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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

 

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

 

or

 

☐    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 

 

1-8491

 

HECLA MINING COMPANY

(Exact name of registrant as specified in its Charter)

 

Delaware

 

77-0664171

 
 

State or Other Jurisdiction of

 

I.R.S. Employer

 
 

Incorporation or Organization

 

Identification No.

 
         
 

6500 Mineral Drive, Suite 200

     
 

Coeur d'Alene, Idaho

 

83815-9408

 
 

Address of Principal Executive Offices

 

Zip Code

 
         

208-769-4100

Registrant's Telephone Number, Including Area Code

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.25 per share

 

HL

 

New York Stock Exchange

Series B Cumulative Convertible Preferred Stock, par value $0.25 per share

 

HL-PB

 

New York Stock Exchange

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒    No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒    No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ☒    Accelerated filer    ☐
Non-accelerated filer      ☐ Smaller reporting company    ☐
  Emerging growth company ☐

                                    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes    ☐    No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Shares Outstanding November 2, 2021

Common stock, par value

$0.25 per share

 

538,139,465

 

 

 

 

Hecla Mining Company and Subsidiaries

 

Form 10-Q

 

For the Quarter Ended September 30, 2021

 

INDEX*

 

     

Page

PART I - Financial Information 

 
       
   

Item 1  Condensed Consolidated Financial Statements (Unaudited)

 
       
   

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - Three Months Ended and Nine Months Ended September 30, 2021 and 2020

3
       
   

Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2021 and 2020

4
       
   

Condensed Consolidated Balance Sheets - September 30, 2021 and December 31, 2020

5
       
   

Condensed Consolidated Statements of Changes in Stockholders' Equity - Three Months Ended and Nine Months Ended September 30, 2021 and 2020

6

       
   

Notes to Condensed Consolidated Financial Statements (Unaudited)

8
       
   

Forward Looking Statements

 
       
   

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

29

       
   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

69

       
   

Item 4. Controls and Procedures

70

       

PART II - Other Information

 
       
   

Item 1  Legal Proceedings

70

       
   

Item 1A  Risk Factors

70

       
   

Item 2  Unregistered Sales of Securities and Use of Proceeds

70

       
   

Item 4  Mine Safety Disclosures

71

       
   

Item 6  Exhibits

71

       
   

Signatures

73

       
       

*Items 3 and 5 of Part II are omitted as they are not applicable.

 

 

2

 

 

Part I - Financial Information

 

Item 1. Financial Statements

 

Hecla Mining Company and Subsidiaries

 

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)

(Dollars and shares in thousands, except for per-share amounts)

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30, 2021

   

September 30, 2020

   

September 30, 2021

   

September 30, 2020

 
           

Revised

           

Revised

 

Sales of products

  $ 193,560     $ 199,703     $ 622,395     $ 502,983  

Cost of sales and other direct production costs

    112,542       103,025       318,917       280,303  

Depreciation, depletion and amortization

    45,790       37,990       138,918       112,492  

Total cost of sales

    158,332       141,015       457,835       392,795  

Gross profit

    35,228       58,688       164,560       110,188  

Other operating expenses:

                               

General and administrative

    8,874       11,713       27,985       27,631  

Exploration

    13,675       3,407       27,993       7,899  

Pre-development

    3,433       759       7,046       1,857  

Other operating expense

    3,344       3,499       10,626       5,864  

Provision for closed operations and environmental matters

    7,564       1,254       12,297       2,807  

Ramp-up and suspension costs

    6,910       1,541       17,014       24,109  

Foundation grant

                      1,970  

Total other operating expense

    43,800       22,173       102,961       72,137  

(Loss) income from operations

    (8,572 )     36,515       61,599       38,051  

Other income (expense):

                               

Gain (loss) on derivative contracts

    12,148       (6,666 )     (4,692 )     (12,775 )

Gain on exchange of investments

                1,158        

Unrealized (loss) gain on investments

    (2,861 )     3,979       (7,117 )     9,410  

Foreign exchange gain (loss)

    3,995       (2,196 )     24       1,235  

Other income (expense)

    247       (392 )     (192 )     (2,141 )

Interest expense

    (10,469 )     (10,779 )     (31,484 )     (38,919 )

Total other income (expense)

    3,060       (16,054 )     (42,303 )     (43,190 )

(Loss) income before income and mining taxes

    (5,512 )     20,461       19,296       (5,139 )

Income and mining tax benefit (provision)

    4,533       (5,181 )     3,924       (7,423 )

Net (loss) income

    (979 )     15,280       23,220       (12,562 )

Preferred stock dividends

    (138 )     (138 )     (414 )     (414 )

(Loss) income applicable to common shareholders

  $ (1,117 )   $ 15,142     $ 22,806     $ (12,976 )

Comprehensive (loss) income:

                               

Net (loss) income

  $ (979 )   $ 15,280     $ 23,220     $ (12,562 )

Change in fair value of derivative contracts designated as hedge transactions

    (6,267 )     6,150       (2,815 )     (2,801 )

Comprehensive (loss) income

  $ (7,246 )   $ 21,430     $ 20,405     $ (15,363 )

Basic (loss) income per common share after preferred dividends (in cents)

    (0.2 )     2.9       4.3       (2.5 )

Diluted (loss) income per common share after preferred dividends (in cents)

    (0.2 )     2.8       4.2       (2.5 )

Weighted average number of common shares outstanding - basic

    536,966       529,838       535,542       526,098  

Weighted average number of common shares outstanding - diluted

    536,966       535,788       541,769       526,098  

Cash dividends declared per common share (in cents)

    1.125       0.250       3.125       0.750  

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

 

 

Hecla Mining Company and Subsidiaries

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

   

Nine Months Ended

 
   

September 30, 2021

   

September 30, 2020

 
           

Revised

 

Operating activities:

               

Net income (loss)

  $ 23,220     $ (12,562 )

Non-cash elements included in net income (loss):

               

Depreciation, depletion and amortization

    139,800       120,076  

Gain on exchange of investments

    (1,158 )      

Unrealized loss (gain) on investments

    7,117       (9,410 )

Write-down to stockpile inventory

    6,524        

Provision for reclamation and closure costs

    7,821       4,638  

Stock compensation

    4,774       5,229  

Deferred income taxes

    (17,886 )     (4,578 )

Amortization of loan origination fees

    1,406       3,066  

(Gain) loss on derivative contracts

    (13,937 )     4,483  

Foreign exchange loss (gain)

    615       (2,810 )

Foundation grant

          1,970  
Other non-cash items, net     (239 )     559  

Change in assets and liabilities, net of business acquisitions:

               

Accounts receivable

    (3,798 )     (3,741 )

Inventories

    22,372       (13,090 )

Other current and non-current assets

    1,650       6,748  

Accounts payable and accrued liabilities

    (14,689 )     (1,762 )

Accrued payroll and related benefits

    (1,829 )     11,317  

Accrued taxes

    2,730       3,276  

Accrued reclamation and closure costs and other non-current liabilities

    2,489       2,483  

Cash provided by operating activities

    166,982       115,892  

Investing activities:

               

Additions to properties, plants, equipment and mineral interests

    (80,210 )     (54,382 )

Purchase of carbon credits

    (200 )      

Proceeds from exchange of investments

    1,811        

Proceeds from disposition of properties, plants, equipment and mineral interests

    562       305  

Purchases of investments

          (1,661 )

Net cash used in investing activities

    (78,037 )     (55,738 )

Financing activities:

               

Acquisition of treasury shares

    (4,525 )     (2,745 )

Dividends paid to common shareholders

    (16,755 )     (3,951 )

Dividends paid to preferred shareholders

    (414 )     (414 )

Credit facility and debt issuance fees

    (108 )     (1,287 )

Borrowings on debt

          707,107  

Repayments of debt

          (716,500 )

Repayments of finance leases

    (5,598 )     (4,246 )

Net cash used in financing activities

    (27,400 )     (22,036 )

Effect of exchange rates on cash

    (471 )     (1,873 )

Net increase in cash, cash equivalents and restricted cash and cash equivalents

    61,074       36,245  

Cash, cash equivalents and restricted cash and cash equivalents at beginning of period

    130,883       63,477  

Cash, cash equivalents and restricted cash and cash equivalents at end of period

  $ 191,957     $ 99,722  

Supplemental disclosure of cash flow information:

               

Cash paid for interest

  $ 37,173     $ 33,828  

Cash paid (received) for income and mining taxes

    10,299     $ (2,608 )

Significant non-cash investing and financing activities:

               

Addition of finance lease obligations

  $ 4,006     $ 5,747  

Payment of accrued compensation in stock

  $     $ 5,095  

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

 

 

Hecla Mining Company and Subsidiaries

 

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except shares)

 

 

   

September 30, 2021

   

December 31, 2020

 
           

Revised

 

ASSETS

 

Current assets:

               

Cash and cash equivalents

  $ 190,904     $ 129,830  

Accounts receivable:

               

Trade

    32,821       27,864  

Other, net

    10,152       11,329  

Inventories:

               

Concentrates, doré, and stockpiled ore

    17,594       57,567  

Materials and supplies

    40,845       38,608  

Derivative assets

    5,220       3,470  

Other current assets

    12,744       15,644  

Total current assets

    310,280       284,312  

Investments

    8,030       15,148  

Restricted cash

    1,053       1,053  

Properties, plants, equipment and mineral interests, net

    2,331,018       2,378,074  

Operating lease right-of-use assets

    8,201       10,628  

Deferred income taxes

    5,576       2,912  

Derivative assets

    6,748       4,558  

Other non-current assets and deferred charges

    3,511       3,525  

Total assets

  $ 2,674,417     $ 2,700,210  

LIABILITIES

 

Current liabilities:

               

Accounts payable and accrued liabilities

  $ 62,571     $ 68,516  

Accrued payroll and related benefits

    26,493       31,807  

Accrued taxes

    8,557       5,774  

Finance leases

    5,637       6,491  

Operating leases

    2,385       3,008  

Accrued reclamation and closure costs

    11,036       5,582  

Accrued interest

    5,221       14,157  

Derivatives liabilities

    4,179       11,737  

Other current liabilities

    103       138  

Total current liabilities

    126,182       147,210  

Finance leases

    8,540       9,274  

Operating leases

    5,820       7,634  

Accrued reclamation and closure costs

    108,670       110,466  

Long-term debt

    507,712       507,242  

Deferred tax liability

    142,750       156,091  

Pension liability

    26,229       44,144  

Derivatives liabilities

    752       18  

Other non-current liabilities

    4,787       4,346  

Total liabilities

    931,442       986,425  

Commitments and contingencies (Notes 5, 8, 9, and 11)

                 

SHAREHOLDERS’ EQUITY

 

Preferred stock, 5,000,000 shares authorized:

               

Series B preferred stock, $0.25 par value, 157,816 shares issued and outstanding, liquidation preference — $7,891

    39       39  

Common stock, $0.25 par value, 750,000,000 authorized shares; issued September 30, 2021 — 545,371,827 shares and December 31, 2020 — 538,487,415 shares

    136,350       134,629  

Capital surplus

    2,032,334       2,003,576  

Accumulated deficit

    (362,023 )     (368,074 )

Accumulated other comprehensive loss

    (35,704 )     (32,889 )

Less treasury stock, at cost; September 30, 2021 — 7,395,295 and December 31, 2020 — 6,821,044 shares issued and held in treasury

    (28,021 )     (23,496 )

Total shareholders’ equity

    1,742,975       1,713,785  

Total liabilities and shareholders’ equity

  $ 2,674,417     $ 2,700,210  

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

 

 

Hecla Mining Company and Subsidiaries

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(Dollars are in thousands, except for share and per share amounts)

 

   

Three Months Ended September 30, 2021

 
   

Series B

Preferred

Stock

   

Common

Stock

   

Additional

Paid-In

Capital

   

Accumulated

Deficit

   

Accumulated

Other

Comprehensive

Loss, net

   

Treasury

Stock

   

Total

 

Balances, July 1, 2021 (Revised)

  $ 39     $ 136,065     $ 2,024,645     $ (354,866 )   $ (29,437 )   $ (28,021 )   $ 1,748,425  

Net loss

                      (979 )                 (979 )

Restricted stock units granted

                1,472                         1,472  

Common stock dividends declared (1.125 cents per common share)

                      (6,040 )                 (6,040 )

Series B Preferred Stock dividends declared (87.5 cents per share)

                      (138 )                 (138 )

Common stock issued for 401(k) match (141,000 shares)

          35       1,017                         1,052  

Common stock issued to pension plans (1,000,000 shares)

          250       5,200                         5,450  

Other comprehensive income

                            (6,267 )           (6,267 )

Balances, September 30, 2021

  $ 39     $ 136,350     $ 2,032,334     $ (362,023 )   $ (35,704 )   $ (28,021 )   $ 1,742,975  

 

   

Three Months Ended September 30, 2020

 
   

Series B

Preferred

Stock

   

Common

Stock

   

Additional

Paid-In

Capital

   

Accumulated

Deficit

   

Accumulated

Other

Comprehensive

Loss, net

   

Treasury

Stock

   

Total

 
                           

Revised

                   

Revised

 

Balances, July 1, 2020

  $ 39     $ 133,699     $ 1,982,400     $ (380,205 )   $ (46,261 )   $ (23,496 )   $ 1,666,176  

Net income

                      15,280                   15,280  

Restricted stock units granted

                1,317                         1,317  

Common stock dividends declared (0.25 cents per common share)

                      (1,330 )                 (1,330 )

Series B Preferred Stock dividends declared (87.5 cents per share)

                      (138 )                 (138 )

Common stock issued for 401(k) match (439,000 shares)

          110       1,303                         1,413  

Common stock issued to pension plans (2,058,000 shares)

          514       11,917                         12,431  

Common stock issued to directors (391,000 shares)

          98       1,385                         1,483  

Other comprehensive loss

                            6,150             6,150  

Balances, September 30, 2020

  $ 39     $ 134,421     $ 1,998,322     $ (366,393 )   $ (40,111 )   $ (23,496 )   $ 1,702,782  

 

 

   

Nine Months Ended September 30, 2021

 
   

Series B

Preferred

Stock

   

Common

Stock

   

Additional

Paid-In

Capital

   

Accumulated

Deficit

   

Accumulated

Other

Comprehensive

Loss, net

   

Treasury

Stock

   

Total

 

Balances, January 1, 2021 (Revised)

  $ 39     $ 134,629     $ 2,003,576     $ (368,074 )   $ (32,889 )   $ (23,496 )   $ 1,713,785  

Net income

                      23,220                   23,220  

Restricted stock units granted

                2,930                         2,930  

Restricted stock units distributed (1,653,000 shares)

          413       (413 )                 (4,525 )     (4,525 )

Common stock dividends declared (3.125 cents per common share)

                      (16,755 )                 (16,755 )

Series B Preferred Stock dividends declared ($2.625 per share)

                      (414 )                 (414 )

Common stock issued for 401(k) match (524,000 shares)

          131       3,324                         3,455  

Common stock issued to pension plans (4,500,000 shares)

          1,125       21,125                         22,250  

Common stock issued to directors (207,000 shares)

          52       1,792                         1,844  

Other comprehensive loss

                            (2,815 )           (2,815 )

Balances, September 30, 2021

  $ 39     $ 136,350     $ 2,032,334     $ (362,023 )   $ (35,704 )   $ (28,021 )   $ 1,742,975  

 

   

Nine Months Ended September 30, 2020

 
   

Series B

Preferred

Stock

   

Common

Stock

   

Additional

Paid-In

Capital

   

Accumulated

Deficit

   

Accumulated

Other

Comprehensive

Loss, net

   

Treasury

Stock

   

Total

 
                           

Revised

                   

Revised

 

Balances, January 1, 2020

  $ 39     $ 132,292     $ 1,973,700     $ (349,220 )   $ (37,310 )   $ (22,967 )   $ 1,696,534  

Net loss

                      (12,562 )                 (12,562 )

Restricted stock units granted

                3,746                         3,746  

Restricted stock units distributed (1,702,000 shares)

          426       (426 )                 (1,479 )     (1,479 )

Common stock dividends declared (0.75 cents per common share)

                      (3,951 )                 (3,951 )

Series B Preferred Stock dividends declared ($2.625 per share)

                      (414 )                 (414 )

Common stock issued for 401(k) match (1,396,000 shares)

          350       3,295                         3,645  

Common stock issued for employee incentive compensation (2,800,000 shares)

          700       4,396                   (1,266 )     3,830  

Common stock issued to pension plans (2,225,000 shares)

          555       12,226                         12,781  

Common stock issued to directors (391,000 shares)

          98       1,385                         1,483  

Treasury shares issued to charitable foundation (650,000 shares)

                      (246 )           2,216       1,970  

Other comprehensive loss

                            (2,801 )           (2,801 )

Balances, September 30, 2020

  $ 39     $ 134,421     $ 1,998,322     $ (366,393 )   $ (40,111 )   $ (23,496 )   $ 1,702,782  

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

 

 

Note 1.  Basis of Preparation of Financial Statements

 

The accompanying unaudited interim condensed consolidated financial statements of Hecla Mining Company and its subsidiaries (collectively, “Hecla,” “the Company,” “we,” “our,” or “us,” except where the context requires otherwise) have been prepared in accordance with the instructions to Form 10-Q and do not include all information and disclosures required annually by generally accepted accounting principles in the United States (“GAAP”). Therefore, this information should be read in conjunction with Hecla Mining Company’s consolidated financial statements and notes contained in our annual report on Form 10-K for the year ended December 31, 2020 (“2020 Form 10-K”). The consolidated December 31, 2020 balance sheet data was derived from our audited consolidated financial statements. The information furnished herein reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods reported. All such adjustments are, in the opinion of management, of a normal recurring nature. Operating results for the three- and nine-month periods ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

 

The 2019 novel strain of coronavirus (“COVID-19”) was characterized as a global pandemic by the World Health Organization on March 11, 2020, and COVID-19 resulted in travel restrictions and business slowdowns or shutdowns in affected areas.  In late March 2020, the Government of Quebec ordered the mining industry to reduce to minimum operations as part of the fight against COVID-19, causing us to suspend our Casa Berardi operations from March 24, 2020 until April 15, 2020 when mining operations resumed.  In early April 2020, the Government of Mexico issued a similar order causing us to suspend our San Sebastian operations until May 30, 2020. In addition, restrictions imposed by the State of Alaska in late March 2020 caused us to revise the normal operating procedures for staffing operations at Greens Creek. These suspension orders impacted us in the first half of 2020 by curtailing our expected production of gold at Casa Berardi by approximately 11,700 ounces, which resulted in a reduction in related revenue for that period.  We continued to incur costs at Casa Berardi and San Sebastian while operations were suspended. At Casa Berardi and San Sebastian, suspension costs in 2020 totaled $1.6 million and $1.8 million, respectively. At Greens Creek, we incurred costs of approximately $1.0 million in the first nine months of 2021 and $2.3 million for the full year of 2020 related to quarantining employees from late March 2020 through the second quarter of 2021.  In addition, silver production at Greens Creek in the third quarter of 2021 was 30% lower than in the third quarter of 2020 due to reduced ore grades as a result of mine sequencing, which was impacted by manpower challenges due to COVID-19 and increased competition for labor which we expect to mitigate through schedule changes and other means.  At Casa Berardi, we incurred costs of approximately $1.9 million in the first nine months of 2021 related to COVID-19 procedures.  At the Lucky Friday, San Sebastian and Nevada Operations units, COVID-19 procedures have been implemented without a significant impact on operating or suspension costs or production.  It is possible that future restrictions at any of our operations could have an adverse impact on operations or financial results beyond the first nine months of 2021.

 

We have taken precautionary measures to mitigate the impact of COVID-19, including implementing operational plans and practices. As long as they are required, the operational practices implemented could continue to have an adverse impact on our operating results due to deferred production and revenues or additional costs. We continue to monitor the rapidly evolving situation and guidance from federal, state, local and foreign governments and public health authorities and may take additional actions based on their recommendations. The extent of the impact of COVID-19 on our business and financial results will also depend on future developments, including the duration and spread of the outbreak and the success of the current vaccination programs being rolled out within the markets in which we operate and the related impact on prices, demand, creditworthiness and other market conditions and governmental reactions, all of which are highly uncertain.

 

In the third quarter of 2021, we identified errors impacting amounts reported for accumulated depreciation, depletion and amortization ("DDA") and DDA expense for our Casa Berardi unit from June 1, 2013 through June 30, 2021.  Certain amounts in the condensed consolidated financial statements and notes thereto for the prior period have been revised to correct these errors.  See Note 2 for more information on the errors and revisions made to amounts reported for the prior periods.

 

8

 

 

 

Note 2. Revision of Previously Issued Financial Statements for Immaterial Misstatements

 

Casa Berardi DDA

 

In the third quarter of 2021, we determined accumulated DDA and DDA expense at Casa Berardi, a business unit within our Hecla Quebec Inc. subsidiary, were overstated for the periods from June 1, 2013 through June 30, 2021 as a result of errors in calculation from the date of acquisition of Casa Berardi.  DDA was overstated by approximately $38.2 million in the aggregate over 8 years as a result of errors in the calculation of straight-line depreciation on machinery, equipment and buildings.

 

We assessed the materiality of the effect of the errors on our prior quarterly and annual financial statements, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin ("SAB") No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” and concluded the errors were not material to any of our previously issued financial statements.  Consequently, we will correct these errors prospectively and revise our financial statements when the consolidated balance sheets, statements of operations and comprehensive income and cash flows for such prior periods are included in future filings (the "Revisions"). The Revisions had no net impact on our sales or net cash provided by operating activities for any period presented.  The impact of these misstatements on prior periods is more fully disclosed below.

 

Reclassification of State Mining Income Taxes

 

As disclosed during the first quarter of 2021, we reclassified certain state mining income taxes from Cost of sales and other direct production costs to Income and mining tax provision prospectively effective January 1, 2021. In connection with the revision of our historical financial statements for the correction of the depreciation adjustment described above, we are also revising our previously issued financial statements for this reclassification that required us to recognize previously unrecognized deferred taxes.

 

The following tables present a summary of the impact, by financial statement line item, of the Revisions for the three months ended March 31, 2021 and 2020, June 30, 2021 and 2020 and September 30, 2020, the six months ended June 30, 2021and 2020, the nine months ended September 30, 2020, as of and for the years ended December 31, 2020 and 2019, and for the year ended December 31, 2018:

 

   

Three Months Ended March 31, 2021

 

(in thousands, except per share amounts)

 

As Previously

Reported

   

Adjustment

   

As Revised

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

                       

Depreciation, depletion and amortization

  $ 49,331     $ (2,589 )   $ 46,742  

Total cost of sales

    146,040       (2,589 )     143,451  

Gross profit

    64,812       2,589       67,401  

Income from operations

    38,449       2,589       41,038  

Income before income and mining taxes

    23,605       2,589       26,194  

Income and mining tax provision

    (4,634 )     (109 )     (4,743 )

Net income

    18,971       2,480       21,451  

Income applicable to common shareholders

    18,833       2,480       21,313  

Comprehensive income

    20,803       2,480       23,283  

Basic income per common share after preferred dividends (in cents)

    3.5       0.5       4.0  

Diluted income per common share after preferred dividends (in cents)

    3.5       0.5       4.0  
                       

Condensed Consolidated Statements of Cash Flows (Unaudited)

                       

Net income

    18,971       2,480       21,451  

Depreciation, depletion and amortization

    49,546       (2,589 )     46,957  

Deferred income taxes

    32       109       141  

Cash provided by operating activities

    37,936             37,936  

 

9

 
   

Three Months Ended June 30, 2021

 

(in thousands, except per share amounts)

 

As Previously

Reported

   

Adjustment

   

As Revised

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

                       

Depreciation, depletion and amortization

  $ 48,403     $ (2,671 )   $ 45,732  

Total cost of sales

    158,723       (2,671 )     156,052  

Gross profit

    59,260       2,671       61,931  

Income from operations

    26,462       2,671       29,133  

Loss before income and mining taxes

    (4,057 )     2,671       (1,386 )

Income and mining tax benefit

    4,842       (708 )     4,134  

Net income

    785       1,963       2,748  

Income applicable to common shareholders

    647       1,963       2,610  

Comprehensive income

    2,405       1,963       4,368  

Basic income per common share after preferred dividends (in cents)

    0.1       0.4       0.5  

Diluted income per common share after preferred dividends (in cents)

    0.1       0.4       0.5  

 

 
   

Six Months Ended June 30, 2021

 

(in thousands, except per share amounts)

 

As Previously

Reported

   

Adjustment

   

As Revised

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

                       

Depreciation, depletion and amortization

  $ 97,734     $ (5,260 )   $ 92,474  

Total cost of sales

    304,763       (5,260 )     299,503  

Gross profit

    124,072       5,260       129,332  

Income from operations

    64,911       5,260       70,171  

Income before income and mining taxes

    19,548       5,260       24,808  

Income and mining tax benefit (provision)

    208       (817 )     (609 )

Net income

    19,756       4,443       24,199  

Income applicable to common shareholders

    19,480       4,443       23,923  

Comprehensive income

    23,208       4,443       27,651  

Basic income per common share after preferred dividends (in cents)

    3.6       0.7       4.3  

Diluted income per common share after preferred dividends (in cents)

    3.6       0.7       4.3  
                       

Condensed Consolidated Statements of Cash Flows (Unaudited)

                       

Net income

    19,756       4,443       24,199  

Depreciation, depletion and amortization

    98,121       (5,260 )     92,861  

Deferred income taxes

    (8,562 )     817       (7,745 )

Cash provided by operating activities

    124,240             124,240  

 

10

 
   

Three Months Ended March 31, 2020

 

(in thousands, except per share amounts)

 

As Previously

Reported

   

Adjustment

   

As Revised

 

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)

                       

Cost of sales and other direct production costs

  $ 85,887     $ (167 )   $ 85,720  

Depreciation, depletion and amortization

    39,666       (1,851 )     37,815  

Total cost of sales

    125,553       (2,018 )     123,535  

Gross profit

    11,372       2,018       13,390  

Loss from operations

    (15,064 )     2,018       (13,046 )

Loss before income and mining taxes

    (18,247 )     2,018       (16,229 )

Income and mining tax benefit

    1,062       (657 )     405  

Net loss

    (17,185 )     1,361       (15,824 )

Loss applicable to common shareholders

    (17,323 )     1,361       (15,962 )

Comprehensive loss

    (36,520 )     1,361       (35,159 )

Basic loss per common share after preferred dividends (in cents)

    (3.3 )     0.3       (3.0 )

Diluted loss per common share after preferred dividends (in cents)

    (3.3 )     0.3       (3.0 )
                       

Condensed Consolidated Statements of Cash Flows (Unaudited)

                       

Net loss

    (17,185 )     1,361       (15,824 )

Depreciation, depletion and amortization

    41,630       (1,851 )     39,779  

Deferred income taxes

    (3,252 )     490       (2,762 )

Cash provided by operating activities

    4,927             4,927  

 

 

   

Three Months Ended June 30, 2020

 

(in thousands, except per share amounts)

 

As Previously Reported

   

Adjustment

   

As Revised

 

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)

                       

Cost of sales and other direct production costs

  $ 92,853     $ (1,295 )   $ 91,558  

Depreciation, depletion and amortization

    39,423       (2,736 )     36,687  

Total cost of sales

    132,276       (4,031 )     128,245  

Gross profit

    34,079       4,031       38,110  

Income from operations

    9,874       4,031       13,905  

Loss before income and mining taxes

    (13,402 )     4,031       (9,371 )

Income and mining tax provision

    (626 )     (2,020 )     (2,646 )

Net loss

    (14,028 )     2,011       (12,017 )

Income applicable to common shareholders

    (14,166 )     2,011       (12,155 )

Comprehensive loss

    (3,644 )     2,011       (1,633 )

Basic loss per common share after preferred dividends (in cents)

    (2.7 )     0.4       (2.3 )

Diluted loss per common share after preferred dividends (in cents)

    (2.7 )     0.4       (2.3 )

 

11

 
   

Six Months Ended June 30, 2020

 

(in thousands, except per share amounts)

 

As Previously Reported

   

Adjustment

   

As Revised

 

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)

                       

Cost of sales and other direct production costs

  $ 178,740     $ (1,462 )   $ 177,278  

Depreciation, depletion and amortization

    79,089       (4,587 )     74,502  

Total cost of sales

    257,829       (6,049 )     251,780  

Gross profit

    45,451       6,049       51,500  

(Loss) income from operations

    (4,513 )     6,049       1,536  

Loss before income and mining taxes

    (31,649 )     6,049       (25,600 )

Income and mining tax benefit (provision)

    436       (2,678 )     (2,242 )

Net loss

    (31,213 )     3,371       (27,842 )

Loss applicable to common shareholders

    (31,489 )     3,371       (28,118 )

Comprehensive loss

    (40,164 )     3,371       (36,793 )

Basic loss per common share after preferred dividends (in cents)

    (6.0 )     0.6       (5.4 )

Diluted loss per common share after preferred dividends (in cents)

    (6.0 )     0.6       (5.4 )
                         

Condensed Consolidated Statements of Cash Flows (Unaudited)

                       

Net loss

    (31,213 )     3,371       (27,842 )

Depreciation, depletion and amortization

    84,185       (4,587 )     79,598  

Deferred income taxes

    (5,165 )     1,216       (3,949 )

Cash provided by operating activities

    42,453             42,453  

 

 

   

Three Months Ended September 30, 2020

 

(in thousands, except per share amounts)

 

As Previously Reported

   

Adjustment

   

As Revised

 

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)

                       

Cost of sales and other direct production costs

  $ 105,977     $ (2,952 )   $ 103,025  

Depreciation, depletion and amortization

    40,238       (2,248 )     37,990  

Total cost of sales

    146,215       (5,200 )     141,015  

Gross profit

    53,488       5,200       58,688  

Income from operations

    31,315       5,200       36,515  

Income before income and mining taxes

    15,261       5,200       20,461  

Income and mining tax provision

    (1,633 )     (3,548 )     (5,181 )

Net income

    13,628       1,652       15,280  

Income applicable to common shareholders

    13,490       1,652       15,142  

Comprehensive income

    19,778       1,652       21,430  

Basic income per common share after preferred dividends (in cents)

    2.6       0.3       2.9  

Diluted income per common share after preferred dividends (in cents)

    2.6       0.2       2.8  

 

12

 
   

Nine Months Ended September 30, 2020

 

(in thousands, except per share amounts)

 

As Previously Reported

   

Adjustment

   

As Revised

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

                       

Cost of sales and other direct production costs

  $ 284,717     $ (4,414 )   $ 280,303  

Depreciation, depletion and amortization

    119,327       (6,835 )     112,492  

Total cost of sales

    404,044       (11,249 )     392,795  

Gross profit

    98,939       11,249       110,188  

Income from operations

    26,802       11,249       38,051  

Loss before income and mining taxes

    (16,388 )     11,249       (5,139 )

Income and mining tax benefit (provision)

    (1,197 )     (6,226 )     (7,423 )

Net loss

    (17,585 )     5,023       (12,562 )

Loss applicable to common shareholders

    (17,999 )     5,023       (12,976 )

Comprehensive income

    (20,386 )     5,023       (15,363 )

Basic loss per common share after preferred dividends (in cents)

    (3.4 )     0.9       (2.5 )

Diluted loss per common share after preferred dividends (in cents)

    (3.4 )     0.9       (2.5 )
                         

Condensed Consolidated Statements of Cash Flows (Unaudited)

                       

Net loss

    (17,585 )     5,023       (12,562 )

Depreciation, depletion and amortization

    126,911       (6,835 )     120,076  

Deferred income taxes

    (6,390 )     1,812       (4,578 )

Cash provided by operating activities

    115,892             115,892  

 

 

   

For the Year Ended December 31, 2018

 

(in thousands, except per share amounts)

 

As Previously

Reported

   

Adjustment

   

As Revised

 

Consolidated Statements of Operations and Comprehensive Loss

                       

Cost of sales and other direct production costs

  $ 353,994     $ (1,844 )   $ 352,150  

Depreciation, depletion and amortization

    134,044       (2,224 )     131,820  

Total cost of sales

    488,038       (4,068 )     483,970  

Gross profit

    79,099       (4,068 )     75,031  

Loss from operations

    (39,126 )     4,068       (35,058 )

Loss before income and mining taxes

    (33,264 )     4,068       (29,196 )

Income and mining tax benefit

    6,701       (4,256 )     2,445  

Net loss

    (26,563 )     (188 )     (26,751 )

Loss applicable to common shareholders

    (27,115 )     (188 )     (27,303 )

Comprehensive loss

    (44,370 )     (188 )     (44,558 )

Basic loss per common share after preferred dividends (in cents)

    (6.3 )           (6.3 )

Diluted loss per common share after preferred dividends (in cents)

    (6.3 )           (6.3 )
                         

Consolidated Statements of Cash Flows

                       

Net loss

    (26,563 )     (188 )     (26,751 )

Depreciation, depletion and amortization

    140,905       (2,224 )     138,681  

Deferred income taxes

    6,278       2,412       8,690  

Cash provided by operating activities

    94,221             94,221  

 

13

 

 

   

As of and for the Year Ended December 31, 2019

 

(in thousands, except per share amounts)

 

As Previously

Reported

   

Adjustment

   

As Revised

 

Consolidated Balance Sheet

                       

Inventories: Concentrates, doré, and stockpiled ore

  $ 30,364     $ (286 )   $ 30,078  

Total current assets

    179,124       (286 )     178,838  

Properties, plants, equipment and mineral interests, net

    2,423,698       23,752       2,447,450  

Total assets

    2,637,308       23,466       2,660,774  

Deferred tax liability

    138,282       19,355       157,637  

Total liabilities

    944,885       19,355       964,240  

Accumulated deficit

    (353,331 )     4,111       (349,220 )

Total shareholders' equity

    1,692,423       4,111       1,696,534  

Total liabilities and shareholders' equity

    2,637,308       23,466       2,660,774  

Consolidated Statements of Operations and Comprehensive Loss

                       

Cost of sales and other direct production costs

  $ 450,349     $ (2,364 )   $ 447,985  

Depreciation, depletion and amortization

    199,518       (8,067 )     191,451  

Total cost of sales

    649,867       (10,431 )     639,436  

Gross profit

    23,399       10,431       33,830  

Loss from operations

    (57,109 )     10,431       (46,678 )

Loss before income and mining taxes

    (123,658 )     10,431       (113,227 )

Income and mining tax benefit

    24,101       (5,783 )     18,318  

Net loss

    (99,557 )     4,648       (94,909 )

Loss applicable to common shareholders

    (100,109 )     4,648       (95,461 )

Comprehensive loss

    (94,398 )     4,648       (89,750 )

Basic loss per common share after preferred dividends (in cents)

    (20.4 )     0.9       (19.5 )

Diluted loss per common share after preferred dividends (in cents)

    (20.4 )     0.9       (19.5 )
                         

Consolidated Statements of Cash Flows

                       

Net loss

    (99,557 )     4,648       (94,909 )

Depreciation, depletion and amortization

    204,475       (8,067 )     196,408  

Deferred income taxes

    5,668       3,419       9,087  

Cash provided by operating activities

    120,866             120,866  

 

14

 
   

As of and for the Year Ended December 31, 2020

 

(in thousands, except per share amounts)

 

As Previously

Reported

   

Adjustment

   

As Revised

 

Consolidated Balance Sheet

                       

Inventories: Concentrates, doré, and stockpiled ore

  $ 57,936     $ (369 )   $ 57,567  

Total current assets

    284,681       (369 )     284,312  

Properties, plants, equipment and mineral interests, net

    2,345,219       32,855       2,378,074  

Total assets

    2,667,724       32,486       2,700,210  

Accrued taxes

    8,349       (2,575 )     5,774  

Total current liabilities

    149,785       (2,575 )     147,210  

Deferred tax liability

    132,475       23,616       156,091  

Total liabilities

    965,384       21,041       986,425  

Accumulated deficit

    (379,519 )     11,445       (368,074 )

Total shareholders' equity

    1,702,340       11,445       1,713,785  

Total liabilities and shareholders' equity

    2,667,724       32,486       2,700,210  
                         

Consolidated Statements of Operations and Comprehensive Loss

                       

Cost of sales and other direct production costs

    389,040       (6,377 )     382,663  

Depreciation, depletion and amortization

    157,130       (9,020 )     148,110  

Total cost of sales

    546,170       (15,397 )     530,773  

Gross profit

    145,703       15,397       161,100  

Income from operations

    51,581       15,397       66,978  

Loss before income and mining taxes

    (16,655 )     15,397       (1,258 )

Income and mining tax provision

    (135 )     (8,064 )     (8,199 )

Net loss

    (16,790 )     7,333       (9,457 )

Loss applicable to common shareholders

    (17,342 )     7,333       (10,009 )

Comprehensive loss

    (12,369 )     7,333       (5,036 )

Basic loss per common share after preferred dividends (in cents)

    (3.3 )     1.4       (1.9 )

Diluted loss per common share after preferred dividends (in cents)

    (3.3 )     1.4       (1.9 )
                         

Consolidated Statements of Cash Flows

                       

Net loss

    (16,790 )     7,333       (9,457 )

Depreciation, depletion and amortization

    164,026       (9,020 )     155,006  

Deferred income taxes

    (5,505 )     1,687       (3,818 )

Cash provided by operating activities

    180,793             180,793  

 

15

 

 

Note 3.    Business Segments and Sales of Products

 

We discover, acquire and develop mines and other mineral interests and produce and market concentrates, carbon material and doré which contain silver, gold, lead and zinc. We are currently organized and managed in five segments, which represent our operating units: the Greens Creek unit, the Lucky Friday unit, the Casa Berardi unit, the San Sebastian exploration unit, and the Nevada Operations unit.

