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, silver, zinc and ~~gold,~~lead, 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 ~~converting the benefit from selling~~that allocating CAS to gold, ~~into~~ silver, ~~equivalent ounces~~zinc and lead based on gold, silver, zinc and lead 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 ~~and AISC~~ differently as a result of reflecting the benefit from selling non-silver metals as a by-product credit, ~~rather than~~ converting to silver equivalent ounces, ~~differences in the determination of sustaining capital expenditures,~~ and differences in underlying accounting principles and accounting frameworks such as in International Financial Reporting Standards.

Three Months Ended March 31, 2019



In thousands except per ounce or per pound amounts	Palmarejo			Rochester			Kensington			Wharf			Silvertip			Total
Costs applicable to sales, including amortization (U.S. GAAP)	$	47,772		$	26,491		$	43,902		$	20,073		$	34,811		$	173,049
Amortization	(14,528		)	(4,037		)	(11,727		)	(2,681		)	(8,426		)	(41,399		)
Costs applicable to sales	$	33,244		$	22,454		$	32,175		$	17,392		$	26,385		$	131,650

Metal Sales
Gold ounces	27,394			8,511			31,335			18,086						85,326
Silver ounces	1,405,409			1,000,453						14,052			215,101			2,635,015
Zinc pounds													4,723,069			4,723,069
Lead pounds													2,747,847			2,747,847

Costs applicable to sales
Gold ($/oz)	$	716		$	1,108		$	1,027		$	950
Silver ($/oz)	$	9.70		$	13.02								$	33.12
Zinc ($/lb)													$	2.85
Lead ($/lb)													$	2.11

Three Months Ended March 31, 2018

Silver Gold Total
In thousands except per ounce amounts Palmarejo Rochester Total Kensington Wharf Total
Costs applicable to sales, including amortization (U.S. GAAP) $ 47,421

$ 29,136
$ 76,557
$ 35,347
$ 17,966
$ 53,313
$ 129,870
Amortization 16,325
4,831
21,156
6,717
2,657
9,374
30,530
Costs applicable to sales $ 31,096
$ 24,305
$ 55,401
$ 28,630
$ 15,309
$ 43,939
$ 99,340
Silver equivalent ounces sold 3,883,983
1,789,007
5,672,990
8,390,090
Gold equivalent ounces sold 27,763
17,522
45,285

Costs applicable to sales per ounce $ 8.01

$ 13.59
$ 9.77
$ 1,031
$ 874
$ 970
$ 11.84

Costs applicable to sales per average spot ounce $ 6.94
$ 12.13
$ 8.55

$ 9.87

Costs applicable to sales $ 99,340
Treatment and refining costs 1,195
Sustaining capital⁽¹⁾
23,389
General and administrative 8,804
Exploration 6,683
Reclamation 4,532
Project/pre-development costs 1,421
All-in sustaining costs $ 145,364
Silver equivalent ounces sold 5,672,990
Kensington and Wharf silver equivalent ounces sold 2,717,100
Consolidated silver equivalent ounces sold 8,390,090
All-in sustaining costs per silver equivalent ounce $ 17.33

Consolidated silver equivalent ounces sold (average spot) 10,066,759
All-in sustaining costs per average spot silver equivalent ounce $ 14.44



In thousands except per ounce or per pound amounts	Palmarejo			Rochester			Kensington			Wharf			Silvertip		Total
Costs applicable to sales, including amortization (U.S. GAAP)	$	47,420		$	29,136		$	35,347		$	17,966		$	—	$	129,869
Amortization	(16,325		)	(4,831		)	(6,717		)	(2,657		)	—		(30,530		)
Costs applicable to sales	$	31,095		$	24,305		$	28,630		$	15,309		$	—	$	99,339
Inventory Adjustments	8			(471		)	(591		)	(72		)	—		(1,126		)
By-product credit	—			—			—			(183		)	—		(183		)
Adjusted costs applicable to sales	$	31,103		$	23,834		$	28,039		$	15,054		$	—	$	98,030

