SEC Company Response from Coeur Mining, (CDE) — Jun 11, 2025
Coeur Mining, Inc.
Date: June 11, 2025 · CIK: 0000215466 · Accession: 0001140361-25-022141
AI Filing Summary & Sentiment
File numbers found in text: 001-08641
Referenced dates: May 28, 2025
Letter
Office of Energy & Transportation Division of Corporation Finance Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Fiscal Quarter Ended March 31, 2025 Filed November 14, 2024 File No. 001-08641
Dear Mr. Pawar and Ms. O’Brien:
On behalf of Coeur Mining, Inc. (the “Company”) set forth below are responses to comments the staff (the “Staff”) of the Securities and Exchange Commission delivered by letter, dated May 28, 2025, with respect to the above referenced Form 10-K and Form 10-Q (the “Comment Letter”). The Company’s responses to the Staff’s comments are set forth below, with each paragraph numbered to correspond to the numbered comment in the Comment Letter.
Form 10-K for the Fiscal Year Ended December 31, 2024
Item 2. Properties, page 34
Comment #1:
Please revise subsequent filings to disclose the selected point of reference in which each of your mineral resources and mineral reserves are based, for example in situ, mill feed, saleable product, etc. as required by Item 1304(d)(1) of Regulation S-K.
Response #1:
The Company notes the Staff’s comment and respectfully confirms that it will revise its subsequent filings to disclose the selected point of reference as required by Item 1304(d)(1) of Regulation S-K.
Coeur Mining, Inc. | 200 South Wacker Drive, Suite 2100 | Chicago, IL 60606| 312.489.5800 | www.coeur.com
Comment #2:
Please revise subsequent filings to compare each properties’ mineral resources and reserves as of the end of the last fiscal year with the mineral resources and reserves as of the end of the preceding year, and explain any material change between the two, as required by Item 1304(e) of Regulation S-K. Please provide a draft of your proposed changes with your response.
Response #2:
In response to the Staff’s comment, we have included below proposed language demonstrating the type of disclosure that we would plan to add to the end of each property description in Item 2 of future Form 10-K filings.
Kensington
As of December 31, 2024 and 2023, Kensington reported 501 thousand and 411 thousand ounces of gold reserves, respectively. The year-over-year increase of approximately 22% was primarily due to additions through resource conversion, partially offset by depletion.
As of December 31, 2024 and 2023, Kensington reported 886 thousand and 819 thousand ounces of measured and indicated gold resources, respectively, and 228 thousand and 388 thousand ounces of inferred gold resources, respectively. The year-over-year increase of approximately 8% in measured and indicated gold resources was primarily due to conversion of inferred resources, while the approximately 41% decrease in inferred resources was primarily due to conversion to reserves.
Wharf
As of December 31, 2024 and 2023, Wharf reported 757 thousand and 763 thousand ounces of gold reserves, respectively. The year-over-year decrease of approximately 1% was primarily due to depletion partially offset by resource conversion.
As of December 31, 2024 and 2023, Wharf reported 1.019 million and 498 thousand ounces of measured and indicated gold resources, respectively, and 470 thousand and 149 thousand ounces of inferred gold resources, respectively. The year-over-year increases of approximately 105% in measured and indicated gold resources and 216% of inferred gold resources were both primarily driven by additions of resources near areas where mining previously occurred during periods of low gold prices.
Las Chispas
As of December 31, 2024, Las Chispas reported 357 thousand ounces of gold reserves and 33.5 million ounces of silver reserves. No comparison can be made to mineral reserves as of December 31, 2023 because the Company has not previously reported the 2023 reserves under Item 1300 of Regulation S-K. SilverCrest Metals Inc., which the Company acquired in February 2025, did previously disclose reserves for Las Chispas, but it did so in compliance with Canada’s National Instrument 43-101.
