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Commission file number
|
1-8491
|
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
|
Class
|
Shares Outstanding July 26, 2010
|
|
Common stock, par value
|
256,085,076
|
|
$0.25 per share
|
Page | |||
PART I - Financial Information
|
|||
Item 1 – Condensed Consolidated Financial Statements (Unaudited)
|
|||
Condensed Consolidated Balance Sheets -
|
|||
June 30, 2010 and December 31, 2009
|
4
|
||
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) -
|
|||
Three Months Ended and Six Months Ended – June 30, 2010 and 2009
|
5
|
||
Condensed Consolidated Statements of Cash Flows -
|
|||
Six Months Ended June 30, 2010 and 2009
|
6
|
||
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
7
|
||
Item 2. Management's Discussion and Analysis of
|
|||
Financial Condition and Results of Operations
|
24
|
||
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
37
|
||
Item 4. Controls and Procedures
|
39
|
||
PART II - Other Information
|
|||
Item 1 – Legal Proceedings
|
40
|
||
Item 1A – Risk Factors
|
40
|
||
Item 6 – Exhibits
|
40
|
||
Signatures
|
41
|
||
Exhibits
|
47
|
June 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 197,378 | $ | 104,678 | ||||
Investments
|
- - | 1,138 | ||||||
Accounts receivable:
|
||||||||
Trade
|
22,753 | 25,141 | ||||||
Other, net
|
648 | 2,286 | ||||||
Inventories:
|
||||||||
Concentrates, doré, and stockpiled ore
|
15,404 | 12,563 | ||||||
Materials and supplies
|
9,269 | 8,903 | ||||||
Current deferred income taxes
|
7,134 | 7,176 | ||||||
Other current assets
|
5,468 | 4,578 | ||||||
Total current assets
|
258,054 | 166,463 | ||||||
Non-current investments
|
1,262 | 2,157 | ||||||
Non-current restricted cash and investments
|
9,468 | 10,945 | ||||||
Properties, plants, equipment and mineral interests, net
|
815,331 | 819,518 | ||||||
Non-current deferred income taxes
|
38,250 | 38,476 | ||||||
Other non-current assets and deferred charges
|
7,370 | 9,225 | ||||||
Total assets
|
$ | 1,129,735 | $ | 1,046,784 | ||||
LIABILITIES
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
$ | 23,325 | $ | 13,998 | ||||
Accrued payroll and related benefits
|
6,832 | 14,164 | ||||||
Accrued taxes
|
4,984 | 6,240 | ||||||
Current portion of capital leases
|
1,760 | 1,560 | ||||||
Current portion of accrued reclamation and closure costs
|
5,815 | 5,773 | ||||||
Total current liabilities
|
42,716 | 41,735 | ||||||
Capital leases
|
2,899 | 3,281 | ||||||
Accrued reclamation and closure costs
|
122,000 | 125,428 | ||||||
Other noncurrent liabilities
|
11,390 | 10,855 | ||||||
Total liabilities
|
179,005 | 181,299 | ||||||
Commitments and contingencies (Notes 2, 4 and 9)
|
||||||||
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 2010 — $7,891 and 2009 — $8,581
|
39 | 39 | ||||||
Mandatory convertible preferred stock, $0.25 par value, 2,012,500 shares issued and outstanding, liquidation preference 2010 — $201,250 and 2009 — $217,600
|
504 | 504 | ||||||
Common stock, $0.25 par value, authorized 2010 — 500,000,000 shares and 2009 — 400,000,000 shares; issued and outstanding 2010 — 255,480,549 shares and 2009 — 238,415,742 shares
|
63,967 | 59,604 | ||||||
Capital surplus
|
1,172,006 | 1,121,076 | ||||||
Accumulated deficit
|
(268,803 | ) | (300,915 | ) | ||||
Accumulated other comprehensive loss
|
(14,932 | ) | (14,183 | ) | ||||
Less treasury stock, at cost; 2010 – 335,957 and 2009 – 81,375 shares
|
(2,051 | ) | (640 | ) | ||||
Total shareholders’ equity
|
950,730 | 865,485 | ||||||
Total liabilities and shareholders’ equity
|
$ | 1,129,735 | $ | 1,046,784 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30, 2010
|
June 30, 2009
|
June 30, 2010
|
June 30, 2009
|
|||||||||||||
Sales of products
|
$ | 88,631 | $ | 74,610 | $ | 168,506 | $ | 129,331 | ||||||||
Cost of sales and other direct production costs
|
35,545 | 41,526 | 71,815 | 71,160 | ||||||||||||
Depreciation, depletion and amortization
|
15,020 | 15,927 | 31,089 | 31,145 | ||||||||||||
Total cost of sales | 50,565 | 57,453 | 102,904 | 102,305 | ||||||||||||
Gross profit
|
38,066 | 17,157 | 65,602 | 27,026 | ||||||||||||
Other operating expenses:
|
||||||||||||||||
General and administrative
|
4,664 | 4,604 | 8,777 | 9,328 | ||||||||||||
Exploration
|
5,820 | 1,236 | 9,249 | 2,264 | ||||||||||||
Other operating expense
|
1,601 | 1,348 | 2,565 | 2,624 | ||||||||||||
(Gain) loss on disposition of properties, plants, and equipment
|
- - | - - | - - | (6,228 | ) | |||||||||||
Termination of employee benefit plan
|
- - | - - | - - | (8,950 | ) | |||||||||||
Provision for closed operations and environmental matters
|
1,389 | 1,029 | 4,765 | 1,906 | ||||||||||||
Total other operating expenses | 13,474 | 8,217 | 25,356 | 944 | ||||||||||||
Income from operations
|
24,592 | 8,940 | 40,246 | 26,082 | ||||||||||||
Other income (expense):
|
||||||||||||||||
Gain on sale of investments
|
- - | - - | 588 | - - | ||||||||||||
Gain on derivative contracts
|
1,999 | - - | 1,999 | - - | ||||||||||||
Loss on impairment of investments
|
(739 | ) | (3,018 | ) | (739 | ) | (3,018 | ) | ||||||||
Interest and other income
|
16 | 136 | 67 | 346 | ||||||||||||
Debt-related fees
|
- - | (464 | ) | - - | (5,739 | ) | ||||||||||
Interest expense, net of amount capitalized
|
(529 | ) | (2,750 | ) | (1,207 | ) | (7,430 | ) | ||||||||
Total other income (expense) | 747 | (6,096 | ) | 708 | (15,841 | ) | ||||||||||
Income before income taxes
|
25,339 | 2,844 | 40,954 | 10,241 | ||||||||||||
Income tax provision
|
(8,255 | ) | (345 | ) | (2,026 | ) | (430 | ) | ||||||||
Net income
|
17,084 | 2,499 | 38,928 | 9,811 | ||||||||||||
Preferred stock dividends
|
(3,409 | ) | (3,409 | ) | (6,817 | ) | (6,817 | ) | ||||||||
Income (loss) applicable to common shareholders
|
$ | 13,675 | $ | (910 | ) | $ | 32,111 | $ | 2,994 | |||||||
Comprehensive income:
|
||||||||||||||||
Net income
|
