HECLA MINING COMPANY <_ix3a_header><_ix3a_hidden><_ix3a_nonnumeric contextref='d202010KA' name='dei:AmendmentFlag'> true <_ix3a_nonnumeric contextref='d202010KA' name='dei:EntityCentralIndexKey'>0000719413 <_ix3a_references><_link3a_schemaref _xlink3a_href='hl-20191231.xsd' _xlink3a_type='simple'><_ix3a_resources><_xbrli3a_unit id='Share'><_xbrli3a_measure>xbrli:shares <_xbrli3a_unit id='USD'><_xbrli3a_measure>iso4217:USD <_xbrli3a_context id='d202010KA'><_xbrli3a_entity><_xbrli3a_identifier scheme='http://www.sec.gov/CIK'>0000719413<_xbrli3a_period><_xbrli3a_startdate>2019-12-31 <_xbrli3a_enddate>2019-12-31 <_xbrli3a_context id='d202010KA_StatementClassOfStockAxis_CommonStock'><_xbrli3a_entity><_xbrli3a_identifier scheme='http://www.sec.gov/CIK'>0000719413<_xbrli3a_segment><_xbrldi3a_explicitmember dimension='us-gaap:StatementClassOfStockAxis'>hl:CommonStockCustomMember <_xbrli3a_period><_xbrli3a_startdate> 2019-12-31 <_xbrli3a_enddate>2019-12-31 <_xbrli3a_context id='d202010KA_StatementClassOfStockAxis_SeriesBCumulativeConvertiblePreferredStock'><_xbrli3a_entity><_xbrli3a_identifier scheme='http://www.sec.gov/CIK'>0000719413<_xbrli3a_segment><_xbrldi3a_explicitmember dimension='us-gaap:StatementClassOfStockAxis'>hl:SeriesBCumulativeConvertiblePreferredStockCustomMember <_xbrli3a_period><_xbrli3a_startdate> 2019-12-31 <_xbrli3a_enddate>2019-12-31 <_xbrli3a_context id='i202010K'><_xbrli3a_entity><_xbrli3a_identifier scheme='http://www.sec.gov/CIK'>0000719413<_xbrli3a_period><_xbrli3a_instant>2020-02-06 <_xbrli3a_context id='i202010KA'><_xbrli3a_entity><_xbrli3a_identifier scheme='http://www.sec.gov/CIK'>0000719413<_xbrli3a_period><_xbrli3a_instant>2019-06-30
<_ix3a_nonnumeric contextref='d202010KA' name='dei:CurrentFiscalYearEndDate'>--12-31 <_ix3a_nonnumeric contextref='d202010KA' name='dei:DocumentFiscalPeriodFocus'>FY <_ix3a_nonnumeric contextref='d202010KA' name='dei:DocumentFiscalYearFocus'>2019
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
Form <_ix3a_nonnumeric contextref='d202010KA' name='dei:DocumentType'>10-K/A
(Amendment No. 1)
____________________
<_ix3a_nonnumeric contextref='d202010KA' format='ixt-sec:boolballotbox' name='dei:DocumentAnnualReport'>
☒
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended <_ix3a_nonnumeric contextref='d202010KA' format='ixt:datemonthdayyearen' name='dei:DocumentPeriodEndDate'>December 31, 2019 |
OR
<_ix3a_nonnumeric contextref='d202010KA' format='ixt-sec:boolballotbox' name='dei:DocumentTransitionReport'>☐
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission file No. <_ix3a_nonnumeric contextref='d202010KA' name='dei:EntityFileNumber'>1-8491
<_ix3a_nonnumeric contextref='d202010KA' name='dei:EntityRegistrantName'>HECLA MINING COMPANY
(Exact name of registrant as specified in its Charter)
<_ix3a_nonnumeric contextref='d202010KA' format='ixt-sec:stateprovnameen' name='dei:EntityIncorporationStateCountryCode'>Delaware | <_ix3a_nonnumeric contextref='d202010KA' name='dei:EntityTaxIdentificationNumber'>77-0664171 |
State or Other Jurisdiction of
Incorporation or Organization
|
I.R.S. Employer
Identification No.
