<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 September 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 November 9, 1999
- ----------------------------------- -----------------------------------
<S> <C>
Common Stock, $.01 par value 37,690,400
</TABLE>
Page 1 of 11
<PAGE> 2
SUNSHINE MINING AND REFINING COMPANY
CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
----------------- -----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash investments $ 1,415 $ 1,412
Silver bullion 5,865 5,203
Accounts receivable 2,318 2,801
Inventories (Note 2) 2,785 4,236
Other current assets 1,139 1,845
----------------- -----------------
Total current assets 13,522 15,497
Property, plant and equipment, at cost 59,659 57,114
Less accumulated depreciation,
depletion and amortization (37,306) (36,700)
----------------- -----------------
22,353 20,414
Investments and other assets 3,816 3,986
----------------- -----------------
Total assets $ 39,691 $ 39,897
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 777 $ 1,413
Accrued expenses 3,560 4,368
Current portion, long-term debt 29,781 0
----------------- -----------------
Total current liabilities 34,118 5,781
Long-term debt 14,556 42,597
Accrued pension and other postretirement benefits 5,320 5,498
Other long-term liabilities and deferred credits 2,921 3,487
Stockholders' equity (deficit):
Common stock--$.01 par value;
75,000 shares authorized; shares issued:
September 30, 1999 - 37,563
December 31, 1998 - 32,996 376 330
Paid-in capital 723,522 716,314
Deficit (740,012) (733,000)
----------------- -----------------
(16,114) (16,356)
Less treasury stock, at cost:
September 30, 1999 - 579 shares
December 31, 1998 - 570 shares (1,110) (1,110)
----------------- -----------------
(17,224) (17,466)
----------------- -----------------
Total liabilities and stockholders' equity (deficit) $ 39,691 $ 39,897
================= =================
</TABLE>
See accompanying notes.
-2-
<PAGE> 3
SUNSHINE MINING AND REFINING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED
SEPTEMBER 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 $ 8,106 $ 8,187 $ 25,713 $ 26,479
Mark to market gain (loss) 264 (609) 570 (1,571)
-------- -------- -------- --------
8,370 7,578 26,283 24,908
-------- -------- -------- --------
Costs and expenses:
Cost of revenues (6,650) (7,130) (21,906) (21,535)
Depreciation, depletion
and amortization (328) (1,598) (1,014) (4,493)
Impairment of Mining Properties -- (50,425) -- (50,425)
Exploration (491) (1,210) (1,550) (3,791)
Selling, general and
administrative expense (1,207) (1,202) (3,705) (3,793)
-------- -------- -------- --------
(8,676) (61,565) (28,175) (84,037)
-------- -------- -------- --------
Other income (expense)
Interest income 43 120 177 506
Interest and debt expense (1,807) (1,732) (6,441) (5,142)
Other, net 48 1,105 929 2,731
-------- -------- -------- --------
(1,716) (507) (5,335) (1,905)
-------- -------- -------- --------
Net loss before extraordinary item (2,022) (54,494) (7,227) (61,034)
Gain on retirement of debt -- -- 216 --
-------- -------- -------- --------
Net loss $ (2,022) $(54,494) $ (7,011) $(61,034)
======== ======== ======== ========
Basic and fully diluted loss
per common share: $ (0.06) $ (1.70) $ (0.21) $ (1.90)
======== ======== ======== ========
Weighted average common shares outstanding 35,473 32,104 34,194 32,054
======== ======== ======== ========
</TABLE>
See accompanying notes.
-3-
<PAGE> 4
SUNSHINE MINING AND REFINING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30
1999 1998
-------- --------
<S> <C> <C>
Cash used by operating activities:
Net loss $ (7,011) $(61,034)
Adjustments to reconcile net loss
to net cash used by operations:
Depreciation, depletion and amortization 1,014 4,493
Impairment of Mining Properties 50,425
Amortization of debt issuance costs, accretion of debt discount
and noncash interest 3,259 1,668
Common stock issued for interest on
Senior Convertible Notes 750 --
Gain on retirement of debt (216) --
Investment gains (881) (1,600)
Net (increase) decrease in:
Silver bullion (638) 762
Accounts receivable 483 (1,675)
Inventories 1,451 (229)
Other assets and deferred charges (516) (881)
Net increase (decrease) in:
Accounts payable and accrued expenses (1,465) 769
Accrued pension and other postretirement benefits (178) (140)
Other liabilities and deferred credits (565) (147)
-------- --------
Net cash used by operations (4,513) (7,589)
-------- --------
Cash provided (used) by investing activities:
Additions to property, plant and equipment (2,784) (7,755)
Proceeds from investments 1,503 1,776
-------- --------
Net cash provided (used) by investing activities (1,281) (5,979)
-------- --------
Cash provided (used) by financing activities:
Proceeds from issuance of long-term debt, net
of issuance costs 5,824 (6)
Other (27) 48
-------- --------
Net cash provided by financing activities 5,798 42
-------- --------
Increase (decrease) in cash and cash investments 3 (13,526)
Cash and cash investments, January 1 1,412 15,985
-------- --------
Cash and cash investments, September 30 $ 1,415 $ 2,459
======== ========
Supplemental cash flow information -
Interest paid in cash $ 1,882 $ 3,086
======== ========
</TABLE>
See accompanying notes.