Coeur Mining, Inc. | 200 South Wacker Drive, Suite 2100 | Chicago, IL 60606| 312.489.5800 | www.coeur.com
As of December 31, 2024, Las Chispas reported 156 thousand ounces of gold measured and indicated resources and 14.4 million ounces of silver measured and indicated resources, as well as 144 thousand ounces of gold inferred resources and 10.1 million ounces of silver inferred resources. No comparison can be made to mineral resources as of December 31, 2023 because the Company has not previously reported the 2023 resources under Item 1300 of Regulation S-K. SilverCrest Metals Inc. did previously report the 2023 resources but it did so in compliance with Canada’s National Instrument 43-101.
Palmarejo
As of December 31, 2024 and 2023, Palmarejo reported 681 thousand and 769 thousand ounces of gold reserves, respectively, and 46.0 million and 51.0 million ounces of silver reserves, respectively. The year-over-year decrease of approximately 11% in gold reserves and approximately 10% in silver reserves were both primarily due to depletion.
As of December 31, 2024 and 2023, Palmarejo reported 1.423 million and 1.322 million ounces of measured and indicated gold resources, respectively, and 89.9 million and 85.6 million ounces of measured and indicated silver resources, respectively. The year-over-year increase of approximately 8% in gold measured and indicated resources and 5% in silver measured and indicate resources were each primarily driven by exploration growth and changes in cut-off grade. As of December 31, 2024 and 2023, Palmarejo reported 643 thousand and 381 thousand ounces of inferred gold ounces, respectively, and 34.7 million and 18.9 million ounces of silver inferred ounces, respectively. The year-over-year increases of approximately 69% in gold inferred ounces and 84% in silver inferred ounces were primarily due to exploration growth.
Rochester
As of December 31, 2024 and 2023, Rochester reported 1.298 million and 1.239 million ounces of gold reserves, respectively, and 191.0 million and 192.9 million silver reserves, respectively. The year-over-year increase of approximately 5% in gold reserves and decrease of approximately 1% in silver reserves were primarily due to mineral resource conversion offset by depletion and incorporation of the Lincoln Hill area, and its higher gold grades, into Rochester’s mineral reserve base.
As of December 31, 2024 and 2023, Rochester reported 260 thousand and 247 thousand ounces of measured and indicated gold resources, respectively, and 36.9 million and 42.8 million ounces of measured and indicated silver resources, respectively. The year-over-year increase of approximately 5% in gold measured and indicated resources and decrease of approximately 14% in silver measured and indicated resources were driven by conversion to reserves and change in cut-off grade. As of December 31, 2024 and 2023, Rochester reported 258 thousand and 267 thousand ounces of inferred gold ounces, respectively, and 41.8 million and 46.0 million ounces of silver inferred ounces, respectively. The year-over-year decrease of approximately 9% in gold inferred ounces and 3% in silver inferred ounces were due to conversion and incorporation of the Lincoln Hill area, and its higher gold grades, into Rochester’s mineral resource base.
Coeur Mining, Inc. | 200 South Wacker Drive, Suite 2100 | Chicago, IL 60606| 312.489.5800 | www.coeur.com
Silvertip
As of December 31, 2024 and 2023, there were no changes to mineral reserves or mineral resources for Silvertip.
Form 10-K for the Fiscal Year Ended December 31, 2024
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Performance Measures, page 57
Comment #3:
We note your reconciliation of Net income (loss) to Adjusted net income (loss) and to adjusted EBITDA. Please revise to clearly describe the nature and composition of the underlying adjustments in the “Other adjustments” reconciling line item for each year presented. Refer to Question 100.05 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
Response #3:
In response to the Staff’s comment, we have included below revised reconciliations of Net income (loss) to Adjusted Net Income (Loss) and EBITDA and Adjusted EBITDA by removing the line item titled “Other adjustments” and replacing it with additional lines describing such other adjustments. We will revise our reconciliation disclosure in future filings to include the nature and composition of the underlying adjustments and eliminate the “Other adjustments” reconciling line item.