|
<_ix3a_nonnumeric contextref='d202010KA' name='dei:EntityAddressAddressLine1'>6500 N. Mineral Drive, Suite 200 <_ix3a_nonnumeric contextref='d202010KA' name='dei:EntityAddressCityOrTown'>Coeur d'Alene, <_ix3a_nonnumeric contextref='d202010KA' format='ixt-sec:stateprovnameen' name='dei:EntityAddressStateOrProvince'>Idaho
| <_ix3a_nonnumeric contextref='d202010KA' name='dei:EntityAddressPostalZipCode'>83815-9408 |
Address of Principal Executive Offices
|
Zip Code
|
<_ix3a_nonnumeric contextref='d202010KA' name='dei:CityAreaCode'>208-<_ix3a_nonnumeric contextref='d202010KA' name='dei:LocalPhoneNumber'>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 |
<_ix3a_nonnumeric contextref='d202010KA_StatementClassOfStockAxis_CommonStock' name='dei:Security12bTitle'>
Common Stock, par value $0.25 per share
| <_ix3a_nonnumeric contextref='d202010KA_StatementClassOfStockAxis_CommonStock' name='dei:TradingSymbol'>HL
| <_ix3a_nonnumeric contextref='d202010KA_StatementClassOfStockAxis_CommonStock' format='ixt-sec:exchnameen' name='dei:SecurityExchangeName'>New York Stock Exchange
|
<_ix3a_nonnumeric contextref='d202010KA_StatementClassOfStockAxis_SeriesBCumulativeConvertiblePreferredStock' name='dei:Security12bTitle'>Series B Cumulative Convertible Preferred Stock, par value $0.25 per share
| <_ix3a_nonnumeric contextref='d202010KA_StatementClassOfStockAxis_SeriesBCumulativeConvertiblePreferredStock' name='dei:TradingSymbol'>HL-PB
| <_ix3a_nonnumeric contextref='d202010KA_StatementClassOfStockAxis_SeriesBCumulativeConvertiblePreferredStock' format='ixt-sec:exchnameen' name='dei:SecurityExchangeName'>New York Stock Exchange
|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. <_ix3a_nonnumeric contextref='d202010KA' name='dei:EntityWellKnownSeasonedIssuer'>Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ <_ix3a_nonnumeric contextref='d202010KA' name='dei:EntityVoluntaryFilers'>No ☑
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, and (2) has been subject to such filing requirements for the past 90 days. <_ix3a_nonnumeric contextref='d202010KA' name='dei:EntityCurrentReportingStatus'>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). <_ix3a_nonnumeric contextref='d202010KA' name='dei:EntityInteractiveDataCurrent'>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:
<_ix3a_nonnumeric contextref='d202010KA' name='dei:EntityFilerCategory'>Large Accelerated Filer ☒
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company <_ix3a_nonnumeric contextref='d202010KA' format='ixt-sec:boolballotbox' name='dei:EntitySmallBusiness'>☐
|
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. <_ix3a_nonnumeric contextref='d202010KA' format='ixt-sec:boolballotbox' name='dei:EntityEmergingGrowthCompany'>☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes <_ix3a_nonnumeric contextref='d202010KA' format='ixt-sec:boolballotbox' name='dei:EntityShellCompany'>☐ No ☒
The aggregate market value of the registrant's voting Common Stock held by non-affiliates was $<_ix3a_nonfraction contextref='i202010KA' name='dei:EntityPublicFloat' unitref='USD' decimals='0' scale='0' format='ixt:numdotdecimal'>868,456,633 as of June 30, 2019. There were 488,870,345 shares of the registrant's Common Stock outstanding as of June 30, 2019, and <_ix3a_nonfraction contextref='i202010K' name='dei:EntityCommonStockSharesOutstanding' unitref='Share' decimals='INF' scale='0' format='ixt:numdotdecimal'>523,216,426 shares outstanding as of February 6, 2020
Documents incorporated by reference herein:
To the extent herein specifically referenced in Part III, the information contained in the Proxy Statement for the 2020 Annual Meeting of Shareholders of the registrant, which will be filed with the Commission pursuant to Regulation 14A within 120 days of the end of the registrant's 2019 fiscal year, is incorporated herein by reference. See Part III.