 

General corporate activities not associated with operating units and their various exploration activities, as well as discontinued operations and idle properties, are presented as “other.”  Interest expense, interest income and income and mining taxes are considered general corporate items, and are not allocated to our segments.

 

The following tables present information about our reportable segments for the three and nine months ended September 30, 2021 and 2020 (in thousands):

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Net sales to unaffiliated customers:

                               

Greens Creek

  $ 84,806     $ 93,494     $ 296,978     $ 232,218  

Lucky Friday

    29,783       20,812       98,550       35,097  

Casa Berardi

    56,065       53,554       185,098       149,731  

San Sebastian

          9,138       176       23,998  

Nevada Operations

    22,906       22,705       41,593       61,939  
    $ 193,560     $ 199,703     $ 622,395     $ 502,983  

Income (loss) from operations:

            Revised               Revised  

Greens Creek

  $ 26,572     $ 44,477     $ 127,605     $ 76,762  

Lucky Friday

    6,187       950       24,247       (12,388 )

Casa Berardi

    (6,233 )     1,419       4,944       5,330  

San Sebastian

    (1,727 )     1,946       (4,951 )     1,766  

Nevada Operations

    (12,077 )     5,486       (35,558 )     6,830  

Other

    (21,294 )     (17,763 )     (54,688 )     (40,249 )
    $ (8,572 )   $ 36,515     $ 61,599     $ 38,051  

 

The following table presents identifiable assets by reportable segment as of September 30, 2021 and December 31, 2020 (in thousands):

 

   

September 30, 2021

   

December 31, 2020

 

Identifiable assets:

            Revised  

Greens Creek

  $ 607,207     $ 610,360  

Lucky Friday

    512,742       520,463  

Casa Berardi

    705,328       727,008  

San Sebastian

    38,186       42,617  

Nevada Operations

    477,621       513,309  

Other

    333,333       286,453  
    $ 2,674,417     $ 2,700,210  

 

16

 

Sales of products by metal for the three- and nine-month periods ended September 30, 2021 and 2020 were as follows (in thousands):

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2021

   

2020

   

2021

   

2020

 
                                 

Silver

  $ 61,890     $ 79,684     $ 232,414     $ 179,013  

Gold

    94,984       98,457       282,471       278,363  

Lead

    18,082       13,370       56,198       32,244  

Zinc

    30,273       26,779       89,501       65,540  

Less: Smelter and refining charges

    (11,669 )     (18,587 )     (38,189 )     (52,177 )

Sales of products

  $ 193,560     $ 199,703     $ 622,395     $ 502,983  

 

Sales of products for the three- and nine-month periods ended September 30, 2021 included net gains of $5.0 million and $4.5 million, respectively, on financially-settled forward contracts for silver, gold, lead and zinc contained in our sales. Sales of products for the three- and nine-month periods ended September 30, 2020 included net losses of $9.6 million and $12.9 million, respectively, on such contracts. See Note 9 for more information.

 

 

 

Note 4.   Income and Mining Taxes

 

Major components of our income and mining tax benefit (provision) for the three and nine months ended September 30, 2021 and 2020 are as follows (in thousands):

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2021

   

2020

   

2021

   

2020

 
              Revised               Revised  

Current:

                               

Domestic

  $ (2,176 )   $ (705 )   $ (7,489 )   $ 1,690  

Foreign

    (1,578 )     (2,286 )     (4,690 )     (6,005 )

Total current income and mining tax provision

    (3,754 )     (2,991 )     (12,179 )     (7,695 )
                                 

Deferred:

                               

Domestic

    3,213       (2,761 )     8,226       (1,108 )

Foreign

    5,074       571       7,877       1,380  

Total deferred income and mining tax benefit

    8,287       (2,190 )     16,103       272  

Total income and mining tax benefit (provision)

  $ 4,533     $ (5,181 )   $ 3,924     $ (7,423 )

 

The income and mining tax benefit (provision) for the three and nine months ended September 30, 2021 and 2020 varies from the amounts that would have resulted from applying the statutory tax rates to pre-tax income due primarily to the impact of taxation in foreign jurisdictions and reversal of the valuation allowance portion related to net operating loss utilization. The valuation allowance reversed for utilization of net operating loss carryforward for the three and nine months ended September 30, 2021 totaled $1.1 million and $9.7 million, respectively.

 

 

 

Note 5.   Employee Benefit Plans

 

We sponsor defined benefit pension plans covering substantially all U.S. employees.  Net periodic pension cost for the plans consisted of the following for the three and nine months ended September 30, 2021 and 2020 (in thousands):

 

 

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Service cost

  $ 1,455     $ 1,334     $ 4,365     $ 4,002  

Interest cost

    1,248       1,404       3,744       4,212  

Expected return on plan assets

    (2,313 )     (1,872 )     (6,939 )     (5,616 )

Amortization of prior service cost

    99       29       297       87  

Amortization of net loss

    1,125       1,163       3,375       3,489  

Net periodic pension cost

  $ 1,614     $ 2,058     $ 4,842     $ 6,174  

 

For the three- and nine-month periods ended September 30, 2021 and 2020, the service cost component of net periodic pension cost is included in the same line items of our condensed consolidated financial statements as other employee compensation costs. The net expense related to all other components of net periodic pension cost of $0.2 million and $0.5 million for the three- and nine-month periods ended September 30, 2021, respectively, and $0.7 million and $2.2 million for the three- and nine-month periods ended September 30, 2020, respectively, is included in other (expense) income on our condensed consolidated statements of operations and comprehensive income (loss).

 

In January 2021, we contributed $16.8 million in shares of our common stock to our supplemental executive retirement plan, and expect to contribute approximately $0.8 million in cash during 2021. In September 2021, we contributed $5.5 million in shares of our common stock to our defined benefit pension plans. We do not expect to be required to make additional contributions to our defined benefit pension plans in 2021, but may choose to do so.

 

 

Note 6.    (Loss) Income Per Common Share

 

We calculate basic (loss) income per common share on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted (loss) income per share is calculated using the weighted average number of shares of common stock outstanding during the period plus the effect of potential dilutive common shares during the period using the treasury stock and if-converted methods.

 

Potential dilutive shares of common stock include outstanding unvested restricted stock awards, stock units, warrants and convertible preferred stock for periods in which we have reported net income. For periods in which we report net losses, potential dilutive shares of common stock are excluded, as their conversion and exercise would be anti-dilutive.

 

18

 

The following table represents net (loss) income per common share – basic and diluted (in thousands, except (loss) income per share): 

 

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2021

   

2020

   

2021

   

2020

 
              Revised               Revised  

Numerator

                               

Net (loss) income

  $ (979 )   $ 15,280     $ 23,220     $ (12,562 )

Preferred stock dividends

    (138 )     (138 )     (414 )     (414 )

Net (loss) income applicable to common shares

  $ (1,117 )   $ 15,142     $ 22,806     $ (12,976 )
                                 

Denominator

                               

Basic weighted average common shares

    536,966       529,838       535,542       526,098  

Dilutive restricted stock units, warrants and deferred shares

          5,950       6,227        

Diluted weighted average common shares

    536,966       535,788       541,769       526,098  
                                 

Basic (loss) income per common share (in cents)

    (0.2 )     2.9       4.3       (2.5 )

Diluted (loss) income per common share (in cents)

    (0.2 )     2.8       4.2       (2.5 )

 

Diluted (loss) income per share for the three and nine months ended September 30, 2021 and 2020 excludes the potential effects of outstanding shares of our convertible preferred stock, as their conversion would have no effect on the calculation of dilutive shares.

 

For the three-month period ended September 30, 2021 and nine-month period ended September 30, 2020, all restricted share units, deferred shares and warrants were excluded from the computation of diluted loss per share, as our reported loss for that period would cause their conversion and exercise to have no effect on the calculation of loss per share.  For the nine-month period ended September 30, 2021, the calculation of diluted income per common share included (i) 2,496,622 unvested restricted stock units during the period, (ii) 1,578,293 warrants to purchase one share of common stock and (iii) 2,152,578 deferred shares that were dilutive. For the three-month period ended September 30, 2020, the calculation of diluted income per common share included (i) unvested 2,499,956 restricted stock units during the period, (ii) 1,454,246 warrants to purchase one share of common stock and (iii) 1,996,112 deferred shares that were dilutive.

 

Note 7.    Stockholders Equity

 

Stock-based Compensation Plans

 

In June 2021, the board of directors granted the following restricted stock unit awards to our employees:

 

 

552,660 restricted stock units, with 177,872 of those vesting in June 2022, 177,878 vesting in June 2023, and 196,910 vesting in June 2024;

 

47,590 restricted stock units, with one half of those vesting in each of June 2022 and June 2023, respectively; and

 

29,187 restricted stock units that vest in June 2022.

 

Stock-based compensation expense will be recognized on a straight-line basis over the vesting period of the respective award. Total stock-based compensation expense of $5.0 million related to the above awards will be recognized as follows: $1.7 million, $2.2 million, $0.9 million and $0.2 million during 2021, 2022, 2023 and 2024, respectively.

 

In June 2021, the board of directors granted performance-based share awards to certain executive employees.  The value of the awards (if any) will be based on the ranking of the market performance of our common stock relative to that of a group of peer companies over the three-year measurement period ending December 31, 2023.  The number of shares to be issued will be based on the value of the awards divided by the share price at grant date.  The expense related to the performance-based awards will be recognized on a straight-line basis over the thirty months following the date of the award.  A total of between zero and approximately 1.2 million shares will be issued based on the value of performance-based share awards granted in June 2019 and having a measurement period ending on December 31, 2021.

 

19

 

Stock-based compensation expense for restricted stock unit and performance-based grants to employees and shares issued to non-employee directors totaled $1.5 million and $4.8 million in the third quarter and first nine months of 2021, respectively, and $2.8 million and $5.2 million in the third quarter and first nine months of 2020, respectively.

 

In connection with the vesting of restricted stock units and other stock grants, employees have in the past, at their election and when permitted by us, chosen to satisfy their minimum tax withholding obligations through net share settlement, pursuant to which the Company withholds, and retains as treasury stock, the number of shares necessary to satisfy such withholding obligations and pays the obligations in cash.  As a result, in the first nine months of 2021 we withheld 574,251 shares valued at approximately $4.5 million, or approximately $7.88 per share. In the first nine months of 2020 we withheld 1,183,773 shares valued at approximately $2.7 million, or approximately $2.32 per share.

 

Common Stock Dividends

 

In each of May and September 2021, our Board of Directors approved an increase in our silver-linked dividend policy by 1 cent per year, and in September 2021 also approved a reduction in the minimum realized silver price threshold to $20 from $25 per ounce. We realized silver prices of $25.66, $27.14 and $23.97 in the first, second and third quarters of 2021, respectively, thus satisfying the criterion for the silver-linked dividend component of our common stock dividend policy. As a result, on May 5, 2021 and August 4, 2021, our Board of Directors declared quarterly cash dividends of 1.125 cents per share of common stock, consisting of 0.375 cent per share for the minimum dividend component and 0.75 cent per share for the silver-linked dividend component of our dividend policy, and on November 3, 2021, declared a quarterly cash dividend of 0.625 cent per share of common stock, consisting of 0.375 cent per share for the minimum dividend component and 0.25 cent per share for the silver-linked dividend component of our dividend policy. In total, dividends of $6.0 million were paid in each of June and September 2021, and $3.4 million in dividends is expected to be paid in December 2021. For illustrative purposes only, the table below summarizes potential dividend amounts under our dividend policy.

 

Quarterly Average

Realized Silver

Price ($ per

ounce)

   

Quarterly Silver-

Linked Dividend

(cents per share)

   

Annualized Silver-

Linked Dividend

(cents per share)

   

Annualized

Minimum

Dividend

(cents per

share)

   

Annualized

Dividends per

Share: Silver-

Linked and

Minimum (cents per

share)

 
  $20       0.25       1       1.5       2.5  
  $25       1       4       1.5       5.5  
  $30       1.5       6       1.5       7.5  
  $35       2.5       10       1.5       11.5  
  $40       3.5       14       1.5       15.5  
  $45       4.5       18       1.5       19.5  
  $50       5.5       22       1.5       23.5  

 

At-The-Market Equity Distribution Agreement

 

Pursuant to an equity distribution agreement dated February 18, 2021, we may offer and sell up to 60 million shares of our common stock from time to time to or through sales agents. Sales of the shares, if any, will be made by means of ordinary brokers transactions or as otherwise agreed between the Company and the agents as principals. Whether or not we engage in sales from time to time may depend on a variety of factors, including share price, our cash resources, customary black-out restrictions, and whether we have any material inside information. The agreement can be terminated by us at any time. Any shares issued under the equity distribution agreement are registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3. No shares have been sold under the agreement as of September 30, 2021.

 

 

 

Note 8.    Debt, Credit Facility and Leases

 

Our debt as of September 30, 2021 and December 31, 2020 consisted of our 7.25% Senior Notes due February 15, 2028 ("Senior Notes”) and our Series 2020-A Senior Notes due July 9, 2025 (the “IQ Notes”). The following tables summarize our long-term debt balances, excluding interest, as of September 30, 2021 and December 31, 2020 (in thousands):

 

   

September 30, 2021

 
   

Senior Notes

   

IQ Notes

   

Total

 

Principal

  $ 475,000     $ 37,862     $ 512,862  

Unamortized discount/premium and issuance costs

    (5,779 )     629       (5,150 )

Long-term debt balance

  $ 469,221     $ 38,491     $ 507,712  

 

   

December 31, 2020

 
   

Senior Notes

   

IQ Notes

   

Total

 

Principal

  $ 475,000     $ 37,886     $ 512,886  

Unamortized discount/premium and issuance costs

    (6,462 )     818       (5,644 )

Long-term debt balance

  $ 468,538     $ 38,704     $ 507,242  

 

The following table summarizes the scheduled annual future payments, including interest, for our Senior Notes, IQ Notes, and finance and operating leases as of September 30, 2021 (in thousands). The amounts for the IQ Notes are stated in U.S. dollars (“USD”) based on the USD/Canadian dollar (“CAD”) exchange rate as of September 30, 2021.

 

Twelve-month

period ending

September 30,

 

Senior Notes

   

IQ Notes

   

Finance Leases

   

Operating Leases

 

2022

  $ 34,438     $ 2,467     $ 6,336     $ 3,166  

2023

    34,438       2,467       4,590       2,590  

2024

    34,438       2,467       3,313       1,037  

2025

    34,438       2,467       855       533  

2026

    34,438       37,301             524  

Thereafter

    522,349                   1,953  

Total

  $ 694,539     $ 47,169     $ 15,094     $ 9,803  

 

Credit Facility

 

In July 2018, we entered into a $250 million senior secured revolving credit facility which has a term ending on February 7, 2023. As of September 30, 2021 and December 31, 2020, no amounts were outstanding under the facility.

 

We are also able to obtain letters of credit under the facility, and for any such letters we are required to pay a participation fee of between 2.25% and 4.00% of the amount of the letters of credit based on our total leverage ratio, as well as a fronting fee to each issuing bank of 0.20% annually on the average daily dollar amount of any outstanding letters of credit. There were $21.0 million in letters of credit outstanding as of September 30, 2021.

 

We believe we were in compliance with all covenants under the credit agreement as of September 30, 2021. 

 

 

 

Note 9.    Derivative Instruments

 

General

 

Our current risk management policy provides that up to 75% of:

 

 

our future foreign currency-related operating cost exposure for five years into the future may be hedged and for potential additional programs to manage other foreign currency-related exposure areas;

 

our planned lead and zinc metals price exposure for five years into the future, with certain other limitations, may be covered under derivatives programs that would establish prices to be realized on future metals sales; and

 

our planned silver and gold metals price exposure for five years into the future, with certain other limitations, may be covered under derivatives programs that would establish a floor, but not a ceiling, for prices to be realized on future metals sales. We currently do not utilize this program.

 

In addition, our risk management policy provides that price exposure between the time of shipment and final settlement on silver, gold, lead and zinc contained in our concentrate shipments may be covered under derivatives programs that would establish prices to be realized on those sales.

 

These instruments expose us to (i) credit risk in the form of non-performance by counterparties for contracts in which the contract price exceeds the spot price of the hedged commodity or foreign currency and (ii) price risk to the extent that the spot price exceeds the contract price for quantities of our production and/or forecasted costs covered under contract positions.

 

Foreign Currency

 

Our wholly-owned subsidiary owning the Casa Berardi operation is a USD-functional currency entity which routinely incurs expenses denominated in CAD. Such expenses expose us to exchange rate fluctuations between the USD and CAD. We have a program to manage our exposure to fluctuations in the exchange rate between the USD and CAD for this subsidiary’s future operating costs denominated in CAD. The program utilizes forward contracts to buy CAD, and each contract is designated as a cash flow hedge. As of September 30, 2021, we have 73 forward contracts outstanding to buy a total of CAD$245.6 million having a notional amount of USD$187.7 million. The CAD contracts are related to forecasted cash operating costs at Casa Berardi to be incurred from 2021 through 2025 and have CAD-to-USD exchange rates ranging between 1.2702 and 1.3753.

 

As of September 30, 2021 and December 31, 2020, we recorded the following balances for the fair value of the contracts (in millions):

 

   

September 30,

   

December 31,

 

Balance sheet line item:

 

2021

   

2020

 

Current derivatives assets

  $ 2.5     $ 3.5  

Non-current derivatives assets

    2.2       4.2  

Current derivatives liability

           

Non-current derivative liability

    0.2        

 

Net unrealized gains of approximately $4.8 million related to the effective portion of the hedges were included in accumulated other comprehensive loss as of September 30, 2021. Unrealized gains and losses will be transferred from accumulated other comprehensive loss to current earnings as the underlying operating expenses are recognized. We estimate approximately $2.7 million in net unrealized gains included in accumulated other comprehensive loss as of September 30, 2021 will be reclassified to current earnings in the next twelve months. Net realized gains of approximately $3.5 million on contracts related to underlying expenses which have been recognized were transferred from accumulated other comprehensive loss and included in cost of sales and other direct production costs for the nine months ended September 30, 2021. No net unrealized gains or losses related to ineffectiveness of the hedges were included in current earnings for the nine months ended September 30, 2021.

 

22

 

Metals Prices

 

We are currently using financially-settled forward contracts to manage the exposure to:

 

changes in prices of silver, gold, zinc and lead contained in our concentrate shipments between the time of shipment and final settlement; and

 

changes in prices of zinc and lead (but not silver and gold) contained in our forecasted future concentrate shipments.

 

The following tables summarize the quantities of metals committed under forward sales contracts at September 30, 2021 and December 31, 2020:

September 30, 2021

 

Ounces/pounds under contract (in 000s)

   

Average price per ounce/pound

 
   

Silver

   

Gold

   

Zinc

   

Lead

   

Silver

   

Gold

   

Zinc

   

Lead

 
   

(ounces)

   

(ounces)

   

(pounds)

   

(pounds)

   

(ounces)

   

(ounces)

   

(pounds)

   

(pounds)

 

Contracts on provisional sales

                                                               

2021 settlements

    1,190       4       20,867       9,866     $ 23.15     $ 1,776     $ 1.35     $ 1.01  

Contracts on forecasted sales

                                                               

2021 settlements

                7,771       6,779       N/A       N/A     $ 1.26     $ 0.94  

2022 settlements

                60,043       63,769       N/A       N/A     $ 1.28     $ 0.98  

2023 settlements

                76,280       70,327       N/A       N/A     $ 1.29     $ 1.00  

2024 settlements

                43,762             N/A       N/A     $ 1.31       N/A  

 

December 31, 2020

 

Ounces/pounds under contract (in 000s)

   

Average price per ounce/pound

 
   

Silver

   

Gold

   

Zinc

   

Lead

   

Silver

   

Gold

   

Zinc

   

Lead

 
   

(ounces)

   

(ounces)

   

(pounds)

   

(pounds)

   

(ounces)

   

(ounces)

   

(pounds)

   

(pounds)

 

Contracts on provisional sales

                                                               

2021 settlements

    1,282       4       23,314       4,905     $ 25.00     $ 1,858     $ 1.19     $ 0.90  

Contracts on forecasted sales

                                                               

2021 settlements

                41,577       30,876       N/A       N/A     $ 1.17     $ 0.88  

2022 settlements

                18,519             N/A       N/A     $ 1.28       N/A  

 

As of September 30, 2021, these forward contracts are not designated as hedges for accounting purposes and are adjusted to fair value through earnings each period.  Effective in the fourth quarter of 2021, we anticipate designating as hedges forwards contracts utilized to manage exposure to prices for forecasted future zinc and lead sales. As a result, unrealized gains and losses related to the effective portion of the hedges for the designated contracts will be included in accumulated other comprehensive loss, and then transferred from accumulated other comprehensive loss to current earnings as the underlying sales are recognized.

 

23

 

We recorded the following balances for the fair value of the forward contracts as of September 30, 2021 and forward and put option contracts as of December 31, 2020 (in millions):

 

   

September 30, 2021

   

December 31, 2020

 

Balance sheet line item:

 

Contracts in an

asset position

   

Contracts in

a liability

position

   

Net asset

(liability)

   

Contracts in

an asset

position

   

Contracts in a

liability

position

   

Net asset

(liability)

 

Current derivatives assets

  $ 3.1     $ (0.4 )   $ 2.7     $ 0.2     $ (0.2 )   $  

Non-current derivatives assets

    7.1       (2.5 )     4.6       0.5       (0.1 )     0.4  

Current derivatives liabilities

    0.3       (4.4 )     (4.1 )     0.1       (11.8 )     (11.7 )

Non-current derivatives liabilities

    1.2       (1.8 )     (0.6 )                  

 

We recognized net gains of $5.0 million and $4.5 million during the third quarter and first nine months of 2021, respectively, and net losses of $9.6 million and $12.9 million during the third quarter and first nine months of 2020, respectively, on the contracts utilized to manage exposure to prices of metals in our concentrate shipments, which is included in sales of products.  The net gains and/or losses recognized on the contracts offset gains and/or losses related to price adjustments on our provisional concentrate sales due to changes to silver, gold, lead and zinc prices between the time of sale and final settlement.

 

We recognized a net gain of $12.1 million and net loss of $4.7 million during the third quarter and first nine months of 2021, respectively, and net losses of $6.7 million and $12.8 million during the third quarter and first nine months of 2020, respectively, on the contracts utilized to manage exposure to prices for forecasted future sales. The net losses on these contracts are included as a separate line item under other income (expense), as they relate to forecasted future sales, as opposed to sales that have already taken place but are subject to final pricing as discussed in the preceding paragraph.  The net losses in the 2021 periods were the result of increasing zinc and lead prices, while the net losses for the 2020 periods were the result of increasing silver, gold and zinc prices, partially offset by decreasing lead prices.

 

Credit-risk-related Contingent Features

 

Certain of our derivative contracts contain cross default provisions which provide that a default under our revolving credit agreement would cause a default under the derivative contract. As of September 30, 2021, we have not posted any collateral related to these contracts. The fair value of derivatives in a net liability position related to these agreements was $9.3 million as of September 30, 2021, which includes accrued interest but excludes any adjustment for nonperformance risk. If we were in breach of any of these provisions at September 30, 2021, we could have been required to settle our obligations under the agreements at their termination value of $9.3 million.

 

 

Note 10.    Fair Value Measurement

 

Accounting guidance has established a hierarchy for inputs used to measure assets and liabilities at fair value on a recurring basis. The three levels included in the hierarchy are:

 

Level 1: quoted prices in active markets for identical assets or liabilities;

 

Level 2: significant other observable inputs; and

 

Level 3: significant unobservable inputs.

 

24

 

The table below sets forth our assets and liabilities that were accounted for at fair value on a recurring basis and the fair value calculation input hierarchy level that we have determined applies to each asset and liability category (in thousands).  

 

Description

 

Balance at

September 30, 2021

   

Balance at

December 31, 2020

 

Input

Hierarchy Level

Assets:

                 

Cash and cash equivalents:

                 

Money market funds and other bank deposits

  $ 190,904     $ 129,830  

Level 1

Current and non-current investments:

                 

Equity securities

    8,030       19,389  

Level 1

Trade accounts receivable:

                 

Receivables from provisional concentrate sales

    32,821       27,864  

Level 2

Restricted cash balances:

                 

Certificates of deposit and other deposits

    1,053       1,053  

Level 1

Derivative contracts - current and non-current derivative assets:

                 

Foreign exchange contracts

    4,655       7,647  

Level 2

Metal forward and put option contracts

    7,313       381  

Level 2

Total assets

  $ 244,776     $ 186,164    
                   

Liabilities:

                 

Derivative contracts - current derivatives liabilities and other non-current liabilities:

                 

Foreign exchange contracts

  $ 200     $ 19  

Level 2

Metal forward and put option contracts

    4,731       11,737  

Level 2

Total liabilities

  $ 4,931     $ 11,756    

 

Cash and cash equivalents consist primarily of money market funds and are valued at cost, which approximates fair value, and a small portion consists of municipal bonds having maturities of less than 90 days, which are recorded at fair value.

 

Current and non-current restricted cash balances consist primarily of certificates of deposit, U.S. Treasury securities, and other deposits and are valued at cost, which approximates fair value.

 

Our non-current available for sale securities consist of marketable equity securities of companies in the mining industry which are valued using quoted market prices for each security.

 

Trade accounts receivable from provisional concentrate sales are subject to final pricing and valued using quoted prices based on forward curves for the particular metals.  The embedded derivative contained in our concentrate sales is adjusted to fair market value through earnings each period prior to final settlement.

 

We use financially-settled forward contracts to manage exposure to changes in the exchange rate between USD and CAD, and the impact on CAD-denominated operating costs incurred at our Casa Berardi unit (see Note 9 for more information). The fair value of each contract represents the present value of the difference between the forward exchange rate for the contract settlement period as of the measurement date and the contract settlement exchange rate.

 

We use financially-settled forward contracts to manage the exposure to changes in prices of silver, gold, zinc and lead contained in our concentrate shipments that have not reached final settlement.  We also use financially-settled forward and put option contracts to manage the exposure to changes in prices of silver, gold, zinc and lead contained in our forecasted future sales (see Note 9 for more information).  The fair value of each forward contract represents the present value of the difference between the forward metal price for the contract settlement period as of the measurement date and the contract settlement metal price. The fair value of each put option contract is measured using the Black-Scholes pricing model, with inputs for the period-end metal price and assumed metal price volatility and discount rate.

 

25

 

At September 30, 2021, our Senior Notes, which had a carrying value of $469.2 million, net of unamortized initial purchaser discount and issuance costs, had a fair value of $513.2 million. Quoted market prices, which we consider to be Level 1 inputs, are utilized to estimate fair values of the Senior Notes. See Note 8 for more information.

 

 

Note 11.    Commitments, Contingencies and Obligations

 

General

 

We follow GAAP guidance in determining our accruals and disclosures with respect to loss contingencies, and evaluate such accruals and contingencies for each reporting period. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

 

Johnny M Mine Area near San Mateo, McKinley County and San Mateo Creek Basin, New Mexico

 

In May 2011, the EPA made a formal request to Hecla Mining Company for information regarding the Johnny M Mine Area near San Mateo, McKinley County, New Mexico, and asserted that Hecla Mining Company may be responsible under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) for environmental remediation and past costs the EPA has incurred at the site. Mining at the Johnny M Mine was conducted for a limited period of time by a predecessor of our subsidiary, Hecla Limited. In August 2012, Hecla Limited and the EPA entered into a Settlement Agreement and Administrative Order on Consent for Removal Action (“Consent Order”), pursuant to which Hecla Limited agreed to pay (i) $1.1 million to the EPA for its past response costs at the site and (ii) any future response costs at the site under the Consent Order, in exchange for a covenant not to sue by the EPA. Hecla Limited paid the $1.1 million to the EPA for its past response costs and in December 2014 submitted to EPA the Engineering Evaluation and Cost Analysis (“EE/CA”) for the site which recommended on-site disposal of mine-related material. In January 2021, the EPA contacted Hecla Limited to begin negotiations on a new consent order to design and implement the on-site disposal response action recommended in the EE/CA. Based on the foregoing, we believe it is probable that Hecla Limited will incur a liability for the CERCLA removal action and we increased our accrual to $9.0 million in the first quarter of 2021 ($6.1 million at December 31, 2020) primarily representing estimated costs to begin design and implementation of the remedy. It is possible that Hecla Limited’s liability will be more than $9.0 million, and any increase in liability could have a material adverse effect on Hecla Limited’s or our results of operations or financial position.