Metal Sales
Gold ounces	30,888			11,163			27,763			17,339					87,153
Silver ounces	2,030,703			1,119,227						10,983			—		3,160,913
Zinc pounds													—		—
Lead pounds													—		—

Costs applicable to sales
Gold ($/oz)	$	519		$	947		$	1,010		$	868
Silver ($/oz)	$	7.43		$	11.85								$	—
Zinc ($/lb)													$	—
Lead ($/lb)													$	—


~~(1)~~	~~Excludes development capital for Jualin and Silvertip.~~

~~Three Months Ended March 31, 2017~~

Silver Gold
In thousands except per ounce amounts Palmarejo Rochester Endeavor Total Kensington Wharf Total Total
Costs applicable to sales, including amortization (U.S. GAAP) $ 63,151
$ 32,255
$ 400
$ 95,806
$ 37,621
$ 19,431
$ 57,052
$ 152,858
Amortization 20,150
5,816
113
26,079
9,178
3,111
12,289
38,368
Costs applicable to sales $ 43,001
$ 26,439
$ 287
$ 69,727
$ 28,443
$ 16,320
$ 44,763
$ 114,490
Silver equivalent ounces sold 4,427,346
2,104,209
39,765
6,571,320
9,978,120
Gold equivalent ounces sold 32,144
24,636
56,780

Costs applicable to sales per ounce $ 9.71

$ 12.56

$ 7.22

$ 10.61
$ 885

$ 662

$ 788
$ 11.47

Costs applicable to sales per average spot ounce $ 8.89
$ 11.80

$ 9.80
$ 10.33

Costs applicable to sales $ 114,490
Treatment and refining costs 1,616
Sustaining capital⁽¹⁾
11,191
General and administrative 10,125
Exploration 5,252
Reclamation 3,338
Project/pre-development costs 1,419
All-in sustaining costs $ 147,431
Silver equivalent ounces sold 6,571,320
Kensington and Wharf silver equivalent ounces sold 3,406,800
Consolidated silver equivalent ounces sold 9,978,120
All-in sustaining costs per silver equivalent ounce $ 14.77

Consolidated silver equivalent ounces sold (average spot) 11,093,378
All-in sustaining costs per average spot silver equivalent ounce $ 13.29


~~(1)~~	~~Excludes development capital for Jualin, Independencia, Guadalupe South Portal and Rochester expansion permitting.~~

~~The table below includes the Company’s mineralized material at December 31, 2017.~~

Mineralized Material at December 31, 2017^(1)(2)(3)(4)
Tons (000s) Silver Grade (oz./ton) Gold Grade (oz./ton) Lead Grade (percent) Zinc Grade (percent)
Palmarejo Mine, Mexico⁽⁵⁾
8,074
3.35
0.046
—
—
San Bartolomé Mine, Bolivia⁽⁶⁾
4,087
3.42
—
—
—
Kensington Mine, USA⁽⁷⁾
2,878
—
0.271
—
—
Wharf Mine, USA⁽⁸⁾
7,710
—
0.023
—
—
Rochester Mine, USA⁽⁹⁾
179,885
0.36
0.002
—
—
Silvertip Mine, Canada⁽¹⁰⁾
2,589
10.26
—
6.74
9.41
La Preciosa Project, Mexico⁽¹¹⁾
28,677
3.67
0.006
—
—
Total Mineralized Material 233,900


~~(1)~~	Assumed metal prices for estimated 2017 mineralized material were $20.00 per ounce of silver, $1,400 per ounce of gold, $1.15 per pound zinc, and $1.00 per pound lead. 2017 mineralized material effective December 31, 2017.


~~(2)~~	~~Estimated with mining cost parameters and initial metallurgical test results.~~


~~(3)~~	~~Mineralized material estimates were completed by company technical staff, except for La Preciosa which was completed by an external consultant supervised by technical company staff.~~

~~(4)~~

Estimated using 3-dimensional geologic modeling and geostatistical evaluation of the exploration drill data. Mineralized material is reported exclusive of reserves. “Mineralized material” as used in this Quarterly Report on Form 10-Q, although permissible under Guide 7, does not indicate “reserves” by SEC standards. There is no certainty that any part of the reported mineralized material will ever be confirmed or converted into Guide 7 compliant “reserves”.