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) is evaluated periodically and is based, in part, on a review of non-GAAP financial measures used by mining industry analysts. The tax effect of adjustments are based on statutory tax rates and the Company’s tax attributes, including the impact through the Company’s valuation allowance. The combined effective rate of tax adjustments may not be consistent with the statutory tax rates or the Company’s effective tax rate due to jurisdictional tax attributes and related valuation allowance impacts which may minimize the tax effect of certain adjustments and may not apply to gains and losses equally. Adjusted net income (loss) is reconciled to Net income (loss) in the following table:
Coeur Mining, Inc. | 200 South Wacker Drive, Suite 2100 | Chicago, IL 60606| 312.489.5800 | www.coeur.com
Year Ended December 31,
In thousands except per share amounts
Net income (loss)
$
58,900
$
(103,612
)
$
(78,107
)
Fair value adjustments, net
—
(3,384
)
66,668
Foreign exchange loss (gain)
(4,448
)
1,994
1,648
(Gain) loss on sale of assets and securities
4,250
25,197
(64,429
)
RMC bankruptcy distribution
(1,294
)
(1,516
)
(1,651
)
(Gain) loss on debt extinguishment
(417
)
(3,437
)
—
Transaction costs
8,517
—
—
Kensington royalty settlement
7,369
—
Mexico arbitration matter
3,612
2,803
1,142
Flow-through share premium
(5,563
)
(2,284
)
—
Legacy crusher disposal
—
4,013
—
COVID-19
1,739
Interest income
—
(187
)
(720
)
Tax effect of adjustments(1)
(820
)
1,785
(15,349
)
Adjusted net income (loss)
$
70,117
$
(78,048
)
$
(89,059
)
Adjusted net income (loss) per share, Basic
$
0.18
$
(0.23
)
$
(0.32
)
Adjusted net income (loss) per share, Diluted
$
0.18
$
(0.23
)
$
(0.32
)
(1) For the year ended December 31, 2024, tax effect of adjustments of $(0.8) million (-5%) is primarily related to the RMC bankruptcy distribution, and nonrecurring expenses at Palmarejo. For the year ended December 31, 2023, tax effect of adjustments of $1.8 million (8%) is primarily related to the loss on the sale of the La Preciosa Deferred Consideration. For the year ended December 31, 2022, tax effect of adjustments of $(15.3) million (-558%) is primarily related to the to the fair value adjustments on the Company’s equity investments and the derecognition of deferred tax liabilities related to the sale of La Preciosa and the Sterling/Crown exploration properties.
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 the basis of a measure used in the indenture governing the 2029 Senior Notes and the RCF to determine our ability to make certain payments and incur additional indebtedness. EBITDA and Adjusted EBITDA do not represent, and should not be considered an alternative to, Net income (Loss) or Cash Flow from Operations as determined under GAAP. Other companies may calculate Adjusted EBITDA differently and those calculations may not be comparable to our presentation. Adjusted EBITDA is reconciled to Net income (loss) in the following table:
Coeur Mining, Inc. | 200 South Wacker Drive, Suite 2100 | Chicago, IL 60606| 312.489.5800 | www.coeur.com
Year Ended December 31,
In thousands
Net income (loss)
$
58,900
$
(103,612
)
$
(78,107
)
Interest expense, net of capitalized interest
51,276
29,099
23,861
Income tax provision (benefit)
67,450
35,156
14,658
Amortization
124,974
99,822
111,626
EBITDA
302,600
60,465
72,038
Fair value adjustments, net
—
(3,384
)
66,668
Foreign exchange (gain) loss
(4,753
)
Asset retirement obligation accretion
16,778
16,405
14,232
Inventory adjustments and write-downs
8,042
43,188
49,085
(Gain) loss on sale of assets and securities
4,250
25,197
(64,429
)
RMC bankruptcy distribution
(1,294
Show Raw Text
CORRESP
1
filename1.htm
June 11, 2025
VIA EMAIL AND EDGAR
Ranjit Singh Pawar
Jennifer O’Brien
Office of Energy & Transportation
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-3628
Re:
Coeur Mining, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2024
Form 10-Q for the Fiscal Quarter Ended March 31, 2025
Filed November 14, 2024
File No. 001-08641
Dear Mr. Pawar and Ms. O’Brien:
On behalf of Coeur Mining, Inc. (the “Company”) set forth below are responses to comments the staff (the “Staff”) of the Securities and Exchange Commission delivered by letter, dated May 28, 2025, with respect to the above referenced
Form 10-K and Form 10-Q (the “Comment Letter”). The Company’s responses to the Staff’s comments are set forth below, with each paragraph numbered to correspond to the numbered comment in the Comment Letter.