 

The Johnny M Mine is in an area known as the San Mateo Creek Basin (“SMCB”), which is an approximately 321 square mile area in New Mexico that contains numerous legacy uranium mines and mills. In addition to Johnny M, Hecla Limited’s predecessor was involved at other mining sites within the SMCB. The EPA appears to have deferred consideration of listing the SMCB site on CERCLA’s National Priorities List (“Superfund”) by removing the site from its emphasis list, and is working with various potentially responsible parties (“PRPs”) at the site in order to study and potentially address perceived groundwater issues within the SMCB. The EE/CA discussed above relates primarily to contaminated rock and soil at the Johnny M site, not groundwater and not elsewhere within the SMCB site. It is possible that Hecla Limited’s liability at the Johnny M Site, and for any other mine site within the SMCB at which Hecla Limited’s predecessor may have operated, will be greater than our current accrual of $9.0 million due to the increased scope of required remediation.

 

In July 2018, the EPA informed Hecla Limited that it and several other PRPs may be liable for cleanup of the SMCB site or for costs incurred by the EPA in cleaning up the site. The EPA stated it has incurred approximately $9.6 million in response costs to date. Hecla Limited cannot with reasonable certainty estimate the amount or range of liability, if any, relating to this matter because of, among other reasons, the lack of information concerning the site, including the relative contributions of contamination by the various PRPs.

 

26

 

Carpenter Snow Creek and Barker-Hughesville Sites in Montana

 

In July 2010, the EPA made a formal request to Hecla Mining Company for information regarding the Carpenter Snow Creek Superfund site located in Cascade County, Montana. The Carpenter Snow Creek site is located in a historic mining district, and in the early 1980s Hecla Limited leased 6 mining claims and performed limited exploration activities at the site. Hecla Limited terminated the mining lease in 1988.

 

In June 2011, the EPA informed Hecla Limited that it believes Hecla Limited, and several other PRPs, may be liable for cleanup of the site or for costs incurred by the EPA in cleaning up the site. The EPA stated in the letter that it has incurred approximately $4.5 million in response costs and estimated that total remediation costs may exceed $100 million. Hecla Limited cannot with reasonable certainty estimate the amount or range of liability, if any, relating to this matter because of, among other reasons, the lack of information concerning the site, including the relative contributions of contamination by various other PRPs.

 

In February 2017, the EPA made a formal request to Hecla Mining Company for information regarding the Barker-Hughesville Mining District Superfund site located in Judith Basin and Cascade Counties, Montana. Hecla Limited submitted a response in April 2017. The Barker-Hughesville site is located in a historic mining district, and between approximately June and December 1983, Hecla Limited was party to an agreement with another mining company under which limited exploration activities occurred at or near the site.

 

In August 2018, the EPA informed Hecla Limited that it and several other PRPs may be liable for cleanup of the site or for costs incurred by the EPA in cleaning up the site. The EPA did not include an amount of its alleged response costs to date. Hecla Limited cannot with reasonable certainty estimate the amount or range of liability, if any, relating to this matter because of, among other reasons, the lack of information concerning past or anticipated future costs at the site and the relative contributions of contamination by various other PRPs.

 

Litigation Related to Klondex Acquisition

 

On May 24, 2019, a purported Hecla stockholder filed a putative class action lawsuit in U.S. District Court for the Southern District of New York against Hecla and certain of our executive officers, one of whom is also a director. The complaint, purportedly brought on behalf of all purchasers of Hecla common stock from March 19, 2018 through and including May 8, 2019, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and seeks, among other things, damages and costs and expenses. Specifically, the complaint alleges that Hecla, under the authority and control of the individual defendants, made certain material false and misleading statements and omitted certain material information regarding Hecla’s Nevada Operations unit. The complaint alleges that these misstatements and omissions artificially inflated the market price of Hecla common stock during the class period, thus purportedly harming investors. Filings with the court regarding our motion to dismiss the lawsuit were completed in the first quarter of 2021. We cannot predict the outcome of this lawsuit or estimate damages if plaintiffs were to prevail. We believe that these claims are without merit and intend to defend them vigorously.

 

Debt

 

See Note 8 for information on the commitments related to our debt arrangements as of September 30, 2021.

 

27

 

Other Commitments

 

Our contractual obligations as of September 30, 2021 included approximately $0.7 million for various costs. In addition, our open purchase orders at September 30, 2021 included approximately $8.5 million, $0.5 million, $5.5 million and $4.7 million for various capital and non-capital items at the Lucky Friday, Casa Berardi, Greens Creek and Nevada Operations units, respectively. We also have total commitments of approximately $15.1 million relating to scheduled payments on finance leases, including interest, primarily for equipment at our Greens Creek, Lucky Friday, Casa Berardi and Nevada Operations units, and total commitments of approximately $9.8 million relating to payments on operating leases (see Note 8 for more information). As part of our ongoing business and operations, we are required to provide surety bonds, bank letters of credit, and restricted deposits for various purposes, including financial support for environmental reclamation obligations and workers compensation programs. As of September 30, 2021, we had surety bonds totaling $182.6 million and letters of credit totaling $21.0 million in place as financial support for future reclamation and closure costs, self-insurance, and employee benefit plans. The obligations associated with these instruments are generally related to performance requirements that we address through ongoing operations. As the requirements are met, the beneficiary of the associated instruments cancels or returns the instrument to the issuing entity. Certain of these instruments are associated with operating sites with long-lived assets and will remain outstanding until closure of the sites. We believe we are in compliance with all applicable bonding requirements and will be able to satisfy future bonding requirements as they arise.

 

Other Contingencies

 

We also have certain other contingencies resulting from litigation, claims, EPA investigations, and other commitments and are subject to a variety of environmental and safety laws and regulations incident to the ordinary course of business. We currently have no basis to conclude that any or all of such contingencies will materially affect our financial position, results of operations or cash flows. However, in the future, there may be changes to these contingencies, or additional contingencies may occur, any of which might result in an accrual or a change in current accruals recorded by us, and there can be no assurance that their ultimate disposition will not have a material adverse effect on our financial position, results of operations or cash flows.

 

 

 

Note 12.    Developments in Accounting Pronouncements

 

Accounting Standards Updates Adopted

 

In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The update is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We adopted the update as of January 1, 2021, which did not have a material impact on our consolidated financial statements or disclosures.

 

Accounting Standards Updates to Become Effective in Future Periods

 

In August 2020, the FASB issued ASU No. 2020-06 Debt - Debt with Conversion and Other Options (Subtopic

470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and with early adoption permitted. We are evaluating the impact of this update on our consolidated financial statements.

 

 

Forward Looking Statements

 

Certain statements contained in this Form 10-Q, including in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk, are intended to be covered by the safe harbor provided for under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Our forward-looking statements include our current expectations and projections about future results, performance, results of litigation, prospects and opportunities, including reserves and other mineralization. We have tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “feel,” “plan,” “estimate,” “project,” “forecast” and similar expressions.  These forward-looking statements are based on information currently available to us and are expressed in good faith and believed to have a reasonable basis.  However, our forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

 

28

 

These risks, uncertainties and other factors include, but are not limited to, those set forth under Part I, Item 1A. – Risk Factors in our annual report filed on Form 10-K for the year ended December 31, 2020 ("2020 Form 10-K"). Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements.  All subsequent written and oral forward-looking statements attributable to Hecla Mining Company or to persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.  Except as required by federal securities laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

 

Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations

 

In this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), “Hecla,” “the Company,” “we,” “us” and “our” refer to Hecla Mining Company and its consolidated subsidiaries, except where the context requires otherwise. You should read this discussion in conjunction with our consolidated financial statements, the related MD&A and the discussion of our Business and Properties in our 2020 Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”). The results of operations reported and summarized below are not necessarily indicative of future operating results (refer to “Forward-Looking Statements” above for further discussion). References to “Notes” are Notes included in our Notes to Condensed Consolidated Financial Statements (Unaudited). Throughout MD&A, all references to losses or income per share are on a diluted basis.

 

Overview

 

Established in 1891 in northern Idaho’s Silver Valley, we believe we are the oldest operating precious metals mining company and the largest silver producer in the United States. Our corporate offices are in Coeur d’Alene, Idaho and Vancouver, British Columbia. Our production profile includes:

 

 

concentrates containing silver, gold, lead and zinc, which are shipped to various smelters or sold to metal traders;

 

 

unrefined doré containing gold and silver, which is sold to refiners or further refined before sale of the metals to traders; and

 

 

carbon material containing gold and silver, which is sold to third-party processors.

 

Our operating properties comprise our five business segments for financial reporting purposes: the Greens Creek operating unit on Admiralty Island in Alaska, the Lucky Friday operating unit in Idaho, the Casa Berardi operating unit in Quebec, Canada, the San Sebastian exploration unit in Durango, Mexico, and the Nevada Operations unit in northern Nevada. Since our operating mines are located in the United States, Canada, and Mexico, we believe they have low or relatively moderate political risk, and less economic risk than mines located in other parts of the world. Our exploration interests are also in the United States, Canada, and Mexico, and are located in historical mining districts. The map below shows the locations of our operating units, our exploration and pre-development projects, as well as our corporate offices located in Coeur d'Alene, Idaho and Vancouver, British Columbia.

 

 

MAP01.JPG

 

 

Our current business strategy is to focus our financial and human resources in the following areas:

 

 

rapidly responding to the threats from the COVID-19 pandemic to protect our workforce, operations and communities while maintaining liquidity;

 

operating our properties safely, in an environmentally responsible manner, and cost-effectively;

 

improving operations at our units, which includes incurring costs for new mining methods, technologies and equipment that may not result in measurable benefits;

 

expanding our proven and probable reserves and production capacity at our units;

 

conducting our business with financial stewardship to preserve our financial position in varying metals price and operational environments;

 

anticipate net zero scope 1 and scope 2 emissions in 2021 with the purchase of carbon credits in the third quarter of 2021;
 

advancing permitting of one or both of our Montana projects;

 

maintaining and investing in exploration and pre-development projects in the vicinities of eleven mining districts and projects we believe to be under-explored and under-invested: North Idaho’s Silver Valley in the historic Coeur d'Alene Mining District; our Greens Creek unit on Alaska’s Admiralty Island located near Juneau; the silver-producing district near Durango, Mexico; in the vicinity of our Casa Berardi mine and the Heva-Hosco project in the Abitibi region of northwestern Quebec, Canada; our projects located in two districts in northern Nevada; our projects in northwestern Montana; the Kinskuch property in British Columbia, Canada; the Republic district in northeastern Washington; and the Creede district of southwestern Colorado; and

 

 

 

continuing to seek opportunities to acquire or invest in mining properties and companies.

 

The COVID-19 outbreak impacted our operations in 2020, including adversely impacting our expected production of gold at Casa Berardi, and has continued to impact our operations in 2021, including in the third quarter.  We incurred additional costs of approximately $1.0 million in the first nine months of 2021 and $2.3 million for the full year of 2020 related to quarantining employees at Greens Creek, which started in late March 2020 and was discontinued in the second quarter of 2021. In addition, silver production at Greens Creek in the third quarter of 2021 was 30% lower than in the third quarter of 2020 due to reduced ore grades as a result of mine sequencing, which was impacted by manpower challenges due to COVID-19 and increased competition for labor which we expect to mitigate through schedule changes and other means.  See each segment section below for information on how those operations have been impacted by COVID-19. To mitigate the impact of COVID-19, we have taken precautionary measures, including implementing operational plans and practices. As long as they are required, the operational practices implemented could continue to have an adverse impact on our operating results due to additional costs or deferred production and revenues.  We anticipate continuing to incur COVID mitigation costs at Casa Berardi and experience potential manpower challenges at Greens Creek in the fourth quarter of 2021, and there is uncertainty related to the potential additional impacts COVID-19 could have on our operations and financial results for that period.  In our 2020 Form 10-K, see Item IA. Risk Factors - Natural disasters, public health crises (including COVID-19), political crises, and other catastrophic events or other events outside of our control may materially and adversely affect our business or financial results and COVID-19 virus pandemic may heighten other risks for information on how restrictions related to COVID-19 have recently affected some of our operations

 

A number of key factors may impact the execution of our strategy, including regulatory issues and metals prices. Metals prices can be very volatile and are influenced by a number of factors beyond our control (except on a limited basis through the use of derivative contracts). See Item 7. Critical Accounting Estimates in our 2020 Form 10-K. The average realized prices of silver, gold, lead and zinc were higher in the first nine months of 2021 than in the comparable period last year, as illustrated by the table in Results of Operations below. While we believe longer-term global economic and industrial trends could result in continued demand for the metals we produce, prices have been volatile and there can be no assurance that current prices will continue.

 

Volatility in global financial markets and other factors can pose a significant challenge to our ability to access credit and equity markets, should we need to do so, and to predict sales prices for our products. To help mitigate this challenge, we utilize forward contracts to manage exposure to declines in the prices of (i) silver, gold, zinc and lead contained in our concentrates that have been shipped but have not yet settled, and (ii) the zinc and lead content that we forecast in future concentrate shipments. We have also utilized put option contracts to manage exposure to declines in the prices of silver and gold in our forecasted future sales of those metals. In addition, we have in place a $250 million revolving credit agreement, of which $21.0 million was used as of September 30, 2021 for letters of credit, leaving approximately $229.0 million available for borrowing.

 

We strive to achieve excellent mine safety and health performance. We seek to implement this goal by: training employees in safe work practices; establishing, following and improving safety standards; investigating accidents, incidents and losses to avoid recurrence; involving employees in the establishment of safety standards; and participating in the National Mining Association’s CORESafety program. We attempt to implement reasonable best practices with respect to mine safety and emergency preparedness. We respond to issues outlined in MSHA's investigations and inspections and continue to evaluate our safety practices. There can be no assurance that our practices will mitigate or eliminate all safety risks. Achieving and maintaining compliance with MSHA regulations will be challenging and may increase our operating costs. See Item 1A. Risk Factors - We face substantial governmental regulation, including the Mine Safety and Health Act, various environmental laws and regulations and the 1872 Mining Law in our 2020 Form 10-K.

 

Another challenge for us is the risk associated with environmental litigation and ongoing reclamation activities. As described in Item 1A. Risk Factors in our 2020 Form 10-K and in Note 11 of Notes to Condensed Consolidated Financial Statements (Unaudited), it is possible that our estimate of these liabilities may change in the future, affecting our strategic plans.  We are involved in various environmental legal matters and the estimate of our environmental liabilities and liquidity needs, as well as our strategic plans, may be significantly impacted as a result of these matters or new matters that may arise.  For example, the Rock Creek project received an adverse court decision in April 2021 which could impact our strategic plan to permit, develop or operate that project, at least with respect to timing.  We strive for compliance with applicable laws and regulations and attempt to resolve environmental litigation on terms as favorable to us as possible.

 

 

Consolidated Results of Operations

 

Sales of products by metal for the three- and nine-month periods ended September 30, 2021 and 2020 were as follows:

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 

(in thousands)

 

2021

   

2020

   

2021

   

2020

 

Silver

  $ 61,890     $ 79,684     $ 232,414     $ 179,013  

Gold

    94,984       98,457       282,471       278,363  

Lead

    18,082       13,370       56,198       32,244  

Zinc

    30,273       26,779       89,501       65,540  

Less: Smelter and refining charges

    (11,669 )     (18,587 )     (38,189 )     (52,177 )

Sales of products

  $ 193,560     $ 199,703     $ 622,395     $ 502,983  

 

The fluctuations in sales in the third quarter and first nine months of 2021 compared to the same periods of 2020 are primarily due to the following two reasons:

 

 

Lower average realized silver and gold prices, and higher average realized lead and zinc prices, in the third quarter of 2021 compared to the same period in 2020. Average realized silver, gold, lead and zinc prices were higher in the first nine months of 2021 compared to the same period in 2020. These price variances are illustrated in the table below.

 

     

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
     

2021

   

2020

   

2021

   

2020

 

Silver –

London PM Fix ($/ounce)

  $ 24.36     $ 24.40     $ 25.78     $ 19.22  
 

Realized price per ounce

  $ 23.97     $ 25.32     $ 25.75     $ 19.72  

Gold –

London PM Fix ($/ounce)

  $ 1,789     $ 1,911     $ 1,801     $ 1,735  
 

Realized price per ounce

  $ 1,792     $ 1,929     $ 1,794     $ 1,745  

Lead –

LME Final Cash Buyer ($/pound)

  $ 1.06     $ 0.85     $ 0.98     $ 0.81  
 

Realized price per pound

  $ 1.02     $ 0.86     $ 1.00     $ 0.81  

Zinc –

LME Final Cash Buyer ($/pound)

  $ 1.36     $ 1.06     $ 1.31     $ 0.97  
 

Realized price per pound

  $ 1.35     $ 1.04     $ 1.34     $ 0.94  

 

Average realized prices typically differ from average market prices primarily because concentrate sales are generally recorded as revenues at the time of shipment at forward prices for the estimated month of settlement, which differ from average market prices.  Due to the time elapsed between shipment of concentrates and final settlement with the customers, we must estimate the prices at which sales of our metals will be settled.  Previously recorded sales are adjusted to estimated settlement metals prices each period through final settlement.  For the third quarter and first nine months of 2021, we recorded net positive price adjustments to provisional settlements of $0.1 million and $3.7 million, respectively, compared to a net negative price adjustment to provisional settlements of $4.3 million and net positive price adjustment of $5.3 million, respectively, in the comparable 2020 periods. The price adjustments related to silver, gold, lead and zinc contained in our concentrate shipments were partially offset by gains and losses on forward contracts for those metals. See Note 9 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information.  The gains and losses on these contracts are included in revenues and impact the realized prices for silver, gold, lead and zinc.  Realized prices are calculated by dividing gross revenues for each metal (which include the price adjustments and gains and losses on the forward contracts discussed above) by the payable quantities of each metal included in concentrate, doré and carbon material shipped during the period.

 

 

 

Lower quantities of silver and zinc sold, partially offset by higher gold and lead volume, in the third quarter of 2021 compared to the third quarter of 2020. For the first nine months of 2021, sales volumes for all payable metals except lead were lower compared to the same period of 2020. See The Greens Creek Segment, The Lucky Friday Segment, The Casa Berardi Segment, The San Sebastian Segment and The Nevada Operations Segment sections below for more information on metal production and sales volumes at each of our operating segments. Total metals production and sales volumes for each period are shown in the following table:

 

     

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
     

2021

   

2020

   

2021

   

2020

 

Silver -

Ounces produced

    2,676,084       3,541,371       9,660,313       10,190,621  
 

Payable ounces sold

    2,581,690       3,147,048       9,027,180       9,077,966  

Gold -

Ounces produced

    42,207       41,174       153,350       159,948  
 

Payable ounces sold

    53,000       51,049       157,454       159,550  

Lead -

Tons produced

    9,904       9,750       32,148       24,620  
 

Payable tons sold

    8,835       7,792       28,166       19,948  

Zinc -

Tons produced

    15,546       17,997       48,864       48,699  
 

Payable tons sold

    11,174       12,892       33,344       34,717  

 

The difference between what we report as “ounces/tons produced” and “payable ounces/tons sold” is attributable to the difference between the quantities of metals contained in the concentrates we produce versus the portion of those metals actually paid for by our customers according to the terms of our sales contracts. Differences can also arise from inventory changes incidental to shipping schedules, or variances in ore grades which impact the amount of metals contained in concentrates produced and sold.

 

Sales, total cost of sales, gross profit, Cash Cost, After By-product Credits, per Ounce (“Cash Cost”) (non-GAAP) and All-In Sustaining Cost, After By-product Credits, per Ounce (“AISC”) (non-GAAP) at our operating units for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands, except for Cash Cost and AISC):

 

   

Silver

   

Gold

 
   

Greens

Creek

   

Lucky

Friday

   

San

Sebastian

   

Total

Silver (2)

   

Casa

Berardi

   

Nevada

Operations

   

Total

Gold

 

Three Months Ended September 30, 2021:

                                                       

Sales

  $ 84,806     $ 29,783     $     $ 114,589     $ 56,065     $ 22,906     $ 78,971  

Total cost of sales

    (55,193 )     (23,591 )           (78,784 )     (58,164 )     (21,384 )     (79,548 )

Gross profit

  $ 29,613     $ 6,192     $     $ 35,805     $ (2,099 )   $ 1,522     $ (577 )

Cash Cost per silver or gold ounce (1)

  $ 0.74     $ 6.35     $     $ 2.49     $ 1,175     $ 1,038     $ 1,163  

AISC per silver or gold ounce (1)

  $ 5.94     $ 16.79     $     $ 12.82     $ 1,476     $ 1,167     $ 1,450  

Three Months Ended September 30, 2020:

                                                       

Sales

  $ 93,494     $ 20,812     $ 9,138     $ 123,444     $ 53,554     $ 22,705     $ 76,259  

Total cost of sales (3)

    (48,105 )     (21,500 )     (5,960 )     (75,565 )     (51,573 )     (13,877 )     (65,450 )

Gross profit (loss)

  $ 45,389     $ (688 )   $ 3,178     $ 47,879     $ 1,981     $ 8,828     $ 10,809  

Cash Cost per silver or gold ounce (1)

  $ 3.00     $     $ 7.53     $ 3.41     $ 1,398     $     $ 1,398  

AISC per silver or gold ounce (1)

  $ 6.58     $     $ 8.87     $ 10.52     $ 1,855     $     $ 1,855  

 

 

   

Silver

   

Gold

 
   

Greens

Creek

   

Lucky

Friday

   

San

Sebastian

   

Total

Silver (2)

   

Casa

Berardi

   

Nevada

Operations

   

Total

Gold

 

Nine Months Ended September 30, 2021:

                                                       

Sales

  $ 296,978     $ 98,550     $ 176     $ 395,704     $ 185,098     $ 41,593     $ 226,691  

Total cost of sales

    (163,861 )     (74,287 )     (95 )     (238,243 )     (172,760 )     (46,832 )     (219,592 )

Gross profit (loss)

  $ 133,117     $ 24,263     $ 81     $ 157,461     $ 12,338     $ (5,239 )   $ 7,099  

Cash Cost per silver or gold ounce (1)

  $ (1.03 )   $ 7.37     $     $ 1.26     $ 1,127     $ 1,124     $ 1,127  

AISC per silver or gold ounce (1)

  $ 2.40     $ 15.00     $     $ 8.88     $ 1,387     $ 1,167     $ 1,349  

Nine Months Ended September 30, 2020:

                                                       

Sales

  $ 232,218     $ 35,097     $ 23,998     $ 291,313     $ 149,731     $ 61,939     $ 211,670  

Total cost of sales (3)

    (153,496 )     (35,787 )     (18,271 )     (207,554 )     (140,893 )     (44,348 )     (185,241 )

Gross profit (loss)

  $ 78,722     $ (690 )   $ 5,727     $ 83,759     $ 8,838     $ 17,591     $ 26,429  

Cash Cost per silver or gold ounce (1)

  $ 4.45     $     $ 5.93     $ 4.58     $ 1,181     $ 716     $ 1,053  

AISC per silver or gold ounce (1)

  $ 7.03     $     $ 6.76     $ 10.09     $ 1,493     $ 787     $ 1,299  

 

 

(1)

A reconciliation of these non-GAAP measures to cost of sales and other direct production costs and depreciation, depletion and amortization, the most comparable GAAP measure, can be found below in Reconciliation of Cost of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP) to Cash Cost, Before By-product Credits and Cash Cost, After By-product Credits (non-GAAP) and All-In Sustaining Cost, Before By-product Credits and All-In Sustaining Cost, After By-product Credits (non-GAAP).

 

 

(2)

The calculation of AISC, After By-product Credits, Per Ounce for our consolidated silver properties includes corporate costs for general and administrative expense and sustaining exploration and capital costs.

 

 

(3)

See Note 2 of Notes to Condensed Consolidated Financial Statements (Unaudited) for information on revisions to amounts previously reported for total cost of sales.

 

While revenue from zinc, lead and gold by-products is significant, we believe that identification of silver as the primary product of Greens Creek, Lucky Friday and San Sebastian is appropriate because:

 

 

silver has historically accounted for a higher proportion of revenue than any other metal and is expected to do so in the future;

 

we have historically presented each of these units as a primary silver producer, based on the original analysis that justified putting the project into production, and believe that consistency in disclosure is important to our investors regardless of the relationships of metals prices and production from year to year;

 

metallurgical treatment maximizes silver recovery;

 

the Greens Creek and Lucky Friday deposits are massive sulfide deposits containing an unusually high proportion of silver; and in most of their working areas, Greens Creek and Lucky Friday utilize selective mining methods in which silver is the metal targeted for highest recovery.

 

Accordingly, we believe the identification of zinc, lead and gold as by-product credits at Greens Creek, Lucky Friday and San Sebastian is appropriate because of their lower economic value compared to silver and due to the fact that silver is the primary product we intend to produce. In addition, we have not consistently received sufficient revenue from any single by-product metal to warrant classification of such as a co-product.

 

We periodically review our revenues to ensure that reporting of primary products and by-products is appropriate. Because for Greens Creek, Lucky Friday and San Sebastian we consider zinc, lead and gold to be by-products of our silver production, the values of these metals offset operating costs within our calculations of Cash Cost, After By-product Credits, per Silver Ounce and AISC, After By-product Credits, per Silver Ounce.

 

 

We believe the identification of silver as a by-product credit is appropriate at Casa Berardi and Nevada Operations because of its lower economic value compared to gold and due to the fact that gold is the primary product we intend to produce there. In addition, we do not receive sufficient revenue from silver at Casa Berardi or Nevada Operations to warrant classification of such as a co-product. Because we consider silver to be a by-product of our gold production at Casa Berardi and Nevada Operations, the value of silver offsets operating costs within our calculations of Cash Cost, After By-product Credits, per Gold Ounce and AISC, After By-product Credits, per Gold Ounce.

 

We recorded a loss applicable to common shareholders of $1.1 million (0.2 cents per basic common share) for the third quarter of 2021 and income applicable to common shareholders of $22.8 million (4.3 cents per basic common share) for the first nine months of 2021 compared to income applicable to common shareholders of $15.1 million (2.9 cents per basic common share) for the third quarter of 2020 and a loss of $13.0 million (2.5 cents per basic common share) for the first nine months of 2020.  The following factors impacted the results for the third quarter and first nine months of 2021 compared to the same periods in 2020:

 

 

Variances in gross profit (loss) at our operating units as illustrated in the tables above. See The Greens Creek Segment, The Lucky Friday Segment, The Casa Berardi Segment, The San Sebastian Segment, and The Nevada Operations Segment sections below.

 

There were no ramp-up costs at Lucky Friday in 2021 compared to ramp-up income of $1.6 million and costs of $11.7 million in the third quarter and first nine months of 2020, respectively. See The Lucky Friday Segment section below.

 

Lower interest expense by $7.4 million in the first nine months of 2021 compared to the same period of 2020, with the decrease due to the following items: (i) interest recognized on both our 7.25% Senior Notes due February 15, 2028 (“Senior Notes”) and our previously-outstanding 6.875% Senior Notes that were due in 2021 (“2021 Notes”) for an overlapping period of almost one month in 2020, as the Senior Notes were issued on February 19, 2020 and the 2021 Notes were redeemed on March 19, 2020, (ii) $1.7 million in unamortized initial purchaser discount on the 2021 Notes recognized as expense upon their redemption and (iii) reduced debt in 2021, as no amounts were drawn on our revolving credit facility during the first nine months of 2021. We utilized the facility during the first nine months of 2020 to mitigate potential impacts of COVID-19, with all amounts repaid by the end of the third quarter of 2020.

 

Net foreign exchange gains of $4.0 million in the third quarter of 2021 and $24 thousand in the first nine months of 2021 versus a net loss of $2.2 million in the third quarter of 2020 and gain of $1.2 million in the first nine months of 2020. The variances are primarily related to the impact of changes in the CAD-to-USD exchange rate on the remeasurement of our net monetary liabilities in Quebec. During the third quarter and first nine months of 2021, the CAD weakened relative to the USD, resulting in a lower USD value for our net monetary liabilities denominated in CAD and a foreign exchange gain for the period. The CAD strengthened relative to the USD during the third quarter of 2020, but weakened during the first nine months of 2020.

 

Provision for closed operations and environmental matters increased by $6.3 million and $9.5 million in the third quarter and first nine months of 2021, respectively, compared to the same periods of 2020. The increase was primarily due to a $6.5 million settlement of a lawsuit in the third quarter of 2021 related to a 1989 agreement entered into by our subsidiary, CoCa Mines, Inc., and its subsidiary, Creede Resources, Inc. (see Part II - Other Information, Item 1. Legal Proceedings for more information). The variance for the nine-month period was also the result of a $2.9 million increase in the accrual for estimated costs at the Johnny M site in New Mexico in the first quarter of 2021 (see Note 11 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information).

 

Higher other operating expense by $4.8 million in the first nine months of 2021 compared to the same period of 2020 due to costs incurred to identify and implement potential operational improvements at Casa Berardi and Lucky Friday.

 

General and administrative expense decreased by $2.8 million and increased by $0.4 million in the third quarter and first nine months of 2021, respectively, compared to the same periods of 2020. The third quarter variance was the result of timing of issuance of certain equity compensation awards, with the increase for the nine-month period primarily due to higher accrued incentive compensation expense.

 

 

 

An unrealized loss on investments in other mining companies of $2.9 million in the third quarter of 2021 compared to a gain of $4.0 million in the third quarter of 2020. In the first nine months of 2021, we had a net loss on investments of $5.9 million, comprised of a $7.1 million unrealized loss and a $1.2 million gain on exchange of investments, compared to an unrealized gain of $9.4 million in the first nine months of 2020.

 

Exploration and pre-development expense increased by $12.9 million and $25.3 million in the third quarter and first nine months of 2021, respectively, compared to the same periods in 2020. In the first nine months of 2021, exploration was primarily at our San Sebastian, Casa Berardi, Greens Creek and Nevada Operations units and our Kinskuch property, while pre-development expense included $2.6 million and $4.9 million in the third quarter and first nine months of 2021, respectively, related to development of the decline to allow drilling of the Hatter Graben area in Nevada.

 

A gain on metal derivatives contracts of $12.1 million and a loss of $4.7 million in the third quarter and first nine months of 2021, respectively, compared to losses of $6.7 million and $12.8 million in the third quarter and first nine months of 2020, respectively (see Note 9 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information).

 

Income and mining tax benefits of $4.5 million and $3.9 million in the third quarter and first nine months of 2021, respectively, compared to provisions of $5.2 million and $7.4 million, respectively, in the comparable 2020 periods. The benefits in the 2021 periods are primarily the result of losses in Nevada, Mexico and Quebec.
 

In June 2020, we gifted and recognized expense for 650,000 shares of our common stock valued at $2.0 million at the time of the gift to the Hecla Charitable Foundation (the “Foundation”). The Foundation is a 501(c)(3) entity established in 2007 to provide grants and disburse funds for educational and charitable purposes to qualifying organizations in order to promote the social, environmental and economic sustainability and development of the communities where we have operations and activities.

 

 

The Greens Creek Segment

 

Dollars are in thousands (except per ounce and per ton amounts)

 

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Sales

  $ 84,806     $ 93,494     $ 296,978     $ 232,218  

Cost of sales and other direct production costs (1)

    (42,096 )     (36,370 )     (121,451 )     (116,344 )

Depreciation, depletion and amortization

    (13,097 )     (11,735 )     (42,410 )     (37,152 )

Cost of sales and other direct production costs and depreciation, depletion and amortization

    (55,193 )     (48,105 )     (163,861 )     (153,496 )

Gross profit

  $ 29,613     $ 45,389     $ 133,117     $ 78,722  

Tons of ore milled

    211,142       215,237       620,153       629,316  

Production:

                               

Silver (ounces)

    1,837,270       2,634,436       6,980,587       8,164,062  

Gold (ounces)

    9,734       12,838       35,859       38,215  

Zinc (tons)

    13,227       16,187       41,191       44,858  

Lead (tons)

    4,591       5,909       15,142       16,996  

Payable metal quantities sold:

                               

Silver (ounces)

    1,774,421       2,311,477       6,493,528       7,158,933  

Gold (ounces)

    9,232       9,924       31,599       32,600  

Zinc (tons)

    9,472       11,666       27,783       31,968  

Lead (tons)

    3,834       4,214       12,098       12,907  

Ore grades:

                               

Silver ounces per ton

    11.14       15.04       13.84       15.79  

Gold ounces per ton

    0.07       0.08       0.08       0.08  

Zinc percent

    7.05

%

    8.17

%

    7.41

%

    7.76

%

Lead percent

    2.68

%

    3.26

%

    2.96

%

    3.22

%

Total production cost per ton

  $ 181.60     $ 167.87     $ 178.29     $ 174.66  

Cash Cost, After By-product Credits, Per Silver Ounce (2)

  $ 0.74     $ 3.00     $ (1.03 )   $ 4.45  

All-In Sustaining Costs (“AISC”), After By-Product Credits, per Silver Ounce (2)

  $ 5.94     $ 6.58     $ 2.40     $ 7.03  

 

 

(1)

See Note 2 of Notes to Condensed Consolidated Financial Statements (Unaudited) for information on revisions to amounts previously reported for cost of sales and other direct production costs.

