<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
-------------
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 0-25090
-------
STILLWATER MINING COMPANY
-------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 81-0480654
--------------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
HC 54 BOX 365
NYE, MONTANA 59061
--------------------------------------- ------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(303) 978-2525
--------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 __
-
AT AUGUST 9, 1996, 20,082,724 SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE,
WERE OUTSTANDING.
THIS FORM 10-Q CONSISTS OF 18 PAGES. THE EXHIBIT INDEX APPEARS ON PAGE 15.
<PAGE>
STILLWATER MINING COMPANY
FORM 10-Q
QUARTER ENDED JUNE 30, 1996
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
PAGE
----
<S> <C> <C>
ITEM 1. FINANCIAL STATEMENTS...................................... 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS....................... 9
PART II - OTHER INFORMATION:
ITEM 1. LEGAL PROCEEDINGS......................................... 14
ITEM 2. CHANGES IN SECURITIES..................................... 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES........................... 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....... 14
ITEM 5. OTHER INFORMATION......................................... 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.......................... 15
SIGNATURES .......................................................... 16
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ----------------------------
STILLWATER MINING COMPANY
CONDENSED BALANCE SHEETS
(in thousands except share amounts)
<TABLE>
<CAPTION>
(Unaudited)
JUNE 30, DECEMBER 31,
ASSETS 1996 1995
--------------- ----------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 4,461 $ 714
Short-term investments 46,837 23,933
Accounts receivable 3,274 --
Inventories 17,690 18,450
Other current assets 1,438 1,237
Deferred income taxes 640 640
--------------- ----------------
Total current assets 74,340 44,974
PROPERTY, EQUIPMENT AND MINE DEVELOPMENT, NET 160,949 115,813
OTHER ASSETS 3,275 1,388
--------------- ----------------
Total assets $ 238,564 $ 162,175
=============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 1,048 $ 460
Accounts payable 5,601 4,751
Accrued payroll and benefits 1,265 1,909
Taxes payable other than income taxes 1,802 2,272
Other current liabilities 1,708 978
--------------- ----------------
Total current liabilities 11,424 10,370
--------------- ----------------
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATION 61,976 8,713
DEFERRED INCOME TAXES 17,118 8,441
OTHER NONCURRENT LIABILITIES 2,432 2,346
--------------- ----------------
Total long-term liabilities 81,526 19,500
--------------- ----------------
Total liabilities 92,950 29,870
--------------- ----------------
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value, 1,000,000
shares authorized, none issued -- --
Common stock, $0.01 par value, 50,000,000
shares authorized, 20,080,724 issued
and outstanding 201 201
Paid-in capital 137,907 137,814
Accumulated earnings (deficit) 7,506 (5,710)
--------------- ----------------
Total stockholders' equity 145,614 132,305
--------------- ----------------
Total liabilities and stockholders' equity $ 238,564 $ 162,175
=============== ================
</TABLE>
See notes to condensed financial statements.
3
<PAGE>
STILLWATER MINING COMPANY
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
1996 1995 1996 1995
--------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
REVENUES $ 11,285 $ 18,869 $ 25,683 $ 32,129
COSTS AND EXPENSES
Cost of metals sold 10,628 18,216 22,591 29,199
Depreciation and amortization 1,565 1,387 3,567 2,801
Administrative expenses 428 475 843 843
--------------- -------------- -------------- --------------
Total costs and expenses 12,621 20,078 27,001 32,843
--------------- -------------- -------------- --------------
OPERATING INCOME (1,336) (1,209) (1,318) (714)
OTHER INCOME (EXPENSE)
Interest income 634 855 826 1,698
Interest expense, net of capitalized interest (331) (68) (557) (142)
--------------- -------------- -------------- --------------
INCOME (LOSS) BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE (1,033) (422) (1,049) 842
INCOME TAX (PROVISION) BENEFIT 398 163 404 (324)
--------------- -------------- -------------- --------------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE (635) (259) (645) 518
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF INCOME TAX PROVISION OF $8,677 -- -- 13,861 --
--------------- -------------- -------------- --------------
NET INCOME (LOSS) $ (635) $ (259) $ 13,216 $ 518
=============== ============== ============== ==============
AVERAGE COMMON SHARES OUTSTANDING
Primary 20,605 20,527 20,560 20,496
Fully Diluted 21,925 20,527 21,233 20,496
EARNINGS PER COMMON SHARE OUTSTANDING
INCOME (LOSS) PER COMMON SHARE BEFORE
CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ (0.03)* $ (0.01) $ (0.03)* $ 0.03
CUMULATIVE EFFECT OF ACCOUNTING CHANGE -- -- $ 0.67 --
--------------- -------------- -------------- --------------
NET INCOME PER COMMON SHARE $ (0.03)* $ (0.01) $ 0.64* $ 0.03
=============== ============== ============== ==============
</TABLE>
See notes to condensed financial statements.