$ | 17,084 | $ | 2,499 | $ | 38,928 | $ | 9,811 | ||||||||
Change in derivative contracts
|
- - | 624 | - - | 1,026 | ||||||||||||
Reclassification of loss on sale or impairment of marketable securities included in net income (loss)
|
739 | 3,018 | 739 | 3,018 | ||||||||||||
Unrealized holding gains (losses) on investments
|
(510 | ) | (230 | ) | (1,488 | ) | 53 | |||||||||
Comprehensive income
|
$ | 17,313 | $ | 5,911 | $ | 38,179 | $ | 13,908 | ||||||||
Basic income per common share after preferred dividends
|
$ | 0.06 | $ | 0.00 | $ | 0.13 | $ | 0.01 | ||||||||
Diluted income per common share after preferred dividends
|
$ | 0.05 | $ | 0.00 | $ | 0.12 | $ | 0.01 | ||||||||
Weighted average number of common shares outstanding - basic
|
248,549 | 222,417 | 245,371 | 209,659 | ||||||||||||
Weighted average number of common shares outstanding - diluted
|
266,374 | 222,417 | 263,868 | 210,475 |
Six Months Ended
|
||||||||
June 30, 2010
|
June 30, 2009
|
|||||||
Operating activities:
|
||||||||
Net income
|
$ | 38,928 | $ | 9,811 | ||||
Non-cash elements included in net income:
|
||||||||
Depreciation, depletion and amortization
|
31,177 | 31,145 | ||||||
Gain on sale of investments
|
(588 | ) | - - | |||||
Loss on impairment of investments
|
739 | 3,018 | ||||||
Gain on disposition of properties, plants and equipment
|
- - | (6,228 | ) | |||||
Provision for reclamation and closure costs
|
2,502 | 822 | ||||||
Stock compensation
|
2,473 | 1,911 | ||||||
Preferred shares issued for debt-related expenses
|
- - | 4,262 | ||||||
Deferred income taxes
|
268 | - - | ||||||
Amortization of loan origination fees
|
320 | 2,264 | ||||||
Gain on termination of employee benefit plan
|
- - | (8,950 | ) | |||||
(Gain) loss on derivative contracts
|
(2,202 | ) | 1,230 | |||||
Other non-cash charges, net
|
328 | 773 | ||||||
Change in assets and liabilities:
|
||||||||
Accounts receivable
|
4,023 | (13,154 | ) | |||||
Inventories
|
(3,207 | ) | 62 | |||||
Other current and non-current assets
|
2,517 | (1,578 | ) | |||||
Accounts payable and accrued liabilities
|
10,018 | (8,657 | ) | |||||
Accrued payroll and related benefits
|
(7,332 | ) | 1,595 | |||||
Accrued taxes
|
(1,256 | ) | 417 | |||||
Accrued reclamation and closure costs and other non-current liabilities
|
(5,354 | ) | 844 | |||||
Cash provided by operating activities
|
73,354 | 19,587 | ||||||
Investing activities:
|
||||||||
Additions to properties, plants, equipment and mineral interests
|
(26,427 | ) | (9,267 | ) | ||||
Proceeds from sale of investments
|
1,138 | - - | ||||||
Proceeds from disposition of properties, plants and equipment
|
- - | 8,017 | ||||||
Changes in restricted cash and investment balances
|
1,476 | (215 | ) | |||||
Net cash used in investing activities
|
(23,813 | ) | (1,465 | ) | ||||
Financing activities:
|
||||||||
Proceeds from exercise of stock options and warrants
|
45,562 | - - | ||||||
Proceeds from issuance of stock, net of related costs
|
- - | 128,316 | ||||||
Acquisition of treasury shares
|
(693 | ) | - - | |||||
Dividends paid to preferred shareholders
|
(966 | ) | - - | |||||
Payments on interest rate swap
|
- - | (1,946 | ) | |||||
Repayments of debt and capital leases
|
(744 | ) | (123,605 | ) | ||||
Net cash provided by financing activities
|
43,159 | 2,765 | ||||||
Change in cash and cash equivalents:
|
||||||||
Net increase cash and cash equivalents
|
92,700 | 20,887 | ||||||
Cash and cash equivalents at beginning of period
|
104,678 | 36,470 | ||||||
Cash and cash equivalents at end of period
|
$ | 197,378 | $ | 57,357 | ||||
Significant non-cash investing and financing activities:
|
||||||||
Addition of capital lease obligations
|
$ | 563 | $ | 3,938 | ||||
Preferred stock issued for debt-related fees
|
$ | - - | $ | 4,262 | ||||
Preferred stock dividends paid in common stock
|
$ | 19,620 | $ | - - |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Current:
|
||||||||||||||||
Federal
|
$ | 1,530 | $ | (8 | ) | $ | 1,358 | $ | (8 | ) | ||||||
State
|
230 | - - | 169 | - - | ||||||||||||
Foreign
|
115 | 353 | 230 | 438 | ||||||||||||
Total current income tax provision
|
1,875 | 345 | 1,757 | 430 | ||||||||||||
Deferred:
|
||||||||||||||||
Federal and state deferred income tax provision
|
6,380 | - - | 7,928 | - - | ||||||||||||
Discrete benefit for change in valuation
allowance attributable to future periods
|
- - | - - | (7,659 | ) | - - | |||||||||||
Total deferred income tax provision
|
6,380 | - - | 269 | - - | ||||||||||||
Total income tax provision
|
$ | 8,255 | $ | 345 | $ | 2,026 | $ | 430 |
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Numerator
|
|
|||||||||||||||
Net income
|
$ | 17,084 | $ | 2,499 | $ | 38,928 | $ | 9,811 | ||||||||
Preferred stock dividends
|
(3,409 | ) | (3,409 | ) | (6,817 | ) | (6,817 | ) | ||||||||
Net income (loss) applicable to common shares for basic and diluted earnings per share
|
$ | 13,675 | $ | (910 | ) | $ | 32,111 | $ | 2,994 | |||||||
Denominator
|
||||||||||||||||
Basic weighted average common shares
|
248,549 | 222,417 | 245,371 | 209,659 | ||||||||||||
Dilutive stock options and restricted stock
|
17,825 | - - | 18,497 | 816 | ||||||||||||
Diluted weighted average common shares
|
266,374 | 222,417 | 263,868 | 210,475 | ||||||||||||
Basic earnings per common share
|
||||||||||||||||
Net income (loss) applicable to common shares
|
$ | 0.06 | $ | 0.00 | $ | 0.13 | $ | 0.01 | ||||||||
Diluted earnings per common share
|
||||||||||||||||
Net income (loss) applicable to common shares
|
$ | 0.05 | $ | 0.00 | $ | 0.12 | $ | 0.01 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Net sales from operations to unaffiliated customers:
|
||||||||||||||||
Greens Creek
|
$ | 66,941 | $ | 55,557 | $ | 123,482 | $ | 95,571 | ||||||||
Lucky Friday
|
21,690 | 19,053 | 45,024 | 33,760 | ||||||||||||
$ | 88,631 | $ | 74,610 | $ | 168,506 | $ | 129,331 | |||||||||
Income (loss) from operations:
|
||||||||||||||||
Greens Creek
