SUNSHINE MINING & REFINING CO
10-Q, 1999-07-29
MINING & QUARRYING OF NONMETALLIC MINERALS (NO FUELS)
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<PAGE>   1

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

[X]               QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the Quarterly Period Ended June 30, 1999

                                       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 1-10012


                      SUNSHINE MINING AND REFINING COMPANY
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                        75-2618333
- --------------------------------------------------------------------------------
 (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                      Identification No.)

                   877 W. Main, Suite 600, Boise, Idaho 83702
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)

        Registrant's telephone number including area code (208) 345-0660
                                                         ---------------

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

<TABLE>
<CAPTION>

                                                     Number of Shares Outstanding
Title of Each Class of Common Stock                         at July 27, 1999
- -----------------------------------                  ----------------------------

<S>                                                  <C>
    Common Stock, $.01 par value                              277,002,309
</TABLE>

                                  Page 1 of 12

<PAGE>   2

                      SUNSHINE MINING AND REFINING COMPANY
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                               June 30        December 31
                                                                 1999            1998
                                                             ------------    ------------

<S>                                                          <C>             <C>
ASSETS

Current assets:
   Cash and cash investments                                 $      3,530    $      1,412
   Silver bullion                                                   5,533           5,203
   Accounts receivable                                              3,207           2,801
   Inventories (Note 2)                                             3,030           4,236
   Other current assets                                             1,580           1,845
                                                             ------------    ------------
      Total current assets                                         16,880          15,497

Property, plant and equipment, at cost                             58,335          57,114
  Less accumulated depreciation,
    depletion and amortization                                    (36,975)        (36,700)
                                                             ------------    ------------
                                                                   21,360          20,414
Investments and other assets                                        3,568           3,986
                                                             ------------    ------------
                        Total assets                         $     41,808    $     39,897
                                                             ============    ============

LIABILITIES  AND  STOCKHOLDERS'  EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                           $        856    $      1,413
  Accrued expenses                                                  3,697           4,368
  Current Portion, Long Term Debt                                  28,079               0
                                                             ------------    ------------
      Total current liabilities                                    32,632           5,781

Long-term debt                                                     19,895          42,597
Accrued pension and other postretirement benefits                   5,336           5,498
Other long-term liabilities and deferred credits                    3,234           3,487

Stockholders' equity (deficit):
  Common stock--$.01 par value;
    600,000 shares authorized; shares issued:
      June 30, 1999 - 281,544
      December 31, 1998 - 263,971                                   2,815           2,640
  Paid-in capital                                                 716,868         714,004
  Deficit                                                        (737,888)       (733,000)
                                                             ------------    ------------
                                                                  (18,205)        (16,356)
  Less treasury stock, at cost:
     June 30, 1999 - 4,542
     December 31, 1998 - 4,563 shares                              (1,084)         (1,110)
                                                             ------------    ------------
                                                                  (19,289)        (17,466)
                                                             ------------    ------------
      Total liabilities and stockholders' equity (deficit)   $     41,808    $     39,897
                                                             ============    ============
</TABLE>

                             See accompanying notes.

                                      -2-

<PAGE>   3

                      SUNSHINE MINING AND REFINING COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            FOR THE SIX MONTHS ENDED
                             JUNE 30, 1999 AND 1998
                    (In Thousands, Except Per Share Amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                          QTR                       YTD

                                                    1999         1998         1999         1998
                                                 ---------    ---------    ---------    ---------


<S>                                              <C>          <C>          <C>          <C>
Operating revenues                               $   7,956    $   8,553    $  17,607    $  18,293
Mark to market gain (loss)                             223       (1,755)         306         (963)
                                                 ---------    ---------    ---------    ---------

                                                     8,179        6,798       17,913       17,330
                                                 ---------    ---------    ---------    ---------
Costs and expenses:
   Cost of revenues                                 (6,563)      (7,455)     (15,256)     (14,405)
   Depreciation, depletion
      and amortization                                (339)      (1,500)        (687)      (2,895)
   Exploration                                        (509)      (1,536)      (1,060)      (2,581)
   Selling, general and
      administrative expense                        (1,283)      (1,385)      (2,497)      (2,591)
                                                 ---------    ---------    ---------    ---------
                                                    (8,694)     (11,876)     (19,500)     (22,472)
                                                 ---------    ---------    ---------    ---------