 

 

(2)

A reconciliation of these non-GAAP measures to cost of sales and other direct production costs and depreciation, depletion and amortization, the most comparable GAAP measure, can be found below in Reconciliation of Cost of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP) to Cash Cost, Before By-product Credits and Cash Cost, After By-product Credits (non-GAAP) and All-In Sustaining Cost, Before By-product Credits and All-In Sustaining Cost, After By-product Credits (non-GAAP).

 

The $15.8 million decrease in gross profit in the third quarter of 2021 compared to the third quarter of 2020 was primarily due to lower ore grades due to mine sequencing and lower realized silver and gold prices.  Mine sequencing during the third quarter was impacted by manpower challenges due to COVID-19 and increased competition for labor, which we expect to address through schedule changes and other means.  As a result, lower grade material was produced from more easily accessible areas of the mine, and deeper, higher-grade material will be mined in the future.  The $54.4 million increase in gross profit in the first nine months of 2021 compared to the same period in 2020 was due to:  (i) higher realized prices for silver, gold, lead and zinc and (ii) lower concentrate treatment costs of $18.9 million primarily as a result of favorable changes in smelter terms, with approximately $4.0 million of the variance expected to be non-recurring.  The impacts of the factors above were partially offset by lower metal sales volume primarily due to lower ore grades.

 

 

The charts below illustrate the factors contributing to the variances in Cash Cost, After By-product Credits, Per Silver Ounce for the third quarter and first nine months of 2021 versus the same periods in 2020:

 

GRAPH01.JPG

 

IMG01.JPG

 

 

The following table summarizes the components of Cash Cost, After By-product Credits, per Silver Ounce:

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Cash Cost, Before By-product Credits, per Silver Ounce

  $ 26.76     $ 23.18     $ 21.05     $ 21.57  

By-product credits

    (26.02 )     (20.18 )     (22.08 )     (17.12 )

Cash Cost, After By-product Credits, per Silver Ounce

  $ 0.74     $ 3.00     $ (1.03 )   $ 4.45  

 

The following table summarizes the components of AISC, After By-product Credits, per Silver Ounce:

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2021

   

2020

   

2021

   

2020

 

AISC, Before By-product Credits, per Silver Ounce

  $ 31.96     $ 26.76     $ 24.48     $ 24.15  

By-product credits

    (26.02 )     (20.18 )     (22.08 )     (17.12 )

AISC, After By-product Credits, per Silver Ounce

  $ 5.94     $ 6.58     $ 2.40     $ 7.03  

 

The decrease in Cash Costs and AISC, After By-product Credits, per Silver Ounce for the third quarter and first nine months of 2021 compared to 2020 was primarily due to higher by-product credits and lower treatment costs.

 

Restrictions imposed by the State of Alaska beginning in late March 2020 in response to the COVID-19 virus pandemic, including the requirement for employees returning to Alaska to self-quarantine for 14 days (changed in June 2020 to 7 days and subsequently discontinued), caused us to revise the normal operating procedures and incur additional costs for staffing operations at Greens Creek, including for quarantining employees from late March 2020 through the second quarter of 2021.  In addition, manpower challenges impacted mine operations during the third quarter of 2021, and, although we anticipate mitigating them in the fourth quarter, they could continue to have an impact for the remainder of the year. The changes at Greens Creek have not materially impacted our operations to date; however, restrictions and other challenges related to COVID-19 and increased competition for labor could have a material impact if they continue longer than anticipated or become broader.

 

 

The Lucky Friday Segment

 

Dollars are in thousands (except per ounce and per ton amounts)

 

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Sales

  $ 29,783     $ 20,812     $ 98,550     $ 35,097  

Cost of sales and other direct production costs

    (17,001 )     (18,544 )     (53,959 )     (30,635 )

Depreciation, depletion and amortization

    (6,590 )     (2,956 )     (20,328 )     (5,152 )

Cost of sales and other direct production costs and depreciation, depletion and amortization

    (23,591 )     (21,500 )     (74,287 )     (35,787 )

Gross profit (loss)

  $ 6,192     $ (688 )   $ 24,263     $ (690 )

Tons of ore milled

    78,227       55,050       241,740       109,951  

Production:

                               

Silver (ounces)

    831,532       636,389       2,608,727       1,201,674  

Lead (tons)

    5,313       3,841       17,006       7,624  

Zinc (tons)

    2,319       1,810       7,673       3,841  

Payable metal quantities sold:

                               

Silver (ounces)

    783,672       585,119       2,481,753       1,110,568  

Lead (tons)

    5,001       3,579       16,068       7,042  

Zinc (tons)

    1,702       1,226       5,561       2,749  

Ore grades:

                               

Silver ounces per ton

    11.21       12.10       11.34       11.43  

Lead percent

    7.22

%

    7.35

%

    7.43

%

    7.33

%

Zinc percent

    3.30

%

    3.76

%

    3.48

%

    3.89

%

Total production cost per ton

    190.66             189.06        

Cash Cost, After By-product Credits, per Silver Ounce (1)

  $ 6.35     $     $ 7.37     $  

AISC, After By-product Credits, per Silver Ounce (1)

  $ 16.79     $     $ 15.00     $  

 

 

(1)

A reconciliation of these non-GAAP measures to cost of sales and other direct production costs and depreciation, depletion and amortization, the most comparable GAAP measure, can be found below in Reconciliation of Cost of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP) to Cash Cost, Before By-product Credits and Cash Cost, After By-product Credits (non-GAAP) and All-In Sustaining Cost, Before By-product Credits and All-In Sustaining Cost, After By-product Credits (non-GAAP).

 

The increases in gross profit, ore tonnage and metals production in the third quarter and first nine months of 2021 compared to the same periods in 2020 are the result of returning to full production during the fourth quarter of 2020 (discussed further below). Sales were higher by 43% and 181% for the third quarter and first nine months of 2021, respectively, compared to the same periods of 2020 due to the increase in production, and were also impacted by lower realized silver prices and higher realized lead and zinc prices in the third quarter of 2021, and higher realized prices for all three metals in the first nine months of 2021, compared to the same periods in 2020.

 

The charts below illustrate the factors contributing to Cash Cost, After By-product Credits, Per Silver Ounce for the third quarter and first nine months of 2021. Total production costs and Cash Cost and AISC, After By-product Credits, Per Silver Ounce are not presented for the third quarter and first nine months of 2020, as production was limited during the ramp-up after the strike (discussed below) and results are not comparable.   

 

 

IMG04.JPG

 

IMG05.JPG

 

The following table summarizes the components of Cash Cost, After By-product Credits, per Silver Ounce:

 

   

Three Months

Ended

September 30,

   

Nine Months

Ended

September 30,

 
   

2021

   

2021

 

Cash Cost, Before By-product Credits, per Silver Ounce

  $ 24.14     $ 24.70  

By-product credits

    (17.79 )     (17.33 )

Cash Cost, After By-product Credits, per Silver Ounce

  $ 6.35     $ 7.37  

 

 

The following table summarizes the components of AISC, After By-product Credits, per Silver Ounce:

 

   

Three Months

Ended

September 30,

   

Nine Months

Ended

September 30,

 
   

2021

   

2021

 

AISC, Before By-product Credits, per Silver Ounce

  $ 34.58     $ 32.33  

By-product credits

    (17.79 )     (17.33 )

AISC, After By-product Credits, per Silver Ounce

  $ 16.79     $ 15.00  

 

Following settlement of the strike by unionized employees at Lucky Friday in early 2020, we commenced restaffing and ramp-up procedures and the mine returned to full production in the fourth quarter of 2020.  Ramp-up activities resulted in income of $1.6 million in the third quarter of  2020 and costs of $11.7 million in the first nine months of 2020, which included non-cash depreciation expense of $2.2 million and $6.3 million, respectively, and are included in a separate line item on our consolidated statements of operations.  This ramp-up income and costs are excluded from the calculation of gross profit, Cash Cost, After By-product Credits, per Silver Ounce and AISC, After By-product Credits, per Silver Ounce, when presented.

 

The Casa Berardi Segment

 

Dollars are in thousands (except per ounce and per ton amounts)

 

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Sales

  $ 56,065     $ 53,554     $ 185,098     $ 149,731  

Cost of sales and other direct production costs

    (38,196 )     (36,350 )     (111,601 )     (96,579 )

Depreciation, depletion and amortization (1)

    (19,968 )     (15,223 )     (61,159 )     (44,314 )

Cost of sales and other direct production costs and depreciation, depletion and amortization

    (58,164 )     (51,573 )     (172,760 )     (140,893 )

Gross profit (loss)

  $ (2,099 )   $ 1,981     $ 12,338     $ 8,838  

Tons of ore milled

    398,143       288,682       1,141,229       900,720  

Production:

                               

Gold (ounces)

    29,722       26,405       97,245       83,913  

Silver (ounces)

    7,012       3,855       25,604       15,284  

Payable metal quantities sold:

                               

Gold (ounces)

    31,227       28,133       102,711       85,969  

Silver (ounces)

    7,764       4,769       24,538       17,575  

Ore grades:

                               

Gold ounces per ton

    0.087       0.114       0.102       0.114  

Silver ounces per ton

    0.02       0.02       0.02       0.02  

Total production cost per ton

  $ 86.95     $ 127.46     $ 95.13     $ 108.85  

Cash Cost, After By-product Credits, per Gold Ounce (2)

  $ 1,175     $ 1,398     $ 1,127     $ 1,181  

AISC, After By-product Credits, per Gold Ounce (2)

  $ 1,476     $ 1,855     $ 1,387     $ 1,493  

 

 

(1)

See Note 2 of Notes to Condensed Consolidated Financial Statements (Unaudited) for information on revisions to amounts previously reported for depreciation, depletion and amortization.

 

 

(2)

A reconciliation of these non-GAAP measures to cost of sales and other direct production costs and depreciation, depletion and amortization, the most comparable GAAP measure, can be found below in Reconciliation of Cost of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP) to Cash Cost, Before By-product Credits and Cash Cost, After By-product Credits (non-GAAP) and All-In Sustaining Cost, Before By-product Credits and All-In Sustaining Cost, After By-product Credits (non-GAAP).

 

 

Gross profit decreased by $4.1 million and increased by $3.5 million for the third quarter and first nine months of 2021, respectively, compared to the same periods of 2020.  The decrease in the third quarter was due to lower realized gold prices and higher cost of sales resulting from increased production costs due to:  (i) a 38% increase in ore tonnage, (ii) mill contractor costs related to maintenance and optimization activities, and (iii) higher underground maintenance costs resulting from repairs and replacements of major components for the production fleet. The increase in gross profit for the nine-month period was due to higher sales resulting from increased gold production, partially offset by higher cost of sales as a result of the same factors discussed above impacting costs for the third quarter.  The lower production in the 2020 periods was partially due to a government COVID-19-related order. We suspended operations at Casa Berardi from March 24, 2020 until April 15, 2020, in response to the Government of Quebec’s COVID-19 order for the mining industry.

 

Total capital additions increased by $14.0 million in the first nine months of 2021 compared to the same period of 2020 primarily due to growth capital costs incurred for development of the new 160 zone open pit mine. Limited ore production from the 160 zone pit is expected to begin in the fourth quarter of 2021.

 

The charts below illustrate the factors contributing to Cash Cost, After By-product Credits, Per Gold Ounce for the third quarter and first nine months of 2021 and 2020:

 

IMG06.JPG

 

 

IMG07.JPG

 

The following table summarizes the components of Cash Cost, After By-product Credits, per Gold Ounce:

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Cash Cost, Before By-product Credits, per Gold Ounce

  $ 1,181     $ 1,402     $ 1,134     $ 1,184  

By-product credits

    (6 )     (4 )     (7 )     (3 )

Cash Cost, After By-product Credits, per Gold Ounce

  $ 1,175     $ 1,398     $ 1,127     $ 1,181  

 

The following table summarizes the components of AISC, After By-product Credits, per Gold Ounce:

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2021

   

2020

   

2021

   

2020

 

AISC, Before By-product Credits, per Gold Ounce

  $ 1,482     $ 1,859     $ 1,394     $ 1,496  

By-product credits

    (6 )     (4 )     (7 )     (3 )

AISC, After By-product Credits, per Gold Ounce

  $ 1,476     $ 1,855     $ 1,387     $ 1,493  

 

The decrease in Cash Cost and AISC, After By-product Credits, per Gold Ounce for the third quarter and first nine months of 2021 compared to the same periods in 2020 was primarily due to higher gold production, partially offset by higher production costs, as discussed above, with AISC, After By-product Credits, per Gold Ounce also impacted by higher exploration spending. Sustaining capital was lower in the third quarter of 2021, but higher in the first nine months of 2021, compared to the same periods of 2020.

 

 

The San Sebastian Segment

 

Dollars are in thousands (except per ounce and per ton amounts)

 

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Sales

  $     $ 9,138     $ 176     $ 23,998  

Cost of sales and other direct production costs

          (5,179 )     (95 )     (15,122 )

Depreciation, depletion and amortization

          (781 )           (3,149 )

Cost of sales and other direct production costs and depreciation, depletion and amortization

          (5,960 )     (95 )     (18,271 )

Gross profit

  $     $ 3,178     $ 81     $ 5,727  

Payable metal quantities sold:

                               

Silver (ounces)

          229,250       3,493       745,726  

Gold (ounces)

          1,713       47       5,757  

 

The $3.2 million and $5.6 million decreases in gross profit for the third quarter and first nine months of 2021, respectively, compared to the same periods in 2020 are primarily due to the suspension of production, as mining at San Sebastian was completed in the third quarter of 2020 and milling was completed in the fourth quarter of 2020. Exploration and evaluation activities are ongoing.

 

Suspension-related costs at San Sebastian totaling $0.6 million and $2.0 million for the third quarter and first nine months of 2021, respectively, are reported in a separate line item on our consolidated statements of operations.          

 

 

The Nevada Operations Segment

 

Dollars are in thousands (except per ounce and per ton amounts)

 

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Sales

  $ 22,906     $ 22,705     $ 41,593     $ 61,939  

Cost of sales and other direct production costs

    (15,249 )     (6,582 )     (31,811 )     (21,623 )

Depreciation, depletion and amortization

    (6,135 )     (7,295 )     (15,021 )     (22,725 )

Cost of sales and other direct production costs and depreciation, depletion and amortization

    (21,384 )     (13,877 )     (46,832 )     (44,348 )

Gross profit (loss)

  $ 1,522     $ 8,828     $ (5,239 )   $ 17,591  

Payable metal quantities sold:

                               

Gold (ounces)

    12,542       11,280       23,097       35,224  

Silver (ounces)

    15,833       16,433       23,868       45,164  

 

The decreases in gross profit for the third quarter and first nine months of 2021 compared to the same periods of 2020 were primarily the result of lower ore grades, with the third quarter also impacted by lower realized gold prices and the nine-month period impacted by increased write-downs of ore stockpile to net realizable value.  Processing of the stockpiled non-refractory ore at the Midas mill and third-party processing of a bulk sample of refractory ore in a roaster commenced at the end of the first quarter of 2021 and was completed in the second quarter. We also processed an additional approximately 14,200 tons of Fire Creek refractory ore at a third-party facility, and we anticipate production and sales from the remaining approximately 2,200 tons of previously stockpiled material processed at the third-party autoclave facility will be recognized in the fourth quarter of 2021. The write-downs of ore stockpile inventory totaled approximately $0.1 million and $9.7 million in the third quarter and first nine months of 2021, respectively, compared to $1.5 million of such write-downs in the first nine months of 2020, with no portion of that amount recognized in the third quarter of 2020.  During the second half of 2020, all ore mined at the Nevada Operations was stockpiled, with no ore milled and no production reported during that period.  Mining of non-refractory ore at Fire Creek in areas where development has already been performed was completed in the fourth quarter of 2020.  Fire Creek was placed on care-and-maintenance in the second quarter of 2021 after processing of the remaining non-refractory ore stockpile.

 

 

Production was suspended at the Hollister mine in the third quarter of 2019 and at the Midas mine and Aurora mill in late 2019. Suspension-related costs at the Nevada Operations unit totaling $6.3 million and $15.0 million for the third quarter and first nine months of 2021, respectively, and $2.9 million and $9.6 million in the third quarter and first nine months of 2020, respectively, are reported in a separate line item on our consolidated statements of operations and excluded from the calculations of cost of sales and other direct production costs and depreciation, depletion and amortization, total production costs per ton and Cash Cost and AISC, After By-product Credits, per Gold Ounce.

 

See Item 1A. Risk Factors - Operation, Development, Exploration and Acquisition Risks in our 2020 Form 10-K for a discussion of certain risks relating to our recent and ongoing analysis of the carrying value of the Nevada assets.

 

 

Corporate Matters

 

Employee Benefit Plans

 

Our defined benefit pension plans provide a significant benefit to our employees, but represent a significant liability to us. The net liability recorded for the underfunded status of our plans was $27.0 million and $44.9 million as of September 30, 2021 and December 31, 2020, respectively. In September 2021, we contributed $5.5 million in shares of our common stock to our defined benefit pension plans (see Part II - Other Information, Item 2. Unregistered Sales of Securities and Use of Proceeds for more information). We do not expect to be required to make additional contributions to our defined benefit pension plans in 2021, but may choose to do so. In January 2021, we contributed $16.8 million in shares of our common stock to our supplemental executive retirement plan (“SERP”), and expect to contribute approximately $0.8 million in cash to the SERP in 2021. While the economic variables which will determine future funding requirements are uncertain, we expect contributions to continue to be required in future years under current defined benefit pension plan provisions, and we periodically examine the defined benefit pension plans and SERP for affordability and competitiveness. See Note 9 of Notes to Consolidated Financial Statements in our 2020 Form 10-K for more information.

 

Income Taxes

 

During the third quarter and first nine months of 2021, income and mining tax benefits of approximately $4.5 million and $3.9 million, respectively, resulted in effective tax rates of 82% and (20)%, respectively, for those periods. This compares to income and mining tax provisions of $5.2 million and $7.4 million, or effective tax rates of 25% and (144)%, for the third quarter and first nine months of 2020, respectively. The comparability of our income and mining tax (provision) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) mining taxes; (ii) variations in our income before income taxes; (iii) geographic distribution of that income; (iv) foreign exchange rates; (v) percentage depletion; and (vi) the non-recognition of tax assets. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.

 

Each reporting period we assess our deferred tax balances based on a review of long-range forecasts and quarterly activity. 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. We analyze our deferred tax assets and, if it is determined that we will not realize all or a portion of our deferred tax assets, we will record or increase a valuation allowance. Conversely, if it is determined we will ultimately more likely than not be 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 our ability to realize our deferred tax assets. For additional information, please see Note 4 of Notes to Condensed Consolidated Financial Statements (Unaudited) and Item 1A. Risk Factors - Our ability to recognize the benefits of deferred tax assets related to net operating loss carryforwards and other items is dependent on future cash flows and taxable income in our 2020 10-K.

 

 

Reconciliation of Cost of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP)

to Cash Cost, Before By-product Credits and Cash Cost, After By-product Credits (non-GAAP) and All-In Sustaining Cost, Before By-product Credits and All-In Sustaining Cost, After By-product Credits (non-GAAP)

 

The tables below present reconciliations between the most comparable GAAP measure of cost of sales and other direct production costs and depreciation, depletion and amortization to the non-GAAP measures of (i) Cash Cost, Before By-product Credits, (ii) Cash Cost, After By-product Credits, (iii) AISC, Before By-product Credits and (iv) AISC, After By-product Credits for our operations at our five operating units and for the Company for the three- and nine-month periods ended September 30, 2021 and 2020.

 

Cash Cost, After By-product Credits, per Ounce and AISC, After By-product Credits, per Ounce are measures developed by precious metals companies (including the Silver Institute and the World Gold Council) in an effort to provide a uniform standard for comparison purposes. There can be no assurance, however, that these non-GAAP measures as we report them are the same as those reported by other mining companies.

 

Cash Cost, After By-product Credits, per Ounce is an important operating statistic that we utilize to measure each mine’s operating performance. We use AISC, After By-product Credits, per Ounce as a measure of our mines' net cash flow after costs for exploration, pre-development, reclamation, and sustaining capital. This is similar to the Cash Cost, After By-product Credits, per Ounce non-GAAP measure we report, but also includes on-site exploration, reclamation, and sustaining capital costs. Current GAAP measures used in the mining industry, such as cost of goods sold, do not capture all the expenditures incurred to discover, develop and sustain silver and gold production. Cash Cost, After By-product Credits, per Ounce and AISC, After By-product Credits, per Ounce also allow us to benchmark the performance of each of our mines versus those of our competitors. As a silver and gold mining company, we also use these statistics on an aggregate basis - aggregating the Greens Creek, Lucky Friday and San Sebastian mines to compare our performance with that of other silver mining companies, and aggregating Casa Berardi and Nevada Operations for comparison with other gold mining companies. Similarly, these statistics are useful in identifying acquisition and investment opportunities as they provide a common tool for measuring the financial performance of other mines with varying geologic, metallurgical and operating characteristics.

 

Cash Cost, Before By-product Credits and AISC, Before By-product Credits include all direct and indirect operating cash costs related directly to the physical activities of producing metals, including mining, processing and other plant costs, third-party refining expense, on-site general and administrative costs, royalties and mining production taxes. AISC, Before By-product Credits for each mine also includes on-site exploration, reclamation, and sustaining capital costs. AISC, Before By-product Credits for our consolidated silver properties also includes corporate costs for general and administrative expense and sustaining exploration and capital costs. By-product credits include revenues earned from all metals other than the primary metal produced at each unit. As depicted in the tables below, by-product credits comprise an essential element of our silver unit cost structure, distinguishing our silver operations due to the polymetallic nature of their orebodies.

 

In addition to the uses described above, Cash Cost, After By-product Credits, per Ounce and AISC, After By-product Credits, per Ounce provide management and investors an indication of operating cash flow, after consideration of the average price received from production. We also use these measurements for the comparative monitoring of performance of our mining operations period-to-period from a cash flow perspective.  However, comparability of Cash Cost, After By-product Credits, per Silver Ounce and AISC, After By-product Credits, per Silver Ounce for the third quarter and first nine months of 2021 to the same periods of 2020 is impacted by, among other factors, the return to full production at Lucky Friday and suspension of production at San Sebastian in the fourth quarter of 2020.

 

 

The Casa Berardi, Nevada Operations and combined gold properties information below reports Cash Cost, After By-product Credits, per Gold Ounce and AISC, After By-product Credits, per Gold Ounce for the production of gold, their primary product, and by-product revenues earned from silver, which is a by-product at Casa Berardi and Nevada Operations. Only costs and ounces produced relating to units with the same primary product are combined to represent Cash Cost, After By-product Credits, per Ounce and AISC, After By-product Credits, per Ounce. Thus, the gold produced at our Casa Berardi and Nevada Operations units is not included as a by-product credit when calculating Cash Cost, After By-product Credits, per Silver Ounce and AISC, After By-product Credits, per Silver Ounce for the total of Greens Creek, Lucky Friday and San Sebastian, our combined silver properties. Similarly, the silver produced at our other three units is not included as a by-product credit when calculating the gold metrics for Casa Berardi and Nevada Operations.

 

In thousands (except per ounce amounts)

 

Three Months Ended September 30, 2021

 
   

Greens

Creek

   

Lucky

Friday(2)

   

San

Sebastian(3)

   

Corporate(4)

   

Total Silver

 

Cost of sales and other direct production costs and depreciation, depletion and amortization

  $ 55,193       23,591     $             $ 78,784  

Depreciation, depletion and amortization

    (13,097 )     (6,590 )                   (19,687 )

Treatment costs

    7,979       3,427                     11,406  

Change in product inventory

    (122 )     (68 )                   (190 )

Reclamation and other costs

    (786 )     (281 )                   (1,067 )

Cash Cost, Before By-product Credits (1)

    49,167       20,079                     69,246  

Reclamation and other costs

    848       264                     1,112  

Sustaining exploration

    2,472                   474       2,946  

Sustaining capital

    6,228       8,406                   14,634  

General and administrative

                            8,874       8,874  

AISC, Before By-product Credits (1)

    58,715       28,749                     96,812  

By-product credits:

                                       

Zinc

    (25,295 )     (4,611 )                   (29,906 )

Gold

    (14,864 )                         (14,864 )

Lead

    (7,640 )     (10,188 )   $               (17,828 )

Total By-product credits

    (47,799 )     (14,799 )                   (62,598 )

Cash Cost, After By-product Credits

  $ 1,368     $ 5,280     $             $ 6,648  

AISC, After By-product Credits

  $ 10,916     $ 13,950     $             $ 34,214  

Divided by silver ounces produced

    1,837       832                     2,669  

Cash Cost, Before By-product Credits, per Silver Ounce

  $ 26.76     $ 24.14     $             $ 25.93  

By-product credits per ounce

    (26.02 )   $ (17.79 )                   (23.44 )

Cash Cost, After By-product Credits, per Silver Ounce

  $ 0.74     $ 6.35     $             $ 2.49  

AISC, Before By-product Credits, per Silver Ounce

  $ 31.96     $ 34.58     $             $ 36.26  

By-product credits per ounce

    (26.02 )   $ (17.79 )                   (23.44 )

AISC, After By-product Credits, per Silver Ounce

  $ 5.94     $ 16.79     $             $ 12.82  

 

 

In thousands (except per ounce amounts)

 

Three Months Ended September 30, 2021

 
   

Casa Berardi(5)

   

Nevada

Operations(6)

   

Total Gold

 

Cost of sales and other direct production costs and depreciation, depletion and amortization

  $ 58,164     $ 21,384     $ 79,548  

Depreciation, depletion and amortization

    (19,968 )     (6,135 )     (26,103 )

Treatment costs

    475       1       476  

Change in product inventory

    (3,369 )     (12,389 )     (15,758 )

Reclamation and other costs

    (210 )           (210 )

Cash Cost, Before By-product Credits (1)

    35,092       2,861       37,953  

Reclamation and other costs

    209       327       536  

Sustaining exploration

    1,541             1,541  

Sustaining capital

    7,208       29       7,237  

AISC, Before By-product Credits (1)

    44,050       3,217       47,267  

By-product credits:

                       

Silver

    (169 )     (6 )     (175 )

Total By-product credits

    (169 )     (6 )     (175 )

Cash Cost, After By-product Credits

  $ 34,923     $ 2,855     $ 37,778  

AISC, After By-product Credits

  $ 43,881     $ 3,211     $ 47,092  

Divided by gold ounces produced

    30       3       33  

Cash Cost, Before By-product Credits, per Gold Ounce

  $ 1,181     $ 1,040     $ 1,168  

By-product credits per ounce

    (6 )     (2 )     (5 )

Cash Cost, After By-product Credits, per Gold Ounce

  $ 1,175     $ 1,038     $ 1,163  

AISC, Before By-product Credits, per Gold Ounce

  $ 1,482     $ 1,169     $ 1,455  

By-product credits per ounce

    (6 )     (2 )     (5 )

AISC, After By-product Credits, per Gold Ounce

  $ 1,476     $ 1,167     $ 1,450  

 

 

In thousands (except per ounce amounts)

 

Three Months Ended September 30, 2021

 
   

Total

Silver

   

Total Gold

   

Total

 

Cost of sales and other direct production costs and depreciation, depletion and amortization

  $ 78,784       79,548     $ 158,332  

Depreciation, depletion and amortization

    (19,687 )     (26,103 )     (45,790 )

Treatment costs

    11,406       476       11,882  

Change in product inventory

    (190 )     (15,758 )     (15,948 )

Reclamation and other costs

    (1,067 )     (210 )     (1,277 )

Cash Cost, Before By-product Credits (1)

    69,246       37,953       107,199  

Reclamation and other costs

    1,112       536       1,648  

Sustaining exploration

    2,946       1,541       4,487  

Sustaining capital

    14,634       7,237       21,871  

General and administrative

    8,874             8,874  

AISC, Before By-product Credits (1)

    96,812       47,267       144,079  

By-product credits:

                       

Zinc

    (29,906 )           (29,906 )

Gold

    (14,864 )           (14,864 )

Lead

    (17,828 )           (17,828 )

Silver

          (175 )     (175 )

Total By-product credits

    (62,598 )     (175 )     (62,773 )

Cash Cost, After By-product Credits

  $ 6,648     $ 37,778     $ 44,426  

AISC, After By-product Credits

  $ 34,214     $ 47,092     $ 81,306  

Divided by ounces produced

    2,669       33          

Cash Cost, Before By-product Credits, per Ounce

  $ 25.93     $ 1,168          

By-product credits per ounce

    (23.44 )     (5 )        

Cash Cost, After By-product Credits, per Ounce

  $ 2.49     $ 1,163          

AISC, Before By-product Credits, per Ounce

  $ 36.26     $ 1,455          

By-product credits per ounce

    (23.44 )     (5 )        

AISC, After By-product Credits, per Ounce

  $ 12.82     $ 1,450          

 

 

In thousands (except per ounce amounts)

 

Three Months Ended September 30, 2020

 
   

Greens

Creek

   

Lucky

Friday(2)

   

San

Sebastian

   

Corporate(4)

   

Total

Silver

 

Cost of sales and other direct production costs and depreciation, depletion and amortization (7)

   48,105      21,500     $ 5,960             $ 75,565  

Depreciation, depletion and amortization

    (11,735 )     (2,956 )     (781 )             (15,472 )

Treatment costs

    22,675       4,038       81               26,794  

Change in product inventory

    2,899       11       826               3,736  

Reclamation and other costs (8)

    (891 )           (392 )             (1,283 )

Exclusion of Lucky Friday cash costs

          (22,593 )                   (22,593 )

Cash Cost, Before By-product Credits (1)

    61,053             5,694               66,747  

Reclamation and other costs

    788             114               902  

Sustaining exploration

    370                   429       799  

Sustaining capital

    8,265             244       38       8,547  

General and administrative (8)

                            10,345       10,345  

AISC, Before By-product Credits (1)

    70,476             6,052               87,340  

By-product credits:

                                       

Zinc

    (23,772 )                         (23,772 )

Gold

    (21,226 )           (3,686 )             (24,912 )

Lead

    (8,149 )                         (8,149 )

Total By-product credits

    (53,147 )           (3,686 )             (56,833 )

Cash Cost, After By-product Credits

   7,906     $     $ 2,008             $ 9,914  

AISC, After By-product Credits

   17,329     $     $ 2,366             $ 30,507  

Divided by ounces produced

    2,634             267               2,901  

Cash Cost, Before By-product Credits, per Ounce

   23.18     $     $ 21.34             $ 23.00  
By-product credits per ounce     (20.18 )           (13.81 )             (19.59 )
Cash Cost, After By-product Credits, per Ounce   $ 3.00     $     $ 7.53             $ 3.41  
AISC, Before By-product Credits, per Ounce   $ 26.76     $     $ 22.68             $ 30.11  

By-product credits per ounce

    (20.18 )           (13.81 )             (19.59 )

AISC, After By-product Credits, per Ounce

  $ 6.58     $     $ 8.87             $ 10.52  

 

 

In thousands (except per ounce amounts)

 

Three Months Ended September 30, 2020

 
   

Casa Berardi

   

Nevada

Operations

   

Total Gold

 

Cost of sales and other direct production costs and depreciation, depletion and amortization (7)

  $ 51,573     $ 13,877     $ 65,450  

Depreciation, depletion and amortization (7)

    (15,223 )     (7,295 )     (22,518 )

Treatment costs

    562             562  

Change in product inventory

    543       6,920       7,463  

Reclamation and other costs (8)

    (449 )     (324 )     (773 )

Exclusion of Nevada cash costs

          (13,178 )     (13,178 )

Cash Cost, Before By-product Credits (1)

    37,006             37,006  

Reclamation and other costs

    97             97  

Sustaining exploration

    335             335  

Sustaining capital

    11,629             11,629  

AISC, Before By-product Credits (1)

    49,067             49,067  

By-product credits:

                       

Silver

    (93 )           (93 )

Total By-product credits

    (93 )           (93 )

Cash Cost, After By-product Credits

  $ 36,913     $     $ 36,913  

AISC, After By-product Credits

  $ 48,974     $     $ 48,974  

Divided by ounces produced

    26             26  

Cash Cost, Before By-product Credits, per Ounce

  $ 1,402     $     $ 1,402  

By-product credits per ounce

    (4           (4 )

Cash Cost, After By-product Credits, per Ounce

  $ 1,398     $       1,398  

AISC, Before By-product Credits, per Ounce

  $ 1,859     $     $ 1,859  

By-product credits per ounce

    (4 )           (4 )

AISC, After By-product Credits, per Ounce

  $ 1,855     $     $ 1,855  

 

 

In thousands (except per ounce amounts)

 