~~(5)~~	~~Cutoff grades for mineralized material is 2.49 g/tonne AuEq.~~


~~(6)~~	~~Cutoff grades for mineralized material is 95 g/tonne.~~


~~(7)~~	~~The cutoff grade for mineralized material is 0.13 oz/ton Au.~~


~~(8)~~	~~The cutoff grade for mineralized material is 0.009 oz/ton Au.~~


~~(9)~~	~~The cutoff grade for mineralized material is 0.46 oz/ton AgEq.~~


~~(10)~~	~~The cutoff grade for mineralized material is 200 g/tonne AgEq.~~


~~(11)~~	~~The cutoff grade for mineralized material is 121.71 g/ton AgEq for underground, and 71.86 g/t for surface mining.~~

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, silver, zinc and lead mining business, including statements regarding ~~mineralized material estimates,~~operations at the Company’s mines, exploration ~~efforts, drilling,~~and development ~~at Kensington, Palmarejo and Silvertip,~~efforts, estimated production, costs, capital expenditures, contingent payments for the Silvertip ~~acquisition, expenses, metals prices,~~Acquisition, sufficiency of assets, ability to discharge liabilities, liquidity management, financing needs, environmental compliance expenditures, and risk management strategies, operational excellence, cost reduction initiatives, capital discipline, and initiatives to maximize net cash flow, enhance revenues, reduce operating and non-operating costs, and manage working capital efficiently.strategies. 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 the “Risk Factors” section of the ~~2017~~2018 10-K, the ~~risk factors~~risks set forth ~~below under Item 1A and~~ in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, , (ii) ~~the risk that the ramp up of production at Silvertip will be delayed, (iii)~~ 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), ~~(iv)~~(iii) changes in the market prices of gold, silver, zinc and lead and a sustained lower price environment, ~~(v)~~(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), ground conditions and grade variability, ~~(vi)~~(v) any future labor disputes or work stoppages (involving the Company and its subsidiaries or third parties), ~~(vii)~~(vi) the uncertainties inherent in the estimation of gold, silver, zinc and lead reserves and mineralized material, ~~(viii)~~(vii) changes that could result from the Company’s future acquisition of new mining properties or businesses, ~~(ix)~~(viii) the loss of access to any third-party smelter to whom the Company markets silver and gold, ~~(x)~~(ix) the effects of environmental and other governmental regulations, ~~(xi)~~(x) the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries, and ~~(xii)~~(xi) 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 1113 -- Derivative Financial Instruments in the notes to the ~~condensed consolidated financial statements.~~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, Silver, Zinc and Lead Prices

Gold, silver, zinc, and lead 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, silver, zinc, and lead.

Gold, Silver, Zinc and Lead Hedging

To mitigate the risks associated with gold, silver, zinc and lead price fluctuations, the Company may enter into option contracts to hedge future production. The Company had outstanding Asian put and call option contracts in net-zero-cost collar contracts on zinc at December 31, 2018 that settled in January 2019. The Company had no outstanding gold, silver, zinc or lead hedges at March 31, 2018. The weighted average strike prices on the put and call contracts are $3,000 and $4,050 per metric ton, respectively. The contracts are generally net cash settled and, if the price of zinc at the time of the expiration is between the put and call prices, would expire at no cost to the Company. At March 31, 2018, the fair market value of the put and call zero cost collar contracts was a net asset of $0.1 million. During the three months ended March 31, 2018, the Company had recorded unrealized gains of $0.1 million related to outstanding options which were included in ~~Fair value adjustments, net~~.2019.

Provisional ~~Silver~~Gold and ~~Gold~~Silver 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. Changes in gold, silver, zinc and ~~gold~~lead prices resulted in provisional pricing mark-to-market gains of $0.3 million ~~and $1.2 million~~ in the three months ended March 31, ~~2018~~2019 and ~~2017, respectively.~~2018.