|
$ | 27,662 | $ | 11,826 | $ | 43,786 | $ | 27,859 | ||||||||
Lucky Friday
|
8,625 | 5,021 | 18,306 | 7,328 | ||||||||||||
Other
|
(11,695 | ) | (7,907 | ) | (21,846 | ) | (9,105 | ) | ||||||||
$ | 24,592 | $ | 8,940 | $ | 40,246 | $ | 26,082 |
June 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
Identifiable assets:
|
||||||||
Greens Creek
|
$ | 758,974 | $ | 771,433 | ||||
Lucky Friday
|
131,013 | 116,797 | ||||||
Other
|
239,748 | 158,554 | ||||||
$ | 1,129,735 | $ | 1,046,784 | |||||
Three Months Ended
|
||||||||||||||||
June 30,
|
||||||||||||||||
Pension Benefits
|
Other Benefits
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Service cost
|
$ | 550 | $ | 567 | $ | 12 | $ | 3 | ||||||||
Interest cost
|
931 | 916 | 19 | 14 | ||||||||||||
Expected return on plan assets
|
(1,260 | ) | (1,169 | ) | -- | - - | ||||||||||
Amortization of prior service cost
|
150 | 150 | 13 | - - | ||||||||||||
Amortization of net (gain) loss
|
217 | 309 | (12 | ) | (11 | ) | ||||||||||
Net periodic benefit cost
|
$ | 588 | $ | 773 | $ | 32 | $ | 6 |
Six Months Ended
|
||||||||||||||||
June 30,
|
||||||||||||||||
Pension Benefits
|
Other Benefits
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Service cost
|
$ | 1,101 | $ | 1,134 | $ | 23 | $ | 7 | ||||||||
Interest cost
|
1,862 | 1,831 | 37 | 28 | ||||||||||||
Expected return on plan assets
|
(2,520 | ) | (2,337 | ) | - - | - - | ||||||||||
Amortization of prior service cost
|
301 | 301 | 26 | (1 | ) | |||||||||||
Amortization of net (gain) loss
|
433 | 617 | (23 | ) | (22 | ) | ||||||||||
Net periodic benefit cost
|
$ | 1,177 | $ | 1,546 | $ | 63 | $ | 12 |
Grant Date
|
Expected Life
|
Expected
Volatility
|
Risk-Free
Interest Rate
|
Grant Date
Fair Value per
Option
|
||||
May 5, 2010
|
2.92 years
|
92%
|
1.43%
|
$3.21
|
Warrants
|
Exercise Price
|
Value at
Issuance Date
(in thousands)
|
Expiration Date/
Exercise Date
|
||||||||||
Warrants Issued:
|
|||||||||||||
Series 1 warrants to purchase common stock
|
7,682,927 | $ | 2.45 | $ | 5,335 |
June 2014
|
|||||||
Series 1 warrants to purchase common stock
|
460,976 | 2.56 | 400 |
June 2014
|
|||||||||
Series 3 warrants to purchase common stock
|
18,400,000 | 2.50 | 14,816 |
August 2014
|
|||||||||
Series 4 warrants to purchase common stock
|
12,173,913 | 3.68 | 14,168 |
June 2010
|
|||||||||
Total Warrants Issued
|
38,717,816 | 34,719 | |||||||||||
Warrants Exercised:
|
|||||||||||||
Series 3 warrants to purchase common stock
|
(15,000 | ) | 2.50 | (12 | ) |
September 2009
|
|||||||
Series 3 warrants to purchase common stock
|
(8,500 | ) | 2.50 | (7 | ) |
November 2009
|
|||||||
Series 3 warrants to purchase common stock
|
(15,000 | ) | 2.50 | (12 | ) |
February 2010
|
|||||||
Series 4 warrants to purchase common stock
|
(2,908,515 | ) | 3.68 | (3,385 | ) |
April 2010
|
|||||||
Series 3 warrants to purchase common stock
|
(15,000 | ) | 2.50 | (12 | ) |
May 2010
|
|||||||
Series 4 warrants to purchase common stock
|
(1,091,967 | ) | 3.68 | (1,271 | ) |
May 2010
|
|||||||
Series 4 warrants to purchase common stock
|
(8,173,431 | ) | 3.68 | (9,512 | ) |
June 2010
|
|||||||
Total Warrants Outstanding
|
26,490,403 | $ | 20,508 |
·
|
Leverage ratio (calculated as total debt divided by EBITDA) of not more than 3.0:1.
|
·
|
Interest coverage ratio (calculated as EBITDA divided by interest expense) of not less than 3.0:1.
|
·
|
Current ratio (calculated as current assets divided by current liabilities) of not less than 1.10:1.
|
·
|
Tangible net worth of greater than $500 million.
|
Twelve-month period ending June 30, | |||||
2011
|
$
|
2,128
|
|||
2012
|
1,857
|
||||
2013
|
1,186
|
||||
2014
|
61
|
||||
Total
|
5,232
|
||||
Less: imputed interest
|
(573
|
)
|
|||
Net capital lease obligation
|
$
|
4,659
|
|||
Description
|
June 30, 2010
|
Quoted prices in active markets for identical assets
(Level 1)
|
Significant other observable inputs
(Level 2)
|
|||||||||
Assets:
|
||||||||||||
Cash and cash equivalents:
|
||||||||||||
Money market funds and other bank deposits (1)
|
$ | 197,378 | $ | 197,378 | $ | - - | ||||||
Available for sale securities:
|
||||||||||||
Equity securities – mining industry
|
1,262 | 1,262 | - - | |||||||||
Trade accounts receivable:
|
||||||||||||
Receivables from provisional concentrate sales
|
22,753 | - - | 22,753 | |||||||||
Derivative contracts:
|
||||||||||||
Base metal forward contracts
|
2,254 | - - | 2,254 | |||||||||
Restricted cash balances:
|
||||||||||||
Certificates of deposit and other bank deposits (1)
|
10,297 | 10,297 | - - | |||||||||
Total assets
|
$ | 233,944 | $ | 208,937 | $ | 25,007 | ||||||
Liabilities:
|
||||||||||||
Derivative contracts:
|
||||||||||||
Base metal forward contracts
|
$ | 52 | $ | - - | $ | 52 |
(1)
|
Based on our analysis of the nature and risks of these investments, we determined that presenting them as a single class is appropriate.
|
·
|
operating our properties cost-effectively;
|
·
|
expanding our proven and probable reserves and production capacity at our operating properties;
|
·
|
maintaining and investing in exploration projects in the vicinities of four mining districts we believe to be under-explored and under-invested: North Idaho’s Silver Valley in the historic Coeur d’Alene Mining District; at our Greens Creek unit on Alaska’s Admiralty Island located near Juneau; the silver-producing district near Durango, Mexico; and the Creede district of Southwestern Colorado; and
|
·
|
continuing to seek opportunities to acquire and invest in mining properties and companies
|
·
|
Increased gross profit at our Greens Creek and Lucky Friday units of $17.3 million and $3.6 million, respectively, for the second quarter of 2010 and by $27.4 million and $11.1 million, respectively, for the first six months of 2010 compared to the same 2009 periods (see the
Greens Creek Segment
and
Lucky Friday Segment
sections below for further discussion of these variances).