Three Months Ended September 30, 2020

 
   

Total

Silver

   

Total Gold

   

Total

 

Cost of sales and other direct production costs and depreciation, depletion and amortization (7)

  $ 75,565       65,450     $ 141,015  

Depreciation, depletion and amortization (7)

    (15,472 )     (22,518 )     (37,990 )

Treatment costs

    26,794       562       27,356  

Change in product inventory

    3,736       7,463       11,199  

Reclamation and other costs (8)

    (1,283 )     (773 )     (2,056 )

Exclusion of cash costs

    (22,593 )     (13,178 )     (35,771 )

Cash Cost, Before By-product Credits (1)

    66,747       37,006       103,753  

Reclamation and other costs

    902       97       999  

Sustaining exploration

    799       335       1,134  

Sustaining capital

    8,547       11,629       20,176  

General and administrative (8)

    10,345             10,345  

AISC, Before By-product Credits (1)

    87,340       49,067       136,407  

By-product credits:

                       

Zinc

    (23,772 )           (23,772 )

Gold

    (24,912 )           (24,912 )

Lead

    (8,149 )           (8,149 )

Silver

          (93 )     (93 )

Total By-product credits

    (56,833 )     (93 )     (56,926 )

Cash Cost, After By-product Credits

  $ 9,914     $ 36,913     $ 46,827  

AISC, After By-product Credits

  $ 30,507     $ 48,974     $ 79,481  

Divided by ounces produced

    2,901       26          

Cash Cost, Before By-product Credits, per Ounce

  $ 23.00     $ 1,402          

By-product credits per ounce

    (19.59 )     (4 )        

Cash Cost, After By-product Credits, per Ounce

  $ 3.41     $ 1,398          

AISC, Before By-product Credits, per Ounce

  $ 30.11     $ 1,859          

By-product credits per ounce

    (19.59 )     (4 )        

AISC, After By-product Credits, per Ounce

  $ 10.52     $ 1,855          

 

 

In thousands (except per ounce amounts)

 

Nine Months Ended September 30, 2021

 
   

Greens

Creek

   

Lucky

Friday(2)

   

San

Sebastian(3)

   

Corporate(4)

   

Total Silver

 

Cost of sales and other direct production costs and depreciation, depletion and amortization

  $ 163,861     $ 74,287     $ 95             $ 238,243  

Depreciation, depletion and amortization

    (42,410 )     (20,328 )                   (62,738 )

Treatment costs

    27,444       13,087                     40,531  

Change in product inventory

    (156 )     (1,757 )                   (1,913 )

Reclamation and other costs

    (1,777 )     (840 )     (95 )             (2,712 )

Cash Cost, Before By-product Credits (1)

    146,962       64,449                     211,411  

Reclamation and other costs

    2,543       792                     3,335  

Sustaining exploration

    3,895                   1,359       5,254  

Sustaining capital

    17,459       19,104                   36,563  

General and administrative

                            27,985       27,985  

AISC, Before By-product Credits (1)

    170,859       84,345                     284,548  

By-product credits:

                                       

Zinc

    (74,571 )     (14,457 )                   (89,028 )

Gold

    (56,299 )                         (56,299 )

Lead

    (23,265 )     (30,762 )                   (54,027 )

Total By-product credits

    (154,135 )     (45,219 )                   (199,354 )

Cash Cost, After By-product Credits

  $ (7,173 )   $ 19,230     $             $ 12,057  

AISC, After By-product Credits

  $ 16,724     $ 39,126     $             $ 85,194  

Divided by silver ounces produced

    6,981       2,609                     9,590  

Cash Cost, Before By-product Credits, per Silver Ounce

  $ 21.05     $ 24.70     $             $ 22.05  

By-product credits per ounce

    (22.08 )     (17.33 )                   (20.79 )

Cash Cost, After By-product Credits, per Silver Ounce

  $ (1.03 )   $ 7.37     $             $ 1.26  

AISC, Before By-product Credits, per Silver Ounce

  $ 24.48     $ 32.33     $             $ 29.67  

By-product credits per ounce

    (22.08 )     (17.33 )                   (20.79 )

AISC, After By-product Credits, per Silver Ounce

  $ 2.40     $ 15.00     $             $ 8.88  

 

 

In thousands (except per ounce amounts)

 

Nine Months Ended September 30, 2021

 
   

Casa Berardi(5)

   

Nevada

Operations(6)

   

Total Gold

 

Cost of sales and other direct production costs and depreciation, depletion and amortization

  $ 172,760     $ 46,832     $ 219,592  

Depreciation, depletion and amortization

    (61,159 )     (15,021 )     (76,180 )

Treatment costs

    1,723       1,731       3,454  

Change in product inventory

    (2,401 )     (9,951 )     (12,352 )

Reclamation and other costs

    (632 )     299       (333 )

Cash Cost, Before By-product Credits (1)

    110,291       23,890       134,181  

Reclamation and other costs

    632       681       1,313  

Sustaining exploration

    3,551             3,551  

Sustaining capital

    21,030       195       21,225  

AISC, Before By-product Credits (1)

    135,504       24,766       160,270  

By-product credits:

                       

Silver

    (656 )     (1,131 )     (1,787 )

Total By-product credits

    (656 )     (1,131 )     (1,787 )

Cash Cost, After By-product Credits

  $ 109,635     $ 22,759     $ 132,394  

AISC, After By-product Credits

  $ 134,848     $ 23,635     $ 158,483  

Divided by gold ounces produced

    97       20       117  

Cash Cost, Before By-product Credits, per Gold Ounce

  $ 1,134     $ 1,180     $ 1,142  

By-product credits per ounce

    (7 )     (56 )     (15 )

Cash Cost, After By-product Credits, per Gold Ounce

  $ 1,127     $ 1,124     $ 1,127  

AISC, Before By-product Credits, per Gold Ounce

  $ 1,394     $ 1,223     $ 1,364  

By-product credits per ounce

    (7 )     (56 )     (15 )

AISC, After By-product Credits, per Gold Ounce

  $ 1,387     $ 1,167     $ 1,349  

 

 

In thousands (except per ounce amounts)

 

Nine Months Ended September 30, 2021

 
   

Total

Silver

   

Total Gold

   

Total

 

Cost of sales and other direct production costs and depreciation, depletion and amortization

  $ 238,243       219,592     $ 457,835  

Depreciation, depletion and amortization

    (62,738 )     (76,180 )     (138,918 )

Treatment costs

    40,531       3,454       43,985  

Change in product inventory

    (1,913 )     (12,352 )     (14,265 )

Reclamation and other costs

    (2,712 )     (333 )     (3,045 )

Cash Cost, Before By-product Credits (1)

    211,411       134,181       345,592  

Reclamation and other costs

    3,335       1,313       4,648  

Sustaining exploration

    5,254       3,551       8,805  

Sustaining capital

    36,563       21,225       57,788  

General and administrative

    27,985             27,985  

AISC, Before By-product Credits (1)

    284,548       160,270       444,818  

By-product credits:

                       

Zinc

    (89,028 )           (89,028 )

Gold

    (56,299 )           (56,299 )

Lead

    (54,027 )           (54,027 )

Silver

          (1,787 )     (1,787 )

Total By-product credits

    (199,354 )     (1,787 )     (201,141 )

Cash Cost, After By-product Credits

  $ 12,057     $ 132,394     $ 144,451  

AISC, After By-product Credits

  $ 85,194     $ 158,483     $ 243,677  

Divided by ounces produced

    9,590       117          

Cash Cost, Before By-product Credits, per Ounce

  $ 22.05     $ 1,142          

By-product credits per ounce

    (20.79 )     (15 )        

Cash Cost, After By-product Credits, per Ounce

  $ 1.26     $ 1,127          

AISC, Before By-product Credits, per Ounce

  $ 29.67     $ 1,364          

By-product credits per ounce

    (20.79 )     (15 )        

AISC, After By-product Credits, per Ounce

  $ 8.88     $ 1,349          

 

 

In thousands (except per ounce amounts)

 

Nine Months Ended September 30, 2020

 
   

Greens

Creek

   

Lucky

Friday(2)

   

San

Sebastian

   

Corporate(4)

   

Total

Silver

 

Cost of sales and other direct production costs and depreciation, depletion and amortization (7)

  $ 153,496     $ 35,787     $ 18,271             $ 207,554  

Depreciation, depletion and amortization

    (37,152 )     (5,152 )     (3,149 )             (45,453 )

Treatment costs

    58,517       7,502       232               66,251  

Change in product inventory

    1,749       807       681               3,237  

Reclamation and other costs (8)

    (478 )           (1,050 )             (1,528 )

Exclusion of Lucky Friday cash costs

          (38,944 )                   (38,944 )

Cash Cost, Before By-product Credits (1)

    176,132             14,985               191,117  

Reclamation and other costs

    2,365             342               2,707  

Sustaining exploration

    374                   1,362       1,736  

Sustaining capital

    18,276             299       38       18,613  

General and administrative (8)

                            26,263       26,263  

AISC, Before By-product Credits (1)

    197,147             15,626               240,436  

By-product credits:

                                       

Zinc

    (59,711 )                         (59,711 )

Gold

    (57,850 )           (10,402 )             (68,252 )

Lead

    (22,208 )                         (22,208 )

Total By-product credits

    (139,769 )           (10,402 )             (150,171 )

Cash Cost, After By-product Credits

  $ 36,363     $     $ 4,583             $ 40,946  

AISC, After By-product Credits

  $ 57,378     $     $ 5,224             $ 90,265  

Divided by ounces produced

    8,164             772               8,936  

Cash Cost, Before By-product Credits, per Ounce

  $ 21.57     $       19.40             $ 21.39  

By-product credits per ounce

    (17.12 )           (13.47 )             (16.81 )
Cash Cost, After By-product Credits, per Ounce   $ 4.45     $       5.93             $ 4.58  
AISC, Before By-product Credits, per Ounce   $ 24.15     $     $ 20.23             $ 26.90  
By-product credits per ounce     (17.12 )           (13.47 )             (16.81 )

AISC, After By-product Credits, per Ounce

  $ 7.03     $     $ 6.76             $ 10.09  

 

 

In thousands (except per ounce amounts)

 

Nine Months Ended September 30, 2020

 
   

Casa Berardi

   

Nevada

Operations

   

Total Gold

 

Cost of sales and other direct production costs and depreciation, depletion and amortization (7)

  $ 140,893     $ 44,348     $ 185,241  

Depreciation, depletion and amortization (7)

    (44,314 )     (22,725 )     (67,039 )

Treatment costs

    1,693       45       1,738  

Change in product inventory

    1,751       15,869       17,620  

Reclamation and other costs (8)

    (637 )     (978 )     (1,615 )

Exclusion of Nevada cash costs

          (13,178 )     (13,178 )

Cash Cost, Before By-product Credits (1)

    99,386       23,381       122,767  

Reclamation and other costs

    287       654       941  

Sustaining exploration

    1,493             1,493  

Sustaining capital

    24,413       1,600       26,013  

AISC, Before By-product Credits (1)

    125,579       25,635       151,214  

By-product credits:

                       

Silver

    (285 )     (635 )     (920 )

Total By-product credits

    (285 )     (635 )     (920 )

Cash Cost, After By-product Credits

  $ 99,101     $ 22,746     $ 121,847  

AISC, After By-product Credits

  $ 125,294     $ 25,000     $ 150,294  

Divided by ounces produced

    84       32       116  

Cash Cost, Before By-product Credits, per Ounce

  $ 1,184     $ 736     $ 1,061  

By-product credits per ounce

    (3 )     (20 )     (8 )

Cash Cost, After By-product Credits, per Ounce

  $ 1,181     $ 716     $ 1,053  

AISC, Before By-product Credits, per Ounce

  $ 1,496     $ 807     $ 1,307  

By-product credits per ounce

    (3 )     (20 )     (8 )

AISC, After By-product Credits, per Ounce

  $ 1,493     $ 787     $ 1,299  

 

 

In thousands (except per ounce amounts)

 

Nine Months Ended September 30, 2020

 
   

Total

Silver

   

Total Gold

   

Total

 

Cost of sales and other direct production costs and depreciation, depletion and amortization (7)

  $ 207,554       185,241     $ 392,795  

Depreciation, depletion and amortization (7)

    (45,453 )     (67,039 )     (112,492 )

Treatment costs

    66,251       1,738       67,989  

Change in product inventory

    3,237       17,620       20,857  

Reclamation and other costs (8)

    (1,528 )     (1,615 )     (3,143 )

Exclusion of cash costs

    (38,944 )     (13,178 )     (52,122 )

Cash Cost, Before By-product Credits (1)

    191,117       122,767       313,884  

Reclamation and other costs

    2,707       941       3,648  

Sustaining exploration

    1,736       1,493       3,229  

Sustaining capital

    18,613       26,013       44,626  

General and administrative (8)

    26,263             26,263  

AISC, Before By-product Credits (1)

    240,436       151,214       391,650  

By-product credits:

                       

Zinc

    (59,711 )           (59,711 )

Gold

    (68,252 )           (68,252 )

Lead

    (22,208 )           (22,208 )

Silver

          (920 )     (920 )

Total By-product credits

    (150,171 )     (920 )     (151,091 )

Cash Cost, After By-product Credits

  $ 40,946     $ 121,847     $ 162,793  

AISC, After By-product Credits

  $ 90,265     $ 150,294     $ 240,559  

Divided by ounces produced

    8,936       116          

Cash Cost, Before By-product Credits, per Ounce

  $ 21.39     $ 1,061          
By-product credits per ounce     (16.81 )     (8 )        
Cash Cost, After By-product Credits, per Ounce   $ 4.58     $ 1,053          
AISC, Before By-product Credits, per Ounce   $ 26.90     $ 1,307          

By-product credits per ounce

    (16.81 )     (8 )        

AISC, After By-product Credits, per Ounce

  $ 10.09     $ 1,299          

 

(1)

Includes all direct and indirect operating costs related to the physical activities of producing metals, including mining, processing and other plant costs, third-party refining and marketing expense, on-site general and administrative costs and royalties, before by-product revenues earned from all metals other than the primary metal produced at each unit. AISC, Before By-product Credits also includes on-site exploration, reclamation, and sustaining capital costs.

 

(2)

The unionized employees at Lucky Friday were on strike from March 2017 until January 2020, and production at Lucky Friday was limited from the start of the strike until the ramp-up was substantially completed in the fourth quarter of 2020. Costs related to ramp-up activities totaling $5.4 million, along with $6.3 million in non-cash depreciation expense, in the first nine months of 2020 have been excluded from the calculations of cost of sales and other direct production costs and depreciation, depletion and amortization, Cash Cost, Before By-product Credits, Cash Cost, After By-product Credits, AISC, Before By-product Credits, and AISC, After By-product Credits.

 

 

(3)

Mining at San Sebastian was completed in the third quarter of 2020, and milling was completed in the fourth quarter of 2020. Suspension-related costs at San Sebastian totaling $2.0 million for the first nine months of 2021 are reported in a separate line item on our consolidated statements of operations and excluded from the calculations of cost of sales and other direct production costs and depreciation, depletion and amortization, Cash Cost, Before By-product Credits, Cash Cost, After By-product Credits, AISC, Before By-product Credits, and AISC, After By-product Credits.

 

(4)

AISC, Before By-product Credits for our consolidated silver properties includes corporate costs for general and administrative expense, exploration and sustaining capital.

 

 

(5)

In late March 2020, the Government of Quebec ordered the mining industry to reduce to minimum operations as part of the fight against the COVID-19 virus, causing us to suspend our Casa Berardi operations from approximately March 24 until April 15, when limited mining operations resumed, resulting in reduced mill throughput. Suspension-related costs totaling $1.6 million for the first nine months of 2020 are reported in a separate line item on our consolidated statements of operations and excluded from the calculations of cost of sales and other direct production costs and depreciation, depletion and amortization, Cash Cost, Before By-product Credits, Cash Cost, After By-product Credits, AISC, Before By-product Credits, and AISC, After By-product Credits.

 

(6)

Production was suspended at the Hollister and Midas mines and Aurora mill in the latter part of 2019. Suspension-related costs at Nevada Operations totaling $15.0 million and $9.6 million for the first nine months of 2021 and 2020, respectively, are reported in a separate line item on our consolidated statements of operations and excluded from the calculations of cost of sales and other direct production costs and depreciation, depletion and amortization, Cash Cost, Before By-product Credits, Cash Cost, After By-product Credits, AISC, Before By-product Credits, and AISC, After By-product Credits.

 

(7)

See Note 2 of Notes to Condensed Consolidated Financial Statements (Unaudited) for information on revisions to amounts previously reported for cost of sales and other direct production costs and depreciation, depletion and amortization.

 

(8)

Excludes the discretionary portion of general and administrative costs for Greens Creek, Casa Berardi and corporate of $0.4 million, $0.4 million and $1.4 million, respectively, for the third quarter and first nine months of 2020.

 

Financial Liquidity and Capital Resources

 

We have a disciplined cash management strategy of maintaining financial flexibility to execute our capital priorities and provide long-term value to our shareholders. Consistent with that strategy, we aim to maintain an acceptable level of net debt and sufficient liquidity to fund debt service costs, operations, capital development and exploration projects, while returning cash to stockholders through dividends and potential share repurchases.

 

At September 30, 2021, we had $190.9 million in cash and cash equivalents, of which $15.3 million was held in foreign subsidiaries' local currency that we anticipate utilizing for near-term operating, exploration or capital costs by those foreign subsidiaries. We also have USD cash and cash equivalent balances held by our foreign subsidiaries that, if repatriated, may be subject to withholding taxes. We expect that there would be no additional tax burden upon repatriation after considering the cash cost associated with the withholding taxes. We believe that our liquidity and capital resources from our U.S. operations are adequate to fund our U.S. operations and corporate activities.

 

Our liquid assets include (in millions):

 

   

September 30,

2021

   

December 31,

2020

 

Cash and cash equivalents held in U.S. dollars

  $ 175.6     $ 116.4  

Cash and cash equivalents held in foreign currency

    15.3       13.4  

Total cash and cash equivalents

    190.9       129.8  

Marketable equity securities - current and non-current

    8.0       19.3  

Total cash, cash equivalents and investments

  $ 198.9     $ 149.1  

 

Cash and cash equivalents increased by $61.1 million in the first nine months of 2021. Cash held in foreign currencies represents balances in Canadian dollars and Mexican pesos, with the $1.9 million increase in the first nine months of 2021 resulting from increases in CAD held. The value of marketable equity securities decreased by $11.3 million.

 

 

On February 19, 2020, we completed an offering of Senior Notes in the total principal amount of USD$475 million. The Senior Notes are due February 15, 2028 and bear interest at a rate of 7.25% per year from the most recent payment date on which interest has been paid or provided for.  In July 2020, we agreed to issue our Series 2020-A Senior Notes due July 9, 2025 (the “IQ Notes”) for CAD$50 million (approximately USD$36.8 million at the time of the transaction) in aggregate principal amount, which mature in July 2025 and bear interest at a rate of 6.515% per year. We also have a $250 million revolving credit facility, with interest payable on amounts drawn at an annual rate of between 2.25% and 4.00% over the London Interbank Offered Rate, or between 1.25% and 3.00% over an alternative base rate. There was no amount outstanding under the revolving credit facility as of September 30, 2021, with the exception of $21.0 million utilized for letters of credit. See Note 8 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information on our debt arrangements.

 

We continue to address the COVID-19 outbreak and face uncertainty related to the potential additional impacts it could have on our operations. It is possible that future restrictions at any of our operations could have a material adverse impact on operations or financial results beyond 2021. We have taken precautionary measures to mitigate the impact of COVID-19, including implementing revised operational plans. COVID-19 and these revised plans have had negative impacts on operations and financial results, including the impact of manpower challenges on mine sequencing at Greens Creek, resulting in lower grade material mined during the third quarter of 2021, with higher grade production being deferred to future periods. COVID-19 and the revised operational practices, as long as they are required, could continue to have an adverse impact on our operating results due to deferred production and revenues or additional costs. The impacts of COVID-19 and increasing or prolonged restrictions, if required, on our operations could require access to additional sources of liquidity, which may not be available to us. See Item 1A. Risk Factors - Natural disasters, public health crises, political crises (including COVID-19), and other catastrophic events or other events outside of our control may materially and adversely affect our business or financial results and COVID-19 virus pandemic may heighten other risks in our 2020 Form 10-K for information on how restrictions related to COVID-19 have affected some of our operations.

 

Pursuant to our common stock dividend policy described in Note 7 of Notes to Condensed Consolidated Financial Statements (Unaudited) and Note 10 of Notes to Consolidated Financial Statements in our 2020 Form 10-K, our Board of Directors declared and paid dividends on common stock totaling $16.8 million in the first nine months of 2021 and $4.0 million in the first nine months of 2020. Our dividend policy has a silver-linked component which ties the amount of declared common stock dividends to our realized silver price for the preceding quarter. Another component of our common stock dividend policy anticipates paying an annual minimum dividend. In each of May and September 2021, our Board of Directors approved an increase in our silver-linked dividend policy by 1 cent per year, and in September 2021 also approved a reduction in the minimum realized silver price threshold to $20 from $25 per ounce. We realized silver prices of $25.66, $27.14 and $23.97 in the first, second and third quarters of 2021, respectively, thus satisfying the criterion for the silver-linked dividend component of our common stock dividend policy. As a result, on May 5, 2021 and August 4, 2021, our Board of Directors declared quarterly cash dividends of 1.125 cents per share of common stock, consisting of 0.375 cent per share for the minimum dividend component and 0.75 cent per share for the silver-linked dividend component of our dividend policy, and on November 3, 2021, declared a quarterly cash dividend of 0.625 cent per share of common stock, consisting of 0.375 cent per share for the minimum dividend component and 0.25 cent per share for the silver-linked dividend component of our dividend policy. In total, dividends of $6.0 million were paid in each of June and September 2021, and $3.4 million in dividends is expected to be paid in December 2021. For illustrative purposes only, the table below summarizes potential dividend amounts under our dividend policy.

 

 

Quarterly Average

Realized Silver

Price ($ per

ounce)

   

Quarterly Silver-

Linked Dividend

(cents per share)

   

Annualized Silver-

Linked Dividend

(cents per share)

   

Annualized

Minimum

Dividend

(cents per

share)

   

Annualized

Dividends per

Share: Silver-

Linked and

Minimum (cents

per share)

 
  $20       0.25       1       1.5       2.5  
  $25       1       4       1.5       5.5  
  $30       1.5       6       1.5       7.5  
  $35       2.5       10       1.5       11.5  
  $40       3.5       14       1.5       15.5  
  $45       4.5       18       1.5       19.5  
  $50       5.5       22       1.5       23.5  

 

The declaration and payment of dividends on common stock is at the sole discretion of our board of directors, and there can be no assurance that we will continue to declare and pay common stock dividends in the future.

 

Pursuant to our stock repurchase program described in Note 10 of Notes to Consolidated Financial Statements in our 2020 Form 10-K, we are authorized to repurchase up to 20 million shares of our outstanding common stock from time to time in open market or privately negotiated transactions, depending on prevailing market conditions and other factors.  The repurchase program may be modified, suspended or discontinued by us at any time.  Whether or not we engage in repurchases from time to time may depend on a variety of factors, including not only price and cash resources, but customary black-out restrictions, whether we have any material inside information, limitations on share repurchases or cash usage that may be imposed by our credit agreement or in connection with issuances of securities, alternative uses for cash, applicable law, and other investment opportunities from time to time. As of September 30, 2021 and December 31, 2020, 934,100 shares had been purchased in prior periods at an average price of $3.99 per share, leaving 19.1 million shares that may yet be purchased under the program.  We have not repurchased any shares since June 2014. The closing price of our common stock at November 2, 2021, was $5.87 per share. 

 

Pursuant to an equity distribution agreement dated February 18, 2021, we may offer and sell up to 60 million shares of our common stock from time to time to or through sales agents in “at-the-market” (ATM) offerings. Sales of the shares, if any, will be made by means of ordinary brokers transactions or as otherwise agreed between the Company and the agents as principals. Whether or not we engage in sales from time to time may depend on a variety of factors, including share price, our cash resources, customary black-out restrictions, and whether we have any material inside information. The agreement can be terminated by us at any time. Any shares issued under the equity distribution agreement are registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3. No shares have been sold under the agreement as of September 30, 2021.

 

We may defer some capital investment and/or exploration and pre-development activities, engage in asset sales or secure additional capital if necessary to maintain liquidity. We also may pursue additional acquisition opportunities, which could require additional equity issuances or other forms of financing. There can be no assurance that such financing will be available to us.

 

 

As a result of our current cash balances, the performance of our current and expected operations, current metals prices, proceeds from potential at-the-market sales of common stock, and availability of our revolving credit facility, we believe we will be able to meet our obligations and other potential cash requirements during the next 12 months from the date of this report. Our obligations and other uses of cash may include, but are not limited to: debt service obligations related to the Senior Notes and IQ Notes; principal and interest payments under our revolving credit facility; deferral of revenues, care-and-maintenance and other costs related to addressing the impacts of COVID-19 on our operations; capital expenditures at our operations; potential acquisitions of other mining companies or properties; regulatory matters; litigation; potential repurchases of our common stock under the program described above; and payment of dividends on common stock, if declared by our board of directors. We currently estimate a total of approximately $120 million will be spent in 2021 on capital expenditures, primarily for equipment, infrastructure, and development at our mines, including $75.2 million already incurred as of September 30, 2021 and excluding $9.1 million for the acquisition of royalty interests and land at our operations.  We also estimate exploration and pre-development expenditures will total approximately $48.5 million in 2021, including $35.0 million already incurred as of September 30, 2021. Our expenditures for these items and our related plans for 2021 may change based upon our financial position, metals prices, and other considerations. Our ability to fund the activities described above will depend on our operating performance, metals prices, our ability to estimate revenues and costs, sources of liquidity available to us, including the revolving credit facility, and other factors. A sustained downturn in metals prices, significant increase in operational or capital costs or other uses of cash, our inability to access the credit facility or the sources of liquidity discussed above, or other factors beyond our control could impact our plans.

   

Nine Months Ended

 
   

September 30, 2021

   

September 30, 2020

 

Cash provided by operating activities (in millions)

  $ 167.0     $ 115.9  

 

Cash provided by operating activities in the first nine months of 2021 increased by $51.1 million compared to the same period in 2020 due to higher net income, as adjusted for non-cash items, and lower product inventory, partially offset by  lower accounts payable and accruals for incentive compensation. 

 

   

Nine Months Ended

 
   

September 30, 2021

   

September 30, 2020

 

Cash used in investing activities (in millions)

  $ (78.0 )   $ (55.7 )

 

During the first nine months of 2021, we invested $80.2 million in capital expenditures, including $9.1 million for acquisition of royalty interests and land at our operations and excluding $4.0 million in non-cash capital lease additions, an increase of $25.8 million compared to the same period in 2020. The variance was primarily due to increased spending at Casa Berardi and Lucky Friday.  We recognized proceeds from the exchange of investments in the first nine months of 2021 and purchased marketable equity securities having a cost basis of $1.7 million during the first nine months of 2020. 

 

   

Nine Months Ended

 
   

September 30, 2021

   

September 30, 2020

 

Cash used in financing activities (in millions)

  $ (27.4 )   $ (22.0 )

 

In the first nine months of 2020, we received $469.5 million and $27.6 million in net proceeds from the issuance of our Senior Notes and IQ Notes, respectively, drew $210.0 million on our revolving credit facility, and had debt repayments of $506.5 million for redemption of our 2021 Notes and $210.0 million for our revolving credit facility. We had no borrowings or repayments of debt during the first nine months of 2021. During the first nine months of 2021 and 2020, we paid cash dividends on our common stock totaling $16.8 million and $4.0 million, respectively, and cash dividends of $0.4 million on our Series B Preferred Stock in each of those periods, with the increase in common dividends resulting from higher realized silver prices and amendments to our dividend policy discussed above. We made repayments on our capital leases of $5.6 million and $4.2 million in the nine-month periods ended September 30, 2021 and 2020, respectively. We acquired treasury shares for $4.5 million and $2.7 million in the first nine months of 2021 and 2020, respectively, as a result of employees' elections to utilize net share settlement to satisfy their tax withholding obligations related to incentive compensation paid in stock and vesting of restricted stock units.

 

 

The effect of changes in foreign exchange rates resulted in a $0.5 million decrease in cash and cash equivalents in the first nine months of 2021 compared to a decrease of $1.9 million in the first nine months of 2020, with the variance due to strengthening of the CAD and MXN relative to the USD in 2021.

 

Contractual Obligations, Contingent Liabilities and Commitments

 

The table below presents our fixed, non-cancelable contractual obligations and commitments primarily related to our Senior Notes, IQ Notes, revolving credit facility, outstanding purchase orders, certain capital expenditures and lease arrangements as of September 30, 2021 (in thousands):

 

   

Payments Due By Period

 
   

Less than 1

year

   

1-3 years

   

3-5 years

   

More than

5 years

   

Total

 

Purchase obligations (1)

  $ 19,291     $     $     $     $ 19,291  

Contractual obligations (2)

    664                         664  

Finance lease commitments (3)

    6,336       7,903       855             15,094  

Operating lease commitments (4)

    3,166       3,627       1,057       1,953       9,803  

Supplemental executive retirement plan (5)

    759       1,789       2,833       6,249       11,630  

Revolving credit facility (6)

    1,717       612                   2,329  

Senior Notes (7)

    34,438       68,876       68,876       522,349       694,539  

IQ Notes (8)

    2,467       4,934       39,768             47,169  

Total contractual cash obligations

  $ 68,838     $ 87,741     $ 113,389     $ 530,551     $ 800,519  

 

 

(1)

Consists of open purchase orders of approximately $5.5 million at the Greens Creek unit, $8.5 million at the Lucky Friday unit, $0.5 million at the Casa Berardi unit and $4.7 million at the Nevada Operations unit.

 

 

(2)

As of September 30, 2021, we were committed to approximately $0.7 million for various items at Greens Creek. 

 

 

(3)

Includes scheduled finance lease payments of $14.1 million, $0.9 million and $0.1 million (including interest), respectively, for equipment at our Greens Creek, Casa Berardi and Nevada Operations units.  These leases have fixed payment terms and contain bargain purchase options at the end of the lease periods (see Note 8 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information).

 

 

(4)

We enter into operating leases in the normal course of business.  Substantially all lease agreements have fixed payment terms based on the passage of time.  Some lease agreements provide us with the option to renew the lease or purchase the leased property.  Our future operating lease obligations would change if we exercised these renewal options and if we entered into additional operating lease arrangements.

 

 

(5)

We sponsor defined benefit pension plans covering substantially all U.S. employees and provide certain post-retirement benefits for qualifying retired employees, along with a supplemental executive retirement plan (“SERP”). These amounts represent our estimate of the future benefit payment requirements for the next 10 years for the SERP as of September 30, 2021. However, in January 2021, we contributed $16.8 million in shares of our common stock to the SERP in order to fund future benefit payments.  We believe we will have future funding requirements related to our defined benefit pension plans and benefit payment obligations for the SERP beyond 10 years; however, such funding requirements are not fixed in nature and are difficult to estimate, as they involve significant assumptions. See Note 5 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information.

 

 

(6)

We have a $250 million revolving credit agreement under which we are required to pay a standby fee of between 0.5625% and 1.00% per annum on undrawn amounts and interest of between 2.25% and 4.00% over the London Interbank Offered Rate or between 1.25% and 3.00% over an alternative base rate on drawn amounts under the revolving credit agreement. We had $21.0 million in letters of credit outstanding as of September 30, 2021. The amounts in the table above assume no additional amounts will be drawn in future periods, and include only the standby fee on the current undrawn balance. For more information on our credit facility, see Note 8 of Notes to Condensed Consolidated Financial Statements (Unaudited).

 

 

 

(7)

On February 19, 2020, we completed an offering of $475 million in aggregate principal amount of our Senior Notes due February 15, 2028. The Senior Notes bear interest at a rate of 7.25% per year from the original date of issuance or the most recent payment date to which interest has been paid or provided for.  Interest on the Senior Notes is payable on February 15 and August 15 of each year, commencing August 15, 2020. See Note 8 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information.

 

 

(8)

On July 9, 2020, we entered into a note purchase agreement pursuant to which we issued our IQ Notes for CAD$50 million (approximately USD$36.8 million at the time of the transaction) in aggregate principal amount. The IQ Notes were issued at a premium of 103.65%, or CAD$1.8 million, implying an effective annual yield of 5.74% and an aggregate principal amount to be repaid of CAD$48.2 million. The IQ Notes were issued in four equal installments of CAD$12.5 million on July 9, August 9, September 9 and October 9, 2020. The IQ Notes bear interest on amounts outstanding at a rate of 6.515% per year, payable on January 9 and July 9 of each year, commencing January 9, 2021. See Note 8 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information.