At March 31, ~~2018,~~2019, the Company had outstanding provisionally priced sales of ~~49,853 ounces of silver and 45,051~~8,178 ounces of gold at ~~prices~~an average price of ~~$16.66~~$1,303, 0.4 million ounces of silver at an average price of $15.11, 9.1 million pounds of zinc at an average price of $1.27 and ~~$1,317, respectively.~~4.6 million pounds of lead at an average price of $0.91. A 10% change in realized gold, silver, ~~price would result in a de minimis change in revenue~~zinc and ~~a 10% change in realized gold price~~lead prices would cause revenue to vary by ~~$5.9~~$3.2 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 exchange forward and/or option contracts when the Company believes such contracts would be beneficial. The Company had no outstanding foreign exchange contracts at March 31, ~~2018.~~2019.

Interest Rates

Interest Rate Hedging

We may use financial instruments to manage exposures to changes in interest rates on loans, which exposes us 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 us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, it does not pose credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with what we believe 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 outstanding interest rate swaps whereby the Company receives a variable rate in exchange for a floating rate at March 31, 2019 with a contractual term through June 2019 and December 31, 2019. A 10% change in the 1-month LIBOR would cause Fair value adjustments, net to vary by $0.1 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)	Management’s Report on Internal Control Over Financial Reporting

Based on an evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded

that there was no change in the Company’s internal control over financial reporting during the three months ended ~~three months ended~~ March 31, ~~2018~~2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

Item 1. Legal Proceedings

~~For a discussion of legal proceedings, see~~See Note 2017 -- Commitments and Contingencies in the notes to the Consolidated Financial Statements included herein.

Item 1A. Risk Factors

Item 1A -- Risk Factors of the ~~2017~~2018 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 this Form 10-Q. Except as supplemented and updated below, the risk factors set forth in the 2017 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.

~~The Company’s business depends on good relations with, and the retention and hiring of, employees.~~

The Company may experience labor disputes, work stoppages or other disruptions in production that could adversely affect its business and results of operations. Labor disruptions may be used to advocate labor, political or social goals, particularly at non-U.S. mines. For example, labor disruptions may occur in sympathy with strikes or labor unrest in other sectors of local economies. During the past several years, two of the Company’s mines have experienced work stoppages, each of which was resolved within a short period of time and had no material effect on results of operations or financial condition. The Company cannot assure that work stoppages or other disruptions will not occur in the future. Any such work stoppage or disruption could expose the Company to significant costs and have a material adverse effect on its business, results of operations or financial condition. At March 31, 2018, none of the Company’s global workforce was represented by unions.

We compete with other mining companies to attract and retain key executives, skilled labor, contractors and other employees. We may be unable to continue to attract and retain skilled and experienced employees, which could have an adverse effect on our competitive position or adversely impact our results of operations or financial condition.

~~Continuation of the Company’s mining operations is dependent on the availability of sufficient and affordable water supplies.~~

The Company’s mining operations require significant quantities of water for mining, ore processing and related support facilities. In particular, the Company’s properties in Mexico are in areas where water is scarce and competition among users for continuing access to water is significant. Continuous production and mine development is dependent on the Company’s ability to acquire and maintain water rights and claims and to defeat claims adverse to current water uses in legal proceedings. Although each of the Company’s operating mines currently has sufficient water rights and claims to cover its operational demands, the Company cannot predict the potential outcome of pending or future legal proceedings relating to water rights, claims and uses.

Water shortages may also result from weather or environmental and climate impacts out of the Company’s control. Shortages in water supply could result in production and processing interruptions. In addition, the scarcity of water in certain regions could result in increased costs to obtain sufficient quantities of water to conduct the Company’s operations. The loss of some or all water rights, in whole or in part, or ongoing shortages of water to which we have rights or significantly higher costs to obtain sufficient quantities of water (or the failure to procure sufficient quantities of water) could result in the Company’s inability to maintain production at current or expected levels, require the Company to curtail or shut down mining production and could prevent the Company from pursuing expansion or development opportunities, which could adversely affect the Company’s results of operations and financial condition. Laws and regulations may be introduced in some jurisdictions in which the Company operates which could also limit access to sufficient water resources, thus adversely affecting the Company’s operations.