Other income (expense)
   Interest income                                      77          167          134          386
   Interest and debt expense                        (2,431)      (1,725)      (4,634)      (3,410)
   Other, net                                          528           24          881        1,626
                                                 ---------    ---------    ---------    ---------
                                                    (1,826)      (1,534)      (3,619)      (1,398)
                                                 ---------    ---------    ---------    ---------
Net loss before extraordinary item                  (2,341)      (6,612)      (5,206)      (6,540)

Gain on retirement of debt                             216           --          216           --
                                                 ---------    ---------    ---------    ---------
Net Income (loss)                                $  (2,125)   $  (6,612)   $  (4,990)   $  (6,540)
                                                 =========    =========    =========    =========
Basic and fully diluted income (loss)
    per common share:                            $   (0.01)   $   (0.03)   $   (0.02)   $   (0.03)
                                                 =========    =========    =========    =========


Weighted average common shares outstanding         276,188      256,759      268,196      256,229
                                                 =========    =========    =========    =========
</TABLE>


                             See accompanying notes.

                                      -3-

<PAGE>   4

                      SUNSHINE MINING AND REFINING COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                           Six Months Ended June 30
                                                                             1999          1998
                                                                           ----------    ----------
<S>                                                                        <C>           <C>
Cash used by operating activities:
  Net loss                                                                 $   (4,990)   $   (6,540)
  Adjustments to reconcile net loss
    to net cash used by operations:
      Depreciation, depletion and amortization                                    687         2,895
      Amortization of debt issuance costs, accretion of debt discount
         and noncash interest                                                   2,486         1,022
      Gain on retirement of debt                                                 (216)           --
      Investment gains                                                           (850)       (1,600)


      Net (increase) decrease in:
        Silver bullion                                                           (330)          433
        Accounts receivable                                                      (406)       (1,874)
        Inventories                                                             1,206            44
        Other assets and deferred charges                                          88          (693)

      Net increase (decrease) in:
        Accounts payable and accrued expenses                                  (1,011)          495
        Accrued pension and other postretirement benefits                        (162)          (72)
        Other liabilities and deferred credits                                   (229)         (322)
                                                                           ----------    ----------
    Net cash used by operations                                                (3,727)       (6,212)
                                                                           ----------    ----------

Cash provided (used) by investing activities:
  Additions to property, plant and equipment, net                              (1,483)       (4,440)
  Proceeds from investments                                                     1,503         1,774
                                                                           ----------    ----------
    Net cash provided (used) by investing activities                               20        (2,666)
                                                                           ----------    ----------

Cash provided (used) by financing activities:
  Proceeds from issuance of long term debt, net
      of issuance costs                                                         5,825            (6)
  Proceeds from issuance of common stock upon exercise of stock
      options and warrants                                                          5            48
  Increase in restricted cash                                                      (5)           --
                                                                           ----------    ----------
    Net cash provided (used) by financing activities                            5,825            42
                                                                           ----------    ----------

Increase (decrease) in cash and cash investments                                2,118        (8,836)
Cash and cash investments, January 1                                            1,412        15,985
                                                                           ----------    ----------

Cash and cash investments, June 30                                         $    3,530    $    7,149
                                                                           ==========    ==========

Supplemental cash flow information -
  Interest paid in cash                                                    $    1,276    $    2,056
                                                                           ==========    ==========
</TABLE>

                           See accompanying notes.



                                      -4-
<PAGE>   5


                      SUNSHINE MINING AND REFINING COMPANY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 1999

1.       BASIS OF PRESENTATION

         The accompanying unaudited consolidated condensed financial statements
         of Sunshine Mining and Refining Company ("Sunshine" or the "Company")
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all of the information and footnotes required by generally
         accepted accounting principles for complete financial statements. In
         the opinion of management, all adjustments (consisting of normal
         recurring accruals) considered necessary for a fair presentation have
         been included. Certain previously reported amounts have been
         reclassified to conform to the June 30, 1999 presentation. Operating
         results for the six-month period ended June 30, 1999 are not
         necessarily indicative of the results that may be expected for the year
         ended December 31, 1999. For further information, refer to the
         consolidated financial statements and footnotes thereto included in
         Sunshine's report on Form 10-K for the year ended December 31, 1998.

