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Note 15 - Acquisitions
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
Note
15:
  Acquisitions
 
Acquisition of Mines Management
 
On
September
13,
2016,
we completed the acquisition of Mines Management and its subsidiaries through the merger of a wholly owned subsidiary of ours with and into Mines Management, pursuant to which we acquired all of the issued and outstanding common stock of Mines Management for total consideration of
$52.1
million. The acquired entities hold
100%
ownership of the Montanore project in Northwest Montana, a significant undeveloped silver and copper deposit which we believe provides long-term production growth potential if permitted and developed. Montanore is approximately
10
miles away from our Rock Creek project acquired through our acquisition of Revett Mining Company, Inc. in
June
2015.
The consideration was comprised of
$4.0
million in cash used to fund Mines Management's operating activities prior to completion of the merger and for settlement of outstanding warrants to purchase shares of Mines Management's common stock, and
$48.1
million in Hecla common stock. In the merger, each outstanding common share of Mines Management was exchanged for
0.2218
of a share of our common stock. Mines Management had
36,498,625
outstanding common shares and outstanding options to purchase
963,079
shares of Mines Management common stock, resulting in
8,309,006
new shares of Hecla stock issued as consideration. The value of Hecla stock issued as consideration was based upon the closing price at the time of consummation of
$5.79
per share.
 
The following summarizes the preliminary allocation of purchase price to the fair value of assets acquired and liabilities assumed as of the date of acquisition (in thousands):
 
Consideration:
 
 
 
 
Cash
  $
4,025
 
Hecla stock issued (8,309,006 shares at $5.79 per share)
   
48,109
 
Total consideration
  $
52,134
 
Fair value of net assets acquired:
 
 
 
 
Assets:
       
Cash
  $
94
 
Property, plants, equipment and mineral interests
   
68,038
 
Restricted cash
   
1,185
 
Other assets
   
329
 
Total assets
   
69,646
 
Liabilities:
       
Accounts payable and accrued liabilities
   
2,357
 
Deferred tax liability
   
14,031
 
Non-current reclamation liability
   
1,124
 
Total liabilities
   
17,512
 
Net assets
  $
52,134
 
 
 
The
$68.0
million fair value for "Property, plants, equipment, and mineral interests" is comprised of
$0.8
million for plant and equipment,
$0.1
million for land, and
$67.1
million for mineral interests.
 
The allocation of purchase price above is considered preliminary, as review by management of the valuation methodologies for mineral interests and the related deferred tax liability has not been finalized.
 
In
September
2016,
we issued
181,048
shares of our common stock for payment of approximately
$1.0
million in acquisition-related costs, which are included in
Acquisition costs
on our
Consolidated Statements of Operations and Comprehensive Income (Loss)
.
 
The unaudited pro forma financial information below represents the combined results of our operations as if the acquisition had occurred at the beginning of the periods presented. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the periods presented, nor is it indicative of future operating results.
 
 
 
Year Ended December 31,
 
(in thousands, except per share amounts)
 
2016
   
2015
 
     
(unaudited)
 
Sales of products
  $
645,957
    $
443,567
 
Net income (loss)
   
68,778
     
(89,806
)
Income (loss) applicable to common shareholders
   
68,226
     
(90,357
)
Basic and diluted income (loss) per common share
   
0.17
     
(0.24
)
 
 
The unaudited pro forma financial information includes adjustments to
1)
eliminate acquisition-related costs totaling
$4.7
million for the year ended
December
 
31,
2016
which are non-recurring and
2)
reflect the issuance of Hecla stock as consideration in the acquisition and for payment of acquisition costs. A net loss by the acquired entities since the acquisition date of
$32
thousand is included in our net income reported for the year ended
December
 
31,
2016.
 
Takeover Bid for Dolly Varden Silver Corporation
 
On
June
27,
2016,
we announced a takeover bid for all of the outstanding shares of Dolly Varden Silver Corporation ("Dolly Varden") not owned by us and our affiliates for cash of
CAD$0.69
per share. Dolly Varden owns
100%
of the Dolly Varden historic silver property in northwestern British Columbia, Canada. Our wholly owned subsidiary owns
4,478,087
Dolly Varden shares and warrants to purchase
1,351,762
Dolly Varden shares, representing approximately
18.5%
of Dolly Varden's shares outstanding on a partially diluted basis. Based on Dolly Varden's outstanding shares and options and warrants to acquire Dolly Varden shares, and excluding shares and warrants held by us and our affiliates, total consideration would have been approximately
CAD$13.6
million. In late
July
2016,
we withdrew the bid due to the failure of a required condition precedent to its consummation.
 