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

~~None.~~On April 30, 2019, the Company and Bank of America, N.A., as administrative agent for the RCF lenders, entered into the Amendment. Among other items, the Amendment (1) modifies the financial covenants to (A) provide greater flexibility under the consolidated net leverage ratio requirement through the September 30, 2019 test date, with the ratio returning to the original level as outlined in the RCF starting with the December 31, 2019 test date, and (B) include an additional financial covenant tied to senior secured leverage and (2) increases the interest rate on borrowings under the RCF by 0.75% during periods of elevated consolidated net leverage. The foregoing description is a summary only and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit 10.2 to this Report and is incorporated by reference into this Item 5.

Item 6. Exhibits



3.1	Amended and Restated Bylaws effective March 8, 2019 (incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K on March 11, 2019 (File No. 001-08641)).
10.1	~~Amendment to Share Purchase~~Letter Agreement, dated February ~~16, 2018,~~28, 2019 by and among Coeur Mining, Inc., a Delaware corporation, Coeur South America Corp., a Delaware corporation, Coeur Explorations, Inc., an Idaho corporation, Empresa Minera Manquiri S.A., a Bolivian sociedad anónima, and Ag-Mining Investments, AB (formerly NewCo 4714 Sweden AB under change of name to Argentum Investment AB)~~. (Incorporated~~ (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K ~~filed~~ on ~~February 16, 2018~~March 1, 2019 (File No. 001-08641)).
10.2	Second Amendment to Credit Agreement, dated April 30, 2019, 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**

* Management contract or compensatory plan or arrangement.

** The following financial information from Coeur Mining, Inc.'s ~~Annual~~Quarterly Report on Form 10-Q for the ~~three months~~quarter ended March 31, ~~2018,~~2019, formatted in XBRL (Extensible Business Reporting Language): Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Cash Flows, Consolidated Balance Sheets, 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	~~April 25, 2018~~May 1, 2019	/s/ Mitchell J. Krebs
		MITCHELL J. KREBS
		President and Chief Executive Officer (Principal Executive Officer)

Dated	~~April 25, 2018~~May 1, 2019	/s/ ~~Peter C. Mitchell~~Thomas S. Whelan
		~~PETER C. MITCHELL~~THOMAS S. WHELAN
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Dated	~~April 25, 2018~~May 1, 2019	/s/ Ken Watkinson
		KEN WATKINSON
		Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)

4744



		March 31, 2018 (unaudited)			December 31, 2017
ASSETS	Notes	In thousands, except share data
CURRENT ASSETS
Cash and cash equivalents		$	159,643		$	192,032
Receivables	14	35,864			19,069
Inventory	15	61,723			58,230
Ore on leach pads	15	75,584			73,752
Prepaid expenses and other		18,203			15,053
Assets held for sale	21	—			91,421
		351,017			449,557
NON-CURRENT ASSETS
Property, plant and equipment, net	16	266,157			254,737
Mining properties, net	17	843,821			829,569
Ore on leach pads	15	67,430			65,393
Restricted assets	13	22,116			20,847
Equity and debt securities	13	37,317			34,837
Receivables	14	55,428			28,750
Other		18,649			17,485
TOTAL ASSETS		$	1,661,935		$	1,701,175
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	44,864		$	48,592
Accrued liabilities and other	22	105,149			94,930
Debt	18	17,040			30,753
Reclamation	4	3,777			3,777
Liabilities held for sale	21	—			50,677
		170,830			228,729
NON-CURRENT LIABILITIES
Debt	18	396,984			380,569
Reclamation	4	119,154			117,055
Deferred tax liabilities		105,224			105,148
Other long-term liabilities		55,432			54,697
		676,794			657,469
STOCKHOLDERS’ EQUITY
Common stock, par value $0.01 per share; authorized 300,000,000 shares, 186,176,237 issued and outstanding at March 31, 2018 and 185,637,724 at December 31, 2017		1,862			1,856
Additional paid-in capital		3,355,710			3,357,345
Accumulated other comprehensive income (loss)		(363		)	2,519
Accumulated deficit		(2,542,898		)	(2,546,743		)
		814,311			814,977
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,661,935		$	1,701,175