2.       INVENTORIES

         The components of inventory consist of the following:

<TABLE>
<CAPTION>

                                                                           June 30          December 31
                                                                             1999               1998
                                                                           --------         -----------
<S>                                                                         <C>                <C>
         Precious Metals Inventories:
              Work in process                                               $ 1,544            $ 2,831
              Finished goods                                                    107                 49
         Materials and supplies inventories                                   1,379              1,356
                                                                            -------            -------
                                                                            $ 3,030            $ 4,236
                                                                            =======            =======
</TABLE>

3.       LONG-TERM DEBT

         In January 1999, the Company completed a private placement of 5%
         Convertible Notes due January 28, 2001 totaling $6 million. The notes
         may generally be converted into common stock of the Company at a
         per-share price based on the average of the lowest average high and low
         trading prices for five of the twenty consecutive trading days prior to
         conversion. The conversion price for one-half of the notes has been
         fixed at a maximum of $0.6875. The beneficial conversion feature
         resulted in a debt discount of $962 thousand which is being amortized
         over the five months ended June 1999.

                  In March 1999, the Company issued 12.7 million shares to
         holders of its 8% Senior Exchangeable Notes due March 21, 2000 ("the
         Eurobonds"). Such shares were issuable in settlement of the additional
         amount to be paid if the Company's stock did not trade at a price 33%
         above the conversion price of the Eurobonds for a period of 45
         consecutive trading days.

                  The outstanding $27 million principal amount of Eurobonds
         mature March 21, 2000. The Company is currently exploring possible
         options of refinancing the Eurobonds prior to maturity. While the
         Company believes it will be successful in these efforts, no assurance
         can be given as to the availability of such financing. The company's
         inability to successfully refinance the Eurobonds could materially
         adversely impact the Company's ability to continue operating after
         their maturity.


                                       5

<PAGE>   6


                  In April 1999, the Company retired $1.5 million of the
         Eurobonds by the issuance of 2.7 million shares of common stock. An
         extraordinary gain of $216 thousand was recognized equal to the excess
         of the book carrying amount for the Eurobonds retired over the fair
         market value of the stock issued.

                  On May 1, 1999, pursuant to the terms of the Company's 10%
         Senior Exchangeable notes due November 24, 2002, the conversion price
         for $7.5 million principal amount was reset to $.4313 per share from
         $.95 per share.

                                       6
<PAGE>   7



                      SUNSHINE MINING AND REFINING COMPANY

           Management's Discussion and Analysis of Financial Condition
                        and Results of Operations for the
                     Six Months Ended June 30, 1999 and 1998

         Certain matters discussed in this report are "forward-looking
statements" intended to qualify for the safe harbor from liability established
by the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are all statements other than statements of historical fact,
including without limitation those that are identified by the use of the words
"anticipates," "believes," "estimates," "expects," "intends," "plans,"
"predicts" and similar expressions. Such statements address future plans,
objectives, expectations and events or conditions concerning various matters
such as mining exploration, capital expenditures, earnings, litigation,
liquidity and capital resources and accounting matters. Actual results in each
case could differ materially from those currently anticipated in such
statements, by reason of factors including without limitation, actual results of
exploration, silver prices, imprecision of reserve estimates, future economic
conditions, regulations, competition and other circumstances affecting
anticipated revenue and costs. Any forward-looking statement speaks only as of
the date on which such statement is made, and the Company undertakes no
obligation to update any forward-looking statement. Readers are cautioned not to
place undue reliance on these forward-looking statements. Readers should
carefully review the risk factors described in other documents the Company files
from time to time with the Securities and Exchange Commission.

LIQUIDITY AND CAPITAL RESOURCES

         Working capital at June 30, 1999 was a deficit of $15.8 million. This
deficit includes $25.6 million for the 8% Senior Exchangeable Notes (the
"Eurobonds"), which mature March 21, 2000, and $2.5 million for 10% Senior
Convertible Notes required to be redeemed for either stock or cash in the first
six months of 2000. Cash and silver bullion held for investment totaled $9.1
million at the end of the quarter.

          The Company is currently exploring possible options of refinancing the
Eurobonds prior to maturity. While the Company believes it will be successful in
these efforts, no assurance can be given as to the availability of such
financing. The Company's inability to successfully refinance the Eurobonds could
materially adversely impact the Company's ability to continue operating after
their maturity.

