COEUR D ALENE MINES CORP
10-Q/A, 1995-10-16
SILVER ORES
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                              -------------------

                               FORM 10-Q/A No. 1

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

 Amendment No. 1 to Form 10-Q for the quarter ended June 30, 1995

                        COEUR D'ALENE MINES CORPORATION
 -----------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

          Idaho                       1-8641               82-0109423
 ----------------------------       ------------          -------------- 
 (State or other jurisdiction       (Commission           (IRS Employer
      of incorporation)             File Number)          Identification
                                                          Number)

         400 Coeur d'Alene Mines Bldg.
         505 Front Avenue
     Coeur d'Alene, Idaho                         83814
 (Address of principal executive offices)      (zip code)

 Registrant's telephone number, including area code: (208) 667-3511

     The undersigned  registrant hereby amends the following items,  financial
 statements,  exhibits or other portions of its Quarterly  Report on Form 10-Q
 for the  quarter  ended  June 30,  1995,  as set forth in the pages  attached
 hereto:

              Facing Page                       -    Last  paragraph   setting
                                                     forth  number  of  shares
                                                     outstanding

              Part I Item 1                     -    Consolidated      Balance
                                                     Sheets - number of shares
                                                     of  treasury   stock  set
                                                     forth on page 4

         Pursuant to the requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly caused this  amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                              COEUR D'ALENE MINES CORPORATION

                                              By: /s/JAMES A. SABALA
                                                  -------------------------
                                                  James A. Sabala
                                                  Senior Vice President and
                                                  Chief Financial Officer
Date: October 16, 1995

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D. C.

                                ------------------

                                    FORM 10-Q

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

 For the quarterly period ended June 30, 1995

                                      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:  1-8641

                          COEUR D'ALENE MINES CORPORATION
              (Exact name of registrant as specified on its charter)

              IDAHO                                     82-0109423
 -------------------------------                ---------------------------
 (State or other jurisdiction of                (I.R.S. Employer Ident.No.)
  incorporation or organization)

 P. O. Box I, Coeur d'Alene, Idaho                      83816-0316
 ---------------------------------                      ----------
 (Address of principal executive                        (Zip Code)
  offices)

 Registrant's telephone number, including area code:    (208) 667-3511
 -----------------------------------------------------------------------
 Former name, former address and former fiscal year, if changed since last
 report

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  X   NO
                         -------------------------

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares
outstanding of each of Issuer's classes of common stock, as of the latest
practicable date:  Common stock, par value $1.00, of which 15,598,784 shares
were issued and outstanding as of July 28, 1995.
<PAGE>

                         COEUR D'ALENE MINES CORPORATION

                                      INDEX
                                      -----


                                                            Page No.
                                                            --------


PART I.        Financial Information:


Item 1. Financial Statements (Unaudited)
  Consolidated Balance Sheets --                               3-4
    June 30, 1995 and December 31, 1994

  Consolidated  Statements  of  Operations  --                 5-6 
    Three Months Ended June 30, 1995 and 1994 
    Six Months Ended June 30, 1995 and 1994
 
  Consolidated Statements of Cash Flows --                     7-8
    Six Months Ended June 30, 1995 and 1994

  Notes to Consolidated Financial Statements                  9-10

Item 2. Management's Discussion and Analysis of              11-16
        Financial Condition and Results of Operations

PART II.            Other Information.

Item 4. Submission of Matters to a Vote of Security-Holders     17

Item 6. Exhibits and Reports on Form 8-K                        17


SIGNATURES

<PAGE>


                                                                   UNAUDITED

                       COEUR D'ALENE MINES CORPORATION
                            (An Idaho Corporation)
                             Coeur d'Alene, Idaho

                         CONSOLIDATED BALANCE SHEETS


ASSETS                                     June 30,       December 31,
                                             1995            1994
                                        ------------     -------------