* Fully diluted earnings per share were less than 3% dilutive.
4
<PAGE>
STILLWATER MINING COMPANY
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------------------------------------
1996 1995
------------------------ -----------------------
<S> <C> <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
Net income $ 13,216 $ 518
Items of earnings not affecting cash 3,567 4,487
Cumulative effect of accounting change (13,861) --
Changes in working capital items (2,772) 369
------------------------ ----------------------
150 5,374
------------------------ ----------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
Capital expenditures (25,351) (18,552)
Net (increase) decrease in marketable securities (22,904) (40,910)
Other 83 299
------------------------ -----------------------
(48,172) (59,163)
------------------------ -----------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
Proceeds from capital lease and debt issue 51,896 --
Other (127) 21
------------------------ -----------------------
51,769 21
------------------------ -----------------------
CASH AND CASH EQUIVALENTS
Net increase (decrease) during period 3,747 (53,768)
Balance at beginning of period 714 56,994
------------------------ -----------------------
Balance at end of period $ 4,461 $ 3,226
======================== =======================
</TABLE>
See notes to condensed financial statements.
5
<PAGE>
STILLWATER MINING COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
The accompanying unaudited interim condensed financial statements have
been prepared in accordance with the instructions for Form 10-Q. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation of the financial condition and
results of operations have been included. Operating results for the six month
period ended June 30, 1996 are not necessarily indicative of the results which
may be expected for the year ending December 31, 1996. These condensed interim
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Form 10-K for the year ended
December 31, 1995.
NOTE 2 - MARKETABLE SECURITIES
Marketable securities consisted of U.S. Government obligations and
other fixed rate instruments. Under Statement of Financial Accounting Standards
No. 115, Accounting for Certain Investments in Debt and Equity Securities, these
securities are carried at amortized cost, which approximates fair value, as the
Company has the ability and intent to hold to maturity.
NOTE 3 - INVENTORIES
INVENTORIES CONSISTED OF THE FOLLOWING (IN THOUSANDS):
<TABLE>
JUNE 30, DECEMBER 31,
1996 1995
-------------- ------------
(Unaudited)
<S> <C> <C>
Raw Ore $ 298 $ 551
Concentrate and in-process 4,710 1,976
Matte and finished goods 9,328 12,718
-------------- ------------
14,336 15,245
Materials and supplies 3,354 3,205
-------------- ------------
$ 17,690 $ 18,450
============== ============
</TABLE>
6
<PAGE>
STILLWATER MINING COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 4 - PROPERTY, EQUIPMENT AND MINE DEVELOPMENT
Property, equipment and mine development consisted of the following (in
thousands):
<TABLE>
JUNE 30, DECEMBER 31,
1996 1995
------------ -------------
<S> <C> <C>
(Unaudited)
Equipment $ 29,649 $ 29,253
Facilities 28,844 28,656
Mine development 84,785 54,827
Land 2,159 2,159
Construction-in-process 54,591 37,571
------------ -------------
200,028 152,466
Less: accumulated depreciation and (39,079) (36,653)
amortization
============ =============
$ 160,949 $ 115,813
============ =============
</TABLE>
Mine development costs incurred to increase existing production,
develop new ore bodies, or develop property substantially in advance of
production are capitalized. Effective January 1, 1996, the Company changed its
method of accounting for mine development expenditures whereby certain indirect
costs related to development activities, which were previously expensed as
incurred, are now capitalized. This change is believed to better present
current income from mining activities because it results in a better matching of
expenses with the revenue generated as a result of those expenses. The effect
of the accounting change on the second quarter of 1996 was to increase net
income by approximately $1.4 million ($0.07 per share). Assuming the accounting
change had been applied retroactively, the unaudited pro forma effect would be
an increase in net earnings of $741,000 ($.03 per share) in the second quarter
of 1995.