-4-
<PAGE> 5
SUNSHINE MINING AND REFINING COMPANY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 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 September 30, 1999 presentation.
Operating results for the nine-month period ended September 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>
September 30 December 31
1999 1998
------------ -----------
<S> <C> <C>
Precious Metals Inventories:
Work in process $ 1,246 $ 2,831
Finished goods 158 49
Materials and supplies inventories 1,381 1,356
------------ -----------
$ 2,785 $ 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 beneficial conversion feature resulted in a debt
discount of $962 thousand, which was amortized over the five months
ended June 1999. As of September 30, 1999, $4.2 million of the notes
had been converted into 2.4 million shares of common stock. The
remaining balance of the notes may be converted into approximately 1.2
million shares of common stock at the current conversion price.
In March 1999, the Company issued 1.6 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.
In April 1999, the Company retired $1.5 million of the Eurobonds by the
issuance of 338 thousand 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.
5
<PAGE> 6
On November 4, 1999, pursuant to the terms of the Company's 10% Senior
Exchangeable Notes due November 24, 2002, the conversion price for the
$14.9 million outstanding principal amount was reset as a result of the
reverse stock split to $1.80 per share. Pursuant to the terms of the
notes, the conversion price is subject to being reset in April 2000.
4. REVERSE SPLIT
Effective August 6, 1999, the Company implemented a one-for-eight
reverse stock split of the Company's authorized, issued and outstanding
shares of common stock. All historical share and per share amounts
reported in this filing have been adjusted to reflect the reverse stock
split.
SUNSHINE MINING AND REFINING COMPANY
Management's Discussion and Analysis of Financial Condition
and Results of Operations for the
Nine Months Ended September 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 September 30, 1999 was a deficit of $20.6 million.
This deficit includes $26 million for the 8% Senior Exchangeable Notes (the
"Eurobonds"), which mature March 21, 2000, and $3.75 million for 10% Senior
Convertible Notes required to be redeemed for either stock or cash in the first
nine months of 2000. Cash and silver bullion held for investment totaled $7.3
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. If the Company cannot otherwise refinance the Eurobonds,
then it will consider a sale of the Pirquitas property to retire debt and raise
new cash.
Pirquitas Development Requirements
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 annual 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
6
<PAGE> 7
Company expects future development and exploration work at the site to expand
reserves beyond those presently identified, extending the mine's life beyond the
10 years currently projected.
The Company recently completed three optimization studies which the
Company believes demonstrate significantly improved economics at its Pirquitas
Mine in Argentina. These studies indicate that based upon certain assumptions,
the unleveraged after-tax rate of return should increase from 20% to
approximately 27%, and the average net cash cost of production should be under
$1.30 per ounce.
According to these studies, it can be anticipated that:
1. The pre-concentrator capacity would be increased from 6000 tpd to 9000 tpd
at a capital cost of approximately $7.8 million. The incremental capacity
of the pre-concentrator would allow material previously considered waste to
be processed as ore, resulting in an anticipated increase in annual average
silver production of approximately 800 thousand ounces and anticipated
incremental pre-tax cash flow of $45 million. The balance of the processing
plant would be maintained at its original size and capital cost.
2. The increase in the size of the pre-concentration facility should allow for
the processing of existing tailings stacked onsite in year 1 of the plant's
operation. Sampling of this material indicates it is of ore grade. Use of
this material should increase year 1 production by two million ounces, and
contribute an additional $12.5 million to year 1 pre-tax cash flow, which
is now estimated at $46 million. Additional sampling and metallurgical
studies will be conducted in order to elevate this material to the
proven/probable category.