|
·
|
Increased average prices for silver, gold, zinc and lead for the 2010 periods, as illustrated in the following table:
|
Three months ended June 30,
|
Six months ended June 30,
|
||||||||||||||||
2010
|
2009
|
2010
|
2009
|
||||||||||||||
Silver –
|
London PM Fix ($/ounce)
|
$ | 18.32 | $ | 13.73 | $ | 17.62 | $ | 13.17 | ||||||||
Realized price per ounce
|
$ | 18.96 | $ | 14.15 | $ | 17.94 | $ | 14.04 | |||||||||
Gold –
|
London PM Fix ($/ounce)
|
$ | 1,196 | $ | 922 | $ | 1,152 | $ | 915 | ||||||||
Realized price per ounce
|
$ | 1,246 | $ | 970 | $ | 1,178 | $ | 954 | |||||||||
Lead –
|
LME Final Cash Buyer ($/pound)
|
$ | 0.88 | $ | 0.68 | $ | 0.95 | $ | 0.60 | ||||||||
Realized price per pound
|
$ | 0.93 | $ | 0.77 | $ | 0.93 | $ | 0.69 | |||||||||
Zinc –
|
LME Final Cash Buyer ($/pound)
|
$ | 0.92 | $ | 0.67 | $ | 0.98 | $ | 0.60 | ||||||||
Realized price per pound
|
$ | 0.89 | $ | 0.77 | $ | 0.92 | $ | 0.71 |
·
|
Valuation allowance adjustment to our deferred tax asset balance resulted in $6.1 million income tax benefit recognized in the first quarter of 2010, with no comparable adjustment recorded in the corresponding 2009 period. However, amortization of our deferred tax asset resulted in a $6.4 million income tax provision recognized in the second quarter of 2010, with no comparable adjustment recorded in the corresponding 2009 period (see
Note 3
of
Notes to Condensed Consolidated Financial Statements (Unaudited)
for more information).
|
·
|
Lower interest expense during the second quarter and first six months of 2010 by $2.2 million and $6.2 million, respectively, compared to the same 2009 periods. The decrease is the result of repayment in October 2009 of the remaining debt incurred for the purchase of the 70.3% interest in the Greens Creek joint venture (see
Note 9
of
Notes to Condensed Consolidated Financial Statements (Unaudited)
for more information on our debt facilities).
|
·
|
$5.7 million in debt-related fees recognized during the first six months of 2009, including $4.3 million for preferred shares issued pursuant to our amended and restated credit agreement and $1.4 million for
professional fees incurred related to compliance with the previous version of our amended and restated credit agreement
(see
Note 9
of
Notes to Condensed Consolidated Financial Statements (Unaudited)
for more information).
|
·
|
$3.0 million loss on impairment of investments recognized in the second quarter of 2009 related to our shares of Rusoro stock received in the sale of our Venezuelan operations compared to a $0.7 million impairment loss recognized on the Rusoro stock recognized during the second quarter of 2010 (see
Note 2
of
Notes to Condensed Consolidated Financial Statements (Unaudited)
for more information).
|
·
|
A $2.0 million gain on derivative contracts in the second quarter and first six months of 2010 related to forward contracts on forecasted future zinc and lead sales, with no comparable activity in the corresponding 2009 periods.
|
·
|
The termination of an employee benefit plan resulting in a non-cash gain of $9.0 million recognized in the first quarter of 2009 (see
Note 7
of
Notes to Condensed Consolidated Financial Statements (Unaudited)
for more information). The sale of our Velardeña mill in Mexico in March 2009 generating a pre-tax gain of $6.2 million in the first quarter of 2009 (see
Note 13
of
Notes to Condensed Consolidated Financial Statements (Unaudited)
for more information).
|
·
|
Higher exploration expense by $4.6 million and $6.9 million in the second quarter and first six months of 2010, respectively, compared to the same 2009 periods due to an increase in exploration activity at or near our current operations at the Greens Creek and Lucky Friday units, at our San Sebastian unit in Mexico, and at the San Juan Silver project in Colorado
.
|
·
|
Higher provision for closed operations and environmental matters by $0.4 million and $2.9 million in the second quarter and first six months of 2010, respectively. We recorded a $2.4 million adjustment to increase our liability balance associated with the Bunker Hill Superfund Site recorded in the first quarter of 2010 (see
Note 4
of
Notes to Condensed Consolidated Financial Statements (Unaudited)
for more information).
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Sales
|
$ | 66,941 | $ | 55,557 | $ | 123,482 | $ | 95,571 | ||||||||
Cost of sales and other direct production costs
|
(24,624 | ) | (30,252 | ) | (49,687 | ) | (50,039 | ) | ||||||||
Depreciation, depletion and amortization
|
(13,108 | ) | (13,425 | ) | (27,188 | ) | (26,357 | ) | ||||||||
Gross profit
|
$ | 29,209 | $ | 11,880 | $ | 46,607 | $ | 19,175 | ||||||||
Tons of ore milled
|
204,972 | 205,122 | 403,096 | 396,606 | ||||||||||||
Production:
|
||||||||||||||||
Silver (ounces)
|
1,831,279 | 2,115,098 | 3,432,934 | 4,111,951 | ||||||||||||
Gold (ounces)
|
17,880 | 15,925 | 34,742 | 33,974 | ||||||||||||
Zinc (tons)
|
19,481 | 16,874 | 39,161 | 32,994 | ||||||||||||
Lead (tons)
|
6,535 | 5,353 | 13,215 | 10,539 | ||||||||||||
Payable metal quantities sold:
|
||||||||||||||||
Silver (ounces)
|
1,298,423 | 1,768,238 | 2,527,686 | 3,263,619 | ||||||||||||
Gold (ounces)
|
13,423 | 14,492 | 26,275 | 27,622 | ||||||||||||
Zinc (tons)
|
15,779 | 16,311 | 29,587 | 26,647 | ||||||||||||
Lead (tons)
|
4,569 | 3,656 | 9,122 | 7,189 | ||||||||||||
Ore grades:
|
||||||||||||||||
Silver ounces per ton
|
12.42 | 13.80 | 11.66 | 13.95 | ||||||||||||
Gold ounces per ton
|
0.14 | 0.13 | 0.13 | 0.13 | ||||||||||||
Zinc percent
|
10.82 | 9.20 | 11.01 | 9.40 | ||||||||||||
Lead percent
|
4.12 | 3.32 | 4.20 | 3.42 | ||||||||||||
Mining cost per ton
|
$ | 41.30 | $ | 40.43 | $ | 41.65 | $ | 42.28 | ||||||||
Milling cost per ton
|
$ | 22.28 | $ | 20.13 | $ | 22.17 | $ | 21.64 | ||||||||
Total cash cost per silver ounce
(1)
|
$ | (4.56 | ) | $ | 2.14 | $ | (5.45 | ) | $ | 2.66 |
|
(1)
|
A reconciliation of this non-GAAP measure 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 Total Cash Costs (non-GAAP) to Costs of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP)
.
|
·
|
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 Greens Creek as a producer primarily of silver, 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 deposit is a massive sulfide deposit containing an unusually high proportion of silver; and
|
·
|
in most of its working areas, Greens Creek utilizes selective mining methods in which silver is the metal targeted for highest recovery.