EXPLANATORY NOTE
<_ix3a_nonnumeric contextref='d202010KA' name='dei:AmendmentDescription'>
This Amendment No. 1 to Form 10-K (this 'Amendment') amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, originally filed by Hecla Mining Company (the 'Company') on February 10, 2020 (the 'Original Filing'). Due to a clerical error, the Company reported an incorrect number of shares outstanding on the cover page of the Original Filing. This Amendment corrects the number of shares outstanding on the cover page and updates Item 15 of Part II of the Original Filing to reflect the additions of Exhibits 31.3 and 31.4, which are filed with this Amendment. Except as described in this Explanatory Note, no other changes have been made to the Original Filing. The Original Filing continues to speak as of its filing date, and we otherwise have not updated the Original Filing to reflect any events which occurred subsequent to the filing date of the Original Filing.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements
See Index to Financial Statements on Page F-1
(a) (2) Financial Statement Schedules
Not applicable
(a) (3) Exhibits
Hecla Mining Company and Wholly-Owned Subsidiaries
Form 10-K - December 31, 2019
Index to Exhibits
3.1
| Restated Certificate of Incorporation of the Registrant. Filed as exhibit 3.1 to Registrant's Form 10-Q for the period ended March 31, 2018 (File No. 1-8491), and incorporated herein by reference. |
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 13, 2019 (File No. 1-8491), and incorporated herein by reference. |
4.1
| Designations, Preferences and Rights of Series B Cumulative Convertible Preferred Stock of the Registrant. Included as Annex II to Restated Certificate of Incorporation of Registrant filed as exhibit 3.1 to Registrant's Form 10-Q for the period ended March 31, 2018 (File No. 1-8491), and incorporated herein by reference. |
4.2(a)
| Indenture dated as of April 12, 2013, among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Mining Company, as Guarantors thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee. Filed as exhibit 10.1 to Registrant's Current Report on Form 8-K filed on April 15, 2013 (File No. 1-8491), and incorporated herein by reference. |
4.2(b)
| Supplemental Indenture dated as of April 14, 2014, among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Mining Company, as Guarantors thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee. Filed as exhibit 4.2 to Registrant's Registration Statement on Form S-3ASR filed on April 14, 2014 (Registration No. 333-195246), and incorporated herein by reference. |
4.2(c)
| Supplemental Indenture dated as of August 5, 2015, among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Mining Company, as Guarantors thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee. Filed as exhibit 4.2(d) to Registrant's Form 10-K for the year ended December 31, 2015 (File No. 1-8491), and incorporated herein by reference. |
4.2(d)
| Supplemental Indenture dated as of October 26, 2016, among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Mining Company, as Guarantors thereto, and The Bank of New York Mellon Trust, N.A., as Trustee. Filed as exhibit 4.2(e) to Registrant's Form 10-K for the year ended December 31, 2016 (File No. 1-8491), and incorporated herein by reference. |
4.2(e)
| Supplemental Indenture dated as of November 30, 2018, among Hecla Mining Company, as Issuer, certain subsidiaries of Hecla Mining Company, as Guarantors thereto, and The Bank of New York Mellon Trust, N.A., as Trustee. Filed as exhibit 4.2(e) to Registrant's Form 10-K for the year ended December 31, 2018 (File No. 1-8491), and incorporated herein by reference. |
4.2(f)
| Supplemental Indenture dated as of September 16, 2019, among Hecla Quebec, Inc., as Guaranteeing Subsidiary, and The Bank of New York Mellon Trust, N.A., as Trustee. Filed as exhibit 4.2(f) to Registrant's Form 10-Q for the period ended September 30, 2019 (File No. 1-8491), and incorporated herein by reference. |
4.3(a)
| Registration Rights Agreement dated as of February 26, 2016, among Hecla Mining Company, as Issuer, 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. Filed as exhibit 4.1 to Registrant's Registration Statement on Form S-3ASR filed on February 26, 2016 (Registration No. 333-208751), and incorporated herein by reference. |
4.3(b)
| Registration Rights Agreement dated as of May 17, 2019, among Hecla Mining Company, as Issuer, 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. Filed as exhibit 4.1 to Registrant's Registration Statement on Form S-3ASR filed on May 17, 2019 (Registration No. 333-231583), and incorporated herein by reference. |
4.4
| Description of Securities.*** |
4.5(a)
| Warrant to Purchase 2,068,000 Common Shares of Hecla Mining Company dated July 20, 2018.*** |
4.5(b)
| Warrant to Purchase 2,068,000 Common Shares of Hecla Mining Company dated July 20, 2018.*** |
10.1
| First Amendment dated as of May 8, 2019 to Fifth Amended and Restated Credit Agreement dated as of July 16, 2018, by and among Hecla Mining Company, certain subsidiaries of Hecla Mining Company, the Bank of Nova Scotia, as the Administrative Agent for the Lenders, and various Lenders. Filed as exhibit 10.2 to Registrant's Current Report on Form 8-K filed on July 18, 2019 (File No. 1-8491), and incorporated herein by reference. |