CURRENT ASSETS
  Cash and cash equivalents             $ 47,134,926     $ 14,707,278
  Short-term investments                  75,595,470      128,112,407
  Receivables                             12,218,238        7,677,269
  Refundable income taxes                  2,700,569        3,435,649
  Inventories                             33,389,973       34,215,127
                                        ------------     ------------
      Total Current Assets               171,039,176      188,147,730

PROPERTY, PLANT AND EQUIPMENT
  Property, plant and equipment          105,586,930       83,872,789
  Less accumulated depreciation           39,678,981       37,394,296
                                        -------------    -------------
                                          65,907,949       46,478,493

MINING PROPERTIES
  Operational mining properties          109,268,067      102,571,977
  Less accumulated depletion              35,249,459       38,162,432
                                        -------------    -------------
                                          74,018,608       64,409,545
  Developmental properties               104,796,475       95,896,774
                                        -------------    -------------
                                         178,815,083      160,306,319

Net assets of discontinued operations        159,501        6,000,741

OTHER ASSETS
  Funds held in escrow                     2,270,695        2,270,695
  Notes receivable                                          6,000,000

  Debt issuance costs, net of
    accumulated amortization               7,775,776        8,240,209
  Other                                      994,998          917,206
                                        -------------    -------------
                                          17,041,469       11,428,110
                                        -------------    -------------
                                        $432,963,178     $412,361,393
                                        =============    =============

                                      3
<PAGE>
                                                                   UNAUDITED

                       COEUR D'ALENE MINES CORPORATION
                            (An Idaho Corporation)
                             Coeur d'Alene, Idaho

                         CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' EQUITY       June 30,       December 31,
                                             1995            1994
                                        ------------     -------------

CURRENT LIABILITIES
  Accounts payable                      $  4,584,088     $  2,289,808
  Accrued liabilities                      4,905,483        4,426,925
  Accrued interest payable                 3,165,251        4,634,961
  Accrued salaries and wages               3,595,420        3,867,801
  Accrued litigation settlement                               800,000
  Short term project financing             5,000,000
  Current portion of obligations
    under capital leases                   2,115,592        2,041,057
                                        ------------     -------------
      Total Current Liabilities           23,365,834       18,060,552

OTHER LIABILITIES
  6% Convertible Subordinated
    Debentures                            50,000,000       50,000,000
  7% Convertible Subordinated
    Debentures                            74,987,000       75,000,000
  6 3/8% Convertible Subordinated
    Debentures                           100,000,000      100,000,000
  Obligations under capital leases         1,116,092        2,192,856
  Other long-term liabilities              5,691,133        5,234,899
Limited Recourse Project Financing        11,091,007
  Deferred income taxes                    1,173,643        1,580,804
                                        ------------     -------------
      Total Long-Term Liabilities        244,058,875      234,008,559

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred Stock, $1.00 par value
    per share-authorized 10,000,000
    shares, none outstanding
  Common Stock, $1.00 par value 
    per share--authorized 60,000,000  
    shares, issued 
    16,657,995  and  16,633,163 shares  
    (including 1,059,211 held as
    treasury stock)                       16,657,995       16,633,163
  Capital surplus                        180,937,624      182,881,071
  Accumulated deficit                    (16,811,270)     (17,043,506)
  Repurchased and nonvested shares       (13,304,677)     (13,358,309)
  Unrealized losses on short-
    term investment securities            (1,941,203)      (8,820,137)
                                        ------------     -------------
                                         165,538,469       160,292,282
                                        ------------     -------------
                                        $432,963,178      $412,361,393
                                        =============    =============

                                      4
<PAGE>
                                                                   UNAUDITED

                       COEUR D'ALENE MINES CORPORATION
                            (An Idaho Corporation)
                             Coeur d'Alene, Idaho

                    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                         3 MONTHS ENDED                 6 MONTHS ENDED
                                             JUNE 30                        JUNE 30
                                  -----------------------------  ---------------------------
                                      1995           1994            1995           1994
                                  -------------  -------------   -------------   ------------
<S>                               <C>            <C>            <C>            <C>         
INCOME
  From mine operations:
    Sales of concentrates
      and dore'                   $ 23,620,545   $ 19,463,913   $ 41,511,714   $ 39,673,495
    Less cost of mine
      operations                    17,931,591     16,485,944     33,972,120     33,825,493
                                  -------------- -------------- -------------- --------------
           Gross profits             5,688,954      2,977,969      7,539,594      5,848,002