NOTE 5 - PRECIOUS METALS HEDGING CONTRACTS
Precious metals hedging contracts include forward sales contracts and
put and call options. On June 28, 1996, the London P.M. Fix was $389.35 per
ounce of platinum and $132.35 per ounce of palladium. At June 30, 1996, the
Company's outstanding hedge contracts were as follows:
<TABLE>
1996
Hedged Average Price
Ounces per Ounce
<S> <C> <C>
PLATINUM
Forward sales contracts 8,750 $421
Put options purchased 12,000 $425
Call options sold 12,000 $458
PALLADIUM
Forward sales contracts 48,500 $153
Put options purchased 18,000 $145
Call options sold 18,000 $183
7
</TABLE>
<PAGE>
STILLWATER MINING COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 6 - CONVERTIBLE SUBORDINATED NOTES
On April 29, 1996, the Company sold $50 million of its 7% Convertible
Subordinated Notes Due 2003 (the "Convertible Notes"), maturing on May 1, 2003.
On May 14, 1996, the initial purchaser exercised its over-allotment option and
purchased an additional $1.45 million of Convertible Notes. The Convertible
Notes are unsecured, subordinated obligations.
The Convertible Notes will be redeemable, in whole or in part, at the option of
the Company beginning on May 1, 1999. The Convertible Notes will be convertible,
subject to prior redemption, at the option of holders at any time after 90 days
following the date of original issuance and prior to maturity, into shares of
the Company's common stock at a conversion price of $26.80 per share, subject to
adjustment in certain events.
In connection with the offering of the Convertible Notes, the Company agreed to
file a shelf registration statement under the Securities Act of 1933, as
amended, relating to the resale of the Convertible Notes and the common stock
issuable upon conversion no later than December 15, 1996, with such registration
statement to be declared effective by the Securities and Exchange Commission no
later than February 15, 1997. If the Company is unable to comply with these
obligations, the interest rate on the Convertible Notes will be increased until
such time as the registration statement is filed or declared effective, as the
case may be.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Form 10-Q contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In addition to factors discussed
below, the factors that could cause actual results to differ materially include
the following: metal price volatility; Expansion Plan risks; competition;
exploration and development risks; and reserve estimates. For a more detailed
description of risks attendant to the business and operations of Stillwater and
to the mining industry in general, please see the Company's other SEC filings,
in particular the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
RESULTS OF OPERATIONS
Production
----------
Tons milled in the second quarter of 1996 increased 16% to 108,000
tons, from 93,000 tons in the second quarter of 1995, primarily as a result of
processing subgrade development material stockpiled during the first quarter.
The concentrator was able to process the subgrade development material because
of the increased capacity of the expanded concentrator which was available
during the second quarter of 1996. The increased processing capacity and
operating efficiencies of the expanded concentrator make it advantageous to
continue processing all available subgrade material.
Returnable ounces of platinum and palladium produced in the second
quarter of 1996 increased to 14,000 ounces and 47,000 ounces, respectively, from
the 11,000 ounces and 35,000 ounces in the comparable 1995 period. The increase
in ounces produced was due to the increase in tons milled and to the higher head
grade of material fed to the concentrator. The higher head grade resulted from
higher grade ore mined from an increased number of stopes.
For the six months ended June 30, 1996, tons milled and head grade
were substantially the same as for the comparable period of 1995. Returnable
ounces of platinum and palladium produced increased 11% from 105,000 ounces to
117,000 ounces primarily due to increased recoveries in the concentrator in
1996. Concentrator recoveries in the first half of 1995 were lower than normal
due to material being processed at a level that exceeded plant design.
Revenue
-------
Revenue for the second quarter of 1996 was $11.3 million compared to
$18.9 million in the second quarter of 1995 due to lower sales volumes and
reduced platinum and palladium prices. Platinum and palladium sales totaled
54,000 ounces in the second quarter of 1996 and 76,000 ounces in the same
quarter of 1995. Sales for the second quarter of 1995 were unusually high due
to the late return of ounces from a trial shipment of matte in December 1994 to
an alternate refiner. The late return caused the ounces to be available for
sale in the second quarter of 1995 rather than the first quarter. Another
factor contributing to the lower sales in the second quarter of 1996 was a
buildup in refined platinum and palladium inventory to 12,200 ounces available
for sale at the end of the second quarter.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The average combined realized price for the second quarter was $208,
15% lower than in the comparable period of 1995 when the average realized price
was $246. Second quarter 1996 price realizations were $409 and $141,
respectively, for platinum and palladium. Second quarter 1995 average
realizations were $438 and $168, respectively for platinum and palladium. The
weaker platinum and palladium prices represent a 6.6% and 16.1% decrease in
realizations from the second quarter 1995, respectively. Average market prices
for platinum and palladium declined 12% and 23% from the second quarter of 1995.
