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Acquisitions (Notes) | 12 Months Ended
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Dec. 31, 2018
Business Combinations [Abstract] |
Acquisitions | ACQUISITIONS In November 2018, the Company completed the Asset Purchase Agreement among the Company, Coeur Rochester and Alio Gold pursuant to which Coeur Rochester acquired all of Alio Gold’s rights, titles, and interests in and to certain real property assets and patented and unpatented mining claims located in Pershing County, Nevada (collectively, the “Lincoln Hill and related assets”). In consideration for the Lincoln Hill and related assets, the Company paid Alio Gold consideration of $19.0 million in shares of Company common stock calculated using a five-day volume-weighted average price of Company common stock for a five-trading day period ending on the third trading day immediately preceding the closing. The transaction was accounted for as an asset acquisition as the Lincoln Hill and related assets do not currently have processes, including experienced personnel, in place to extract the minerals from the ground to produce outputs. As such, the total purchase price was allocated to the assets acquired and liabilities assumed based on their relative fair values. The purchase price and acquired assets and liabilities were as follows (in thousands except share data):
Common shares issued (4,268,703 at $4.40) | $ | 18,782 |
Transaction advisory fees and other acquisition costs | 246 |
Total purchase price | $ | 19,028 |
Assets: |
Prepaid expenses and other | 527 |
Mining properties, net | 18,501 |
Net assets acquired | $ | 19,028 |
In October 2018, the Company completed its acquisition of Northern Empire Resources Corp. (“Northern Empire”), whose principal asset is the Sterling gold project. Upon completion of the acquisition, each share of Northern Empire common stock issued and outstanding immediately prior to the effective time of the Plan of Arrangement, excluding shares owned by the Company, was exchanged for shares of the Company’s common stock at a ratio of 0.1850 shares of Company common stock for each Northern Empire common share. Approximately 12.1 million Coeur shares were issued to Northern Empire shareholders (other than the Company) upon closing of the acquisition, representing aggregate value of approximately $73.6 million as of the closing date. Prior to the acquisition, the Company had an existing investment valued at $7.3 million in Northern Empire. The transaction was accounted for as an asset acquisition as Northern Empire does not currently have processes, including experienced personnel, in place to extract the minerals from the ground to produce outputs. As such, the total purchase price was allocated to the assets acquired and liabilities assumed based on their relative fair values. Total consideration and acquired assets and liabilities were as follows (in thousands except share data):
Common shares issued (12,122,683 at $5.27) | $ | 63,887 |
Fair value of existing investment in Northern Empire | 7,257 |
Transaction advisory fees and other acquisition costs | 2,449 |
Total consideration | 73,593 |
Assets: |
Cash | 5,309 |
Receivables and other current assets | 465 |
Restricted assets | 4,300 |
Property, plant, and equipment | 1,351 |
Mining properties, net | 99,515 |
Deferred income taxes | 587 |
| 111,527 |
Liabilities: |
Accounts payable and accrued liabilities | 10,895 |
Reclamation liabilities | 2,659 |
Deferred income taxes | 24,380 |
| 37,934 |
Net assets acquired | $ | 73,593 |
In October 2017, the Company completed the acquisition of JDS Silver Holdings Ltd. and its wholly-owned subsidiary JDS Silver Inc. (together, “JDS Silver”) which, following the closing of the acquisition, were amalgamated with a subsidiary of Coeur to form Coeur Silvertip Holdings Ltd., which owns the underground Silvertip silver-zinc-lead mine in northern British Columbia, Canada. JDS Silver was purchased for approximately $153.2 million in cash and $36.0 million in Coeur common stock. In addition, the Company recorded $47.7 million of contingent consideration payable in cash and common stock upon reaching future permitting and resource declaration milestones. The cash consideration was funded with $100.0 million of borrowing under the Facility (as defined in Note 18 -- Debt) and cash on hand. Upon closing, the Company issued approximately 4.2 million Coeur shares to former shareholders of JDS Silver Holdings Ltd. The acquisition aligns with the Company’s strategic shift to a North America-focused mining portfolio. The transaction was accounted for as a business combination, which requires that assets acquired and liabilities assumed be recognized at their respective fair values at the acquisition date. The acquisition was not significant to the Company’s results of operations, individually or in the aggregate, because the Silvertip mine was in in pre-production. As there were no significant differences from the Company’s historical results of operations, no pro forma financial information was provided. The allocation of purchase price to the acquired assets and liabilities assumed at December 31, 2017 was preliminary. The Company completed its review of the valuation methodologies used to estimate the fair value of property, plant and equipment and mining properties in 2018. The final purchase price allocation resulted in an increase to property, plant and equipment and deferred income tax liabilities of $6.6 million and $3.2 million, respectively, and a decrease to mining properties, net of $3.4 million. The final purchase price allocation is as follows (in thousands):
Common shares issued (4,191,679 at $8.59) | $ | 36,007 |
Cash | 153,194 |
Contingent consideration | 47,705 |
Total purchase price(1) | $ | 236,906 |
Assets: |
Receivables and other assets | $ | 6,828 |
Property, plant, and equipment | 36,568 |
Mining properties, net | 285,054 |
| 328,450 |
Liabilities: |
Accounts payable and accrued liabilities | 13,068 |
Asset retirement obligation | 6,982 |
Debt and capital lease | 20,149 |
Deferred income taxes | 51,345 |
| 91,544 |
Net assets acquired | $ | 236,906 |
(1) Purchase price has been adjusted for restricted cash acquired due to the adoption of ASU 2016-01.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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