Three months ended March 31, 2017	Palmarejo			Rochester			Kensington			Wharf			Other			Total
Revenue
Metal sales	$	77,704		$	38,979		$	37,964		$	30,251		$	656		$	185,554
Costs and Expenses
Costs applicable to sales⁽¹⁾	43,001			26,439			28,443			16,320			287			114,490
Amortization	20,150			5,816			9,178			3,111			438			38,693
Exploration	1,631			144			839			—			2,638			5,252
Other operating expenses	301			810			345			619			11,887			13,962
Other income (expense)
Fair value adjustments, net	—			(1,200		)	—			—			—			(1,200		)
Interest expense, net	(125		)	(117		)	(40		)	(19		)	(3,278		)	(3,579		)
Other, net	1,794			(32		)	(808		)	89			19,756			20,799
Income and mining tax (expense) benefit	(12,245		)	(498		)	—			(957		)	2,822			(10,878		)
Income (loss) from continuing operations	$	2,045		$	3,923		$	(1,689	)	$	9,314		$	4,706		$	18,299
Income (loss) from discontinued operations	$	—		$	—		$	—		$	—		$	364		$	364
Segment assets⁽²⁾	$	401,623		$	227,526		$	204,987		$	104,673		$	84,402		$	1,023,211
Capital expenditures	$	6,230		$	10,568		$	5,521		$	887		$	385		$	23,591



Award Type	Number of Exercised Units	Weighted Average Exercised Price		Number of Exercisable Units	Weighted Average Exercisable Price
Stock options	93,920	$	1.81	397,651	$	14.39
Stock appreciation rights	—	$	—	42,152	$	14.14



	Fair Value at March 31, 2018
In thousands	Total		Level 1		Level 2		Level 3
Assets:
Equity and debt securities	$	37,317	$	31,003	$	—	$	6,314
Other derivative instruments, net	552		—		552		—
	$	37,869	$	31,003	$	552	$	6,314
Liabilities:
Silvertip contingent consideration	$	48,289	$	—	$	—	$	48,289
Other derivative instruments, net	125		—		125		—
	$	48,414	$	—	$	125	$	48,289



	Fair Value at December 31, 2017
In thousands	Total		Level 1		Level 2		Level 3
Assets:
Equity and debt securities	$	34,837	$	27,946	$	—	$	6,891
Other derivative instruments, net	251		—		251		—
	$	35,088	$	27,946	$	251	$	6,891
Liabilities:
Silvertip contingent consideration	$	47,965	$	—	$	—	$	47,965
Other derivative instruments, net	222		—		222		—
	$	48,187	$	—	$	222	$	47,965



Common shares issued (4,191,679 at $8.59)	$	36,007
Cash	153,194
Contingent consideration	47,705
Total purchase price⁽¹⁾	$	236,906
Assets:
Receivables and other assets	$	6,828
Property, plant, and equipment	29,943
Mining properties, net	288,464
	325,235
Liabilities:
Accounts payable and accrued liabilities	13,077
Asset retirement obligation	6,982
Debt and capital lease	20,149
Deferred income taxes	48,121
	88,329
Net assets acquired	$	236,906