         In conjunction with its efforts to refinance the Eurobonds, the Company
is seeking financing for the development of its Pirquitas Mine in northern
Argentina. A bankable feasibility study on the project, completed in April 1999,
has estimated that pre-production capital cost of mine development will total
$124 million during a two-year pre-production period. The mine is expected to
produce an average of 11 million ounces of silver annually in its first four
years of production. Average production over the 10-year mine life will be
approximately 9.2 million ounces of silver and 7.1 million pounds of tin.
Estimated net cash cost of production will be less than $1.50 per ounce of
silver over that period.

         Assuming a $5.50 silver price and a tin price of $2.54 per pound,
proven and probable reserves are presently estimated to be 23.9 million tons of
ore containing 116 million ounces of silver, 156 million pounds of tin and 272
million pounds of zinc. The Company expects future development and exploration
work at the site to expand reserves

                                       7


<PAGE>   8


beyond those presently identified, extending the mine's life beyond the 10 years
currently projected.

         The feasibility study reflects an unleveraged, after-tax, internal rate
of return of 20% on the $124 million development cost. Debt financing of the
project will increase the return on invested capital to well over 25%. The
Company believes that if it is successful in financing and developing the
Pirquitas Mine, the Company will be profitable, even at depressed silver prices
which have prevailed in recent years. No assurance can be given as to the
Company's ability to successfully finance the project.

         The Company has also begun a major exploration and development project
to provide access to reserves in the eastern area of the Sunshine Mine and
provide an exploration platform for evaluating a number of undeveloped areas in
this portion of the mine. Depending on the success of discovering major new ore
bodies, the project envisions rehabilitation of the ConSil shaft to increase the
mine's production capacity by 50% and is expected to further reduce net cash
production costs to approximately $3.75 per ounce of silver. The total cost of
the project is expected to be between $2 million and $4 million over two years.
This project is currently being funded from available cash balances.

Operating, Investing, and Financing Activities

         Cash used in operating activities in the first half of 1999 was $3.7
million compared to $6.2 million in the first half of 1998. The $2.5 million
decrease was primarily due to changes in working capital components and a $1.3
million decrease in cash operating loss in the first half of 1999 to $2.9
million compared to $4.2 million in the first half of 1998.

         The decrease in cash operating loss resulted primarily from a $1.3
million improvement due to a $306 thousand mark to market gain in 1999 compared
to a $963 thousand mark to market writedown in 1998, a $1.5 million decrease in
exploration expense, a $241 thousand decrease in cash interest expense and a $94
thousand decrease in general and administrative expense. These were partially
offset by a $686 thousand decline in operating revenue, an $851 thousand
increase in cost of revenues and a $252 thousand decrease in interest income.

         Investing activities in the first half of 1999 included $1.5 million
proceeds from investment recoveries and $1.5 million of net additions to
property, plant and equipment primarily for the development of Pirquitas.
Investing activities in the first half of 1998 used approximately $2.7 million
of cash including $2.9 million for the development of Pirquitas and $1.2
thousand of capital expenditures at the Sunshine Mine, partially offset by $1.8
million from investment recoveries.

         Cash provided by financing activities in 1999 primarily consists of
$5.8 million net proceeds from the issuance of convertible notes.

IMPACT OF YEAR 2000

         The Company has completed its review of all hardware and software
systems operated or licensed in the Company's business. The Company has
identified an interface between two programs which handle report writing
procedures which will not properly transfer dates after January 1, 2000,
although each program itself can properly interpret the date. The Company
expects to have this interface remedied timely, and at nominal cost.


                                       8

<PAGE>   9

         The Company has contacted its significant vendors, suppliers, customers
and other third parties as to their Year 2000 exposure and compliance. To date,
the Company is not aware of any third parties with Year 2000 issue that would
materially affect the Company's results of operations, liquidity, or capital
resources. However, the Company has no means of ensuring that external agents
will be Year 2000 ready. The inability of third parties to complete their Year
2000 resolution process in a timely fashion could materially impact the Company.
The effect of non-compliance by third parties is not determinable.

RESULTS OF OPERATIONS

THE THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1998

         Consolidated operating revenues decreased approximately $597 thousand
(7%) for the second quarter of 1999 compared to the second quarter of 1998. The
decrease in operating revenues primarily resulted from a decrease in average
price received per ounce of silver sold (1,354,000 ounces of silver at an
average of $5.29 per ounce in the 1999 quarter compared to 1,367,000 ounces at
an average of $5.48 per ounce in the 1998 quarter) and a $264 thousand decrease
in by-product revenue. The decrease in by-product revenue was primarily due to a
1.2 million pound reduction in lead sales.