  Interest and other income          2,060,983      2,670,250      4,447,416      4,038,529
                                  $ 23,620,545   $ 19,463,913   $ 41,511,714   $ 39,673,495
           Total income              7,749,937      5,648,219     11,987,010      9,886,531
EXPENSES
  Administration                     1,001,307        950,362      1,965,678      2,541,071
  Accounting and legal                 488,701        434,985        856,670        855,925
  General corporate                  1,737,903      1,379,807      3,201,190      2,746,913
  Mining exploration                   856,581      1,215,186      1,992,684      1,951,510
  Idle facilities                      583,289        415,400      1,124,300        827,744
   Interest                          2,634,905      2,935,536      5,616,770      5,440,118
                                  -------------- -------------- -------------- --------------
           Total expenses            7,302,686      7,331,276     14,757,292     14,363,281
                                  -------------- -------------- -------------- --------------

Net Income (loss) from
  Continuing operations
  before taxes                         447,251     (1,683,057)    (2,770,282)    (4,476,750)
  Benefit for
  income taxes                        (791,744)      (122,677)      (642,321)      (196,860)
                                  -------------- -------------- -------------- --------------

Net Income (loss) from
  Continuing operations              1,238,995     (1,560,380)    (2,127,961)    (4,279,890)
  Income from discontinued
    Operations (Net of
    taxes)                           2,168,533        225,581      2,360,196        347,792
                                  -------------  -------------   -------------   ------------
NET INCOME (LOSS)                  $ 3,407,528   $ (1,334,799)   $   232,235   $ (3,932,098)
                                  ============== ============== ============== ==============
</TABLE>

                                      5
<PAGE>
                                                                   UNAUDITED

                       COEUR D'ALENE MINES CORPORATION
                            (An Idaho Corporation)
                             Coeur d'Alene, Idaho

                    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                         3 MONTHS ENDED                 6 MONTHS ENDED
                                             JUNE 30                        JUNE 30
                                  -----------------------------  ---------------------------
                                      1995           1994            1995           1994
                                  -------------  -------------   -------------   ------------
<S>                               <C>            <C>            <C>            <C>

EARNINGS PER SHARE DATA

Primary Earnings Per Share:
  Weighted average number
  of shares of Common
    Stock outstanding             15,613,687     15,354,627     15,597,131     15,346,742
                                  ===========    ===========    ===========    ===========
Income (Loss) per share
    from continuing
    operations                    $      .08     $     (.10)    $     (.14)    $     (.28)
Income per share from
    discontinued operations              .14            .01            .15            .02
                                  -----------    -----------    -----------    -----------
NET INCOME(LOSS) PER SHARE        $      .22     $     (.09)    $      .01     $     (.26)
                                  ===========    ===========    ===========    ===========

Fully Diluted Earnings Per Share:
  Weighted average number
  of shares of Common
    Stock outstanding             26,136,722
                                  ===========
Income (Loss) per share
    from continuing
    operations                    $      .11
Income per share from
    discontinued operations              .08
                                  ----------
NET INCOME(LOSS) PER SHARE        $      .19
                                  ===========


Cash dividends per share                                        $     0.15     $     0.15
                                                                ==========     ==========


See notes to consolidated financial statements.
</TABLE>

                                      6
<PAGE>
                                                                   UNAUDITED

                       COEUR D'ALENE MINES CORPORATION
                            (An Idaho Corporation)
                             Coeur d'Alene, Idaho

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the six months ended June 30, 1995 and 1994