	At March 31, 2018
In thousands	Cost		Gross Unrealized Losses			Gross Unrealized Gains		Estimated Fair Value
Equity Securities
Metalla Royalty & Streaming Ltd.	$	6,294	$	—		$	2,837	$	9,131
Corvus Gold Inc.	3,582		—			6,844		10,426
Almaden Minerals, Ltd.	2,067		(727		)	—		1,340
Northern Empire Resources Corp.	4,489		—			2,999		7,488
Rockhaven Resources, Ltd.	2,064		(596		)	—		1,468
Other	1,190		(155		)	115		1,150
Equity securities	$	19,686	$	(1,478	)	$	12,795	$	31,003

Debt Securities
Metalla Royalty & Streaming Ltd.	$	6,677	$	(363	)	$	—	$	6,314

Equity and debt securities	$	26,363	$	(1,841	)	$	12,795	$	37,317



	At December 31, 2017
In thousands	Cost		Gross Unrealized Losses			Gross Unrealized Gains		Estimated Fair Value
Equity Securities
Metalla Royalty & Streaming Ltd.	$	6,294	$	—		$	1,354	$	7,648
Corvus Gold Inc.	3,582		—			4,518		8,100
Almaden Minerals, Ltd.	3,125		(235		)	—		2,890
Northern Empire Resources Corp.	4,489		—			1,077		5,566
Rockhaven Resources, Ltd.	2,064		(193		)	—		1,871
Kootenay Silver, Inc.	738		—			1		739
Other	1,479		(453		)	405		1,431
Equity securities	$	21,771	$	(881	)	$	7,355	$	28,245

Debt Securities
Metalla Royalty & Streaming Ltd.	$	6,677	$	(85	)	$	—	$	6,592

Equity and debt securities	$	28,448	$	(966	)	$	7,355	$	34,837



	Silver						Gold						Total
In thousands except per ounce amounts	Palmarejo		Rochester		Total		Kensington		Wharf		Total
Costs applicable to sales, including amortization (U.S. GAAP)	$	47,421	$	29,136	$	76,557	$	35,347	$	17,966	$	53,313	$	129,870
Amortization	16,325		4,831		21,156		6,717		2,657		9,374		30,530
Costs applicable to sales	$	31,096	$	24,305	$	55,401	$	28,630	$	15,309	$	43,939	$	99,340
Silver equivalent ounces sold	3,883,983		1,789,007		5,672,990								8,390,090
Gold equivalent ounces sold							27,763		17,522		45,285
Costs applicable to sales per ounce	$	8.01	$	13.59	$	9.77	$	1,031	$	874	$	970	$	11.84

Costs applicable to sales per average spot ounce	$	6.94	$	12.13	$	8.55							$	9.87

Costs applicable to sales													$	99,340
Treatment and refining costs													1,195
Sustaining capital⁽¹⁾													23,389
General and administrative													8,804
Exploration													6,683
Reclamation													4,532
Project/pre-development costs													1,421
All-in sustaining costs													$	145,364
Silver equivalent ounces sold													5,672,990
Kensington and Wharf silver equivalent ounces sold													2,717,100
Consolidated silver equivalent ounces sold													8,390,090
All-in sustaining costs per silver equivalent ounce													$	17.33

Consolidated silver equivalent ounces sold (average spot)													10,066,759
All-in sustaining costs per average spot silver equivalent ounce													$	14.44



	Mineralized Material at December 31, 2017^(1)(2)(3)(4)
	Tons (000s)	Silver Grade (oz./ton)	Gold Grade (oz./ton)	Lead Grade (percent)	Zinc Grade (percent)
Palmarejo Mine, Mexico⁽⁵⁾	8,074	3.35	0.046	—	—
San Bartolomé Mine, Bolivia⁽⁶⁾	4,087	3.42	—	—	—
Kensington Mine, USA⁽⁷⁾	2,878	—	0.271	—	—
Wharf Mine, USA⁽⁸⁾	7,710	—	0.023	—	—
Rochester Mine, USA⁽⁹⁾	179,885	0.36	0.002	—	—
Silvertip Mine, Canada⁽¹⁰⁾	2,589	10.26	—	6.74	9.41
La Preciosa Project, Mexico⁽¹¹⁾	28,677	3.67	0.006	—	—
Total Mineralized Material	233,900