         Mark to market gain on work-in-process silver inventories and silver
held for investment amounted to $223 thousand in the 1999 quarter compared to a
$1.8 million mark to market writedown in the 1998 period.

         Cost of revenues decreased $892 thousand (12%) (from $7.5 million in
the second quarter of 1998 to $6.6 million in the second quarter of 1999)
primarily due to lower per ounce operating cash costs. Net cash operating costs
decreased $.38 per ounce to $4.37 per ounce of silver primarily due to reduced
development and smelter costs, partially offset by a $0.15 per ounce reduction
in by-product credits. Development costs are lower because the West Chance area
of the mine is almost fully developed. Smelter costs are lower due to improved
contractual terms with the outside smelter, improved grades for lead
concentrates produced and reduced tons of lead concentrate production in 1999.

         Silver production totaled 1,366,086 ounces produced from 56,755 tons at
24.91 ounces per ton in 1999 versus 1,419,822 ounces from 60,184 tons at 24.31
ounces per ton in 1998.

         Depreciation, depletion and amortization decreased by approximately
$1.2 million primarily as a result of the writedown of the Sunshine Mine in the
third quarter of 1998.

         Exploration expense decreased $1.0 million in 1999 compared to 1998
primarily due to a reduction of expenditures for the Sunshine Mine and other
projects in Argentina and the US. Selling, general and administrative expense
decreased $102 thousand (7.4%) due to a variety of cost reductions.

         Interest income decreased $90 thousand due to lower average invested
cash balances.


                                       9

<PAGE>   10

         Interest and debt expense increased $706 thousand primarily due to the
amortization of the discount feature associated with the 5% Convertible Notes
issued in January 1999, and higher amortization of debt discount for the
outstanding Eurobonds.

         Other, net increased $504 thousand due to gains on certain investments.
A $216 thousand extraordinary gain for retirement of $1.5 million principal of
Eurobands was recognized in the 1999 quarter.

THE SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
1998

     Consolidated operating revenues decreased approximately $686 thousand
(3.7%) for the first half of 1999 compared to the first half of 1998, while mark
to market gains on work in process inventories and investment bullion totaled
$306 thousand in 1999 compared to a $963 thousand writedown in 1998. The
decrease in operating revenues primarily resulted from a decrease in the average
price received per ounce of silver sold (3,039,942 ounces of silver at an
average of $5.24 per ounce in the 1999 period compared to 2,678,005 ounces at an
average of $5.94 per ounce in the 1998 period), a $549 thousand decrease in
by-product revenue, and a $151 thousand decrease in recognized premium income on
the sale of covered calls on silver bullion held as an investment. These
decreases were partially offset by the 362 thousand ounce increase in silver
sales volume. The silver sales volume increase primarily resulted from a 71.5
thousand ounce (2.6%) increase in production in the 1999 period and a reduction
of work in process inventories totaling 248 thousand ounces of silver compared
to a 42 thousand ounce increase in 1998. By-product revenue decreased because of
slightly lower average prices received and decreased lead production and sales,
partially offset by increased pounds of copper sold.

         Cost of revenues increased $851 thousand (5.9%) from $14.4 million in
the first half of 1998 to $15.3 million in the first half of 1999 primarily due
to increased sales volume resulting from the reduction of work in process
inventories ($1.14 million in 1999 compared to a $118 thousand increase in 1998)
and the 2.6% increase in production in 1999. These increases were partially
offset by lower per ounce operating cash costs.

         Net operating cash production costs decreased $.20 to $4.37 per ounce
of silver. This reduction was primarily due to the increase in silver production
resulting from a 1.4 ounce per ton (5.8%) increase in average grades from 1998
to 1999, reduced smelter costs and a reduction in development costs. Silver
production totaled 2.8 million ounces produced from 113,514 tons at 25.40 ounces
per ton in 1999 versus 2.7 million ounces from 116,884 tons at 24.0 ounces per
ton in 1998. The decrease in by-product revenue resulted in a $.21 reduction in
by-product credits per ounce of silver.

         Depreciation, depletion and amortization decreased by approximately
$2.2 million as a result of the writedown of the Sunshine Mine in the third
quarter of 1998.

         Exploration expense decreased $1.5 million in 1999 compared to 1998
primarily due to a reduction of expenditures for the Sunshine Mine and other
projects in Argentina and the US. Interest income decreased $252 thousand due to
lower average invested cash balances.