CASH FLOWS FROM OPERATING ACTIVITIES                1995            1994
                                              --------------   --------------
  Income (loss) from continuing operations    $ (2,127,961)    $ (4,279,890)
  Add (less) noncash items:
    Depreciation, depletion and
      amortization                               8,494,450        8,803,022
    Deferred income taxes                       (1,980,625)        (484,369)
    (Gain)Loss on disposition
      of fixed assets                              177,545          128,153
    Gain on foreign currency transactions         (549,237)      (1,193,959)
    Loss on sale of short-term
      investments                                1,128,405          575,245
  Change in operating assets and liabilities:
    Accounts receivable                         (3,828,194)      (1,329,242)
    Inventories                                    825,154         (148,917)
    Accounts payable and
      accrued liabilities                          280,391         (722,884)
    Interest payable                            (1,469,710)       1,229,329
                                              --------------   --------------
                                                   950,218        2,576,488

  Income (loss) from discontinued operations     2,360,196          347,792
  Add (less) noncash items:
    Depreciation, depletion and amortization        85,381          140,561
    (Gain) loss on disposition of
      discontinued operations                   (3,877,636)
    Deferred income taxes                        1,573,464          231,861
  Change in operating assets and Liabilities:
    Accounts receivable                            601,242          (11,277)
    Inventories                                    (30,661)        (450,794)
    Accounts payable and accrued liabilities      (109,218)          70,267
                                              --------------   --------------
                                                   602,768          328,410
  NET CASH PROVIDED BY
    OPERATING ACTIVITIES                      $  1,552,986     $  2,904,898

                                      7
<PAGE>

                                                                   UNAUDITED

                       COEUR D'ALENE MINES CORPORATION
                            (An Idaho Corporation)
                             Coeur d'Alene, Idaho

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the six months ended June 30, 1995 and 1994


                                                    1995            1994
                                              --------------   --------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property, plant, and equipment    (1,831,149)      (3,257,526)
       Purchase of short-term investments       (2,409,976)    (102,093,405)
  Proceeds from sale of short-term securities   60,012,234       17,560,691
  Proceeds from sale of assets                     550,846          253,784
  Proceeds from sale of discontinued operations  2,854,766
  Expenditures on operational
    mining properties                          (12,511,283)      (4,363,811)
  Expenditures on developmental properties     (29,294,873)      (5,434,533)
  Other                                            314,065           96,404
                                              --------------   --------------
    NET CASH PROVIDED BY (USED IN)
    INVESTING ACTIVITIES                        17,684,630      (97,238,396)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from offering of 6 3/8%
    Convertible Subordinated Debentures                          95,647,541
Proceeds from project financing                 16,091,007
  Retirement of obligations under capital
    leases                                      (1,002,229)        (932,853)
  Payment of cash dividends                     (2,339,376)      (2,303,194)
                                              --------------   --------------
    NET CASH PROVIDED BY FINANCING ACTIVITIES   12,749,402       92,411,494
                                              --------------   --------------
    INCREASE (DECREASE) IN CASH AND
      CASH EQUIVALENTS                          31,987,018       (1,922,004)
Cash and cash equivalents at beginning of year:
    relating to continuing operations           14,707,278       14,388,998
    relating to discontinued operations            440,630          289,099
                                              --------------   --------------
                                              $ 47,134,926     $ 12,756,093

  CASH AND CASH EQUIVALENTS AT END OF PERIOD:
    RELATING TO CONTINUING OPERATIONS           47,134,926       12,302,015
    RELATING TO DISCONTINUED OPERATIONS                             454,078
                                              --------------   --------------
                                              $ 47,134,926     $ 12,756,093



See notes to consolidated financial statements.

                                      8
<PAGE>
                                                                   UNAUDITED

                       Coeur d'Alene Mines Corporation
                               and Subsidiaries
                  Notes to Consolidated Financial Statements

NOTE A:

     Other  than  as  stated  in  the  following  notes,  in  the  opinion  of
management,   the  foregoing  unaudited   financial   statements  include  all
adjustments,  consisting of normal  recurring  accruals,  necessary for a fair
presentation  of the results of operations for the periods  shown.  The Second
Quarter  Form 10-Q Report  should be read in  conjunction  with the  Company's
Annual Report on Form 10-K for the year ended December 31, 1994.