3. Studies carried out by technical consultants retained to assist the
Company's financial advisors have indicated that the silver resource
average grade, as calculated in the Company's feasibility study, may be
understated by approximately 6%. A higher grade ore body could increase
annual pre-tax cash flows by an estimated $2.6 million with no incremental
capital expenditure requirement.
Sunshine is having its feasibility study revised, and it is anticipated
that these improvements will significantly enhance the financing capacity of the
project.
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 that have prevailed in recent years. No assurance can be given as
to the Company's ability to successfully finance the project. If financing
cannot be obtained to develop the property and refinance the Eurobonds, the
Company will consider a sale of the Pirquitas property.
Sunshine Mine
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 nine months of 1999 was
$4.5 million compared to $7.6 million in the first nine months of 1998. The $3.1
million decrease was primarily due to changes in working capital components and
a $3.0 million decrease in cash operating loss in the first nine months of 1999
to $3.0 million compared to $6.0 million in the first nine months of 1998.
The decrease in cash operating loss resulted primarily from a $2.2
million improvement due to a $570 thousand mark to market gain in 1999 compared
to a $1.6 million mark to market writedown in 1998, a $2.2 million decrease in
exploration expense, a $1.0 million decrease in cash interest expense and an $88
thousand decrease in general and administrative expense. These were partially
offset by a $766 thousand decline in operating revenue, a $371 thousand increase
in cost of revenues, a $329 thousand decrease in interest income and a $1.1
million net gain for proceeds received from settlement of certain litigation in
1998.
Investing activities in the first nine months of 1999 included $1.5
million proceeds from investment recoveries and $2.8 million of net additions to
property, plant and
7
<PAGE> 8
equipment including $2 million for the development of Pirquitas. Investing
activities in the first nine months of 1998 used approximately $6 million of
cash including $5.7 million for the development of Pirquitas, $1.7 thousand of
capital expenditures at the Sunshine Mine, and $400 thousand of other capital
expenditures, 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 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 has upgraded one of the
programs and is in the process of testing the interface. Based on test results
to date, the upgrade appears to have fixed the interface.
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 issues 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 SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1998
Consolidated operating revenues decreased approximately $81 thousand
(1%) for the third quarter of 1999 compared to the third quarter of 1998. The
decrease in operating revenues primarily resulted from a 41,000 ounce decrease
in ounces of silver sold in the 1999 period (1,341,478 ounces of silver at an
average of $5.26 per ounce in the 1999 quarter compared to 1,382,478 ounces at
an average of $5.17 per ounce in the 1998 quarter) and a $68 thousand decrease
in by-product revenue. These were partially offset by the $0.09 increase in
average price received per ounce of silver sold and a $67 thousand increase in
recognized premium income on the sale of covered calls on silver bullion held as
an investment.
Mark to market gain on work-in-process silver inventories and silver
held for investment amounted to $264 thousand in the 1999 quarter compared to a
$609 thousand mark to market loss in the 1998 period.
Cost of revenues decreased $480 thousand (6.7%) (from $7.1 million in
the third quarter of 1998 to $6.65 million in the third quarter of 1999)
primarily due to lower per ounce operating cash costs. Net cash operating costs
decreased $.25 per ounce to $4.19 per ounce of silver primarily due to reduced
development and smelter costs partially offset by increased per ounce mining and
antimony plant costs.
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. The increase in per
ounce mining costs is primarily due to fewer ounces of silver being produced in
the 1999 quarter.
Silver production totaled 1,255,880 ounces produced from 52,290 tons
at 24.79 ounces per ton in 1999 versus 1,449,346 ounces from 62,250 tons at
24.06 ounces per ton in 1998. The decrease in production was primarily due to a
power loss in portions of the mine due to problems with a bank of electrical
transformers, which caused a loss of approximately three days of production.
Depreciation, depletion and amortization decreased by approximately
$1.3 million primarily as a result of the writedown of the Sunshine Mine at the
end of the third quarter of 1998.
Exploration expense decreased $720 thousand in 1999 compared to 1998
primarily due to a reduction of expenditures for the Sunshine Mine and other
projects in Argentina and the U.S.
Interest income decreased $77 thousand due to lower average invested
cash balances.
8
<PAGE> 9
Interest and debt expense increased $75 thousand primarily due to
higher amortization of debt discount for the outstanding Eurobonds.
Other, net decreased $1.1 million due to proceeds received from
settlement of certain litigation in the 1998 period.