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Sales
|
$ | 21,690 | $ | 19,053 | $ | 45,024 | $ | 33,760 | ||||||||
Cost of sales and other direct production costs
|
(10,921 | ) | (11,274 | ) | (22,128 | ) | (21,121 | ) | ||||||||
Depreciation, depletion and amortization
|
(1,912 | ) | (2,502 | ) | (3,901 | ) | (4,788 | ) | ||||||||
Gross profit
|
$ | 8,857 | $ | 5,277 | $ | 18,995 | $ | 7,851 | ||||||||
Tons of ore milled
|
79,428 | 84,188 | 171,469 | 170,634 | ||||||||||||
Production:
|
||||||||||||||||
Silver (ounces)
|
797,385 | 868,339 | 1,679,464 | 1,734,637 | ||||||||||||
Lead (tons)
|
5,047 | 5,297 | 10,548 | 10,936 | ||||||||||||
Zinc (tons)
|
2,142 | 2,536 | 4,673 | 5,127 | ||||||||||||
Payable metal quantities sold:
|
||||||||||||||||
Silver (ounces)
|
728,641 | 847,257 | 1,541,618 | 1,624,538 | ||||||||||||
Lead (tons)
|
4,604 | 5,129 | 9,659 | 10,069 | ||||||||||||
Zinc (tons)
|
1,523 | 1,878 | 3,369 | 3,711 | ||||||||||||
Ore grades:
|
||||||||||||||||
Silver ounces per ton
|
10.75 | 11.03 | 10.51 | 10.84 | ||||||||||||
Lead percent
|
6.80 | 6.79 | 6.61 | 6.89 | ||||||||||||
Zinc percent
|
3.09 | 3.43 | 3.12 | 3.46 | ||||||||||||
Mining cost per ton
|
$ | 56.62 | $ | 61.67 | $ | 54.71 | $ | 58.70 | ||||||||
Milling cost per ton
|
$ | 15.35 | $ | 15.70 | $ | 14.87 | $ | 14.84 | ||||||||
Total cash cost per silver ounce
(1)
|
$ | 4.47 | $ | 6.41 | $ | 3.81 | $ | 7.22 |
(1)
|
A reconciliation of this non-GAAP measure 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 Total Cash Costs (non-GAAP) to Costs of Sales and Other Direct Production Costs and Depreciation, Depletion and Amortization (GAAP)
.
|
·
|
silver has historically accounted for a higher proportion of revenue than any other metal and is expected to do so in the future;
|
·
|
the Lucky Friday unit is situated in a mining district long associated with silver production; and
|
·
|
the Lucky Friday unit generally utilizes selective mining methods to target silver production.
|
·
|
Lower general and administrative expense in the first half of 2010 by $0.5 million which was primarily the result of workforce reduction costs incurred in the 2009 period, partially offset by increased incentive compensation expense in the 2010 period.
|
·
|
Lower interest expense, net of interest capitalized, by $6.2 million for the first six months of 2010 compared to the same period of 2009 as a result of repayment in October 2009 of the remaining debt incurred for the acquisition of 70.3% of Greens Creek. Interest expense, net of interest capitalized, for the second quarter of 2010 was lower by $2.2 million compared to the same 2009 period as a result of the payoff of our bridge facility balance in February 2009 and reductions in our term facility balance. See
Note 9
of
Notes to Condensed Consolidated Financial Statements (Unaudited)
for more information on the debt facility.
|
·
|
We incurred debt-related fees in 2009 resulting from $4.3 million in expense recognized in the first quarter of 2009 for preferred shares issued pursuant to our amended and restated credit agreement and $0.5 million and $1.4 million in professional fees incurred during the second quarter and first six months of 2009, respectively, related to compliance with our amended and restated credit agreement (see
Note 8
and
Note 9
of
Notes to Condensed Consolidated Financial Statements (Unaudited)
for more information). We repaid the remaining balance on the credit agreement in October 2009.
|
·
|
An income tax provision of $2.0 million for the first six months of 2010 compared to an income tax provision of $0.4 million for the first six months of 2009. See
Note 3
of
Notes to the Condensed Consolidated Financial Statements (Unaudited)
for more information.
|
Total, All Properties
|
||||||||||||||||
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Total cash costs
(1)
|
$ | (4,784 | ) | $ | 10,094 | $ | (12,317 | ) | $ | 23,462 | ||||||
Divided by ounces produced
|
2,628 | 2,983 | 5,112 | 5,847 | ||||||||||||
Total cash cost per ounce produced
|
$ | (1.82 | ) | $ | 3.38 | $ | (2.41 | ) | $ | 4.01 | ||||||
Reconciliation to GAAP:
|
||||||||||||||||
Total cash costs
|
$ | (4,784 | ) | $ | 10,094 | $ | (12,317 | ) | $ | 23,462 | ||||||
Depreciation, depletion and amortization
|
15,020 | 15,927 | 31,089 | 31,145 | ||||||||||||
Treatment costs
|
(21,619 | ) | (17,406 | ) | (46,535 | ) | (34,936 | ) | ||||||||
By-product credits
|
64,066 | 43,851 | 133,461 | 81,726 | ||||||||||||
Change in product inventory
|
(2,401 | ) | 4,811 | (2,858 | ) | 487 | ||||||||||
Reclamation and other costs
|
283 | 176 | 64 | 421 | ||||||||||||
Cost of sales and other direct production costs and depreciation, depletion and amortization (GAAP)
|
$ | 50,565 | $ | 57,453 | $ | 102,904 | $ | 102,305 | ||||||||
Greens Creek Unit
|
||||||||||||||||
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Total cash costs
(1)
|
$ | (8,345 | ) | $ | 4,530 | $ | (18,711 | ) | $ | 10,941 | ||||||
Divided by silver ounces produced
|
1,831 | 2,115 | 3,433 | 4,112 | ||||||||||||
Total cash cost per ounce produced
|
$ | (4.56 | ) | $ | 2.14 | $ | (5.45 | ) | $ | 2.66 | ||||||
Reconciliation to GAAP:
|
||||||||||||||||
Total cash costs
|
$ | (8,345 | ) | $ | 4,530 | $ | (18,711 | ) | $ | 10,941 | ||||||
Depreciation, depletion and amortization
|
13,108 | 13,425 | 27,188 | 26,357 | ||||||||||||
Treatment costs
|
(18,063 | ) | (13,359 | ) | (38,000 | ) | (26,663 | ) | ||||||||
By-product credits
|
52,850 | 34,439 | 108,776 | 64,965 | ||||||||||||
Change in product inventory
|
(2,096 | ) | 4,447 | (2,430 | ) | 361 | ||||||||||
Reclamation and other costs
|
278 | 196 | 52 | 435 | ||||||||||||
Cost of sales and other direct production costs and depreciation, depletion and amortization (GAAP)
|
$ | 37,732 | $ | 43,678 | $ | 76,875 | $ | 76,396 |
Lucky Friday Unit
|
||||||||||||||||
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Total cash costs
(1)
|
$ | 3,561 | $ | 5,564 | $ | 6,394 | $ | 12,521 | ||||||||
Divided by silver ounces produced
|
797 | 868 | 1,679 | 1,735 | ||||||||||||
Total cash cost per ounce produced
|
$ | 4.47 | $ | 6.41 | $ | 3.81 | $ | 7.22 | ||||||||
Reconciliation to GAAP:
|
||||||||||||||||
Total cash costs
|
$ | 3,561 | $ | 5,564 | $ | 6,394 | $ | 12,521 | ||||||||
Depreciation, depletion and amortization
|
1,912 | 2,502 | 3,901 | 4,788 | ||||||||||||
Treatment costs
|
(3,556 | ) | (4,047 | ) | (8,535 | ) | (8,273 | ) | ||||||||
By-product credits
|
11,216 | 9,412 | 24,685 | 16,761 | ||||||||||||
Change in product inventory
|
(305 | ) | 364 | (428 | ) | 126 | ||||||||||
Reclamation and other costs
|
5 | (20 | ) | 12 | (14 | ) | ||||||||||
Cost of sales and other direct production costs and depreciation, depletion and amortization (GAAP)
|
$ | 12,833 | $ | 13,775 | $ | 26,029 | $ | 25,909 |
(1)
|
Includes 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 and marketing expense, on-site general and administrative costs, royalties and mining production taxes, net of by-product revenues earned from all metals other than the primary metal produced at each unit.