         Interest and debt expense increased $1.2 million primarily due to the
amortization of the discount feature associated with the 5% Convertible Notes
issued in January 1999, and higher amortization of debt discount for the
outstanding Eurobonds.


                                       10

<PAGE>   11


         In 1999, other, net of $881 Thousand was due to gains on certain
investments sold and the $319 thousand gain for retirement of $1.5 million of
Eurobonds. Other, net of $1.6 million in 1998 represented gains on certain
investments sold and a reduction of the valuation reserves previously recorded
against certain investments.

         A $216 thousand extraordinary gain for retirement of $1.5 million
principal of Eurobonds was recognized in the 1999 period.

                      SUNSHINE MINING AND REFINING COMPANY

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES

         On July 17,1999, the Company announced a 1 for 8 reverse stock split of
the Company's common stock, effective August 6, 1999. After consummation of the
reverse split, approximately 35 million shares will be outstanding. The reverse
split was previously approved by shareholders at the Annual Meeting in June
1997.

         The reverse split is being undertaken at this time in order to increase
the Company's stock price to over $1 to comply with newly filed New York Stock
Exchange continued listing requirements. The Company has been informed by the
NYSE that new continued listing standards had been approved by the Exchange's
Board of Directors on June 3, 1999 and such standards have been filed with the
Securities and Exchange Commission for approval, which is expected in the
immediate future. The only new continued listing standard with which the Company
does not comply is the stock price minimum of $1.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On May 24, 1999, at Sunshine's Annual Meeting of Stockholders, for
which proxies were solicited pursuant to Regulation 14A, the following nominees
for director of Sunshine were elected by holders of common stock by the vote
indicated.

<TABLE>
<CAPTION>

                                                                                 Broker
      Name                                 For                Withheld          Non-votes
      -----                                ---                --------          ---------

<S>                                    <C>                      <C>             <C>
G. Chris Andersen                      190,383,828              5,212,505               0
V. Dale Babbitt                        190,378,329              5,218,004               0
George M. Elvin                        190,383,919              5,212,414               0
Daniel D. Jackson                      190,368,414              5,227,919               0
Oren G. Shaffer                        190,381,888              5,214,445               0
John S. Simko                          190,009,944              5,586,389               0
Robert B. Smith, Jr.                   190,384,938              5,211,395               0
</TABLE>

ITEM 5.  OTHER INFORMATION

         None


                                       11

<PAGE>   12
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

                  27 Financial Data Schedule

         (b) Reports on Form 8-K

                  On June 4, 1999, the Company filed a Report on Form 8-K
             reporting that Ernst & Young LLP had resigned as auditors of the
             Company.

                  On June 14, 1999, the Company filed a Report on Form 8-K
             reporting that Grant Thornton LLP was engaged by the Company's
             Board of Directors as the new independent accountant of the
             Company to replace Ernst & Young LLP.



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.

                                          SUNSHINE MINING AND REFINING COMPANY


Dated: July 29, 1999                      By:  /s/ WILLIAM W. DAVIS
                                              ----------------------------------
                                               William W. Davis
                                               Executive Vice President
                                               and Chief Financial Officer



                                       12




<PAGE>   13


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER              DESCRIPTION
- -------             -----------
<S>                 <C>
  27                Financial Data Schedule
</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT JUNE 30, 1999, AND THE CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE QUARTER ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                           3,530
<SECURITIES>                                         0
<RECEIVABLES>                                    3,207
<ALLOWANCES>                                         0
<INVENTORY>                                      8,563
<CURRENT-ASSETS>                                16,880
<PP&E>                                          58,335
<DEPRECIATION>                                  36,975
<TOTAL-ASSETS>                                  41,808
<CURRENT-LIABILITIES>                           32,632
<BONDS>                                         19,895
                                0
                                          0
<COMMON>                                         2,815
<OTHER-SE>                                    (22,104)
<TOTAL-LIABILITY-AND-EQUITY>                    41,808
<SALES>                                         17,607
<TOTAL-REVENUES>                                17,913
<CGS>                                           15,256
<TOTAL-COSTS>                                   18,440
<OTHER-EXPENSES>                                 1,060
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,634
<INCOME-PRETAX>                                (5,206)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (5,206)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                    216
<CHANGES>                                            0
<NET-INCOME>                                   (4,990)
<EPS-BASIC>                                      (.02)
<EPS-DILUTED>                                    (.02)


</TABLE>


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