THE NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1998
Consolidated operating revenues decreased approximately $766 thousand
(2.9%) for the first nine months of 1999 compared to the first nine months of
1998, while mark to market gains on work in process inventories and investment
bullion totaled $570 thousand in 1999 compared to a $1.6 million writedown in
1998. The decrease in operating revenues primarily resulted from a $0.43
decrease in the average price received per ounce of silver sold (4,381,420
ounces of silver at an average of $5.25 per ounce in the 1999 period compared to
4,060,483 ounces at an average of $5.68 per ounce in the 1998 period), a $617
thousand decrease in by-product revenue and an $85 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 321 thousand-ounce
increase in silver sales volume. The silver sales volume increase primarily
resulted from a reduction of work in process inventories totaling 334 thousand
ounces of silver compared to a 109 thousand-ounce increase in 1998 partially
offset by a 122 thousand-ounce decrease in silver produced. By-product revenue
decreased primarily because of a 3.5 million-pound reduction in lead sales,
partially offset by a 169 thousand-pound increase in copper sold. The reduction
in lead sales is due to the fact that mining is now being conducted in areas of
the West Chance that contain less lead.
Cost of revenues increased $371 thousand (1.7%) from $21.5 million in
the first nine months of 1998 to $21.9 million in the first nine months of 1999
primarily due to increased sales volume resulting from the reduction of work in
process inventories ($1.4 million in 1999 compared to a $410 thousand increase
in 1998) partially offset by lower per ounce operating cash costs.
Net operating cash production costs decreased $.17 (3.8%) to $4.32 per
ounce of silver. This reduction was primarily due to a 1.2 ounce per ton (5%)
increase in average grades from 1998 to 1999, reduced smelter costs and a
reduction in development costs. Silver production totaled 4,047,902 ounces
produced from 165,804 tons at 25.21 ounces per ton in 1999 versus 4,169,852
ounces from 179,134 tons at 24.02 ounces per ton in 1998. The decrease in
by-product revenue resulted in a $.16 reduction in by-product credits per ounce
of silver.
Depreciation, depletion and amortization decreased by approximately
$3.5 million as a result of the writedown of the Sunshine Mine in the third
quarter of 1998.
Exploration expense decreased $2.24 million in 1999 compared to 1998
primarily due to a reduction of expenditures for the Sunshine Mine and other
projects in Argentina and the U.S.
Interest income decreased $329 thousand due to lower average invested
cash balances.
Interest and debt expense increased $1.3 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.
In 1999, other, net of $929 thousand was due to gains on certain
investments sold. Other, net of $2.7 million in 1998 represented a $1.1 million
net gain for proceeds received from settlement of certain litigation 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.
9
<PAGE> 10
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 were outstanding. The reverse
split was previously approved by shareholders at the Annual Meeting in June
1997.
The reverse split was undertaken in order to increase the Company's
stock price to over $1 to comply with new New York Stock Exchange continued
listing requirements.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Amendment to the Certificate of Incorporation of the
Company, filed as Exhibit 4.3 to the Registrant's
Registration Statement on Form S-3 (Registration No.
333-86327), which exhibit is incorporated herein by
reference.
4.1 Letter Agreement dated September 22, 1999 by and between
the Company, on the one hand, and Westgate International,
L.P. and Elliott Associates, L.P., on the other hand,
filed as Exhibit 4.20 to the Registrant's Registration
Statement on Form S-3 (Registration No. 333-88293), which
exhibit is incorporated herein by reference.
27 Financial Data Schedule
(b) Reports on Form 8-K
On August 11, 1999, the Company filed a Report on Form
8-K reporting that the Company implemented a one-for-eight
reverse stock split of the Company's authorized and issued and
outstanding shares of common stock, par value $0.01, effective
August 6, 1999 at 4:30 p.m., Delaware time.
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: November 10, 1999 By: /s/ WILLIAM W. DAVIS
--------------------------------------
William W. Davis
Executive Vice President
and Chief Financial Officer
10
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
3.1 Amendment to the Certificate of Incorporation of the Company, filed as
Exhibit 4.3 to the Registrant's Registration Statement on Form S-3
(Registration No. 333-86327), which exhibit is incorporated herein by
reference.
4.1 Letter Agreement dated September 22, 1999 by and between the Company,
on the one hand, and Westgate International, L.P. and Elliott
Associates, L.P., on the other hand, filed as Exhibit 4.20 to the
Registrant's Registration Statement on Form S-3 (Registration No.
333-88293), which exhibit is incorporated herein by reference.
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1999 AND THE CONSOLIDATED STATEMENT
OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1999, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
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0
0
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</TABLE>