Form 10-K for the Fiscal Year Ended December 31, 2024
Item 2. Properties, page 34
Comment #1:
Please revise subsequent filings to disclose the selected point of reference in which each of your mineral resources and mineral reserves are based, for example in situ, mill feed, saleable product,
etc. as required by Item 1304(d)(1) of Regulation S-K.
Response #1:
The Company notes the Staff’s comment and respectfully confirms that it will revise its subsequent filings to disclose the selected point of reference as required by Item 1304(d)(1) of Regulation S-K.
Coeur Mining, Inc. | 200 South Wacker Drive, Suite 2100 | Chicago, IL 60606| 312.489.5800 | www.coeur.com
Comment #2:
Please revise subsequent filings to compare each properties’ mineral resources and reserves as of the end of the last fiscal year with the mineral resources and reserves as of the end of the preceding
year, and explain any material change between the two, as required by Item 1304(e) of Regulation S-K. Please provide a draft of your proposed changes with your response.
Response #2:
In response to the Staff’s comment, we have included below proposed language demonstrating the type of disclosure that we would plan to add to the end of each property description in Item 2 of future Form 10-K filings.
Kensington
As of December 31, 2024 and 2023, Kensington reported 501 thousand and 411 thousand ounces of gold reserves, respectively. The year-over-year increase of approximately 22% was primarily due to additions through resource conversion, partially
offset by depletion.
As of December 31, 2024 and 2023, Kensington reported 886 thousand and 819 thousand ounces of measured and indicated gold resources, respectively, and 228 thousand and 388 thousand ounces of inferred gold resources, respectively. The
year-over-year increase of approximately 8% in measured and indicated gold resources was primarily due to conversion of inferred resources, while the approximately 41% decrease in inferred resources was primarily due to conversion to reserves.
Wharf
As of December 31, 2024 and 2023, Wharf reported 757 thousand and 763 thousand ounces of gold reserves, respectively. The year-over-year decrease of approximately 1% was primarily due to depletion partially offset by resource conversion.
As of December 31, 2024 and 2023, Wharf reported 1.019 million and 498 thousand ounces of measured and indicated gold resources, respectively, and 470 thousand and 149 thousand ounces of inferred gold resources, respectively. The year-over-year
increases of approximately 105% in measured and indicated gold resources and 216% of inferred gold resources were both primarily driven by additions of resources near areas where mining previously occurred during periods of low gold prices.
Las Chispas
As of December 31, 2024, Las Chispas reported 357 thousand ounces of gold reserves and 33.5 million ounces of silver reserves. No comparison can be made to mineral reserves as of December 31, 2023 because the Company has not previously reported
the 2023 reserves under Item 1300 of Regulation S-K. SilverCrest Metals Inc., which the Company acquired in February 2025, did previously disclose reserves for Las Chispas, but it did so in compliance with Canada’s National Instrument 43-101.