|
June 30,
2010
|
December 31,
2009
|
|||||||
Cash and cash equivalents
|
$ | 197.4 | $ | 104.7 | ||||
Marketable equity securities
|
1.3 | 3.3 | ||||||
Total cash, cash equivalents and investments
|
$ | 198.7 | $ | 108.0 |
Six Months Ended
|
||||||||
June 30, 2010
|
June 30, 2009
|
|||||||
Cash provided by operating activities (in millions)
|
$ | 73.4 | $ | 19.6 |
Six Months Ended
|
||||||||
June 30, 2010
|
June 30, 2009
|
|||||||
Cash used in investing activities (in millions)
|
$ | 23.8 | $ | 1.5 |
Six Months Ended
|
||||||||
June 30, 2010
|
June 30, 2009
|
|||||||
Cash provided by financing activities (in millions)
|
$ | 43.2 | $ | 2.8 |
Payments due by period
|
||||||||||||||||||||
Less than
|
More than
|
|||||||||||||||||||
1 year
|
1-3 years
|
3-5 years
|
5 Years
|
Total
|
||||||||||||||||
Purchase obligations (1) | $ | 3,795 | $ | - - | $ | - - | $ | - - | $ | 3,795 | ||||||||||
Commitment fees
(2)
|
840 | 1,427 | - - | - - | 2,267 | |||||||||||||||
Contractual obligations
(3)
|
14,303 | - - | - - | - - | 14,303 | |||||||||||||||
Capital lease commitments
(4)
|
2,128 | 3,043 | 61 | - - | 5,232 | |||||||||||||||
Operating lease commitments
(5)
|
2,765 | 4,974 | 1,316 | - - | 9,055 | |||||||||||||||
Supplemental executive retirement plan
(6)
|
336 | 976 | 630 | 1,089 | 3,031 | |||||||||||||||
Total contractual cash obligations | $ | 24,167 | $ | 10,420 | $ | 2,007 | $ | 1,089 | $ | 37,683 |
(1)
|
Consists of open purchase orders of approximately $1.9 million at the Greens Creek unit and $1.9 million at the Lucky Friday unit. Included in these amounts are approximately $1.1 million and $1.3 million related to various capital projects at the Greens Creek and Lucky Friday units, respectively.
|
(2)
|
In October 2009 we entered into a $60 million revolving credit agreement involving a three-year term, which was amended in March 2010. We are required to pay a standby fee of 1.4% per annum on undrawn amounts under the revolving credit agreement. There was no amount drawn under the revolving credit agreement as of June 30, 2010, and the amounts above assume no amounts will be drawn during the agreement’s term. For more information on our credit facility, see
Note 9
of
Notes to Condensed Consolidated Financial Statements (Unaudited)
.
|
(3)
|
Includes approximately $3.7 million for various capital projects at the Greens Creek unit. Total contractual obligations at June 30, 2010 also included approximately $10.6 million for commitments relating to non-capital items at Greens Creek.
|
(4)
|
Represents scheduled capital lease payments of $4.3 million and $0.9 million (including interest), respectively, for equipment at our Greens Creek and Lucky Friday units. These leases have fixed payment terms and contain bargain purchase options at the end of the lease periods (see
Note 9
of
Notes to Condensed Consolidated Financial Statements (Unaudited)
for more information).
|
(5)
|
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.
|
(6)
|
There were no funding requirements as of June 30, 2010 under our other defined benefit pension plans. See
Note 7
of
Notes to Condensed Consolidated Financial Statements (Unaudited)
for more information.
|
HECLA MINING COMPANY
|
|||
(Registrant) | |||
Date: July 28, 2010
|
By:
|
/s/ Phillips S. Baker, Jr. | |
Phillips S. Baker, Jr., President and
|
|||
Chief Executive Officer
|
|||
|
Date: July 28, 2010
|
By:
|
/s/ James A. Sabala | |
James A. Sabala, Vice President and | |||
Chief Financial Officer | |||
|
3.1
|
Certificate of Incorporation of the Registrant as amended to date.*
|
|
3.2
|
Bylaws of the Registrant as amended to date. Filed as exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on December 6, 2007 (File No. 1-8491), and incorporated herein by reference.
|
|
4.1(a)
|
Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of the Registrant. Filed as part of Exhibit 3.1 hereto and incorporated herein by reference.
|
|
4.1(b)
|
Certificate of Designation, Preferences and Rights of Series B Cumulative Convertible Preferred Stock of the Registrant. Filed as part of Exhibit 3.1 hereto and incorporated herein by reference.
|
|
4.1(c)
|
Certificate of Designations of 6.5% Mandatory Convertible Preferred Stock of the Registrant. Filed as part of Exhibit 3.1 hereto and incorporated herein by reference.
|
|
4.2(a)
|
Form of Series 1 Common Stock Purchase Warrant. Filed as exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on December 11, 2008 (File No. 1-8491), and incorporated herein by reference.
|
|
4.2(b)
|
Form of Series 3 Common Stock Purchase Warrant. Filed as exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on February 9, 2009 (File No. 1-8491), and incorporated herein by reference.