 

We record liabilities for costs associated with mine closure, reclamation of land and other environmental matters.  At September 30, 2021, our liabilities for these matters totaled $119.7 million.  Future expenditures related to closure, reclamation and environmental expenditures at our sites are difficult to estimate, although we anticipate we will incur expenditures relating to these obligations over the next 30 years. For additional information relating to our environmental obligations, see Note 11 of Notes to Condensed Consolidated Financial Statements (Unaudited).

 

Off-Balance Sheet Arrangements         

 

At September 30, 2021, we had no existing off-balance sheet arrangements, as defined under SEC regulations, that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Guarantor Subsidiaries

 

Presented below are Hecla’s unaudited interim condensed consolidating financial statements as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended, resulting from the guarantees by certain of Hecla’s subsidiaries of the Senior Notes and IQ Notes (see Note 8 of Notes to Condensed Consolidated Financial Statements (Unaudited) for more information). The Guarantors consist of the following of Hecla’s 100%-owned subsidiaries: Hecla Limited; Silver Hunter Mining Company; Rio Grande Silver, Inc.; Hecla MC Subsidiary, LLC; Hecla Silver Valley, Inc.; Burke Trading, Inc.; Hecla Montana, Inc.; Revett Silver Company; RC Resources, Inc.; Troy Mine Inc.; Revett Exploration, Inc.; Revett Holdings, Inc.; Mines Management, Inc.; Newhi, Inc.; Montanore Minerals Corp.; Hecla Alaska LLC; Hecla Greens Creek Mining Company; Hecla Admiralty Company; Hecla Juneau Mining Company; Klondex Holdings Inc.; Klondex Gold & Silver Mining Co.; Klondex Midas Holdings Limited; Klondex Aurora Mine Inc.; Klondex Hollister Mine Inc; and Hecla Quebec, Inc. We completed the offering of the Senior Notes on February 19, 2020 under our shelf registration statement previously filed with the SEC. We issued the IQ Notes in four equal tranches between July and October 2020.

 

 

The unaudited interim condensed consolidating financial statements below have been prepared from our financial information on the same basis of accounting as the unaudited interim condensed consolidated financial statements set forth elsewhere in this report. Investments in the subsidiaries are accounted for under the equity method. Accordingly, the entries necessary to consolidate Hecla, the Guarantors, and our non-guarantor subsidiaries are reflected in the intercompany eliminations column. In the course of preparing consolidated financial statements, we eliminate the effects of various transactions conducted between Hecla and its subsidiaries and among the subsidiaries. While valid at an individual subsidiary level, such activities are eliminated in consolidation because, when taken as a whole, they do not represent business activity with third-party customers, vendors, and other parties. Examples of such eliminations include the following:

 

 

Investments in subsidiaries. The acquisition of a company results in an investment in debt or equity capital on the records of the parent company and a contribution to debt or equity capital on the records of the subsidiary. Such investments and capital contributions are eliminated in consolidation.

 

 

Capital contributions. Certain of Hecla’s subsidiaries do not generate cash flow, either at all or that is sufficient to meet their capital needs, and their cash requirements are routinely met with inter-company advances from their parent companies. Generally on an annual basis, when not otherwise intended as debt, the boards of directors of such parent companies declare contributions of capital to their subsidiary companies, which increase the parents' investment and the subsidiaries' additional paid-in capital. In consolidation, investments in subsidiaries and related additional paid-in capital are eliminated.

 

 

Debt.  At times, inter-company debt agreements have been established between certain of Hecla’s subsidiaries and their parents. The related debt liability and receivable balances, accrued interest expense (if any) and income activity (if any), and payments of principal and accrued interest amounts (if any) by the subsidiary companies to their parents are eliminated in consolidation.

 

 

Dividends.  Certain of Hecla’s subsidiaries which generate cash flow routinely provide cash to their parent companies through inter-company transfers. On at least an annual basis, the boards of directors of such subsidiary companies declare dividends to their parent companies, which reduces the subsidiaries' retained earnings and increases the parents' dividend income. In consolidation, such activity is eliminated.

 

 

Deferred taxes. Our ability to realize deferred tax assets and liabilities is considered for two consolidated tax groups of subsidiaries within the United States: The Nevada U.S. Group and the Hecla U.S. Group. Within each tax group, all subsidiaries' estimated future taxable income contributes to the ability of their tax group to realize all such assets and liabilities. However, when Hecla’s subsidiaries are viewed independently, we use the separate return method to assess the realizability of each subsidiary’s deferred tax assets and whether a valuation allowance is required against such deferred tax assets. In some instances, a parent company or subsidiary may possess deferred tax assets whose realization depends on the future taxable incomes of other subsidiaries on a consolidated-return basis, but would not be considered realizable if such parent or subsidiary filed on a separate stand-alone basis. In such a situation, a valuation allowance is assessed on that subsidiary’s deferred tax assets, with the resulting adjustment reported in the eliminations column of the guarantor and parent’s financial statements, as is the case in the unaudited interim financial statements set forth below. The separate return method can result in significant eliminations of deferred tax assets and liabilities and related income tax provisions and benefits. Non-current deferred tax asset balances are included in other non-current assets on the consolidating balance sheets and make up a large portion of that item, particularly for the guarantor balances.

 

Separate financial statements of the Guarantors are not presented because the guarantees by the Guarantors are joint and several and full and unconditional, except for certain customary release provisions, including: (1) the sale or disposal of all or substantially all of the assets of the Guarantor; (2) the sale or other disposition of the capital stock of the Guarantor; (3) the Guarantor is designated as an unrestricted entity in accordance with the applicable provisions of the indenture; (4) Hecla ceases to be a borrower as defined in the indenture; and (5) upon legal or covenant defeasance or satisfaction and discharge of the indenture.

 

 

Unaudited Interim Condensed Consolidating Balance Sheets

 

   

As of September 30, 2021

 
   

Parent

   

Guarantors

   

Non-

Guarantors

   

Eliminations

   

Consolidated

 
   

(in thousands)

 

Assets

                                       

Cash and cash equivalents

  $ 138,350     $ 29,737     $ 22,817     $     $ 190,904  

Other current assets

    6,616       111,247       1,513             119,376  

Properties, plants, equipment and mineral interests - net

    1,913       2,320,850       8,255             2,331,018  

Intercompany receivable (payable)

    (458,892 )     443,348       274,212       (258,668 )      

Investments in subsidiaries

    2,589,521                   (2,589,521 )      

Other non-current assets

    305,478       19,943       (122,676 )     (169,626 )     33,119  

Total assets

  $ 2,582,986     $ 2,925,125     $ 184,121     $ (3,017,815 )   $ 2,674,417  

Liabilities and Shareholders' Equity

                                       

Current liabilities

  $ 291,220     $ 227,627     $ 1,881     $ (394,546 )   $ 126,182  

Long-term debt

    507,712       14,228       132             522,072  

Non-current portion of accrued reclamation

          103,400       5,270             108,670  

Non-current deferred tax liability

    15,808       160,690             (33,748 )     142,750  

Other non-current liabilities

    25,271       5,793       704             31,768  

Shareholders' equity

    1,742,975       2,413,387       176,134       (2,589,521 )     1,742,975  

Total liabilities and shareholders' equity

  $ 2,582,986     $ 2,925,125     $ 184,121     $ (3,017,815 )   $ 2,674,417  

 

Unaudited Interim Condensed Consolidating Statements of Operations

 

   

Three Months Ended September 30, 2021

 
   

Parent

   

Guarantors

   

Non-

Guarantors

   

Eliminations

   

Consolidated

 
   

(in thousands)

 

Revenues

  $ 4,950     $ 188,607     $ 3     $     $ 193,560  

Cost of sales

    1,481       (114,022 )     (1 )           (112,542 )

Depreciation, depletion, amortization

          (45,790 )                 (45,790 )

General and administrative

    (3,334 )     (5,077 )     (463 )           (8,874 )

Exploration and pre-development

          (14,651 )     (2,457 )           (17,108 )

Loss on derivative contracts

    12,148                         12,148  

Equity in earnings of subsidiaries

    (13,806 )                 13,806        

Other (expense) income

    (7,028 )     (3,619 )     (9,324 )     (6,935 )     (26,906 )

Income (loss) before income taxes

    (5,589 )     5,448       (12,242 )     6,871       (5,512 )

(Provision) benefit from income taxes

    4,610       (8,504 )     1,492       6,935       4,533  

Net income (loss)

    (979 )     (3,056 )     (10,750 )     13,806       (979 )

Preferred stock dividends

    (138 )                       (138 )

Income (loss) applicable to common shareholders

    (1,117 )     (3,056 )     (10,750 )     13,806       (1,117 )

Net income (loss)

    (979 )     (3,056 )     (10,750 )     13,806       (979 )

Changes in comprehensive income (loss)

    (6,267 )                       (6,267 )

Comprehensive income (loss)

  $ (7,246 )   $ (3,056 )   $ (10,750 )   $ 13,806     $ (7,246 )

 

 

   

Nine Months Ended September 30, 2021

 
   

Parent

   

Guarantors

   

Non-

Guarantors

   

Eliminations

   

Consolidated

 
   

(in thousands)

 

Revenues

  $ 4,477     $ 617,742     $ 176     $     $ 622,395  

Cost of sales

    3,452       (322,260 )     (109 )           (318,917 )

Depreciation, depletion, amortization

          (138,918 )                 (138,918 )

General and administrative

    (13,083 )     (14,324 )     (578 )           (27,985 )

Exploration and pre-development

    (14 )     (30,770 )     (4,255 )           (35,039 )

Loss on derivative contracts

    (4,692 )                       (4,692 )

Equity in earnings of subsidiaries

    20,057                   (20,057 )      

Other (expense) income

    11,779       (42,867 )     (15,513 )     (30,947 )     (77,548 )

Income (loss) before income taxes

    21,976       68,603       (20,279 )     (51,004 )     19,296  

(Provision) benefit from income taxes

    1,244       (30,410 )     2,143       30,947       3,924  

Net income (loss)

    23,220       38,193       (18,136 )     (20,057 )     23,220  

Preferred stock dividends

    (414 )                       (414 )

Income (loss) applicable to common shareholders

    22,806       38,193       (18,136 )     (20,057 )     22,806  

Net income (loss)

    23,220       38,193       (18,136 )     (20,057 )     23,220  

Changes in comprehensive income (loss)

    (2,815 )                       (2,815 )

Comprehensive income (loss)

  $ 20,405     $ 38,193     $ (18,136 )   $ (20,057 )   $ 20,405  

 

Unaudited Interim Condensed Consolidating Statements of Cash Flows

 

   

Nine Months Ended September 30, 2021

 
   

Parent

   

Guarantors

   

Non-Guarantors

   

Eliminations

   

Consolidated

 
   

(in thousands)

 

Cash flows from operating activities

  $ 513,050     $ 222,828     $ (23,055 )   $ (545,841 )   $ 166,982  

Cash flows from investing activities:

                                       

Additions to properties, plants, equipment and mineral interests

          (80,207 )     (3 )             (80,210 )

Other investing activities, net

    (850,032 )     2,330       44       849,831       2,173  

Cash flows from financing activities:

                                       

Dividends paid to shareholders

    (17,169 )                         (17,169 )

Payments on debt

          (5,598 )                   (5,598 )

Other financing activity, net

    403,245       (120,578 )     16,690       (303,990 )     (4,633 )

Effect of exchange rates on cash

          (440 )     (31 )           (471 )

Changes in cash, cash equivalents and restricted cash and cash equivalents

    49,094       18,335       (6,355 )           61,074  

Beginning cash, cash equivalents and restricted cash and cash equivalents

    89,256       12,455       29,172             130,883  

Ending cash, cash equivalents and restricted cash and cash equivalents

  $ 138,350     $ 30,790     $ 22,817     $     $ 191,957  

 

 

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

 

The following discussion about our exposure to market risks and risk management activities includes forward-looking statements that involve risks and uncertainties, as well as summarizes the financial instruments held by us at September 30, 2021, which are sensitive to changes in commodity prices and foreign exchange rates and are not held for trading purposes.  Actual results could differ materially from those projected in the forward-looking statements.  In the normal course of business, we also face risks that are either non-financial or non-quantifiable (See Item 1A. Risk Factors of our 2020 Form 10-K).

 

Metals Prices

 

Changes in the market prices of silver, gold, lead and zinc can significantly affect our profitability and cash flow. Metals prices can and often do fluctuate widely and are affected by numerous factors beyond our control (see Item 1A Risk Factors A substantial or extended decline in metals prices would have a material adverse effect on us in our 2020 Form 10-K). We utilize financially-settled forward and put option contracts to manage our exposure to changes in prices for silver, gold, zinc and lead.

 

Provisional Sales

 

Sales of all metals products sold directly to customers, including by-product metals, are recorded as revenues when all performance obligations have been completed and the transaction price can be determined or reasonably estimated. For concentrate sales, revenues are generally recorded at the time of shipment at forward prices for the estimated month of settlement. Due to the time elapsed between shipment to the customer and the final settlement with the customer we must estimate the prices at which sales of our metals will be settled. Previously recorded sales are adjusted to estimated settlement metals prices until final settlement by the customer.  Changes in metals prices between shipment and final settlement will result in changes to revenues previously recorded upon shipment.  Metals prices can and often do fluctuate widely and are affected by numerous factors beyond our control (see Item 1A Risk Factors A substantial or extended decline in metals prices would have a material adverse effect on us in our 2020 Form 10-K).  At September 30, 2021, metals contained in concentrate sales and exposed to future price changes totaled 1.5 million ounces of silver, 3,902 ounces of gold, 11,904 tons of zinc, and 6,096 tons of lead.  If the price for each metal were to change by 10%, the change in the total value of the concentrates sold would be approximately $8.3 million.  As discussed in Note 9 of Notes to Condensed Consolidated Financial Statements (Unaudited), we utilize a program designed and intended to mitigate the risk of negative price adjustments with limited mark-to-market financially-settled forward contracts for our silver, gold, zinc and lead sales.

 

Commodity-Price Risk Management

 

See Note 9 of Notes to Condensed Consolidated Financial Statements (Unaudited) and Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2020 Form 10-K for a description of our commodity-price risk management program.

 

Foreign Currency Risk Management

 

We operate or have mining interests in Canada and Mexico, which exposes us to risks associated with fluctuations in the exchange rates between the USD and the CAD and MXN, respectively. We have determined the functional currency for our Canadian and Mexican operations is the USD. As such, foreign exchange gains and losses associated with the re-measurement of monetary assets and liabilities from CAD and MXN to USD are recorded to earnings each period. For the nine months ended September 30, 2021 and 2020, we recognized net foreign exchange gains of $24 thousand and $1.2 million, respectively. Foreign currency exchange rates are influenced by a number of factors beyond our control. A 10% change in the exchange rate between the USD and CAD from the rate at September 30, 2021 would have resulted in a change of approximately $11.1 million in our net foreign exchange gain or loss. A 10% change in the exchange rate between the USD and MXN from the rate at September 30, 2021 would have resulted in a change of approximately $0.1 million in our net foreign exchange gain or loss. We do not hedge the remeasurement of monetary assets and liabilities. We do hedge some of our operating and capital costs denominated in foreign currency.

 

 

See Note 9 of Notes to Condensed Consolidated Financial Statements (Unaudited) and Note 11 of Notes to Consolidated Financial Statements in our 2020 Form 10-K for a description of our foreign currency risk management.

 

Item 4.    Controls and Procedures

 

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as required by Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report.  Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures, including controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management (including our CEO and CFO), were effective, as of September 30, 2021, in assuring them in a timely manner that material information required to be disclosed in this report has been properly recorded, processed, summarized and reported. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

 

Part II - Other Information

 

Item 1.    Legal Proceedings

 

For information concerning certain legal proceedings, refer to Note 11 of Notes to Condensed Consolidated Financial Statements (Unaudited), which is incorporated by reference into this Item 1. In addition, Hecla Mining Company’s subsidiary Hecla Limited and its subsidiary CoCa Mines Inc. ("CoCa"), and CoCa’s subsidiary Creede Resources, Inc. (collectively, the “Subsidiaries”) settled a lawsuit in Mineral County, Colorado (previously discussed in our prior filings, including our quarterly report on Form 10-Q for the quarter ended June 30, 2020) involving a claim of breach of contract for failure to indemnify a potentially responsible party for its liability to the United States under CERCLA at a Superfund site in Colorado. In exchange for the payment of $6.45 million, the Subsidiaries were granted a full release with respect to the claims made in the lawsuit, which was dismissed, with prejudice, on September 7, 2021.

 

Item 1A.    Risk Factors

 

Item 1A. Risk Factors of our 2020 Form 10-K sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition or operating results.  

 

Item 2. Unregistered Sales of Securities and Use of Proceeds

 

On September 22, 2021, we issued 100,000 unregistered shares of our common stock to the Lucky Friday Pension Plan Trust and 900,000 shares to the Hecla Mining Company Retirement Plan Trust in private placements in order to fund those defined benefit pension plans. The private placements were exempt from registration under the Securities Act of 1933 pursuant to section 4(a)(2) of that Act. The shares were subsequently registered for resale on a registration statement on Form S-3 filed with the SEC on November 3, 2021. We did not receive any cash proceeds from the issuance of the shares. The shares had a value of approximately $5.5 million at the time of issuance.

 

 

Item 4. Mine Safety Disclosures

 

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in exhibit 95 to this Quarterly Report.

 

Item 6.    Exhibits

 

Hecla Mining Company and Wholly Owned Subsidiaries

Form 10-Q – September 30, 2021

Index to Exhibits

 

3.1

Bylaws of the Registrant, as amended August 21, 2021. Filed as exhibit 3.2 to Registrant’s Current Report Form 8-K filed on August 23, 2021 (File No. 1-8491) and incorporated herein by reference.

 

4.1

Registration Rights Agreement, dated as of September 22, 2021, among Hecla Mining Company, as Issuer, and the Hecla Mining Company Retirement Plan Trust, which is the funding vehicle for the Hecla Mining Company Retirement Plan, a tax-qualified employee benefit pension plan sponsored by Hecla Mining Company, and the Lucky Friday Pension Plan Trust, which is the funding vehicle for the Lucky Friday Pension Plan. *

 

10.1

Hecla Mining Company 2010 Stock Incentive Plan (Amended and Restated as of August 21, 2021). *

 

10.2

Form of Indemnification Agreement dated July 1, 2021, between Registrant and Kurt Allen, incorporated by reference to exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (File No. 1-8491). (1)

 

10.3

Form of Change in Control Agreement dated July 1, 2021, between Registrant and Kurt Allen, incorporated by reference to exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2015 (File No. 1-8491). (1)

 

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

 

31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

 

32.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

 

32.2

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

 

99.1

Contribution Agreement, dated as of September 22, 2021, among Hecla Mining Company, as sponsor of the Hecla Mining Company Retirement Plan, the Retirement Committee, as the named fiduciary of the Hecla Mining Company Retirement Plan, and U.S. Bank National Association, as trustee of the Hecla Mining Company Retirement Plan Trust. *

 

99.2

Contribution Agreement, dated as of September 22, 2021, among Hecla Mining Company, Hecla Limited as sponsor of the Lucky Friday Pension Plan, the Pension Committee, as the named fiduciary of the Lucky Friday Pension Plan, and U.S. Bank National Association, as trustee of the Hecla Mining Company Retirement Plan Trust. *

 

 

95

Mine safety information listed in Section 1503 of the Dodd-Frank Act. *

 

101.INS

Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. **

 

101.SCH

Inline XBRL Taxonomy Extension Schema.**

 

101.CAL

Inline XBRL Taxonomy Extension Calculation.**

 

101.DEF

Inline XBRL Taxonomy Extension Definition.**

 

101.LAB

Inline XBRL Taxonomy Extension Labels.**

 

101.PRE

Inline XBRL Taxonomy Extension Presentation.**

 

104

Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 


(1)         Indicates a management contract or compensatory plan or arrangement.

 

* Filed herewith.

 

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

Items 3 and 5 of Part II are not applicable and are omitted from this report.

 

 

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.

 

   

HECLA MINING COMPANY

 
   

(Registrant)

 
         

Date:

November 4, 2021  

By:

/s/ Phillips S. Baker, Jr.

 
     

Phillips S. Baker, Jr., President,

 
     

Chief Executive Officer and Director

 
         

Date:

November 4, 2021  

By:

/s/ Russell D. Lawlar

 
     

Russell D. Lawlar, Senior Vice President,

 
     

Chief Financial Officer and Treasurer

 

 

73

Exhibit 4.1

 

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is entered into as of September 22nd, 2021 by and among Hecla Mining Company, a Delaware corporation (the “Company”), as sponsor of the Hecla Mining Company Retirement Plan (the “Retirement Plan”), Hecla Limited, a Delaware corporation (“Hecla Limited”), as sponsor of the Lucky Friday Pension Plan (“LF Plan” and, together with the Retirement Plan, the “Plans”), the Hecla Mining Company Retirement Committee (the “Retirement Committee”), as the named fiduciary of the Retirement Plan, the Hecla Mining Company Pension Committee (the “Pension Committee” and, together with the Retirement Committee, the “Committees”), as the named fiduciary of the LF Plan, and U.S. Bank National Association, as trustee of the Trusts (as defined below).

 

RECITALS

 

WHEREAS, the Trust Agreement dated January 12, 1981, as amended, between the Company, as grantor, and the Trustee, as successor trustee, governs a trust which holds Retirement Plan assets (the “Retirement Trust”);

 

WHEREAS, the Trust Agreement dated December 26, 1989, as amended, between the Company, as grantor, and the Trustee, as successor trustee, governs a trust which holds LF Plan assets (the “LF Trust” and, together with the Retirement Trust, the “Trusts”);

 

WHEREAS, each of the Retirement Committee and the Pension Committee is the “named fiduciary” with respect to the Retirement Plan and Pension Plan, respectively, within the meaning of Section 402(a) of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”);

 

WHEREAS, concurrently with the execution of this Agreement, the Company and the Retirement Committee have executed that certain contribution agreement, dated as of the date hereof (the “Retirement Contribution Agreement”), under which the Company has agreed to contribute 900,000 shares of common stock of the Company (the “Retirement Shares”) to the Retirement Trust (the “Retirement Contribution”);

 

WHEREAS, concurrently with the execution of this Agreement, the Company, Hecla Limited, and the Pension Committee have executed that certain contribution agreement, dated as of the date hereof (the “LF Contribution Agreement” and, together with the Retirement Contribution Agreement, the “Contribution Agreements”), under which the Company has agreed to contribute 100,000 shares of common stock of the Company (the “LF Shares” and, together with the Retirement Shares, the “Securities”) to the LF Trust (the “LF Contribution” and, together with the Retirement Contribution, the “Contributions”);

 

WHEREAS, the Company has agreed to grant certain registration rights with respect to the Securities, on the terms and subject to the conditions set forth in this Agreement; and

 

WHEREAS, concurrently with the execution of this Agreement, the Committees have executed direction letters, dated as of the date hereof, which directs the Trustee to sign this Agreement and honor this Agreement’s terms with respect to each Trust.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and mutual promises set forth herein, the parties hereto hereby agree as follows:

 

 

 

Section 1.    Registration; Compliance With the Securities Act.

 

1.1     Registration Procedures and Expenses. The Company hereby agrees that it shall:

 

(a)    prepare and file with the Securities and Exchange Commission (the “SEC”), as soon as reasonably practicable after the date of the Company’s initial issuance of Securities to a Trust pursuant to one of the Contribution Agreements, but in no event more than 120 days after such date, a shelf registration statement on Form S-3 covering the Securities (such registration statement and any successor registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), shall be hereinafter referred to as the “Registration Statement”), to enable the appropriate Committee, with respect to each Trust, to direct the Trustee to sell the Securities from time to time in the manner contemplated by the plan of distribution set forth in any prospectus that is part of the Registration Statement, as amended by any prospectus supplement or post-effective amendment thereto, and use its reasonable commercial efforts to cause such Registration Statement to be declared effective as promptly as reasonably possible after filing and to remain continuously effective until the earliest of (i) the date on which all Securities have been sold, and (ii) the fifth anniversary of the Contribution Agreements (the “Registration Period”); provided, however, that it shall not be required to file such Registration Statement or cause such Registration Statement to be declared effective during the pendency of any suspension period pursuant to Sections 1.2(c) or (d) below;

 

(b)    prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act, or if no such filing is required, as included in the Registration Statement (the “Prospectus”), as may be necessary to keep the Registration Statement effective at all times until the end of the Registration Period; provided, however, that it shall not be required to file any such amendment or prospectus supplement during the pendency of any suspension period pursuant to Sections 1.2(c) or (d) below;

 

(c)    with respect to each Trust, furnish the Committees and the Trustee with such reasonable number of copies of the Prospectus in conformity with the requirements of the Securities Act, and such other documents as the Committees may direct the Trustee to request, in order to facilitate the public sale or other disposition of all or any of the Securities held by such Trust by the Trustee, as directed by the appropriate Committee;

 

(d)    use its reasonable commercial efforts to file documents required of the Company for normal blue sky clearance in such states as the Committees shall reasonably designate in writing; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; and

 

(e)    bear all expenses in connection with the actions contemplated by paragraphs (a) through (d) of this Section 1.1 and the registration of the Securities pursuant to the Registration Statement.

 

With respect to each Trust, the Committees shall provide such reasonable assistance to the Company and furnish, or cause to be furnished, to the Company in writing such information regarding the Securities to be sold and the intended method or methods of disposition of the Securities, as shall be required to effect the registration of the Securities and as may be required from time to time under the Securities Act and the rules and regulations thereunder. As directed by the appropriate Committee, with respect to each Trust, the Trustee will provide the Company with specific information from the Trustee’s ordinary books and records about the Securities or the Trust.

 

 

 

1.2    Transfer of Securities After Registration; Suspension.

 

(a)    With respect to each Trust, the appropriate Committee agrees that it will not offer to sell or make any sale, assignment, pledge, hypothecation or other transfer with respect to the Securities that would constitute a sale within the meaning of the Securities Act except pursuant to either (i) the Registration Statement referred to in Section 1.1, (ii) Rule 144 under the Securities Act or any successor rule thereto (as such rule may be amended from time to time, “Rule 144”), or (iii) pursuant to an applicable exemption from registration under applicable federal and state securities laws and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Trustee or the intended plan of distribution of the Securities to the extent required by applicable securities laws.

 

(b)    The Committees and the Company agree that the Securities held by each Trust may be sold in one or more privately-negotiated block trades.

 

(c)    In addition to any suspension rights under paragraph (d) below, the Company may, upon the happening of any event that, in the judgment of the Company’s legal counsel, renders advisable the suspension of the disposition of Securities covered by the Registration Statement or use of the Prospectus due to pending corporate developments, public filings with the SEC or similar events, suspend the disposition of Securities covered by the Registration Statement or use of the Prospectus for a period of not more than ninety (90) days on written notice to the Committees (which notice will not disclose the content of any material non-public information) and will indicate the date of the beginning and end of the intended suspension, if known), in which case the Committees, upon receipt of such written notice, shall discontinue (or cause the Trust to discontinue) disposition of Securities covered by the Registration Statement or use of the Prospectus until copies of a supplemented or amended Prospectus are distributed to the Committees or until the Committees are advised in writing by the Company that the disposition of Securities covered by the Registration Statement or use of the applicable Prospectus may be resumed; provided, that such right to suspend the disposition of Securities covered by the Registration Statement or use of the Prospectus shall not be exercised by the Company for more than one hundred twenty (120) days in any twelve-month period. The suspension and notice thereof described in this Section 1.2(c) shall be held in confidence and not disclosed by the Committees, except as required by law.

 

(d)    Subject to paragraph (e) below, in the event of: (i) any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for additional information; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation of any proceedings for such purpose; or (iv) any event or circumstance that necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall deliver a certificate in writing to the Committees (the “Suspension Notice”) to the effect of the foregoing (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended suspension, if known), and upon receipt of such Suspension Notice, the Committees will refrain (or cause the Trust to refrain) from selling any Securities pursuant to the Registration Statement (a “Suspension”) until the Committees’ receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until they are advised in writing by the Company that the current Prospectus may be used, and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable commercial efforts to cause the use of the Prospectus so suspended to be resumed as soon as possible after delivery of a Suspension Notice to the Committees. The Suspension and Suspension Notice described in this Section 1.2(d) shall be held in confidence and not disclosed by the Committees, except as required by law.

 

 

 

(e)    The Committees may sell Securities under the Registration Statement provided that neither a Suspension nor a suspended disposition under Section 1.2(c) hereof is then in effect, the Committees sell in accordance with the plan of distribution in the Prospectus, and the Committees arrange for delivery of a current Prospectus to any transferee receiving such Securities in compliance with the Prospectus delivery requirements of the Securities Act.

 

1.3    Indemnification. For the purpose of this Section 1.3, the term “Registration Statement” shall include any preliminary or final Prospectus, exhibit, supplement or amendment included in or relating to the Registration Statement referred to in Section 1.1.

 

(a)    Indemnification by the Company. The Company agrees to indemnify and hold harmless the Committees and the Trustee (including, for purposes of this Section 1.3, the officers, directors, employees and agents of the Trustee and individual members of the Committees), and each person, if any, who controls the Trustee or the Committees within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against any and all losses, claims, damages, liabilities or expenses, joint or several, to which the Committees, the Trustee or such controlling person may become subject under the Securities Act, the Exchange Act, state securities law, federal income tax law, ERISA, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which consent shall not be unreasonably withheld or delayed), only to the extent such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) the Company’s breach of any representation or warranty hereunder, (ii) any failure on the part of the Company to comply with the covenants and agreements contained in this Agreement, or (iii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements in any of them, in light of the circumstances under which they were made, not misleading, and will reimburse the Committees and the Trustee and each such controlling person for any legal and other expenses as such expenses are reasonably incurred by the Committees, the Trustee or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon (A) any untrue statement about the Trustee made in the Registration Statement, the Prospectus or any amendment or supplement of the Registration Statement or Prospectus which untrue statement was transcribed from information that the Trustee furnished in writing to the Company or (B) (with respect to expenses incurred by the Committees) any untrue statement or omission of a material fact required to make such statement not misleading in any Prospectus that is corrected in any subsequent Prospectus that was delivered to the Committees before the pertinent sale or sales by the Committees. The indemnification, hold-harmless, and release rights in favor of the Trustee set forth herein are in addition to any indemnification, hold-harmless, and release rights set forth elsewhere.

 

 

 

(b)    Indemnification Procedure.

 

(i)    Promptly after receipt by an indemnified party under this Section 1.3 of written notice of the threat or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing of the claim; provided, however, that the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party under the indemnity agreement contained in this Section 1.3 or otherwise, to the extent it is not prejudiced as a result of such failure.

 

(ii)    In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to the indemnified party or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party or other indemnified parties that are different from such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless:

 

1)    The indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel), approved by such indemnifying party representing all of the indemnified parties who are parties to such action); or

 

2)    The indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action.

 

In each such case, the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party.

 

(c)    Contribution. If the indemnification provided for in this Section 1.3 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions that resulted in such loss, claim, damage, liability or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 1.3(b) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

 

 

 

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 1.3(c) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 1.3(c), in no event shall the Trustee be required to contribute any amount in excess of the aggregate fees received by the Trustee pursuant to the Trust Agreements. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

 

(d)    Surviving Obligations. The obligation of the Company under this Section 1.3 shall survive the completion of the disposition of the Securities under this Section 1.

 

1.4    Rule 144 Information. For such period as either Trust or Plan holds any Securities received pursuant to the Contributions, the Company shall file all reports required to be filed by it under the Securities Act, the Exchange Act and the rules and regulations thereunder and shall take such further action to the extent required to enable the Trustee, as directed by the Committee, to sell the Securities pursuant to Rule 144.

 

1.5    Rights of the Trust. All of the rights and benefits conferred on the Committees and Trustee pursuant to this Agreement (other than the right to indemnification provided in Section 1.3) are intended to inure to the benefit of the Trusts.

 

Section 2.    Miscellaneous.

 

2.1    Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Idaho, irrespective of the choice of laws principles of the State of Idaho, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.

 

2.2    Force Majeure. No party will have any liability for damages or delay due to fire, explosion, lightning, pest damage, power failure or surges, strikes or labor disputes, water or flood, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, acts or omissions of communication or other carriers, or any other cause beyond a party’s reasonable control (other than that which arises from the gross negligence or willful misconduct of such party), whether or not similar to the foregoing, that prevent such party from materially performing its obligation hereunder.

 

2.3    Entire Agreement; Modification; Waivers. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiation, commitments and writings with respect to the matters discussed herein. This Agreement may not be altered, modified or amended except by a written instrument signed by all parties. The failure of any party to require the performance or satisfaction of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

 

 

 

2.4    Severability. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.

 

2.5    Notices. Except as otherwise expressly provided, any notice, request, demand or other communication permitted or required to be given under this Agreement shall be in writing, shall be sent by one of the following means to the Company, the Committees or the Trustee at the addresses set forth below (or to such other address as shall be designated hereunder by notice to the other parties and persons receiving copies, effective upon actual receipt), and shall be deemed conclusively to have been given: (a) on the first business day following the day timely deposited with Federal Express (or other reputable national overnight courier) or United States Express Mail, with the cost of delivery prepaid or for the account of the sender; (b) on the fifth business day following the day duly sent by certified or registered United States mail, postage prepaid and return receipt requested; or (c) when otherwise actually received by the addressee on a business day (or on the next business day if received after the close of normal business hours or on any non-business day).