Coeur Mining, Inc. | 200 South Wacker Drive, Suite 2100 | Chicago, IL 60606| 312.489.5800 | www.coeur.com
As of December 31, 2024, Las Chispas reported 156 thousand ounces of gold measured and indicated resources and 14.4 million ounces of silver measured and indicated resources, as well as 144 thousand ounces of gold inferred resources and 10.1
million ounces of silver inferred resources. No comparison can be made to mineral resources as of December 31, 2023 because the Company has not previously reported the 2023 resources under Item 1300 of Regulation S-K. SilverCrest Metals Inc. did
previously report the 2023 resources but it did so in compliance with Canada’s National Instrument 43-101.
Palmarejo
As of December 31, 2024 and 2023, Palmarejo reported 681 thousand and 769 thousand ounces of gold reserves, respectively, and 46.0 million and 51.0 million ounces of silver reserves, respectively. The year-over-year decrease of approximately 11%
in gold reserves and approximately 10% in silver reserves were both primarily due to depletion.
As of December 31, 2024 and 2023, Palmarejo reported 1.423 million and 1.322 million ounces of measured and indicated gold resources, respectively, and 89.9 million and 85.6 million ounces of measured and indicated silver resources, respectively.
The year-over-year increase of approximately 8% in gold measured and indicated resources and 5% in silver measured and indicate resources were each primarily driven by exploration growth and changes in cut-off grade. As of December 31, 2024 and 2023,
Palmarejo reported 643 thousand and 381 thousand ounces of inferred gold ounces, respectively, and 34.7 million and 18.9 million ounces of silver inferred ounces, respectively. The year-over-year increases of approximately 69% in gold inferred ounces
and 84% in silver inferred ounces were primarily due to exploration growth.
Rochester
As of December 31, 2024 and 2023, Rochester reported 1.298 million and 1.239 million ounces of gold reserves, respectively, and 191.0 million and 192.9 million silver reserves, respectively. The year-over-year increase of approximately 5% in gold
reserves and decrease of approximately 1% in silver reserves were primarily due to mineral resource conversion offset by depletion and incorporation of the Lincoln Hill area, and its higher gold grades, into Rochester’s mineral reserve base.
As of December 31, 2024 and 2023, Rochester reported 260 thousand and 247 thousand ounces of measured and indicated gold resources, respectively, and 36.9 million and 42.8 million ounces of measured and indicated silver resources, respectively.
The year-over-year increase of approximately 5% in gold measured and indicated resources and decrease of approximately 14% in silver measured and indicated resources were driven by conversion to reserves and change in cut-off grade. As of December
31, 2024 and 2023, Rochester reported 258 thousand and 267 thousand ounces of inferred gold ounces, respectively, and 41.8 million and 46.0 million ounces of silver inferred ounces, respectively. The year-over-year decrease of approximately 9% in
gold inferred ounces and 3% in silver inferred ounces were due to conversion and incorporation of the Lincoln Hill area, and its higher gold grades, into Rochester’s mineral resource base.
Coeur Mining, Inc. | 200 South Wacker Drive, Suite 2100 | Chicago, IL 60606| 312.489.5800 | www.coeur.com
Silvertip
As of December 31, 2024 and 2023, there were no changes to mineral reserves or mineral resources for Silvertip.
Form 10-K for the Fiscal Year Ended December 31, 2024
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Performance Measures, page 57
Comment #3:
We note your reconciliation of Net income (loss) to Adjusted net income (loss) and to adjusted EBITDA. Please revise to clearly describe the nature and composition of the underlying adjustments in the
“Other adjustments” reconciling line item for each year presented. Refer to Question 100.05 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
Response #3:
In response to the Staff’s comment, we have included below revised reconciliations of Net income (loss) to Adjusted Net Income (Loss) and EBITDA and Adjusted EBITDA by removing the line item titled
“Other adjustments” and replacing it with additional lines describing such other adjustments. We will revise our reconciliation disclosure in future filings to include the nature and composition of the underlying adjustments and eliminate the “Other
adjustments” reconciling line item.