|
|
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. *
|
|
101.INS | XBRL Instance. ** |
|
101.SCH | XBRL Taxonomy Extension Schema.** |
|
101.CAL | XBRL Taxonomy Extension Calculation.** |
|
101.DEF | XBRL Taxonomy Extension Definition.** |
|
101.LAB | XBRL Taxonomy Extension Labels.** |
|
101.PRE | XBRL Taxonomy Extension Presentation.** |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Mr. Kennedy is our chairman emeritus and lead independent director. He served as chairman of our Board from 2010 to 2022. Mr. Kennedy served as executive chairman of the Company from 2010 to 2012. From 2003 to 2010, he served as chairman and chief executive officer of The First American Corporation, the Company’s prior parent company, and as its president from 1993 to 2004. He served as a director of The First American Corporation and, as renamed in 2010, CoreLogic, Inc., from 1987 to 2011, and was CoreLogic, Inc.’s executive chairman from 2010 to 2011. He is a director of the Automobile Club of Southern California. We believe that Mr. Kennedy, who has worked with us in various capacities for over 40 years, has unparalleled executive experience in our industry. He also brings to the Company an incomparable understanding of our history and culture. | |||
Mr. McKee has served as a principal of The Contrarian Group, a private equity firm, since 2018. He is the chairman of Realty Income Corporation (NYSE: O), a real estate investment trust, and the Tiger Woods Foundation. He served as a director of HCP, Inc. (NYSE: HCP), a publicly traded real estate investment trust, from 1989 to 2018, as executive chairman of HCP from 2016 to 2018 and, during 2016, he also served as interim chief executive officer and president of HCP. From 2010 to 2016, Mr. McKee was chief executive officer of Bentall Kennedy (U.S.), a registered real estate investment advisor. He also served as the chief executive officer and vice chairman of the board of directors of The Irvine Company, a privately-held real estate development and investment company, and as a partner with the law firm of Latham & Watkins LLP. Mr. McKee brings to the Board significant operating and executive management experience. This experience, combined with Mr. McKee’s extensive background in the real estate industry, facilitates the Board’s oversight of the Company’s operations and enhances its ability to assess strategic opportunities. | |||
Ms. Wyrsch retired in 2019 as executive vice president and general counsel for Sempra, a leading energy services company, where she oversaw the company’s legal affairs and compliance initiatives. Prior to joining Sempra in 2013, Ms. Wyrsch served as the president of Vestas American Wind Technology from 2009 to 2012, where she had direct responsibility for all North American sales, construction, service and maintenance. In addition to her former executive leadership roles, she served as a member of the board of directors of Spectra Energy Corporation and SPX Corporation. She currently serves on the board of directors of Quanta Services, Inc. (NYSE: PWR), a specialized contracting services company, and National Grid plc (FTSE: NG; NYSE: NGG), an investor-owned utility managing electric and natural gas assets in the United Kingdom and the United States. From 2012 to 2021 she also served as a director of Spectris plc, a publicly traded company listed on the London Stock Exchange, and from 2019 to 2020 as a director of Noble Energy, Inc. (NYSE: NBL), an energy exploration and production company. As an accomplished director for publicly-traded companies, and with deep experience leading intricate businesses, Ms. Wyrsch provides valuable insight into how we can enhance our operations and effectively serve our customers. | |||
Ms. Spence served as the chairman of Mother Lode Holding Co. (“MLHC”), a subsidiary of our Company that was acquired on May 2, 2022, until her retirement in 2023. Ms. Spence was the beneficiary of a legacy Supplemental Executive Retirement Plan (“MLHC SERP”) and Deferred Compensation Plan (“MLHC DCP”) that MLHC offered prior to the acquisition by our Company. Although those plans were frozen at the time of the acquisition, our Company assumed the obligations under those plans that were then in place, including the obligations under Ms. Spence’s MLHC SERP contract and with respect to her DCP contributions. MLHC was also a lessee under five lease agreements with respect to properties beneficially owned by a trust to which Ms. Spence and her husband are beneficiaries. One of those lease arrangements terminated during 2024, with four remaining in place as of December 31, 2024. Our Company paid approximately $674,050 in rent payments under the leases during 2024. These leases were included in the acquisition and were determined by our Company’s corporate real estate team at the time to be at fair market value rates. | |||
Mr. Oman retired from Wells Fargo & Company in 2011, after serving it or its predecessors since 1979. He held numerous positions at Wells Fargo, including senior executive vice president (home and consumer finance) from 2005 until his retirement and group executive vice president (home and consumer finance) from 2002 to 2005. Mr. Oman also served as a director and the chief executive officer of Wachovia Preferred Funding Corp. from 2009 to 2011. He is currently involved with several private ventures and serves on a variety of private-company and non-profit boards. Mr. Oman brings to the Board important insights into the mortgage market and working with large mortgage lenders. | |||
Ms. McCarthy retired in 2019 as executive vice president of CVS Health Corporation, a health innovation company (NYSE: CVS), supporting the technology integration following the completion of CVS Health’s acquisition of Aetna, Inc. in 2018. She served as executive vice president of operations and technology for Aetna, Inc., a diversified healthcare benefits company, from 2010 until 2018, where she was responsible for innovation, technology, data security, procurement, real estate and service operations. Prior to joining Aetna in 2003, she served in various information technology-related roles, including at CIGNA Healthcare, Catholic Health Initiatives and Andersen Consulting (now Accenture), as well as a consulting partner at Ernst & Young. She is a director of Marriott International, Inc. (Nasdaq: MAR), an operator, franchisor, and licensor of hotel, residential, and timeshare properties worldwide; American Electric Power (Nasdaq: AEP), an electrical energy company; and Alignment Healthcare, Inc. (Nasdaq GS: ALHC), a tech-enabled Medicare Advantage company. She served as a director of Brighthouse Financial, Inc. (Nasdaq GS: BHF), a life and annuity insurance company from 2018 to 2021. Given her extensive experience managing large groups of employees, complex processes and enterprise-critical technology, Ms. McCarthy brings to the Board valuable insights into areas of critical import to the operations of the Company, including privacy and cybersecurity. | |||