 

If to the Company:

 

Hecla Mining Company

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Attn: David Sienko

 

 

If to the Retirement Committee:

 

Hecla Mining Company Retirement Committee

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Attn: Michael Clary

 

 

If to the Pension Committee:

 

Hecla Mining Company Pension Committee

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Attn: Michael Clary

 

If to the Trustee:

 

U.S. Bank National Association

c/o Ryan Maxey, Vice President and Relationship Manager

555 SW Oak St, 6th Fl

PD-OR-P6TD

Portland, OR 97204

 

 

 

2.6    Title and Headings. Titles and headings to sections herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

 

2.7    Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

2.8    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, the Committees and the Trustee and their respective successors and permitted assigns. None of the rights or obligations under this Agreement shall be assigned by the Trustee without the prior written consent of the Company and the Trust in their sole discretion.

 

[Signature page follows]

 

 

 

IN WITNESS WHEREOF, the parties hereto, being duly authorized, have executed and delivered this Agreement on the date first written above.

 

 

HECLA MINING COMPANY

 

 

By:

/s/ David C. Sienko

 

 

Name:

David C. Sienko

 

 

Title:

Vice President and General Counsel

 

       
  HECLA LIMITED  
       
  By: /s/ Russell Lawlar  
  Name: Russell Lawlar  
  Title: Vice President  
       
     
  HECLA MINING COMPANY RETIREMENT COMMITTEE  
       
  By:
SIG.JPG
 
  Name: Phillips S. Baker, Jr.  
  Chair    
       
       
  HECLA MINING COMPANY PENSION COMMITTEE  
       
  By:
SIG.JPG
 
  Name: Phillips S. Baker, Jr.  
  Chair    
       
       
  ACKNOWLEDGED BY:  
  U.S. BANK NATIONAL ASSOCIATION,  
  as Trustee of the Trust  
       
  By: /s/ Ryan Maxey  
  Name: Ryan Maxey  
  Title: Vice President  
       
       
  ACKNOWLEDGED BY:  
  Dale Stevens, Independent Fiduciary  
       
  By: /s/ Dale Stevens  
  Name: Dale Stevens, Independent Fiduciary  

 

 

 

Exhibit 10.1

 

HECLA MINING COMPANY 2010 STOCK INCENTIVE PLAN

 

(Amended and restated as of August 21, 2021)

 

Section 1. Purpose; Definitions

 

The purpose of the Plan is to give the Corporation the ability to attract, retain and motivate officers, employees and certain independent consultants, and to provide the Corporation, its subsidiaries and any member of a controlled group of corporations, as determined in accordance with Section 1563(a)(l), (2) and (3) of the Internal Revenue Code with respect to which the Corporation is a member, with the ability to provide incentives more directly linked to the returns to shareholders.

 

For purposes of the Plan, the following terms are defined as set forth below:

 

(a)    Affiliate means a corporation or other entity that is: (i) a member of a controlled group of corporations or entities as determined in accordance with Section 1563(a)(l), (2) and (3) of the Internal Revenue Code with respect to which the Corporation is a member, and (ii) designated by the Committee from time to time as such.

 

(b)    Award means a Stock Appreciation Right, Stock Option, Restricted Stock, Performance Units, Restricted Stock Unit, or Other Stock-Based Award.

 

(c)    Award Cycle means a fiscal year or a period of consecutive fiscal years or portions thereof designated by the Committee over which Performance Units are to be earned.

 

(d)    Board means the Board of Directors of the Corporation.

 

(e)    Cause means: (i) conviction of the participant for committing a felony under federal law or the law of the state in which such action occurred; (ii) dishonesty in the course of fulfilling the participant’s employment duties; or (iii) willful and deliberate failure on the part of the participant to perform his or her employment duties in any material respect, or such other events as shall be determined by the Committee. The Committee shall have the sole discretion to determine whether “Cause” exists, and its determination shall be final and binding on all interested parties.

 

(f)    Change in Control has the meaning set forth in Section 11.

 

(g)   Code means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

 

(h)    Commission means the Securities and Exchange Commission or any successor agency.

 

 

 

(i)    Committee means the Compensation Committee of the Board of Directors of the Corporation or such other committee referred to in Section 2.

 

(j)    Common Stock means common stock, par value $0.25 per share, of the Corporation.

 

(k)    Corporation means Hecla Mining Company, a Delaware corporation.

 

(l)    Disability means permanent and total disability as determined under procedures established by the Committee for purposes of the Plan.

 

(m)    Early Retirement means retirement from active employment with the Corporation, a subsidiary or Affiliate pursuant to the early retirement provisions of the applicable pension plan of such employer.

 

(n)    Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

 

(o)    Fair Market Value means, as of any given date, the value of a share of Common Stock determined as follows: (a) if the Common Stock is listed on any (i) established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market); (ii) national market system; or (iii) automated quotation system on which the shares of Common Stock are listed, quoted or traded, its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such date or, if there is no closing sales price for a share of Common Stock on the date in question, the closing sales price for a share of Common Stock on the last preceding date for which such quotation exists, as

 

reported in The Wall Street Journal or such other source as the Committee deems reliable; (b) if there is no regular public trading market for such Common Stock, the Fair Market Value of the Common Stock shall be determined by the Committee reasonably and in good faith.

 

(p)    Incentive Stock Option means any Stock Option designated as, and qualified as, an “Incentive Stock Option” within the meaning of Section 422 of the Code.

 

(q)    Non-Employee Director means a member of the Board who qualifies as a “Non-Employee Director" as defined in Rule 16b-3(b)(i), as promulgated by the Commission under the Exchange Act, or any successor definition adopted by the Commission.

 

(r)    Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

 

(s)    Normal Retirement means retirement from active employment by the employee with the Corporation, a subsidiary or Affiliate on or after the date on which the employee attains age 65.

 

 

 

(t)    Other Stock-based Award” means an award made pursuant to Section 10.

 

(u)    Performance Goals mean any performance goals established by the Committee prior to the grant of Restricted Stock or Performance Units, which may include, but shall not be limited to, the attainment of specified levels of earnings per share from continuing operations, operating income, revenues, return on operating assets, return on equity, stockholder return (measured in terms of stock price appreciation) and/or total stockholder return (measured in terms of stock price appreciation and/or dividend growth), reserve growth, achievement of cost control, production targets at specific mines or company-wide, or such subsidiary, division or department of the Corporation for or within which the participant is primarily employed or the stock price of the Corporation. Such Performance Goals also may be based upon attaining specified levels of Corporation performance under one or more of the measures established by the Committee, which may include those described above relative to the performance of other corporations.

 

(v)    Performance Units means an award made pursuant to Section 8.

 

(w)   Plan means the Hecla Mining Company 2010 Stock Incentive Plan, as set forth herein and as hereinafter amended from time to time.

 

(x)    Restricted Stock means an award granted under Section 7.

 

(y)    Restricted Stock Unit” means a bookkeeping entry representing the equivalent shares of Common Stock awarded pursuant to Section 9. A Restricted Stock Unit represents an unfunded and unsecured obligation of the Corporation.

 

(z)    Retirement means Normal or Early Retirement.

 

(aa)    Rule 16b-3 means Rule 16b-3, as promulgated by the Commission under Section 16(b) of the Exchange Act, as amended from time to time.

 

(bb)    Stock Appreciation Right” means a right granted under Section 6.

 

(cc)    Stock Option” means an option granted under Section 5.

 

(dd)    Termination of Employment means the termination of the employment of a participant with the Corporation and any subsidiary or Affiliate. A participant employed by a subsidiary or an Affiliate shall also be deemed to incur a Termination of Employment if the subsidiary or Affiliate ceases to be such a subsidiary or an Affiliate, as the case may be, and the participant does not immediately thereafter become an employee of the Corporation or another subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Corporation and its subsidiaries and Affiliates shall not be considered Terminations of Employment.

 

In addition, certain other terms used herein have definitions given to them in the first place in which they are used.

 

 

 

Section 2. Administration

 

The Plan shall be administered by the Compensation Committee of the Board or such other committee of the Board as the Board may from time to time designate (the “Committee”), which shall be composed of not less than two Non-Employee Directors, and shall be appointed by and serve at the pleasure of, the Board.

 

The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan to officers and employees of the Corporation and its subsidiaries and Affiliates and certain independent consultants.

 

The Committee shall also have the authority and responsibility to make recommendations to the independent members of the Board with respect to any Awards granted under the terms of the Plan.

 

Among other things, the Committee shall have the authority, subject to the terms of the Plan:

 

(a)    to select the employees, and certain independent consultants to whom Awards may from time to time be granted;

 

(b)    determine whether and to what extent Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Units, Restricted Stock Units or any combination thereof are to be granted hereunder;

 

(c)    determine the number of shares of Common Stock to be covered by each Award granted hereunder;

 

(d)    determine the terms and conditions of any Award granted hereunder (including, but not limited to, the option price (subject to Section 5(a)), any vesting condition, restriction or limitation (which may be related to the performance of the participant, the Corporation or any subsidiary or Affiliate) and any vesting acceleration or forfeiture waiver regarding any Award and the shares of Common Stock relating thereto, based on such factors as the Committee shall determine; provided, however, that the Committee shall have no authority to reprice existing Stock Options under the Plan without shareholder approval;

 

(e)    modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including but not limited to Performance Goals;

 

(f)    determine to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award shall be deferred; and

 

(g)    determine under what circumstances an Award may be settled in cash or Common Stock.

 

 

 

The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan.

 

The Committee may act only by a majority of its members then in office, except that the members thereof may authorize any one or more of their number or any officer of the Corporation to execute and deliver documents on behalf of the Committee. To the extent permitted by applicable law, the Committee and/or the Board may delegate the Committee’s authority as identified herein to any individual or committee of individuals (who need not be directors), including without limitation the authority to make Awards to participants who are not subject to Section 16 of the Exchange Act. To the extent that the Committee and/or the Board delegates the Committee’s authority to make Awards, all references in the Plan to the Committee’s authority to make Awards and determinations with respect thereto shall be deemed to include such delegate. Any such delegate shall serve at the pleasure of, and may be removed at any time by, the Board.

 

Any determination made by the Committee or pursuant to delegated authority pursuant to the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on all interested parties, including the Corporation and Plan participants.

 

Section 3. Common Stock Subject to Plan

 

The total number of shares of Common Stock reserved and available for grant under the Plan, from and after May 23, 2019, shall be 20,000,000. Shares subject to an Award under the Plan may be authorized and unissued shares or may be treasury shares.

 

The number of shares of Common Stock available for the purpose of Awards under the Plan shall be reduced by: (i) the total number of Stock Appreciation Rights exercised, regardless of whether any of the shares of Common Stock underlying such Awards are not actually issued to the participant as the result of a net settlement; and (ii) any shares of Common Stock used to pay any exercise price for a Stock Option or any tax withholding obligation with respect to any Award (including Restricted Stock and Restricted Stock Units). Any Award settled in cash shall not be counted as shares of Common Stock for any purpose under this Plan. Awards granted in assumption of or in substitution for awards previously granted by an acquired company will not be counted as shares of Common Stock for any purpose under the Plan. If any Award under the Plan expires, or is terminated, surrendered or forfeited (including a repurchase of unvested shares at no more than the cost, if any, paid for such shares), in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Any shares of Common Stock purchased on the open market with the proceeds of Stock Option exercises shall not be added back to the available share pool under this Section 3.

 

 

 

In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin off, or other distribution of stock or property of the Corporation, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Corporation, the Committee or Board shall make such substitution or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, in the number, kind and option price of shares subject to outstanding Stock Options and Stock Appreciation Rights, in the number and kind of shares subject to other outstanding Awards granted under the Plan and/or such other equitable substitution or adjustments as it shall determine to be appropriate in its sole discretion; provided however, that the number of shares subject to any Award shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Corporation upon the exercise of any Stock Appreciation Right associated with any Stock Option.

 

Section 4. Eligibility

 

Except as otherwise required under Section 422 of the Code, officers, employees, and certain independent consultants for the Corporation, its subsidiaries and Affiliates who are responsible for or contribute to the management, growth, profitability or operation of the business of the Corporation, its subsidiaries and Affiliates are eligible to be granted Awards under the Plan.

 

Section 5. Stock Options

 

Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two types: Incentive Stock Options and Nonqualified Stock Options. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve.

 

The Committee shall have the authority to grant any optionee Incentive Stock Options, Nonqualified Stock Options or both types of Stock Options (in each case with or without Stock Appreciation Rights); provided however, that grants hereunder are subject to the total number of shares of Common Stock reserved and available for grant pursuant to Section 3. Incentive Stock Options may be granted only to employees of the Corporation and its subsidiaries (within the meaning of Section 424(f) of the Code). To the extent that any Stock Option is not designated as an Incentive Stock Option or even if so designated does not qualify as an Incentive Stock Option, it shall constitute a Nonqualified Stock Option.

 

Stock Options shall be evidenced by option agreements with participants, the terms and provisions of which may differ with respect to each participant. An option agreement shall indicate on its face whether it is intended to be an agreement for an Incentive Stock Option or a Nonqualified Stock Option. The grant of a Stock Option shall occur on the date the Committee by resolution selects an individual to be a participant in any grant of a Stock Option, determines the number of shares of Common Stock to be subject to such Stock Option to be granted to such individual and specifies the terms and provisions of the Stock Option. The Corporation shall promptly notify a participant of any grant of a Stock Option, and a written option agreement or agreements shall be duly executed and delivered by the Corporation to the participant. Such agreement or agreements shall become effective upon execution by the Corporation and the participant.

 

 

 

Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered nor shall any discretion or authority granted under the Plan be exercised so as to disqualify the Plan under Section 422 of the Code or, without the consent of the optionee affected, to disqualify any Incentive Stock Option under such Section 422.

 

Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Committee shall deem desirable:

 

(a)    Option Price. The option price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee and set forth in the option agreement, and shall not be less than the Fair Market Value of the Common Stock subject to the Stock Option on the date of grant; provided, however, that if a participant owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of its parent or any subsidiary, the option price per share of an Incentive Stock Option granted to such participant shall not be less than one hundred ten percent (110%) of the Fair Market Value of the Common Stock per share on the date of the grant of the option.

 

(b)    Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten (10) years after the date the Stock Option is granted; provided, however, that in the event a Stock Option would expire during a black-out period, as such period is determined under the terms of the then currently effective insider trader policy of the Corporation, the term of any such Stock Option shall automatically be extended for a period of sixty (60) days after the end of such black out period; further provided, however, in the case of an Incentive Stock Option granted to an optionee who, at the time the Incentive Stock Option is granted, owns Common Stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of its parent or any subsidiary thereof, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the option agreement.

 

(c)    Exercisability. Except as otherwise provided herein, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Stock Option.

 

 

 

(d)    Method of Exercise. Subject to the provisions of this Section 5, Stock Options may be exercised, in whole or in part, at any time during the option term by giving written notice of exercise to the Corporation specifying the number of shares of Common Stock subject to the Stock Option to be purchased.

 

Such notice shall be accompanied by payment in full of the purchase price by certified or bank check, wire transfer or such other method of payment or negotiable instrument as the Corporation may accept. If approved by the Committee, payment, in full or in part, may also be made in the form of unrestricted Common Stock already owned by the optionee of the same class as the Common Stock subject to the Stock Option (based on the Fair Market Value of the Common Stock on the date the Stock Option is exercised); provided however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned shares of Common Stock of the same class as the Common Stock subject to the Stock Option may be authorized only at the time the Stock Option is granted and must have been owned by the optionee for more than six (6) months on the date of surrender.

 

If payment of the option exercise price of a Nonqualified Stock Option is made, in whole or in part, in the form of unrestricted Common Stock, the number of shares of Common Stock to be received upon such exercise equal to the number of shares of unrestricted Common Stock used for payment of the option exercise price shall be subject to the same restrictions or other limitations to which such unrestricted Common Stock was subject, unless otherwise determined by the Committee.

 

In the discretion of the Committee, payment for any shares subject to a Stock Option may also be made by delivering a properly executed exercise notice to the Corporation, together with a copy of irrevocable instructions to a broker to deliver promptly to the Corporation the amount of sale or loan proceeds to pay the purchase price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Corporation may enter into agreements for coordinated procedures with one or more brokerage firms.

 

In addition, in the discretion of the Committee, payment for any shares subject to a Stock Option may also be made by instructing the Committee to withhold a number of such shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price of such Stock Option.

 

No shares of Common Stock shall be issued until full payment therefore has been made. An optionee shall have all of the rights of a stockholder of the Corporation holding the class or series of Common Stock that is subject to such Stock Option (including, if applicable, the right to vote the shares and the right to receive dividends), when the optionee has given written notice of exercise, has paid in full for such shares and, if requested, has given the representation described in Section 14(a).

 

 

 

(e)    Nontransferability of Stock Options. No Stock Option shall be transferable by the optionee other than: (i) by will or by the laws of descent and distribution consistent with Section 422(b)(5) of the Code; or (ii) in the case of a Nonqualified Stock Option, pursuant to: (a) a domestic relations order or (b) a gift to such optionee’s children, whether directly or indirectly or by means of a trust or partnership or otherwise, if expressly permitted under the applicable option agreement. If an Incentive Stock Option is transferred pursuant to a domestic relations order, the Stock Option does not qualify as an Incentive Stock Option as of the day of such transfer. All Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee or by the guardian or legal representative of the optionee or, in the case of a Nonqualified Stock Option, its alternative payee pursuant to such domestic relations order, it being understood that the terms “holder” and “optionee” include the guardian and legal representative of the optionee named in the option agreement and any person to whom an option is transferred by will or the laws of descent and distribution or, in the case of a Nonqualified Stock Option, pursuant to a domestic relations order or a gift permitted under the applicable option agreement.

 

(f)    Termination by Death. Unless otherwise determined by the Committee, if an optionee’s employment terminates by reason of death, any Stock Option held by such optionee may thereafter be exercised, to the extent then exercisable, or on such accelerated basis as the Committee may determine, for a period of one year (or such other period as the Committee may specify in the option agreement) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

 

(g)    Termination by Reason of Disability. Unless otherwise determined by the Committee, if an optionee’s employment terminates by reason of Disability, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine, for a period of three (3) years (or such shorter period as the Committee may specify in the option agreement) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided however, that if the optionee dies within such period, any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of twelve (12) months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. In the event of termination of employment by reason of Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Nonqualified Stock Option.

 

(h)    Termination by Reason of Retirement. Unless otherwise determined by the Committee, if an optionee’s employment terminates by reason of Retirement, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of such Retirement, or on such accelerated basis as the Committee may determine, for a period of five (5) years (or such shorter period as the Committee may specify in the option agreement) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided however, that if the optionee dies within such period any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of twelve (12) months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. In the event of termination of employment by reason of Retirement, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Nonqualified Stock Option.

 

 

 

(i)    Other Termination. Unless otherwise determined by the Committee: (i) if an optionee incurs a Termination of Employment for Cause, all Stock Options held by such optionee shall thereupon terminate; and (ii) if an optionee incurs a Termination of Employment for any reason other than death, Disability or Retirement or for Cause, any Stock Option held by such optionee, to the extent then exercisable, or on such accelerated basis as the Committee may determine, may be exercised for the lesser of three (3) months from the date of such Termination of Employment or the balance of such Stock Option’s term; provided however, that if the optionee dies within such three (3) period, any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such three (3) month period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of twelve (12) months from the date of such death or until the expiration of the stated term of the Stock Option, whichever period is shorter.

 

(j)    Termination at or after a Change in Control. Notwithstanding the foregoing, if an optionee incurs a Termination of Employment at or after a Change in Control (as defined Section 11(b)), other than by reason of death, Disability or Retirement, any Stock Option held by such optionee shall be exercisable for the lesser of: (i) six (6) months and one day from the date of such Termination of Employment, and (ii) the balance of such Stock Option’s term. In the event of Termination of Employment, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Nonqualified Stock Option.

 

(k)    Cashing Out of Stock Option. On receipt of written notice of exercise, the Committee may elect to cash out all or part of the portion of the shares of Common Stock for which a Stock Option is being exercised by paying the optionee an amount, in cash or Common Stock, equal to the excess of the Fair Market Value of the Common Stock over the option price multiplied by the number of shares of Common Stock for which the Option is being exercised on the effective date of such cash-out. Cash-outs pursuant to this Section 5(k) relating to Options held by optionees who are actually or potentially subject to Section 16(b) of the Exchange Act shall comply with the “window period” provisions of Rule 16b-3, to the extent applicable, and, in the case of cash-outs of Nonqualified Stock Options held by such optionees, the Committee shall use Fair Market Value.

 

(l)    $100,000 Per Year First Exercisable Limitation. Stock Options are not treated as Incentive Stock Options, but are instead treated as Nonqualified Stock Options, to the extent that the aggregate Fair Market Value of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any optionee during any calendar year (under all plans of the Corporation and its parent and subsidiary corporations) exceeds $100,000.

 

 

 

Section 6. Stock Appreciation Rights

 

(a)    Grant and Exercise. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option granted under the Plan. In the case of a Nonqualified Stock Option, such rights may be granted either at or after the time of grant of such Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of grant of such Stock Option. A Stock Appreciation Right shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option.

 

A Stock Appreciation Right may be exercised by an optionee in accordance with Section 6(b) by surrendering the applicable portion of the related Stock Option in accordance with procedures established by the Committee. Upon such exercise and surrender, the optionee shall be entitled to receive an amount determined in the manner prescribed in Section 6(b). Stock Options which have been so surrendered shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised.

 

(b)    Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined by the Committee, including the following:

 

(i)    Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate are exercisable in accordance with the provisions of Section 5 and this Section 6; provided however, that a Stock Appreciation Right shall not be exercisable during the first six (6) months of its term by an optionee who is actually or potentially subject to Section 16(b) of the Exchange Act, except that this limitation shall not apply in the event of death or Disability of the optionee prior to the expiration of the six (6) month period.

 

(ii)    Upon the exercise of a Stock Appreciation Right, an optionee shall be entitled to receive an amount in cash, shares of Common Stock or both equal in value to the excess of the Fair Market Value of one share of Common Stock over the option price per share specified in the related Stock Option multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

 

In the case of Stock Appreciation Rights relating to Stock Options held by optionees who are actually or potentially subject to Section 16(b) of the Exchange Act, the Committee:

 

(1)    may require that such Stock Appreciation Rights be exercised for cash only in accordance with the applicable “window period” provisions of Rule 16b-3; and

 

 

 

(2)    in the case of Stock Appreciation Rights relating to Nonqualified Stock Options, may provide that the amount to be paid in cash upon exercise of such Stock Appreciation Rights during a Rule 16b-3 “window period” shall be based on the Fair Market Value.

 

(iii)    Stock Appreciation Rights shall be transferable only to permitted transferees of the underlying Stock Option in accordance with Section 5(e).

 

(iv)    Upon the exercise of a Stock Appreciation Right, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 3 on the number of shares of Common Stock to be issued under the Plan, but only to the extent of the number of shares covered by the Stock Appreciation Right at the time of exercise based on the value of the Stock Appreciation Right at such time.

 

Section 7. Restricted Stock

 

(a)    Administration. Shares of Restricted Stock may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the officers, employees or independent consultants to whom and the time or times at which grants of Restricted Stock will be awarded, the number of shares to be awarded to any participant (subject to the total number of shares of Common Stock reserved and available for grant pursuant to Section 3), the conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the Awards, in addition to those contained in Section 7(c).

 

The Committee may, prior to grant, condition vesting of Restricted Stock upon the attainment of Performance Goals. The Committee may, in addition to requiring satisfaction of Performance Goals, condition vesting upon the continued service of the participant. The provisions of Restricted Stock Awards (including the applicable Performance Goals) need not be the same with respect to each recipient.

 

(b)    Awards and Certificates. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of shares of Restricted Stock shall be registered in the name of such participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

 

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Hecla Mining Company 2010 Stock Incentive Plan and a Restricted Stock Agreement. Copies of such Plan and Agreement are on file at the offices of Hecla Mining Company, 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408.”

 

 

 

The Committee may require that the certificates evidencing such shares be held in custody by the Corporation until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.

 

(c)    Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions:

 

(i)    Subject to the provisions of the Plan and the restricted stock agreement referred to in Section 7(c)(vi), during the period, if any, set by the Committee, commencing with the date of such Award for which such participant’s continued service is required (the “Restriction Period”), and until the later of: (A) the expiration of the Restriction Period, and (B) the date the applicable Performance Goals (if any) are satisfied, the participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock. Within these limits, the Committee may provide for the lapse of restrictions based upon period of service in installments or otherwise and may accelerate or waive, in whole or in part, restrictions based upon period of service or upon performance.

 

(ii)    Except as provided in the applicable award agreement, the participant shall have the right to vote the shares of Restricted Stock prior to vesting. Regular cash dividends on unvested shares of Restricted Stock shall be automatically deferred and reinvested in additional shares of Restricted Stock, held subject to the same vesting conditions as applicable to the underlying Restricted Stock, except as may otherwise be provided in an award agreement, and provided that in no event may regular cash dividends be paid to a participant on unvested shares of Restricted Stock prior to vesting of the Award.

 

(iii)    Except to the extent otherwise provided in the applicable restricted stock agreement and Sections 7(c)(i), 7(c)(iv) and 10(a), upon a participant’s Termination of Employment for any reason during the Restriction Period or before the applicable Performance Goals are satisfied, all shares still subject to restriction shall be forfeited by the participant.

 

(iv)    Except to the extent otherwise provided in Section 11(a), in the event that a participant incurs a Retirement or the Corporation initiates such participant’s Termination of Employment (other than for Cause), the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of such participant’s shares of Restricted Stock.

 

(v)    If and when any applicable Performance Goals are satisfied and the Restriction Period expires without a prior forfeiture of the Restricted Stock, unlegended certificates for such shares shall be delivered to the participant upon surrender of the legended certificates.

 

(vi)    Each Award shall be confirmed by, and be subject to the terms of, a restricted stock agreement.

 

 

 

Section 8. Performance Units

 

(a)    Administration. Performance Units may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the officers, employees, or independent consultants to whom and the time or times at which Performance Units shall be awarded, the number of Performance Units to be awarded to any participant (subject to the total number of shares of Common Stock reserved and available for grant pursuant to Section 3), the duration of the Award Cycle and any other terms and conditions of the Award, in addition to those contained in Section 8(b).

 

The Committee may condition the settlement of Performance Units upon the continued service of the participant, the attainment of Performance Goals, or both. The provisions of such Awards (including the applicable Performance Goals) need not be the same with respect to each recipient.

 

(b)    Terms and Conditions. Performance Units Awards shall be subject to the following terms and conditions:

 

(i)    Subject to the provisions of the Plan and the performance unit agreement referred to in Section 8(b)(vi), Performance Units may not be sold, assigned, transferred, pledged or otherwise encumbered during the Award Cycle. At the expiration of the Award Cycle, the Committee shall evaluate the Corporation’s performance in light of the Performance Goals for such Award to the extent applicable, and shall determine the number of Performance Units granted to the participant which have been earned and the Committee may then elect to deliver: (A) a number of shares of Common Stock equal to the number of Performance Units determined by the Committee to have been earned, or (B) cash equal to the Fair Market Value of such number of shares of Common Stock to the participant.

 

(ii)    Except to the extent otherwise provided in the applicable performance unit agreement and Sections 8(b)(iii) and 10(a), upon a participant’s Termination of Employment for any reason during the Award Cycle or before any applicable Performance Goals are satisfied, the rights to the shares still covered by the Performance Units Award shall be forfeited by the participant.

 

(iii)    Except to the extent otherwise provided in Section 11(a), in the event that a participant incurs a Retirement, or the Corporation initiates such participant’s Termination of Employment (other than for Cause), the Committee shall have the discretion to waive, in whole or in part, any or all remaining payment limitations with respect to any or all of such participant’s Performance Units.

 

(iv)    A participant may elect to further defer receipt of the Performance Units payable under an Award (or an installment of an Award) for a specified period or until a specified event, subject in each case to the Committee’s approval and to such terms as are determined by the Committee (the “Elective Deferral Period”) and, if applicable, compliance with Code Section 409A and the regulations issued under Code Section 409A. Subject to any exceptions adopted by the Committee, such election must generally be made prior to commencement of the Award Cycle for the Award (or for such installment of an Award).

 

 

 

(v)    If and when any applicable Performance Goals are satisfied and the Elective Deferral Period expires without a prior forfeiture of the Performance Units, payment in accordance with Section 8(b)(i) hereof shall be made to the participant.

 

(vi)    Each Award shall be confirmed by, and be subject to the terms of, a performance unit agreement.

 

Section 9. Restricted Stock Units

 

(a)    Administration. Restricted Stock Units may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the officers, employees, or independent consultants to whom and the time or times at which Restricted Stock Units shall be awarded, the number of Restricted Stock Units to be awarded to a participant (subject to the total number of shares of Common Stock reserved and available for grant pursuant to Section 3), and any other terms and conditions of the Restricted Stock Units, in addition to those contained in Section 9(b).

 

(b)    Terms and Conditions. Restricted Stock Units shall be subject to the following terms and conditions:

 

(i)    Each Restricted Stock Unit awarded to a participant under this Plan may also be subject to such other provision as the Committee determines appropriate, including without limitation, provisions for the forfeiture of and restrictions on the sale, resale or other disposition of shares acquired under any Restricted Stock Unit, provisions giving the Corporation the right to repurchase shares acquired under any Restricted Stock Unit, and provisions to comply with federal and state securities laws, underwritings or conditions as to the participant’s employment, and Code Section 409A.

 

(ii)    No Restricted Stock Unit shall be made more than ten (10) years after the date of the adoption of the Plan; provided, however, that the terms and conditions applicable to any Restricted Stock Unit made within such period may thereafter be amended or modified by mutual agreement between the Corporation and the participant or such other persons as may then have an interest therein.

 

(iii)    A Restricted Stock Unit may also be granted or awarded under this Plan and considered to be authorized and unissued shares or treasury shares as provided in Section 3 of this Plan, and allocated to a participant’s account under the Hecla Mining Company Key Employee Deferred Compensation Plan. Such Restricted Stock Units shall be accounted for under this Plan and shall reduce the number of shares of Common Stock reserved and available for grant or an Award under this Plan so that shares of Common Stock granted or awarded under this Plan can be used by the Corporation to satisfy the obligations of the Corporation under the Hecla Mining Company Key Employee Deferred Compensation Plan.

 

 

 

(iv)    Restricted Stock Units may be settled in cash or Common Stock, as determined by the Committee. Restricted Stock Units shall be settled (i) no later than March 15th of the year following the year in which the Restricted Stock Unit is no longer subject to a substantial risk of forfeiture or (ii) pursuant to a participant’s election to defer settlement of Restricted Stock Units under the terms and conditions of the Hecla Mining Key Employee Deferred Compensation Plan.

 

(v)    A holder of Restricted Stock Units shall not have voting, dividend, or dividend equivalent rights or any other rights of a shareholder.

 

Section 10. Other Stock-based Awards

 

(a)    Administration. Other Stock-based Awards may be granted either alone or in addition to or in conjunction with other Awards under the Plan. Other Stock-based Awards may be granted in lieu of other cash or other compensation to which a participant is entitled from the Company or may be used in the settlement of amounts payable in shares of Common Stock under any other compensation plan or arrangement of the Company. Subject to the provisions of the Plan, the Committee shall have the sole and complete authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be granted pursuant to such Awards, and all other conditions of such Awards. Unless the Committee determines otherwise, any such Award shall be confirmed by an award agreement, which shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of this Plan with respect to such Award.

 

(b)    Non-Transferability. Any Common Stock subject to Awards made under this Section 10 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.

 

Section 11. Change in Control Provisions

 

(a)    Impact of Event. For any Awards outstanding as of a Change in Control, either of the following provisions shall apply, depending on whether, and the extent to which, Awards are assumed, converted, or replaced by the resulting entity in the Change in Control, unless otherwise provided by the applicable Award agreement:

 

(i)    To the extent such Awards are not assumed, converted, or replaced by the resulting entity in the Change in Control, then upon the Change in Control such outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to such outstanding Awards (other than for Performance Units and other Awards for which vesting is contingent on the achievement of performance goals), shall lapse and become vested and nonforfeitable, and for any outstanding Performance Units and other Awards for which vesting is contingent on the achievement of performance goals, the target payout opportunities attainable under such Awards shall be deemed to have been fully earned as of the Change in Control based upon the greater of (A) an assumed achievement of all relevant performance goals at the “target” level; or (B) the actual level of achievement of all relevant performance goals against target as of the Corporation’s fiscal quarter end preceding the Change in Control.