NOTE B:  Inventories are composed of the following:

                                           JUNE 30,     DECEMBER 31,
                                             1995           1994
                                         ------------   ------------
    Mining:
      Ore in process and on leach pads   $28,121,283    $28,895,419
      Dore' inventory                      1,667,074      1,748,207
      Supplies                             3,601,616      3,571,501
                                         ------------   ------------
                                         $33,389,973    $34,215,127
                                         ============   ============

     Inventories  of ore on leach pads and in the  milling  process are valued
based on actual costs incurred to place such ore into  production,  less costs
allocated to minerals  recovered  through the leaching and milling  processes.
Inherent in this valuation is an estimate of the percentage of the minerals on
leach  pads and in  process  that will  ultimately  be  recovered.  Management
evaluates this estimate on an ongoing  basis.  Adjustments to the recovery are
accounted for  prospectively.  All other  inventories  are stated at the lower
cost or market cost being  determined  using first in,  first out and weighted
average cost methods.  Dore' inventory  includes  product at the mine site and
product held by refineries.

NOTE C:

On May 2, 1995,  the Company sold the assets of its  flexible  hose and tubing
division,  The  Flexaust  Company,  and  shares  of a related  subsidiary  for
approximately $10.0 million payable in cash, of which approximately $4 million
was paid at the time of closing and the balance is payable  over the next five
years.   The  results  of  operations   and  the  gain  on  sale  of  Flexaust
manufacturing segment are presented as "Discontinued  Operations." The Company
recorded  a  pre-tax  gain on the sale of  approximately  $3.9  million  ($2.2
million net of income taxes) during the second quarter of 1995.

                                      9
<PAGE>
NOTE D:

     On July 7, 1995,  the Company  became the  operator  of, and acquired the
remaining  50% of the  Kensington  property near Juneau,  Alaska,  held by its
joint venture  partner,  Echo Bay Mines,  Ltd. for $32.5 million plus a scaled
royalty on 1 million ounces of future gold production  after Coeur recoups its
purchase  price  and  expenditures   remaining  to  place  the  property  into
production.  The Company plans to continue its  development  activities at the
Kensington property.

NOTE E:

     Benefit for income taxes related to income from continuing  operations is
primarily  related to the  realization  of net operating  loss  carryforwards,
which  offset  taxes  incurred on income  from  discontinued  operations.  The
benefit for income  taxes is  partially  offset by amounts paid as a result of
Internal Revenue Service  adjustments  which were settled in the first quarter
of 1995.

NOTE F:

     On January 1, 1995,  the Company  entered into an  agreement  with Asarco
Incorporated   and  formed  a  new  company  called  Silver  Valley  Resources
Corporation.  Both Coeur and Asarco contributed their respective  interests in
the Galena and Coeur Mines,  as well as other  assets and waived  certain cash
flow  entitlements at the Galena Mine in return for shares of capital stock of
Silver Valley Resources Corporation. Coeur's 50% investment is included on the
balance sheet as operational mining properties. The transaction resulted in no
gain or loss to the Company.

NOTE G:

     On April 19,  1995,  the  Company  completed a limited  recourse  project
financing agreement with a bank syndicate lead by N.M. Rothschild & Sons, Ltd.
The  agreement  provides for the borrowing of up to $24 million for use in the
construction  of the  Fachinal  project,  contains  various  covenants  and is
dependent  upon  attainment  of certain  completion  tests.  Furthermore,  the
agreement  restricts  the  recourse of the bank in the event of default to the
assets of the  Company's  Chilean  subsidiary,  Compania  Minera CDE  Fachinal
Limitada.  The Company is required to  guarantee  repayment  of the  borrowing
until the project reaches defined completion, after which the project alone is
liable for repayment.  The interest rate prior to completion is equal to LIBOR
plus 1.5% and increase to LIBOR plus 2.75% after completion.  The borrowing is
repayable  in eight equal  remaining  semiannual  installments  after  project
completion.

NOTE H:

     Certain  reclassifications  of prior  year  balances  have  been  made to
conform to current year classifications.

                                      10




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