UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q/A
| þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2003. |
OR
| o | 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
| Delaware (State or other jurisdiction of incorporation or organization) | 81-0480654 (I.R.S. Employer Identification No.) | |
| 536 East Pike Avenue Columbus, Montana (Address of principal executive offices) | 59019 (Zip Code) |
(406) 322-8700
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 þ NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2): YES þ NO o
At February 09, 2004 the company had outstanding 89,888,411 shares of common stock, par value $0.01 per share.
STILLWATER MINING COMPANY
FORM 10-Q/A
QUARTER ENDED SEPTEMBER 30, 2003
INDEX
| PAGE | ||||||
| PART I —FINANCIAL INFORMATION | ||||||
| Item 1. Financial Statements | 4 | |||||
| PART II —OTHER INFORMATION | ||||||
| Item 6. Exhibits and Reports on Form 8-K | 6 | |||||
| SIGNATURES | 6 | |||||
| CERTIFICATION | 8 | |||||
| Rule 13a-14(a)/15d-14(a) Certification-CEO | ||||||||
| Rule 13a-14(a)/15d-14(a) Certification-Controller | ||||||||
| Section 1350 Certification, dated 2/17/04 | ||||||||
| Section 1350 Certification, dated 2/17/04 | ||||||||
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EXPLANATORY NOTE
This Amendment No. 1 (the “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the period ended September 30, 2003 amends and supplements the Quarterly Report on Form 10-Q filed by the registrant with the Securities and Exchange Commission on October 27, 2003 (the “Original Form 10-Q”). We are filing the Form 10-Q/A because we have revised the year-to-date basic and diluted earnings per share, as well as the pro-forma earnings per share in Note 8 of the Consolidated Financial Statements. It should be noted that this revision relates to an incorrect calculation of weighted average shares outstanding for the year-to-date- earning per share calculation. This revision does not affect any actual reported balances, results of operations, other than as noted above, or cash flows included in the consolidated financial statements. There were no necessary changes to the quarterly information presented. We have amended and restated only such portions of the Original Form 10-Q which are affected by the aforementioned changes. The filing of this Form 10-Q/A shall not be deemed an admission that the Original Form 10-Q, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
Other than the item mentioned above, this Form 10-Q/A does not reflect events occurring after the filing of the Original Form 10-Q or modify or update disclosures on the Original Form 10-Q (including disclosures relating to risks, uncertainties and other factors that may affect our future performance and disclosures relating to known trends and uncertainties affecting our business) in any way. For a description of our business and the risk factors that may affect our business, results of operations and financial condition, including the effects of current business and economic conditions in our industries and in our target markets, we urge you to carefully review and consider the various disclosures we have made in our recent reports filed with the Securities and Exchange Commission.
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PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
The Consolidated Statements of Operations and Comprehensive Income of Stillwater Mining Company set forth in Item 1 of the Original Form 10-Q is hereby amended and restated in its entirety as follows:
Stillwater Mining Company
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
(in thousands, except per share amounts)
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Revenues | $ | 58,221 | $ | 65,970 | $ | 179,751 | $ | 216,954 | ||||||||
Costs and expenses | ||||||||||||||||
| Cost of metals sold | 40,726 | 42,364 | 133,409 | 130,028 | ||||||||||||
| Depreciation and amortization | 10,126 | 10,078 | 30,569 | 29,654 | ||||||||||||
| Total cost of sales | 50,852 | 52,442 | 163,978 | 159,682 | ||||||||||||
| General and administrative expenses | 3,331 | 3,853 | 10,198 | 10,578 | ||||||||||||
| Norilsk Nickel transaction related expenses | — | — | 3,043 | — | ||||||||||||
| Restructuring costs (reversal) | — | — | — | (5,938 | ) | |||||||||||
| Total costs and expenses | 54,183 | 56,295 | 177,219 | 164,322 | ||||||||||||
Operating income | 4,038 | 9,675 | 2,532 | 52,632 | ||||||||||||
Other income (expense) | ||||||||||||||||
| Interest income | 136 | 263 | 315 | 744 | ||||||||||||
| Interest expense | (4,021 | ) | (4,050 | ) | (13,616 | ) | (12,578 | ) | ||||||||
Income (loss) before income taxes and cumulative effect of accounting change | 153 | 5,888 | (10,769 | ) | 40,798 | |||||||||||
| Income tax benefit (provision) | (590 | ) | (1,229 | ) | 3,702 | (8,514 | ) | |||||||||
| Reduction of deferred tax asset for net operating loss carryforwards resulting from ownership change | (1,191 | ) | — | (15,170 | ) | — | ||||||||||
| Total income tax provision | (1,781 | ) | (1,229 | ) | (11,468 | ) | (8,514 | ) | ||||||||
Income (loss) before cumulative effect of accounting change | (1,628 | ) | 4,659 | (22,237 | ) | 32,284 | ||||||||||
Cumulative effect of change in accounting for asset retirement obligations, net of $264 income tax benefit | — | — | (408 | ) | — | |||||||||||
Net income (loss) | (1,628 | ) | 4,659 | (22,645 | ) | 32,284 | ||||||||||
| Other comprehensive income (loss), net of tax | 390 | (2,215 | ) | 742 | (6,092 | ) | ||||||||||
Comprehensive income (loss) | $ | (1,238 | ) | $ | 2,444 | $ | (21,903 | ) | $ | 26,192 | ||||||
Basic earnings (loss) per share | ||||||||||||||||
| Income (loss) before cumulative effect of accounting change | $ | (0.02 | ) | 0.11 | $ | (0.36 | ) | $ | 0.76 | |||||||
| Cumulative effect of accounting change | — | — | (0.01 | ) | — | |||||||||||
Net income (loss) | $ | (0.02 | ) | $ | 0.11 | $ | (0.37 | ) | $ | 0.76 | ||||||
Diluted earnings (loss) per share | ||||||||||||||||
| Income (loss) before cumulative effect of accounting change | $ | (0.02 | ) | $ | 0.11 | $ | (0.36 | ) | $ | 0.75 | ||||||
| Cumulative effect of accounting change | — | — | (0.01 | ) | — | |||||||||||
Net income (loss) | $ | (0.02 | ) | $ | 0.11 | $ | (0.37 | ) | $ | 0.75 | ||||||
Weighted average common shares outstanding | ||||||||||||||||
| Basic | 89,662 | 43,306 | 60,399 | 42,712 | ||||||||||||
| Diluted | 89,662 | 43,365 | 60,399 | 42,851 | ||||||||||||
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See notes to consolidated financial statements in the Original Form 10-Q, which are incorporated herein by reference, as amended herein.