For the six months ended June 30, 1996, revenue was $25.7 million
compared to revenue for the same period of 1995 of $32.1 million. The lower
revenue for the 1996 period resulted from lower sales volumes and lower price
realizations for platinum and palladium. Sales volumes for the first six months
of 1996 were 117,000 ounces, down 17,000 ounces from the 134,000 ounces sold in
the first half of 1995. Realizations for platinum and palladium were $418 and
$148, respectively, for a combined price realization of $219 for the six months
ended June 30, 1996. Realizations, for the comparable period of 1995, were $430
and $163 for platinum and palladium, respectively, for a combined realization of
$239 per ounce, or $20 per ounce higher than for the first six months of 1996.
Costs
-----
Cash costs per ton milled in the second quarter of 1996 were $104,
down $29 from the same period of 1995. Total costs per ton milled decreased $26
from the second quarter of 1995 to $121 for the second quarter of 1996. Costs
per ton were favorably impacted by the 16% increase in tons milled over the
second quarter of 1995 and by the change in accounting policy for mine
development expenditures effective January 1, 1996. These favorable impacts on
total costs per ton milled were partially offset by increased depreciation
charges resulting from expansion related projects being placed in service during
1996.
Cash costs per ounce produced in the second quarter of 1996 were $184,
down $88 from $272 in the second quarter of 1995. Total costs per ounce
produced in the second quarter of 1996 were $214, down $87 from $301 in the
second quarter of 1995. The lower costs per ounce produced in the second
quarter of 1996 resulted from the increased ounces produced and from the change
in accounting policy. For total costs per ounce produced, these savings were
offset partially by the increased depreciation charges associated with the
additional plant and equipment placed in service as part of the expansion
program.
Total costs per ton milled and per ounce produced during the six
months ended June 30, 1996, were lower than in the same period of 1995. Total
costs per ton milled decreased from $140 in 1995 to $129 in 1996. Total costs
per ounce produced decreased from $267 in 1995 to $225 in 1996. These unit
costs decreased from 1995 levels because of higher production volumes and the
change in accounting policy in 1996, offset partially by increased depreciation
charges in 1996 due to the additional plant and equipment placed in service as
part of the expansion program.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Costs per ounce produced differ from costs per ounce sold due to the
lag in time between production and the release of metal for sale by the
Company's contract refineries. Prior to the commissioning of the base metals
refinery (BMR) in May 1996, the lag time between production and availability for
sale was approximately three months. The BMR has reduced the lag time to
approximately one month. Second quarter sales were derived from ounces produced
prior to the commissioning of the BMR, with a three month lag, and ounces
processed through the BMR, with only a one month lag. Consequently, costs per
ounce sold reflect a combination of production costs over the three-month period
and the one-month period prior to sale. These costs were lower than the costs
per ounce sold in the second quarter of 1995, which substantially were based on
production costs in the first quarter of 1995.
Earnings
--------
The Company reported an operating loss of $1.3 million for the second
quarter of 1996 compared with an operating loss of $1.2 million for the second
quarter of 1995. The increase in operating loss for the current period is the
result of lower price realizations and sales partially offset by lower costs per
ounce sold.
The net loss for the current quarter was $635,000 compared to a net
loss of $259,000 for the comparable period last year. The net loss was greater
for the current quarter primarily because of reduced interest income and higher
interest expense, net of capitalized interest. Net interest income for the
second quarter of 1996 was $303,000 compared to $787,000 for the second quarter
of 1995.
The net loss before the cumulative effect of the accounting policy
change for the six months ended June 30, 1996, was $645,000. This compares to
net income of $518,000 for the same period of 1995. The decrease is primarily
due to reduced net interest income realized during 1996. Net interest income
during the first half of 1995 totaled $1.6 million compared to $269,000 during
the same period of 1996. The net loss after the cumulative effect of the change
in accounting policy for the first half of 1996 was $13.2 million. A cumulative
effect of $13.8 million was recorded in the first quarter of 1996.
During the first quarter of 1996, the Company implemented a change in
accounting policy whereby certain direct and indirect mining costs, which
support capitalized development activities were capitalized. This change in
accounting policy results in a better matching of revenues and expenses as these
development costs, which primarily relate to mine infrastructure and benefit
future periods, are capitalized and amortized over proven and probable reserves.
The effect of this change in the second quarter of 1996 was a reduction in
production costs of $2.3 million and an increase in net income of approximately
$1.4 million. The effect of this change on the six months ended June 30, 1996,
was a reduction in production costs and an increase in operating income of
approximately $3.7 million.