Mr. DeGiorgio has served as our chief executive officer since February 2022. From 2021 to 2022 he was our president with oversight responsibility for the Company’s operating groups, including its title insurance, specialty insurance and data and analytics businesses. He served as executive vice president from 2010 to 2021, overseeing the Company's international division, trust company and various corporate functions. He serves as a director of Offerpad Solutions Inc. (NYSE:OPAD), a leading tech-enabled real estate company, and Lev Inc., a privately held technology company focused on digitizing commercial real estate financing. With over 25 years of service to our Company in various operational and corporate roles, Mr. DeGiorgio provides our Board with an in-depth understanding of the Company’s businesses, risk profile and competitive landscape. | |||
Dr. Doti has been a professor of economics at Chapman University since 1974 and served as Chapman University’s president from 1991 to 2016. He previously served on the boards of The First American Corporation, the Company’s prior parent company, Standard Pacific Corp. and Fleetwood Enterprises, Inc. Given his experience as president of Chapman University and his doctorate in economics from the University of Chicago, Dr. Doti gives our Company insight into the organizational challenges that large companies face and the impact of the economic environment on the Company. | |||
Mr. Gilmore has served as chairman of the Board since February 2022 and as a director since 2010. He served as our chief executive officer from 2010 to 2022. From 1993 to 2010, he served in various managerial roles with The First American Corporation, including as the chief executive officer of its financial services group and as its chief operating officer. He currently serves as a director of the Automobile Club of Southern California. As the Company’s former chief executive officer, Mr. Gilmore brings to our Board significant operational and executive management experience specific to our Company’s businesses and our industry. | |||
Ms. Wahl was appointed a director in September 2024. Ms. Wahl retired in 2023 as senior vice president and global chief marketing officer (CMO) of General Motors Company (NYSE: GM), a leading automotive manufacturing company, where she oversaw the company’s global marketing strategy since 2019. Ms. Wahl has also served as an executive leader and CMO for several other premier consumer product companies, including Cadillac (a brand of General Motors Company) from 2018 to 2019, McDonald’s Corporation (NYSE: MCD), a leading global foodservice retailer, from 2014 to 2017 and PulteGroup, Inc., one of the largest homebuilding companies in the United States, from 2009 to 2014. Ms. Wahl is a director of Mediaocean, LLC, a global advertising software solutions and consumer measurement data company. She previously served as a director of Groupon, Inc. (Nasdaq: GRPN) from 2017 to 2023, ActionIQ, Inc. from 2023 to 2024, Beyond Ordinary Events, Inc. from 2023 to 2024, and OnStar Insurance Services Inc. from 2021 to 2023, as well as in several board-level roles with the Association of National Advertisers, the Mobile Marketing Association, and the Interactive Advertising Bureau. With her extensive experience leading global marketing strategy and helping drive growth for influential brands in a variety of industries, Ms. Wahl brings to the Board a valuable perspective on how the Company can capitalize on its leadership of the digital transformation of the title and settlement industry. |
Name and
|
Year |
Salary
|
Bonus
|
Stock Awards
|
Non-Equity Incentive Plan Compensation
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
|
All Other Compensation
|
Total
|
||||||||||||||||||||||||||||||
Kenneth D. DeGiorgio |
|
2024 |
|
|
$ |
832,500 |
|
|
|
$ |
— |
|
|
|
$ |
4,450,093 |
|
|
|
$ |
2,460,500 |
|
|
|
$ |
28,017 |
|
|
|
$ |
13,830 |
|
|
|
$ |
7,784,940 |
|
|
Chief Executive Officer |
|
2023 |
|
|
$ |
832,500 |
|
|
|
$ |
— |
|
|
|
$ |
4,841,829 |
|
|
|
$ |
1,050,000 |
|
|
|
$ |
332,267 |
|
|
|
$ |
12,761 |
|
|
|
$ |
7,069,357 |
|
|
|
|
2022 |
|
|
$ |
865,673 |
|
|
|
$ |
— |
|
|
|
$ |
3,792,696 |
|
|
|
$ |
1,347,500 |
|
|
|
$ |
— |
|
|
|
$ |
20,730 |
|
|
|
$ |
6,026,599 |
|
|
Mark E. Seaton |
|
2024 |
|
|
$ |
630,000 |
|
|
|
$ |
— |
|
|
|
$ |
2,162,011 |
|
|
|
$ |
964,250 |
|
|
|
$ |
— |
|
|
|
$ |
10,900 |
|
|
|
$ |
3,767,161 |
|
|
EVP, Chief Financial Officer |
|
2023 |
|
|
$ |
630,000 |
|
|
|
$ |
— |
|
|
|
$ |
2,289,842 |
|
|
|
$ |
435,000 |
|
|
|
$ |
— |
|
|
|
$ |
10,151 |
|
|
|
$ |
3,364,993 |
|
|
|
|
2022 |
|
|
$ |
665,000 |
|
|
|
$ |
— |
|
|
|
$ |
2,641,705 |
|
|
|
$ |
558,250 |
|
|
|
$ |
— |
|
|
|
$ |
18,400 |
|
|
|
$ |
3,883,355 |
|
|
Lisa W. Cornehl |
|
2024 |
|
|
$ |
445,385 |
|
|
|
$ |
— |
|
|
|
$ |
706,995 |
|
|
|
$ |
395,010 |
|
|
|
$ |
— |
|
|
|
$ |
10,740 |
|
|
|
$ |
1,558,130 |
|
|
SVP, Chief Legal Officer |
|
2023 |
|
|
$ |
407,162 |
|
|
|
$ |
— |
|
|
|
$ |
570,154 |
|
|
|
$ |
138,600 |
|
|
|
$ |
— |
|
|
|
$ |
9,910 |
|
|
|
$ |
1,125,826 |
|
|
|
|
2022 |
|
|
$ |
390,000 |
|
|
|
$ |
— |
|
|
|
$ |
319,849 |
|
|
|
$ |
140,140 |
|
|
|
$ |
— |
|
|
|
$ |
18,200 |
|
|
|
$ |
868,189 |
|
|
Matthew F. Wajner |
|
2024 |
|
|
$ |
350,000 |
|
|
|
$ |
— |
|
|
|
$ |
296,591 |
|
|
|
$ |
203,158 |
|
|
|
$ |
— |
|
|
|
$ |
10,600 |
|
|
|
$ |
860,349 |
|
|
VP, Treasurer |
|
2023 |
|
|
$ |
350,000 |
|
|
|
$ |
— |
|
|
|
$ |
335,419 |
|
|
|
$ |
109,980 |
|
|
|
$ |
— |
|
|
|
$ |
9,849 |
|
|
|
$ |
805,248 |
|
|
|
|
2022 |
|
|
$ |
346,923 |
|
|
|
$ |
— |
|
|
|
$ |
333,357 |
|
|
|
$ |
117,618 |
|
|
|
$ |
— |
|
|
|
$ |
18,050 |
|
|
|
$ |
815,948 |
|
|
Steven A. Adams |
|
2024 |
|
|
$ |
358,462 |
|
|
|
$ |
— |
|
|
|
$ |
237,204 |
|
|
|
$ |
203,158 |
|
|
|
$ |
— |
|
|
|
$ |
10,600 |
|
|
|
$ |
809,424 |
|
|
VP, Chief Accounting Officer |
|
2023 |
|
|
$ |
350,000 |
|
|
|
$ |
— |
|
|
|
$ |
267,313 |
|
|
|
$ |
109,980 |
|
|
|
$ |
— |
|
|
|
$ |
9,850 |
|
|
|
$ |
737,143 |
|
|
|
|
2022 |
|
|
$ |
350,000 |
|
|
|
$ |
— |
|
|
|
$ |
290,079 |
|
|
|
$ |
117,618 |
|
|
|
$ |
— |
|
|
|
$ |
18,100 |
|
|
|
$ |
775,797 |
|
|
Customers
Customer name | Ticker |
---|---|
Tiffany & Co. | TIF |
Tiffany & Co. | TIF |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
First American Financial Corp | - | 76,779,700 | 0 |
GILMORE DENNIS J | - | 494,574 | 2,343 |
DEGIORGIO KENNETH D | - | 311,762 | 128 |
KENNEDY PARKER S | - | 189,081 | 2,165,550 |
Seaton Mark Edward | - | 188,151 | 0 |
DOTI JAMES L | - | 73,987 | 0 |
Cornehl Lisa W | - | 23,825 | 0 |
Adams Steven a | - | 9,252 | 0 |
Adams Steven a | - | 7,411 | 0 |
Spence Marsha A | - | 1,747 | 0 |
Wahl Deborah | - | 696 | 0 |