Acquisition of Revett Mining Company, Inc.
 
On
June
15,
2015,
we completed the acquisition of Revett through the merger of a wholly owned subsidiary of ours with and into Revett, pursuant to which we acquired all of the issued and outstanding common stock of Revett for total consideration of
$20.1
million. The acquired entities hold
100%
ownership of
two
properties and other interests in north-west Montana, including: the Troy Mine, which is on care-and-maintenance and which we intend to reclaim and close, and the Rock Creek project, a significant undeveloped silver and copper deposit which we believe provides long-term production growth potential if permitted and developed. The consideration was comprised of
$0.9
million in cash used to fund Revett's operating activities prior to completion of the merger and
$19.1
million in Hecla common stock. In the merger, each outstanding common share of Revett was exchanged for
0.1622
of a share of our common stock. Revett had
38,548,989
outstanding common shares, excluding
725,000
shares owned by our wholly-owned subsidiary which were canceled in the merger, resulting in
6,252,646
new shares of Hecla stock issued as consideration. The value of Hecla stock issued as consideration was based upon the closing price at the time of consummation of
$3.06
per share.
 
The following summarizes the allocation of purchase price to the fair value of assets acquired and liabilities assumed as of the date of acquisition (in thousands):
 
 
Consideration:
 
 
 
 
Cash
  $
949
 
Hecla stock issued (6,252,646 shares at $3.06 per share)
   
19,133
 
Total consideration
  $
20,082
 
Fair value of net assets acquired:
 
 
 
 
Assets:
       
Cash
  $
140
 
Accounts receivable
   
137
 
Inventory - supplies
   
472
 
Deferred tax assets
   
7,193
 
Property, plants, equipment and mineral interests
   
17,609
 
Reclamation insurance
   
16,800
 
Other assets
   
280
 
Total assets
   
42,631
 
Liabilities:
       
Accounts payable and accrued liabilities
   
975
 
Notes payable
   
4,061
 
Non-current reclamation liability
   
17,513
 
Total liabilities
   
22,549
 
Net assets
  $
20,082
 
 
 
The
$17.6
million fair value for "Property, plants, equipment, and mineral interests" is comprised of
$4.1
million for plant and equipment,
$4.6
million for land, and
$8.9
million for mineral interests.
 
The
$17.5
million value for "Non-current reclamation liability" represents the present value of estimated costs for reclamation and closure of the Troy mine. Revett held an environmental risk transfer program ("insurance policy") which would have funded costs incurred prior to the expiration date of
March
29,
2020
for reclamation at the Troy mine up to a maximum limit of
$16.8
million. We therefore included the
$16.8
million "Reclamation insurance" asset above for the fair value of the insurance policy at the time of acquisition. However, in the
third
quarter of
2016,
we reached a settlement on the insurance policy for cash proceeds to us of
$16.0
million. The
$0.7
million difference between the settlement amount and the asset balance prior to settlement was recorded to expense.
 
The unaudited pro forma financial information below represents the combined results of our operations as if the acquisition had occurred at the beginning of the periods presented. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the periods presented, nor is it indicative of future operating results.
 
 
 
Year Ended
December 31,
 
(in thousands, except per share amounts)
 
2015
 
 
2014
 
     
(unaudited)
 
Sales of products
  $
445,703
    $
500,787
 
Net loss
   
(89,118
)
   
(44,099
)
Loss applicable to common stockholders
   
(89,670
)
   
(44,651
)
Basic and diluted loss per common share
   
(0.24
)
   
(0.12
)
 
The unaudited pro forma financial information includes adjustments to
1)
eliminate acquisition-related costs totaling
$2.4
million for the year ended
December
31,
2015
which are non-recurring and
2)
reflect the issuance of Hecla stock as consideration in the acquisition. A net loss by the acquired entities since the acquisition date of
$1.7
million is included in our net loss reported for the year ended
December
31,
2015.
 
Revett’s consolidated statement of operations and comprehensive income for the year ended
December
31,
2014
included a
$54.7
million expense for impairment of property, plant and equipment. Revett recognized the impairment as of
December
31,
2014,
with the estimated fair value of long-lived assets based on the merger agreement between Hecla and Revett. The impairment is not eliminated through an adjustment to the unaudited pro forma condensed combined statement of operations. However, it is a nonrecurring item and is not reflective of the operating results for the combined entities after consummation of the merger.