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) is evaluated periodically and is based, in part, on a review of non-GAAP financial measures used by mining industry analysts. The tax effect of adjustments are based on statutory tax rates and the Company’s tax attributes, including the
impact through the Company’s valuation allowance. The combined effective rate of tax adjustments may not be consistent with the statutory tax rates or the Company’s effective tax rate due to jurisdictional tax attributes and related valuation
allowance impacts which may minimize the tax effect of certain adjustments and may not apply to gains and losses equally. Adjusted net income (loss) is reconciled to Net income (loss) in the following table:
Coeur Mining, Inc. | 200 South Wacker Drive, Suite 2100 | Chicago, IL 60606| 312.489.5800 | www.coeur.com
Year Ended December 31,
In thousands except per share amounts
2024
2023
2022
Net income (loss)
$
58,900
$
(103,612
)
$
(78,107
)
Fair value adjustments, net
—
(3,384
)
66,668
Foreign exchange loss (gain)
(4,448
)
1,994
1,648
(Gain) loss on sale of assets and securities
4,250
25,197
(64,429
)
RMC bankruptcy distribution
(1,294
)
(1,516
)
(1,651
)
(Gain) loss on debt extinguishment
(417
)
(3,437
)
—
Transaction costs
8,517
—
—
Kensington royalty settlement
7,369
469
—
Mexico arbitration matter
3,612
2,803
1,142
Flow-through share premium
(5,563
)
(2,284
)
—
Legacy crusher disposal
—
4,013
—
COVID-19
11
111
1,739
Interest income
—
(187
)
(720
)
Tax effect of adjustments(1)
(820
)
1,785
(15,349
)
Adjusted net income (loss)
$
70,117
$
(78,048
)
$
(89,059
)
Adjusted net income (loss) per share, Basic
$
0.18
$
(0.23
)
$
(0.32
)
Adjusted net income (loss) per share, Diluted
$
0.18
$
(0.23
)
$
(0.32
)
(1) For the year ended December 31, 2024, tax effect of adjustments of $(0.8) million (-5%) is primarily related to the RMC bankruptcy distribution, and nonrecurring
expenses at Palmarejo. For the year ended December 31, 2023, tax effect of adjustments of $1.8 million (8%) is primarily related to the loss on the sale of the La Preciosa Deferred Consideration. For the year ended December 31, 2022, tax effect of
adjustments of $(15.3) million (-558%) is primarily related to the to the fair value adjustments on the Company’s equity investments and the derecognition of deferred tax liabilities related to the sale of La Preciosa and the Sterling/Crown
exploration properties.
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 the basis of a measure used in the
indenture governing the 2029 Senior Notes and the RCF to determine our ability to make certain payments and incur additional indebtedness. EBITDA and Adjusted EBITDA do not represent, and should not be considered an alternative to, Net income (Loss)
or Cash Flow from Operations as determined under GAAP. Other companies may calculate Adjusted EBITDA differently and those calculations may not be comparable to our presentation. Adjusted EBITDA is reconciled to Net income (loss) in the following
table:
Coeur Mining, Inc. | 200 South Wacker Drive, Suite 2100 | Chicago, IL 60606| 312.489.5800 | www.coeur.com
Year Ended December 31,
In thousands
2024
2023
2022
Net income (loss)
$
58,900
$
(103,612
)
$
(78,107
)
Interest expense, net of capitalized interest
51,276
29,099
23,861
Income tax provision (benefit)
67,450
35,156
14,658
Amortization
124,974
99,822
111,626
EBITDA
302,600
60,465
72,038
Fair value adjustments, net
—
(3,384
)
66,668
Foreign exchange (gain) loss
(4,753
)
459
850
Asset retirement obligation accretion
16,778
16,405
14,232
Inventory adjustments and write-downs
8,042
43,188
49,085
(Gain) loss on sale of assets and securities
4,250
25,197
(64,429
)
RMC bankruptcy distribution
(1,294