 

 

 

(ii)    To the extent such Awards are assumed, converted, or replaced by the resulting entity in the Change in Control, if, within 24 months after the Change in Control, the participant has a Termination of Employment initiated by the Corporation other than for Cause (which may include a Termination of Employment initiated by the participant for “good reason” if provided in the applicable Award agreement), then such outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to such outstanding Awards (other than for Performance Units and other Awards for which vesting is contingent on the achievement of performance goals) shall lapse and become vested and nonforfeitable, and for any outstanding Performance Units and other Awards for which vesting is contingent on the achievement of performance goals, the target payout opportunities attainable under such Awards shall be deemed to have been fully earned as of the Termination of Employment based upon the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual level of achievement of all relevant performance goals against target as of the Corporation’s fiscal quarter end preceding the Change in Control.

 

Subject to Section 11(a)(i) above, in the event of a Change in Control, the Board may, upon at least ten (10) days’ advance notice to the affected persons, pay to the holders of outstanding Awards, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other stockholders of the Corporation in the event, and such Awards shall be canceled. In the case of any Stock Option or Stock Appreciation Right with an exercise price that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor.

 

(b)    Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall mean the happening of any of the following events:

 

(i)    Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the “beneficial owner” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either: (A) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”), or (B) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Section 11(b), the following acquisitions shall not constitute a “Change in Control”: (I) any acquisition directly from the Corporation or approved by the “Incumbent Directors” (as defined in paragraph (ii) of this subsection (b)), following which such Person owns not more than 40% of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities; (II) any acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities; (III) any acquisition by the Corporation; (IV) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; (V) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of paragraph (iii) of this subsection (b); or

 

 

 

(ii)    Individuals who, as of the effective date of the Plan, constitute the Board (such Board shall hereinafter be referred to as the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided however, that any individual who becomes a director subsequent to the effective date of the Plan whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without written objection to such nomination) shall be considered as though such individual were an Incumbent Director; but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

 

(iii)    Consummation of a reorganization, merger or consolidation (or similar corporate transaction) involving the Corporation or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity (a “Business Combination”), in each case, unless, immediately following such Business Combination, (A) more than 60% of, respectively, the then outstanding shares of common stock and the total voting power of (I) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (II) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 80% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities, as the case may be, were converted pursuant to such Business Combination), and such beneficial ownership of common stock or voting power among the holders thereof is in substantially the same proportion as the beneficial ownership of Outstanding Corporation Common Stock and the voting power of such Outstanding Corporation Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 30% or more of the outstanding shares of common stock and the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation), unless such acquisition is pursuant to a Business Combination that is an acquisition by the Corporation or a subsidiary of the Corporation of the assets or Stock of another entity that is approved by the Incumbent Directors, following which such person owns not more than 40% of such outstanding shares and voting power, and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination; or

 

 

 

(iv)    The approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

 

(v)    Notwithstanding the foregoing, a Change in Control of the Corporation shall not be deemed to occur solely because any person acquires beneficial ownership of 20% or more of the Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities as a result of the acquisition of Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities by the Corporation which reduces the number of shares of Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities; provided, that if after such acquisition by the Corporation such person becomes the beneficial owner of additional shares of Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities that increases the percentage of Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities beneficially owned by such person, a Change in Control of the Corporation shall then occur.

 

Section 12. Term, Amendment and Termination

 

The Plan will terminate on May 23, 2030. Under the Plan, Awards outstanding as of such date shall not be affected or impaired by the termination of the Plan.

 

The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would (i) impair the rights of an optionee under a Stock Option or a recipient of a Stock Appreciation Right, Restricted Stock Award, Performance Unit Award or Restricted Stock Unit theretofore granted or made without the optionee’s or recipient’s consent, except such an amendment made to cause the Plan to qualify for the exemption provided by Rule l6b-3, or (ii) disqualify the Plan from the exemption provided by Rule l6b-3. In addition, no such amendment shall be made without the approval of the Corporation’s stockholders to the extent such approval is required by law or agreement.

 

The Committee may amend the terms of any Stock Option or other Award theretofore granted or made prospectively or retroactively, but no such amendment shall impair the rights of any holder without the holder’s consent except such an amendment made to cause the Plan or Award to qualify for the exemption provided by Rule l6b-3.

 

Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules, as well as other developments and to grant Awards which qualify for beneficial treatment under such rules without stockholder approval.

 

 

 

Section 13. Unfunded Status of Plan

 

It is intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation under the Code and Title I of the Employee Retirement Income Security Act of 1974, as amended. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided however, that, unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

 

Section 14. General Provisions

 

(a)    The Committee may require each person purchasing or receiving shares pursuant to an Award to represent to and agree with the Corporation in writing that such person is acquiring the shares without a view to the distribution thereof. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.

 

Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Corporation shall not be required to issue or deliver any certificate or certificates for shares of Common Stock under the Plan prior to fulfillment of all of the following conditions:

 

(i)    listing or approval for listing upon notice of issuance, of such shares on the New York Stock Exchange, Inc., or such other securities exchange as may at the time be the principal market for the Common Stock;

 

(ii)    any registration or other qualification of such shares of the Corporation under any state or federal law or regulation, or maintaining in effect any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and

 

(iii)    obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

 

(b)    Nothing contained in the Plan shall prevent the Corporation or any subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees.

 

(c)    Adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Corporation or any subsidiary or Affiliate to terminate the employment of any employee at any time.

 

 

 

(d)    No later than the date as of which an amount first becomes includible in the gross income of the participant for federal income tax purposes with respect to any Award under the Plan, the participant shall pay to the Corporation, or make arrangements satisfactory to the Corporation regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Corporation, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement. The obligations of the Corporation under the Plan shall be conditional on such payment or arrangements, and the Corporation and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.

 

(e)    Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment shall only be permissible if sufficient shares of Common Stock are available under Section 3 for such reinvestment (taking into account then outstanding Stock Options and other Awards).

 

(f)    The Committee shall establish such procedures as it deems appropriate for a participant to designate a beneficiary to whom any amounts payable in the event of the participant’s death are to be paid or by whom any rights of the participant, after the participant’s death, may be exercised.

 

(g)    In the case of a grant of an Award to any employee of a Corporation subsidiary, the Corporation may, if the Committee so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to the subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the subsidiary will transfer the shares of Common Stock to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan.

 

(h)    The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.

 

(i)    All awards and any amounts or benefits received or outstanding under the Plan shall be subject to potential clawback, cancellation, recoupment, rescission, payback, reduction, or other similar action in accordance with the terms or conditions of any applicable Corporation clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time, including the requirements of (i) Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act; (ii) similar rules under the laws of any other jurisdiction; and (iii) any policies adopted by the Corporation to implement such requirements. By participating in the Plan, the participant shall be deemed to have acknowledged and consented to the Corporation’s application, implementation, and enforcement of any applicable Corporation clawback or similar policy that may apply to the participant, whether adopted prior to or following the participant’s commencement of participation in the Plan, and any provision of applicable law relating to clawback, cancellation, recoupment, rescission, payback, or reduction of compensation, and to have agreed that the Corporation may take such actions as may be necessary to effectuate any such policy or applicable law, without further consideration or action.

 

 

 

(j)    The terms and conditions of this Section 14(j) apply notwithstanding any other terms or conditions of the Plan to the contrary. The Plan is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Code Section 409A shall not be treated as deferred compensation unless applicable laws require otherwise. For purposes of Code Section 409A, each installment payment under the Plan shall be treated as a separate payment. To the extent required to avoid accelerated taxation or tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided under the Plan during the six (6) month period immediately after a participant’s Termination of Employment shall instead be paid on the first payroll date after the six (6) month anniversary of the participant’s Termination of Employment (or the participant’s death, if earlier). Notwithstanding anything in this Section 14(j), neither the Corporation nor the Board shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Plan participant under Code Section 409A and neither the Corporation nor the Board shall have any liability to any participant for such tax or penalty. To the extent required to avoid accelerated taxation or tax penalties under Code Section 409A, an event shall not constitute a Change in Control for purposes of the payment (but not vesting) terms or conditions of any Award unless such event also constitutes a change in ownership or effective control of the Corporation or a change in the ownership of a substantial portion of the Corporation’s assets within the meaning of Code Section 409A. To the extent required to avoid accelerated taxation or tax penalties under Code Section 409A, “Termination of Employment” shall mean a “separation from service” as defined under Code Section 409A and “Disability” shall mean a “disability” as defined under Code Section 409A.

 

(k)    Notwithstanding any other provision of the Plan to the contrary, equity-based Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted, excluding, for this purpose, any (i) Awards granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who become employees as a result of a merger, consolidation, acquisition or other corporate transaction involving the Company or any Affiliate, and (ii) shares delivered in lieu of fully vested cash incentive compensation under any applicable plan or program of the Company; provided, that, the Board may grant equity-based Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Subsection 3 (subject to adjustment under Subsection 3); and, provided further, for the avoidance of doubt, that the foregoing restriction does not apply to the

 

 

 

Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, disability or a Change in Control, in the terms of the Award or otherwise.

 

(l)    Notwithstanding anything to the contrary contained in the Plan, the repricing of Stock Options or Stock Appreciation Rights is prohibited without prior approval of the Company’s stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of a Stock Option or Stock Appreciation Right to lower its exercise price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling a Stock Option or Stock Appreciation Right at a time when its exercise price is greater than the Fair Market Value of the underlying shares in exchange for another Award, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change under Section 3 above. A cancellation and exchange under clause (iii) would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the participant.

 

Section 15. Effective Date of Plan

 

The Plan, as amended and restated as of August 21, 2021, shall be effective as of such date, which is the date it is approved by at least a majority of the shares of Common Stock of the Corporation present, in person, or by proxy.

 

 

HECLA MINING COMPANY

 

 

 

 

 

 

 

 

 

 

/s/ Phillips S. Baker, Jr.

 

     
  Phillips S. Baker, Jr.  
  President and CEO  

                                                                        

 

 

 

Exhibit 31.1

 

 

CERTIFICATIONS

 

I, Phillips S. Baker, Jr., certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Hecla Mining Company;

 

2.

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

 

3.

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

 

4.

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

 

 

a)

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

 

 

b)

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

 

 

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

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

 

5.

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

 

 

a)

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

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: November 4, 2021

 

  /s/ Phillips S. Baker, Jr.  
  Phillips S. Baker, Jr.  
  President, Chief Executive Officer and Director  

 

 

 

Exhibit 31.2

 

 

CERTIFICATIONS

 

I, Russell D. Lawlar, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Hecla Mining Company;

 

2.

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

 

3.

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

 

4.

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

 

 

a)

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

 

 

b)

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

 

 

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

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

 

5.

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

 

 

a)

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

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: November 4, 2021

 

  /s/ Russell D. Lawlar  
  Russell D. Lawlar  
  Senior Vice President, Chief Financial Officer and Treasurer  

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATIONS

 

 

I, Phillips S. Baker, Jr., President, Chief Executive Officer and Director of Hecla Mining Company (“Hecla”), certify that to my knowledge:

 

1.

This quarterly report of Hecla on Form 10-Q (“report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Hecla.

 

 

 

Date: November 4, 2021

 

 

  /s/ Phillips S. Baker, Jr.  
  Phillips S. Baker, Jr.  
  President, Chief Executive Officer and Director  

 

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to Hecla Mining Company and will be retained by Hecla and furnished to the Securities and Exchange Commission or its staff upon request.

 


The foregoing certification is being furnished in accordance with Securities and Exchange Commission Release No. 34-47551 and shall not be considered filed as part of the Form 10-Q.

 

 

 

EXHIBIT 32.2

 

CERTIFICATIONS

 

 

I, Russell D. Lawlar, Senior Vice President, Chief Financial Officer and Treasurer of Hecla Mining Company (“Hecla”), certify that to my knowledge:

 

1.

This quarterly report of Hecla on Form 10-Q (“report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Hecla.

 

 

Date: November 4, 2021

 

 

  /s/ Russell D. Lawlar  
  Russell D. Lawlar  
  Senior Vice President, Chief Financial Officer and Treasurer

 

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to Hecla Mining Company and will be retained by Hecla and furnished to the Securities and Exchange Commission or its staff upon request.

 


The foregoing certification is being furnished in accordance with Securities and Exchange Commission Release No. 34-47551 and shall not be considered filed as part of the Form 10-Q.

 

 

Exhibit 99.1

 

CONTRIBUTION AGREEMENT

 

This Contribution Agreement (this “Agreement”) is entered into as of September 22nd, 2021, by and among Hecla Mining Company, a Delaware corporation (the “Company”) as sponsor of the Hecla Mining Company Retirement Plan (the “Plan”), the Hecla Mining Company Retirement Committee (“Committee”), as the named Plan fiduciary acting for and on behalf of the Plan, and U.S. Bank National Association, as trustee of the Trust (as defined below) (“Trustee”).

 

WHEREAS, the Trust Agreement dated January 12, 1981, as amended, between the Company, as grantor, and the Trustee, as successor trustee, governs a trust which holds Plan assets (the “Trust”).

 

WHEREAS, the Company’s Board of Directors (the “Board”) appointed the Committee as a “named fiduciary” with respect to the Plan within the meaning of Section 402(a) of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”).

 

WHEREAS, the Company desires, on the terms set forth in this Agreement, to contribute 900,000 shares of common stock of the Company, par value $0.25 (“Common Stock”), having an aggregate value of $4,905,000 based on the closing price of a share of Common Stock as reported by the New York Stock Exchange at the close of trading on September 22, 2021 (the “Securities”) to the Trust (the “Contribution”).

 

WHEREAS, concurrently with the execution of this Agreement, the Company, the Committee, and the Trustee have executed that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of the date hereof, under which the Company grants certain registration rights with respect to the Securities, on the terms and conditions set forth therein.

 

WHEREAS, concurrently with the execution of this Agreement, the Committee has executed a direction letter, dated as of the date hereof, which directs the Trustee to accept this Agreement and honor this Agreement’s terms.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this Agreement, and for other good and valuable consideration, the value, receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

 

 

1.

CONTRIBUTION; VALUATION; AND REGISTRATION.

 

(a)    Contributions of Securities. On the terms set forth in this Agreement, effective immediately, the Company hereby agrees to contribute to the Trust the Securities.

 

(b)    Valuation. The Company and the Committee agree and acknowledge that the aggregate value of the Contribution as of the date hereof shall be as set forth above (or as the Company and the Committee may otherwise agree) and that such amount shall be applied as a credit against the obligation to fund the Trust for purposes of the Internal Revenue Code of 1986, as amended (“Code”), and ERISA. For purposes of this Agreement, such amount shall be considered the purchase price paid by the Trust for the Securities.

 

 

 

(c)    Registration. The Securities will be subject to the Registration Rights Agreement.

 

 

2.

REPRESENTATIONS AND WARRANTIES.

 

(a)    Representations of the Company. The Company represents and warrants to the Committee and the Trustee as of the date hereof:

 

(i)    The Company is validly existing as a corporation in good standing under the laws of the State of Delaware;

 

(ii)    The Securities have been duly authorized and, when issued to and accepted by the Trust in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock;

 

(iii)    This Agreement has been duly authorized, executed and delivered by the Company and the Registration Rights Agreement has been duly authorized, executed and delivered by the Company, and each constitutes a valid legally binding agreement of the Company enforceable against the Company in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and except as to the enforceability of the indemnification or contribution provisions contained therein;

 

(iv)    The issuance of the Securities to the Trust and the compliance by the Company with all of the provisions of the Registration Rights Agreement and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, nor will such action result in any violation of the provisions of the Company’s Certificate of Incorporation, as currently in effect, or Bylaws, as amended, by the Company or the charter or bylaws or similar governing documents of any of its subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties;

 

(v)    No commission within the meaning of Section 408(e)(2) of ERISA, brokerage fee or other charge will become due or payable in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, including the contribution of the Securities;

 

(vi)    It is not necessary in connection with the offer, sale and delivery of the Securities by the Company to the Trust to register the Securities under the Securities Act of 1933, as amended, or under the securities laws of any state, because the Securities are exempt from such registration; the Securities have not been so registered; and the Company is issuing the Securities to the Trust in reliance upon an exemption from such registrations.

 

 

 

(vii)    The Securities are qualifying employer securities (as defined in Section 407(d)(5)(B) of ERISA); and

 

(viii)    Immediately after the Trust acquires the Securities, the fair market value of the Securities held by the Plan, together with the fair market value of other employer securities and employer real property held by the Plan, does not exceed 10 percent of the fair market value of the assets of the Plan, as required by Section 407(a)(2) of ERISA.

 

(b)    Representations of the Committee. The Committee hereby represents and warrants to the Company and the Trustee as of the date hereof:

 

(i)    The Committee understands and acknowledges that the Securities have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and the Company is issuing the Securities to the Trust in reliance upon an exemption from such registrations;

 

(ii)    The Committee acquired sufficient information to reach an informed and knowledgeable decision to accept the Contribution;

 

(iii)    The Committee made an independent judgment as to its fiduciary obligations concerning the Securities and the Contribution contemplated by this Agreement and the Registration Rights Agreement;

 

(iv)    The Committee shall not cause the Trust to dispose of the Securities except pursuant to an effective Registration Statement or an exemption from registration;

 

(v)    The Committee shall not cause the Trust to dispose of the Securities in a manner that is contrary to the terms of the Registration Rights Agreement, as amended from time to time;

 

(vi)    The Committee acknowledges that, in order to reflect the restrictions on the disposition of the Securities, the Securities may be subject to restrictive instructions from the Company to its transfer agent, or may be endorsed with the following legend, or one that is similar in effect:

 

“THE SECURITY EVIDENCED HEREBY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (b) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”

 

 

 

 

3.

MISCELLANEOUS.

 

(a)    Notices. Any notice, request, instruction, consent, document or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given or served for all purposes (i) upon delivery when personally delivered; (ii) on the delivery date after having been sent by a nationally or internationally recognized overnight courier service (charges prepaid); or (iii) at the time received when sent by registered or certified mail, return receipt requested, postage prepaid, in each case, to the recipient at the address indicated below:

 

If to the Company:

 

Hecla Mining Company

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Attn: David Sienko

 

If to the Committee:

 

Hecla Mining Company Retirement Committee

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Attn: Michael Clary

 

If to the Trustee:

 

U.S. Bank National Association

c/o Ryan Maxey, Vice President and Relationship Manager

555 SW Oak St, 6th Fl

PD-OR-P6TD

Portland, OR 97204

 

 

 

(b)    No Third Party Beneficiaries. This Agreement shall be for the sole and exclusive benefit of (i) the Company and its successors and permitted assigns and (ii) the Plan (including any trustee or sub-trustee thereof) and any other investment manager or managers acting on behalf of the Plan with respect to the Securities and their respective successors and permitted assigns. Nothing in this Agreement shall be construed to give any other individual, partnership, firm, company, association, trust, unincorporated organization, joint venture, limited liability company, governmental authority or other entity (any of the foregoing, a “Person”) any legal or equitable right, remedy or claim under this Agreement.

 

(c)    Cooperation. Each party hereto shall take such further action, and execute such additional documents, as may be reasonably requested by any other party hereto in order to carry out the purposes of this Agreement.

 

(d)    Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Idaho irrespective of the choice of laws principles of the State of Idaho.

 

(e)    Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations provided by this Agreement may be assigned by any party (whether by operation of law or otherwise) without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon and benefit the Company, the Committee, the Trustee, and their respective successors and permitted assigns.

 

(f)    Severability. Whenever possible, each term and provision of this Agreement will be interpreted in such manner as to be effective and valid under law. If any term or provision of this Agreement, or the application thereof to any Person or any circumstance, is held to be illegal, invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be legal, valid and enforceable, the intent and purpose of such illegal, invalid or unenforceable provision and (ii) the remainder of this Agreement or such term or provision and the application of such term or provision to other Persons or circumstances shall remain in full force and effect and shall not be affected by such illegality, invalidity or unenforceability, nor shall such invalidity or unenforceability affect the legality, validity or enforceability of such term or provision, or the application thereof, in any jurisdiction.

 

(g)    Enforcement of Agreement. The parties agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the parties shall, without the posting of a bond, be entitled, subject to a determination by a court of competent jurisdiction, to an injunction or injunctions to prevent any such failure of performance under, or breaches of, this Agreement, and to enforce specifically the terms and provisions hereof and thereof, this being in addition to all other remedies available at law or in equity, and each party agrees that it will not oppose the granting of such relief on the basis that the requesting party has an adequate remedy at law.

 

(h)    Amendment. This Agreement may not be amended, modified or supplemented except upon the execution and delivery of a written agreement executed by a duly authorized representative or officer of each of the parties.

 

(i)    Headings. The descriptive headings of the Articles, Sections and paragraphs of this Agreement are included for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit, modify or affect any of the provisions hereof.

 

(j)    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same Agreement. All signatures of the parties may be transmitted by electronic delivery, and each such electronic delivery signature (including a pdf signature) will, for all purposes, be deemed to be the original signature of the party whose signature it reproduces and be binding upon such party.

 

[Signature page follows]

 

 

 

IN WITNESS WHEREOF, the parties hereto, being duly authorized, have executed and delivered this Contribution Agreement on the date first above written.

 

 

HECLA MINING COMPANY

 

 

 

 

 

 

 

 

 

 

By:

/s/ David C. Sienko

 

 

Name:

David C. Sienko

 

 

Title:

Vice President and General Counsel

 

       
       
  HECLA MINING COMPANY RETIREMENT COMMITTEE  
       
       
  By: /s/ Phillips S. Baker, Jr.  
  Name: Phillips S. Baker, Jr.  
  Title: Chair  
       
  ACKNOWLEDGED BY:  
  U.S. Bank National Association  
  as Trustee of the Trust  
       
  By: /s/ Ryan Maxey  
  Name: Ryan Maxey  
  Title: Vice President  

 

 

Exhibit 99.2

 

CONTRIBUTION AGREEMENT

 

This Contribution Agreement (this “Agreement”) is entered into as of September 22nd, 2021, by and among Hecla Mining Company, a Delaware corporation (the “Company”) , Hecla Limited, a Delaware corporation (“Hecla Limited”), a wholly owned subsidiary of the Company and sponsor of the Lucky Friday Pension Plan (the “Plan”), the Hecla Mining Company Pension Committee (“Committee”), as the named Plan fiduciary acting for and on behalf of the Plan, and U.S. Bank National Association, as trustee of the Trust (as defined below) (“Trustee”).

 

WHEREAS, the Trust Agreement dated December 26, 1989, as amended, governs a trust which holds Plan assets (the “Trust”).

 

WHEREAS, the Company’s Board of Directors (the “Board”) appointed the Committee as a “named fiduciary” with respect to the Plan within the meaning of Section 402(a) of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”).

 

WHEREAS, the Company desires, on the terms set forth in this Agreement, to contribute 100,000 shares of common stock of the Company, par value $0.25 (“Common Stock”), having an aggregate value of $545,000 based on the closing price of a share of Common Stock as reported by the New York Stock Exchange at the close of trading on September 22, 2021 (the “Securities”) to the Trust (the “Contribution”).

 

WHEREAS, concurrently with the execution of this Agreement, the Company, Hecla Limited, the Committee, and the Trustee have executed that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of the date hereof, under which the Company grants certain registration rights with respect to the Securities, on the terms and conditions set forth therein.

 

WHEREAS, concurrently with the execution of this Agreement, the Committee has executed a direction letter, dated as of the date hereof, which directs the Trustee to accept this Agreement and honor this Agreement’s terms.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this Agreement, and for other good and valuable consideration, the value, receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

 

 

1.

CONTRIBUTION; VALUATION; AND REGISTRATION.

 

(a)    Contributions of Securities. On the terms set forth in this Agreement, effective immediately, the Company hereby agrees to contribute to the Trust the Securities.

 

(b)    Valuation. The Company and the Committee agree and acknowledge that the aggregate value of the Contribution as of the date hereof shall be as set forth above (or as the Company and the Committee may otherwise agree) and that such amount shall be applied as a credit against the obligation to fund the Trust for purposes of the Internal Revenue Code of 1986, as amended (“Code”), and ERISA. For purposes of this Agreement, such amount shall be considered the purchase price paid by the Trust for the Securities.

 

(c)    Registration. The Securities will be subject to the Registration Rights Agreement.

 

 

 

 

2.

REPRESENTATIONS AND WARRANTIES.

 

(a)    Representations of the Company. The Company represents and warrants to the Committee and the Trustee as of the date hereof:

 

(i)    The Company is validly existing as a corporation in good standing under the laws of the State of Delaware;

 

(ii)    The Securities have been duly authorized and, when issued to and accepted by the Trust in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock;

 

(iii)    This Agreement has been duly authorized, executed and delivered by the Company and the Registration Rights Agreement has been duly authorized, executed and delivered by the Company and Hecla Limited, and each constitutes a valid legally binding agreement of the Company and Hecla Limited enforceable against the Company and Hecla Limited in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and except as to the enforceability of the indemnification or contribution provisions contained therein;

 

(iv)    The issuance of the Securities to the Trust and the compliance by the Company with all of the provisions of the Registration Rights Agreement and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, nor will such action result in any violation of the provisions of the Company’s Certificate of Incorporation, as currently in effect, or Bylaws, as amended, by the Company or the charter or bylaws or similar governing documents of any of its subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties;

 

(v)    No commission within the meaning of Section 408(e)(2) of ERISA, brokerage fee or other charge will become due or payable in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, including the contribution of the Securities;

 

(vi)    It is not necessary in connection with the offer, sale and delivery of the Securities by the Company to the Trust to register the Securities under the Securities Act of 1933, as amended, or under the securities laws of any state, because the Securities are exempt from such registration; the Securities have not been so registered; and the Company is issuing the Securities to the Trust in reliance upon an exemption from such registrations.

 

(vii)    The Securities are qualifying employer securities (as defined in Section 407(d)(5)(B) of ERISA); and

 

(viii)    Immediately after the Trust acquires the Securities, the fair market value of the Securities held by the Plan, together with the fair market value of other employer securities and employer real property held by the Plan, does not exceed 10 percent of the fair market value of the assets of the Plan, as required by Section 407(a)(2) of ERISA.

 

 

 

(b)    Representations of the Committee. The Committee hereby represents and warrants to the Company, Hecla Limited and the Trustee as of the date hereof:

 

(i)    The Committee understands and acknowledges that the Securities have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and the Company is issuing the Securities to the Trust in reliance upon an exemption from such registrations;

 

(ii)    The Committee acquired sufficient information to reach an informed and knowledgeable decision to accept the Contribution;

 

(iii)    The Committee made an independent judgment as to its fiduciary obligations concerning the Securities and the Contribution contemplated by this Agreement and the Registration Rights Agreement;

 

(iv)    The Committee shall not cause the Trust to dispose of the Securities except pursuant to an effective Registration Statement or an exemption from registration;

 

(v)    The Committee shall not cause the Trust to dispose of the Securities in a manner that is contrary to the terms of the Registration Rights Agreement, as amended from time to time;

 

(vi)    The Committee acknowledges that, in order to reflect the restrictions on the disposition of the Securities, the Securities may be subject to restrictive instructions from the Company to its transfer agent, or may be endorsed with the following legend, or one that is similar in effect:

 

“THE SECURITY EVIDENCED HEREBY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (b) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”

 

 

 

 

3.

MISCELLANEOUS.

 

(a)    Notices. Any notice, request, instruction, consent, document or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given or served for all purposes (i) upon delivery when personally delivered; (ii) on the delivery date after having been sent by a nationally or internationally recognized overnight courier service (charges prepaid); or (iii) at the time received when sent by registered or certified mail, return receipt requested, postage prepaid, in each case, to the recipient at the address indicated below:

 

If to the Company or Hecla Limited:

 

Hecla Mining Company

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Attn: David Sienko

 

If to the Committee:

 

Hecla Limited Pension Committee

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Attn: Michael Clary

 

If to the Trustee:

 

U.S. Bank National Association

c/o Ryan Maxey, Vice President and Relationship Manager

555 SW Oak St, 6th Fl

PD-OR-P6TD

Portland, OR 97204

 

(b)    No Third Party Beneficiaries. This Agreement shall be for the sole and exclusive benefit of (i) the Company and its successors and permitted assigns and (ii) the Plan (including any trustee or sub-trustee thereof) and any other investment manager or managers acting on behalf of the Plan with respect to the Securities and their respective successors and permitted assigns. Nothing in this Agreement shall be construed to give any other individual, partnership, firm, company, association, trust, unincorporated organization, joint venture, limited liability company, governmental authority or other entity (any of the foregoing, a “Person”) any legal or equitable right, remedy or claim under this Agreement.

 

(c)    Cooperation. Each party hereto shall take such further action, and execute such additional documents, as may be reasonably requested by any other party hereto in order to carry out the purposes of this Agreement.

 

(d)    Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Idaho irrespective of the choice of laws principles of the State of Idaho.

 

(e)    Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations provided by this Agreement may be assigned by any party (whether by operation of law or otherwise) without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon and benefit the Company, Hecla Limited, the Committee, the Trustee, and their respective successors and permitted assigns.

 

 

 

(f)    Severability. Whenever possible, each term and provision of this Agreement will be interpreted in such manner as to be effective and valid under law. If any term or provision of this Agreement, or the application thereof to any Person or any circumstance, is held to be illegal, invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be legal, valid and enforceable, the intent and purpose of such illegal, invalid or unenforceable provision and (ii) the remainder of this Agreement or such term or provision and the application of such term or provision to other Persons or circumstances shall remain in full force and effect and shall not be affected by such illegality, invalidity or unenforceability, nor shall such invalidity or unenforceability affect the legality, validity or enforceability of such term or provision, or the application thereof, in any jurisdiction.

 

(g)    Enforcement of Agreement. The parties agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the parties shall, without the posting of a bond, be entitled, subject to a determination by a court of competent jurisdiction, to an injunction or injunctions to prevent any such failure of performance under, or breaches of, this Agreement, and to enforce specifically the terms and provisions hereof and thereof, this being in addition to all other remedies available at law or in equity, and each party agrees that it will not oppose the granting of such relief on the basis that the requesting party has an adequate remedy at law.

 

(h)    Amendment. This Agreement may not be amended, modified or supplemented except upon the execution and delivery of a written agreement executed by a duly authorized representative or officer of each of the parties.

 

(i)    Headings. The descriptive headings of the Articles, Sections and paragraphs of this Agreement are included for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit, modify or affect any of the provisions hereof.

 

(j)    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same Agreement. All signatures of the parties may be transmitted by electronic delivery, and each such electronic delivery signature (including a pdf signature) will, for all purposes, be deemed to be the original signature of the party whose signature it reproduces and be binding upon such party.

 

[Signature page follows]

 

 

 

IN WITNESS WHEREOF, the parties hereto, being duly authorized, have executed and delivered this Contribution Agreement on the date first above written.

 

 

HECLA MINING COMPANY

 

 

 

 

 

 

 

 

 

 

By:

/s/ David C. Sienko

 

 

Name: 

David C. Sienko 

 

 

 

Vice President and General Counsel

 

       
       
  HECLA MINING COMPANY RETIREMENT COMMITTEE  
       
       
  By: /s/ Phillips S. Baker, Jr.  
  Name: Phillips S. Baker, Jr.  
  Title: Chair  
       
  HECLA LIMITED  
       
  By: /s/ Russell Lawlar  
  Name: Russell Lawlar  
  Title: Vice President  
       
       
  ACKNOWLEDGED BY:  
  U.S. Bank National Association  
  as Trustee of the Trust  
       
  By: /s/ Ryan Maxey  
  Name: Ryan Maxey  
  Title Vice President  

 

 

Exhibit 95.

 

Mine Safety Disclosures

 

Our mines are operated subject to the regulation of the Federal Mine Safety and Health Administration (“MSHA”), under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law, and amended in December 2011. When MSHA believes a violation of the Mine Act has occurred, it may issue a citation for such violation, including a civil penalty or fine, and the mine operator must abate the alleged violation.

 

As required by the reporting requirements of the Dodd-Frank Act, as amended, the table below presents the following information for the three-month period ended September 30, 2021.

 

                 

Received

     
               

Received

Notice of

     
             

Total

Notice of

Potential

Legal

   
     

Section

   

Total Dollar

Number

Pattern of

to have

Actions

Legal

Legal

     

104(d)

   

Value of

Of

Violations

Patterns

Pending

Actions

Actions

 

Section

Section

Citations

Section

Section

MSHA

Mining

Under

Under

as of Last

Initiated

Resolved

 

104 S&S

104(b)

and

110(b)(2)

107(a)

Assessments

Related

Section

Section

Day of

During

During

Mine

Citations

Orders

Orders

Violations

Orders

Proposed

Fatalities

104(e)

104(e)

Period

Period

Period

Greens Creek

0

0

0

$2,052

no

no

0

0

0

Lucky Friday

0

0

0

$125

no

no

1

0

0

Troy

0

0

0

$0

no

no

0

0

0

Fire Creek

0

0

0

---

---

$0

---

no

no

0

0

0

Hollister

3

0

0

--

--

$275

---

no

no

0

0

0

Midas

0

0

0

---

---

$0

---

no

no

0

0

0

Aurora

0

0

0

---

---

$0

---

no

no

0

0

0