10.2
| Second Amendment to Fifth Amended and Restated Credit Agreement dated as of July 15, 2019, by and among Hecla Mining Company, certain subsidiaries of Hecla Mining Company, the Bank of Nova Scotia, as the Administrative Agent for the Lenders, and various Lenders. Filed as exhibit 10.3 to Registrant's Current Report on Form 8-K filed on July 18, 2019 (File No. 1-8491), and incorporated herein by reference. |
10.3
| Third Amendment to Fifth Amended and Restated Credit Agreement dated as of August 23, 2019, by and among Hecla Mining Company, certain subsidiaries of Hecla Mining Company, the Bank of Nova Scotia, as the Administrative Agent for the Lenders, and various Lenders. Filed as exhibit 10.2 to Registrant's Form 10-Q for the period ended September 30, 2019 (File No. 1-8491), and incorporated herein by reference. |
10.4
| Form of Change of Control Agreement entered into on March 5, 2015, between Registrant and each of Phillips S. Baker, Jr. and David C. Sienko, on February 19, 2016 with Robert D. Brown, on July 18, 2016 with Lindsay A. Hall, and on August 5, 2019 with Lauren M. Roberts. Filed as exhibit 10.2 to Registrant's Form 10-K for the year ended December 31, 2015 (File No. 1-8491), and incorporated herein by reference. (1) |
10.5
| Form of Indemnification Agreement dated November 8, 2006, between Registrant and Phillips S. Baker, Jr., Ted Crumley and George R. Nethercutt, Jr. Identical Indemnification Agreements were entered into between the Registrant and Charles B. Stanley and Terry V. Rogers on May 4, 2007, David C. Sienko on January 29, 2010, Lawrence P. Radford on October 19, 2011, Robert D. Brown on January 4, 2016, Stephen F. Ralbovsky and George R. Johnson on March 1, 2016, Lindsay A. Hall on July 18, 2016, Catherine J. Boggs on January 1, 2017, and Lauren M. Roberts on August 5, 2019. Filed as exhibit 10.7 to Registrant's Form 10-Q for the period ended September 30, 2006 (File No. 1-8491), and incorporated herein by reference. |
10.6
| Hecla Mining Company Key Employee Deferred Compensation Plan. Filed as exhibit 10.4 to Registrant's Form 10-K for the year ended December 31, 2017 (File No. 1-8491), and incorporated herein by reference. (1) |
10.7
| Hecla Mining Company 2010 Stock Incentive Plan (Amended and restated as of May 23, 2019). Filed as Appendix A to Registrant's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 9, 2019 (File No. 1-8491), and incorporated herein by reference. (1) |
10.8
| Hecla Mining Company Short-Term Incentive Plan . Filed as exhibit 10.1 to Registrant's Form 10-Q for the quarter ended March 31, 2019 (File No. 1-8491), and incorporated herein by reference. (1) |
10.9
| Hecla Mining Company Executive and Senior Management Long-Term Performance Payment Plan (as Amended and Restated Effective January 1, 2017). Filed as exhibit 10.3 to Registrant's Form 10-Q for the quarter ended March 31, 2017 (File No. 1-8491) and incorporated herein by reference. (1) |
10.10
| Hecla Mining Company Stock Plan for Nonemployee Directors, as amended. Filed as exhibit 10.3 to Registrant's Form 10-Q for the quarter ended June 30, 2017 (File No. 1-8491) and incorporated herein by reference. (1) |
10.11
| Hecla Mining Company Retirement Plan for Employees and Supplemental Retirement and Death Benefit Plan. Filed as exhibit 10.17(a) to Registrant's Form 10-K for the year ended December 31, 2008 (File No. 1-8491) and incorporated herein by reference. (1) |
10.12
| Supplemental Excess Retirement Master Plan Document. Filed as exhibit 10.5(b) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8491) and incorporated herein by reference. (1) |
10.13
| Hecla Mining Company Nonqualified Plans Master Trust Agreement. Filed as exhibit 10.5(c) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8491) and incorporated herein by reference. (1) |
| 10.14 | Hecla Mining Company Nonqualified Plans Master Trust Agreement. Filed as exhibit 10.5(c) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8491) and incorporated herein by reference. (1) |
21
| List of subsidiaries of Registrant. *** |
23.1
| Consent of BDO USA, LLP. *** |
31.1
| Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*** |
31.2
| Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.*** |
31.3
| |
31.4
| |
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.*** |
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 Section 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.
***Filed as an exhibit to the Annual Report on Form 10-K filed by Hecla Mining Company on February 10, 2020.
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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
| ||
By:
|
/s/ Phillips S. Baker, Jr.
| |
Phillips S. Baker, Jr., President,
Chief Executive Officer and Director
| ||
Date:
|
February 13, 2020
|
Attachments
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Disclaimer
Hecla Mining Company published this content on 13 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 February 2020 16:36:07 UTC