Note 8 to the financial statements set forth in Item 1 of the Original Form 10-Q is hereby amended and restated in its entirety as follows:
Note 8 — Stock-Based Compensation Costs
The company has elected to account for stock options and other stock-based compensation awards using the intrinsic value method in accordance with Accounting Principles Board (APB) Opinion No. 25,Accounting for Stock Issued to Employees. Accordingly, because stock options are granted at fair market value, no compensation expense has been recognized for stock options issued under the company’s stock option plans. The company records compensation expense for other stock-based compensation awards over the vesting periods. The company has adopted the disclosure provisions of SFAS No. 123,Accounting for Stock-Based Compensation. Accordingly, the following pro forma disclosures illustrate the effect on net income (loss) and earnings (loss) per share as if the fair value based method of accounting, as set forth in SFAS No. 123, had been applied.
| Three months ended | Nine months ended | |||||||||||||||
| (in thousands) | September 30, | September 30, | ||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
| Net income (loss), as reported | $ | (1,628 | ) | $ | 4,659 | $ | (22,645 | ) | $ | 32,284 | ||||||
| Add: Stock based compensation expense recognized | — | 118 | 670 | 543 | ||||||||||||
| Deduct: Stock based compensation expense determined under fair value based method for stock options, net of tax | (176 | ) | (850 | ) | (1,681 | ) | (2,739 | ) | ||||||||
| Pro forma net income (loss) | $ | (1,804 | ) | $ | 3,927 | $ | (23,656 | ) | $ | 30,088 | ||||||
| Earnings (Loss) Per Share: | ||||||||||||||||
| Basic — as reported | $ | (0.02 | ) | $ | 0.11 | $ | (0.37 | ) | $ | 0.76 | ||||||
| Basic — pro forma | $ | (0.02 | ) | $ | 0.09 | $ | (0.39 | ) | $ | 0.70 | ||||||
| Diluted — as reported | $ | (0.02 | ) | $ | 0.11 | $ | (0.37 | ) | $ | 0.75 | ||||||
| Diluted — pro forma | $ | (0.02 | ) | $ | 0.09 | $ | (0.39 | ) | $ | 0.70 | ||||||
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Restricted Stock
During the first quarter of 2002, the company granted 135,119 shares of restricted stock to certain of its officers and employees. The market value of restricted stock award totaled approximately $2.6 million on the grant date and was recorded as a separate component of stockholders’ equity. The 58,237 restricted shares outstanding at the closing of the Norilsk Nickel transaction vested on the closing date and the $0.6 million of unamortized compensation was recognized as compensation expense in the second quarter of 2003.
PART II — OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
| Number | Description | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification — Chief Executive Officer, dated February 17, 2004 | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification — Controller and Principal Accounting Officer, dated February 17, 2004 | |
| 32.1 | Section 1350 Certification, dated February 17, 2004 | |
| 32.2 | Section 1350 Certification, dated February 17, 2004 |
(b) Reports on Form 8-K:
| None |
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 thereunto duly authorized.
| STILLWATER MINING COMPANY (Registrant) | ||||
| Date: February 17, 2004 | By: | /s/ FRANCIS R. McALLISTER | ||
| Francis R. McAllister | ||||
| Chairman and Chief Executive Officer (Principal Executive Officer) | ||||
| Date: February 17, 2004 | ||||
| By: | /s/ THOMAS T. ANGELOS | |||
| Thomas T. Angelos | ||||
| Controller (Principal Accounting Officer) | ||||
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EXHIBITS
| Number | Description | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification — Chief Executive Officer, dated February 17, 2004 | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification — Controller and Principal Accounting Officer, dated February 17, 2004 | |
| 32.1 | Section 1350 Certification, dated February 17, 2004 | |
| 32.2 | Section 1350 Certification, dated February 17, 2004 |
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