The effect of the accounting change on net earnings for the quarter
and for the six months ended June 30, 1996, was $1.4 million and $2.3 million,
respectively.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Liquidity and Capital Resources
-------------------------------
At June 30, 1996, the Company had cash and marketable securities of
$51.3 million and net availability of $8.4 million under its line of credit
facility with N M Rothschild & Sons Limited ("Rothschild"). Cash and
marketable securities increased $34.0 million from March 31, 1996, primarily as
a result of the sale of $51.5 million of 7% convertible subordinated notes and
additional equipment leasing of $1.5 million, partially offset by $16.0 million
in capital spending.
The Company has decided to postpone the proposed $15 million increase
to its current $15 million line of credit facility arranged by Rothschild.
The Company expects to invest over the next twelve months
approximately $37 million principally toward the expansion of mining and
processing capacity at the Stillwater Mine to 2,000 tons per day and toward
initial access work at its proposed East Boulder mine.
Based on the cash and marketable securities on hand, expected cash
flows from operations, the availability of funds under the Company's line of
credit and expected proceeds from additional leasing, management believes there
is sufficient liquidity to implement its current expansion plans and to meet
operating needs for the foreseeable future.
12
<PAGE>
Other Matters
- -------------
On June 30, 1996, members of Local 2-1 of the Oil, Chemical and Atomic
Workers Union (OCAW) ratified their first contract agreement with the Company,
which became effective on July 1, 1996. The contract has a term of three years
and provides for a cumulative increase in wages and benefits of 5.86% over the
contract term. OCAW was elected in 1995 as the exclusive bargaining
representative for substantially all hourly employees.
13
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
During the period covered by this report, there were no legal
proceedings instituted that are reportable, and there were no material
developments in connection with any legal proceedings previously reported on the
Company's Form 10-K for the year ended December 31, 1995.
Item 2. Changes in Securities.
---------------------
None
Item 3. Defaults Upon Senior Securities.
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
(a) The annual meeting of stockholders was held on April 26, 1996.
(b) This information is omitted pursuant to instruction 3.
(c) Set forth below are the votes cast for the election of Directors:
<TABLE>
<CAPTION>
For(*) Withheld
-------- --------
<S> <C> <C>
Ray W. Ballmer 10,858,203 1,108,029
Charles R. Engles 10,859,060 1,107,172
John W. Eschenlohr 10,854,491 1,111,741
Sharon M. Meadows 10,858,244 1,107,988
Ted Schwinden 10,854,568 1,111,664
Peter Steen 10,861,331 1,104,901
W. Thomas Stephens 10,580,288 1,385,944
Richard B. Von Wald 10,580,031 1,386,201
</TABLE>
*Stockholders have cumulative voting rights in connection with
the election of directors.
The stockholders voted to approve the appointment of Price
Waterhouse LLP as independent accountants for the fiscal year
ending December 31, 1996. Votes cast in favor were 11,851,561
representing approximately 59% of the shares entitled to vote,
against were 107,326, abstaining were 7,345.
(d) Not applicable
Item 5. Other Information.
-----------------
None
14
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits:
None
(b) Reports on Form 8-K:
On April 30, 1996, the Company filed a Current Report on Form 8-K
announcing the sale by the Company of $50 million of its 7%
Convertible Subordinated Notes Due 2003, maturing on May 1, 2003.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned thereunto duly authorized.
STILLWATER MINING COMPANY
(Registrant)
Date: August 14, 1996 By: /s/ Charles R. Engles
---------------------
Charles R. Engles
Chairman and Chief Executive Officer
Date: August 14, 1996 By: /s/ R.Daniel Williams
---------------------
R. Daniel Williams
Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: August 14, 1996 By: /s/ Carl W. McSpadden
---------------------
Carl W. McSpadden
Controller (Principal Accounting Officer)
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,461
<SECURITIES> 46,837
<RECEIVABLES> 3,274
<ALLOWANCES> 0
<INVENTORY> 17,690
<CURRENT-ASSETS> 74,340
<PP&E> 200,028
<DEPRECIATION> 39,079
<TOTAL-ASSETS> 238,564
<CURRENT-LIABILITIES> 11,424
<BONDS> 1,600
0
0
<COMMON> 201
<OTHER-SE> 145,413
<TOTAL-LIABILITY-AND-EQUITY> 238,564
<SALES> 25,683
<TOTAL-REVENUES> 25,683
<CGS> 22,591
<TOTAL-COSTS> 27,001
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 557
<INCOME-PRETAX> (1,049)
<INCOME-TAX> 404
<INCOME-CONTINUING> (645)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 13,861
<NET-INCOME> 13,216
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
