SEC Comment Letter for Coeur Mining, Inc. (CDE) (CIK 0000215466) (CDE) — Oct 25, 2016
Coeur Mining, Inc. (CDE) (CIK 0000215466)
Date: Oct. 25, 2016 · CIK: 0000215466 · Accession: 0000000000-16-098356
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 October 25 , 2016 Via Email Mr. Peter C. Mitchell Senior Vice President and Chief Financial Officer Coeur Mining, Inc. 104 S. Michigan Ave. Suite 900 Chicago IL 60603
Re: Coeur Mining, Inc. Form 10-K Filed February 10, 2016 File No. 1 -08641
Dear Mr. Mitchell:
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circum stances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the Year Ended December 31, 2015 Item 7. Management’s Discussion and Analysis of Financial Condit ion and Results of Operations Consolidated Financial Results 2015 Compared to 2014 Income and Mining Taxes, page 38
1. Your discussion on page 38 of MD&A indicates that your effective tax rate was 6.7% in 2015 as compared to an effective tax rate of 26.5% fo r 2014. Your discussion also indicates that the effective tax rate is impacted by recurring items such as foreign exchange rates on deferred tax balances, the impacts of mineral interest impairments, the full valuation allowance on the deferred tax assets in the United States and certain foreign jurisdictions, mining tax expense and uncertain tax position accruals. However, you provide no discussion or insight into the specific factors or circumstances that caused your effective tax rate to decline from 2 6.5% in 2014 to 6.7% in 2015. Please revise
Mr. Peter C. Mitchell Coeur Mining, Inc. October 25 , 2016 Page 2
future filings to provide a discussion of the specific facts or circumstances that resulted in this significant change in your effective tax rate. Please provide your proposed disclosure as part of your respons e.
Item 8. Financial Statements and Supplementary Data Notes to Consolidated Financial Statements Note 20 – Supplemental Guarantor Information, page 86
2. Your disclosure in Note 20 indicates that each of your subsidiary guarantors is 100% owned by Coeur an d the guarantees are full and unconditional. Please revise future filings to also disclose whether the guarantees are joint and several. Refer to the requirements outlined in Rule 3 -10(f) of Regulation S -X.
Quarterly Report on Form 10 -Q for the Quarter ended June 30, 2016 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Performance Measures, page 41
3. In your reconciliation of net income (loss) to the non -GAAP measure, adjusted net income (lo ss), you reflect a reconciling adjustment for the tax effect of adjustments. Please revise to explain how you calculated or determined the tax effect of adjustments. Refer to the guidance in Question 102.11 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disc losures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Linda Cvrkel, Staff Accountant at (202) 551 -3813 or me at (202) 551 - 3651 if you have questions regarding comments on the financial stat ements and re lated matters or for any other questions.
Sincerely,
/s/ Joel Parker
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Mail Stop 3561 October 25 , 2016 Via Email Mr. Peter C. Mitchell Senior Vice President and Chief Financial Officer Coeur Mining, Inc. 104 S. Michigan Ave. Suite 900 Chicago IL 60603 Re: Coeur Mining, Inc. Form 10-K Filed February 10, 2016 File No. 1 -08641 Dear Mr. Mitchell: We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circum stances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for the Year Ended December 31, 2015 Item 7. Management’s Discussion and Analysis of Financial Condit ion and Results of Operations Consolidated Financial Results 2015 Compared to 2014 Income and Mining Taxes, page 38 1. Your discussion on page 38 of MD&A indicates that your effective tax rate was 6.7% in 2015 as compared to an effective tax rate of 26.5% fo r 2014. Your discussion also indicates that the effective tax rate is impacted by recurring items such as foreign exchange rates on deferred tax balances, the impacts of mineral interest impairments, the full valuation allowance on the deferred tax assets in the United States and certain foreign jurisdictions, mining tax expense and uncertain tax position accruals. However, you provide no discussion or insight into the specific factors or circumstances that caused your effective tax rate to decline from 2 6.5% in 2014 to 6.7% in 2015. Please revise Mr. Peter C. Mitchell Coeur Mining, Inc. October 25 , 2016 Page 2 future filings to provide a discussion of the specific facts or circumstances that resulted in this significant change in your effective tax rate. Please provide your proposed disclosure as part of your respons e. Item 8. Financial Statements and Supplementary Data Notes to Consolidated Financial Statements Note 20 – Supplemental Guarantor Information, page 86 2. Your disclosure in Note 20 indicates that each of your subsidiary guarantors is 100% owned by Coeur an d the guarantees are full and unconditional. Please revise future filings to also disclose whether the guarantees are joint and several. Refer to the requirements outlined in Rule 3 -10(f) of Regulation S -X. Quarterly Report on Form 10 -Q for the Quarter ended June 30, 2016 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Performance Measures, page 41 3. In your reconciliation of net income (loss) to the non -GAAP measure, adjusted net income (lo ss), you reflect a reconciling adjustment for the tax effect of adjustments. Please revise to explain how you calculated or determined the tax effect of adjustments. Refer to the guidance in Question 102.11 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016. We remind you that the company and its management are responsible for the accuracy and adequacy of their disc losures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Linda Cvrkel, Staff Accountant at (202) 551 -3813 or me at (202) 551 - 3651 if you have questions regarding comments on the financial stat ements and re lated matters or for any other questions. Sincerely, /s/ Joel Parker Joel Parker Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining