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EX-31.2 - EX-31.2 - STILLWATER MINING CO /DE/ | d77104exv31w2.htm |
EX-32.1 - EX-32.1 - STILLWATER MINING CO /DE/ | d77104exv32w1.htm |
EX-32.2 - EX-32.2 - STILLWATER MINING CO /DE/ | d77104exv32w2.htm |
EX-10.1 - EX-10.1 - STILLWATER MINING CO /DE/ | d77104exv10w1.htm |
EXCEL - IDEA: XBRL DOCUMENT - STILLWATER MINING CO /DE/ | Financial_Report.xls |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2010.
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 1-13053
STILLWATER MINING COMPANY
Delaware | 81-0480654 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
1321 Discovery Drive Billings, Montana |
59102 | |
(Address of principal executive offices) | (Zip Code) |
(406) 373-8700
(Registrants 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 þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files).
YES o NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one).
Large Accelerated Filer o | Accelerated Filer þ | Non-Accelerated Filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act) YES o NO þ
At October 19, 2010 the Company had outstanding 97,899,036 shares of common stock, par value $0.01
per share.
STILLWATER MINING COMPANY
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2010
INDEX
2
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Stillwater Mining Company
Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(in thousands, except per share data)
Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(in thousands, except per share data)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Revenues |
||||||||||||||||
Mine production |
$ | 88,222 | $ | 85,552 | $ | 275,991 | $ | 226,691 | ||||||||
PGM recycling |
54,650 | 26,207 | 130,591 | 60,166 | ||||||||||||
Other |
| 245 | 4,622 | 5,752 | ||||||||||||
Total revenues |
142,872 | 112,004 | 411,204 | 292,609 | ||||||||||||
Costs and expenses |
||||||||||||||||
Costs of metals sold |
||||||||||||||||
Mine production |
58,203 | 55,816 | 171,046 | 156,754 | ||||||||||||
PGM recycling |
51,686 | 24,698 | 121,937 | 55,608 | ||||||||||||
Other |
| 243 | 4,622 | 5,741 | ||||||||||||
Total costs of metals sold |
109,889 | 80,757 | 297,605 | 218,103 | ||||||||||||
Depletion, depreciation and amortization |
||||||||||||||||
Mine production |
17,951 | 18,504 | 52,997 | 52,667 | ||||||||||||
PGM recycling |
129 | 45 | 212 | 134 | ||||||||||||
Total depletion, depreciation and amortization |
18,080 | 18,549 | 53,209 | 52,801 | ||||||||||||
Total costs of revenues |
127,969 | 99,306 | 350,814 | 270,904 | ||||||||||||
Marketing |
404 | 367 | 1,679 | 1,602 | ||||||||||||
General and administrative |
8,042 | 6,404 | 21,714 | 18,770 | ||||||||||||
(Gain)/loss on disposal of property, plant and equipment |
29 | 402 | (179 | ) | 602 | |||||||||||
Total costs and expenses |
136,444 | 106,479 | 374,028 | 291,878 | ||||||||||||
Operating income |
6,428 | 5,525 | 37,176 | 731 | ||||||||||||
Other income (expense) |
||||||||||||||||
Other |
(20 | ) | 27 | (11 | ) | 76 | ||||||||||
Interest income |
636 | 386 | 1,569 | 1,471 | ||||||||||||
Interest expense |
(1,633 | ) | (1,724 | ) | (4,902 | ) | (5,182 | ) | ||||||||
Income (loss) before income tax benefit |
5,411 | 4,214 | 33,832 | (2,904 | ) | |||||||||||
Income tax benefit |
472 | | | | ||||||||||||
Net income (loss) |
$ | 5,883 | $ | 4,214 | $ | 33,832 | $ | (2,904 | ) | |||||||
Other comprehensive income (loss), net of tax |
(200 | ) | 92 | (378 | ) | 139 | ||||||||||
Comprehensive income (loss) |
$ | 5,683 | $ | 4,306 | $ | 33,454 | $ | (2,765 | ) | |||||||
Weighted average common shares outstanding |
||||||||||||||||
Basic |
97,809 | 94,579 | 97,531 | 94,257 | ||||||||||||
Diluted |
99,022 | 95,401 | 98,685 | 94,257 | ||||||||||||
Basic earnings (loss) per share |
||||||||||||||||
Net income (loss) |
$ | 0.06 | $ | 0.04 | $ | 0.35 | $ | (0.03 | ) | |||||||
Diluted earnings (loss) per share |
||||||||||||||||
Net income (loss) |
$ | 0.06 | $ | 0.04 | $ | 0.34 | $ | (0.03 | ) | |||||||
See accompanying notes to financial statements
3
Table of Contents
Stillwater Mining Company
Balance Sheets
(Unaudited)
(in thousands, except share and per share data)
Balance Sheets
(Unaudited)
(in thousands, except share and per share data)
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 56,692 | $ | 166,656 | ||||
Investments, at fair market value |
202,260 | 34,515 | ||||||
Inventories |
95,456 | 88,967 | ||||||
Trade receivables |
6,016 | 2,073 | ||||||
Deferred income taxes |
18,951 | 18,130 | ||||||
Other current assets |
7,893 | 8,680 | ||||||
Total current assets |
387,268 | 319,021 | ||||||
Property,
plant and equipment, net of $363,396 and $311,449 of accumulated depletion, depreciation and amortization |
340,596 | 358,866 | ||||||
Restricted cash |
38,070 | 38,045 | ||||||
Other noncurrent assets |
12,304 | 9,263 | ||||||
Total assets |
$ | 778,238 | $ | 725,195 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Accounts payable |
$ | 15,432 | $ | 8,901 | ||||
Accrued compensation and benefits |
25,057 | 26,481 | ||||||
Property, production and franchise taxes payable |
9,011 | 10,405 | ||||||
Other current liabilities |
2,903 | 3,689 | ||||||
Total current liabilities |
52,403 | 49,476 | ||||||
Long-term debt |
196,002 | 195,977 | ||||||
Deferred income taxes |
18,951 | 18,130 | ||||||
Accrued workers compensation |
7,360 | 4,737 | ||||||
Asset retirement obligation |
6,608 | 6,209 | ||||||
Other noncurrent liabilities |
6,580 | 3,855 | ||||||
Total liabilities |
287,904 | 278,384 | ||||||
Stockholders equity |
||||||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized; none issued |
| | ||||||
Common stock, $0.01 par value, 200,000,000 shares authorized; 97,867,420
and 96,732,185 shares issued and outstanding |
978 | 967 | ||||||
Paid-in capital |
684,927 | 674,869 | ||||||
Accumulated deficit |
(195,103 | ) | (228,935 | ) | ||||
Accumulated other comprehensive loss |
(468 | ) | (90 | ) | ||||
Total stockholders equity |
490,334 | 446,811 | ||||||
Total liabilities and stockholders equity |
$ | 778,238 | $ | 725,195 | ||||
See accompanying notes to financial statements
4
Table of Contents
Stillwater Mining Company
Statements of Cash Flows
(Unaudited)
(in thousands)
Statements of Cash Flows
(Unaudited)
(in thousands)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Cash flows from operating activities |
||||||||||||||||
Net income (loss) |
$ | 5,883 | $ | 4,214 | $ | 33,832 | $ | (2,904 | ) | |||||||
Adjustments to reconcile net income (loss) to net cash provided by
operating activities: |
||||||||||||||||
Depletion, depreciation and amortization |
18,080 | 18,549 | 53,209 | 52,801 | ||||||||||||
Lower of cost or market inventory adjustment |
| 982 | | 6,613 | ||||||||||||
(Gain)/loss on disposal of property, plant and equipment |
29 | 402 | (179 | ) | 602 | |||||||||||
Accretion of asset retirement obligation |
136 | 153 | 399 | 450 | ||||||||||||
Amortization of debt issuance costs |
244 | 264 | 734 | 793 | ||||||||||||
Stock based compensation and other benefits |
4,083 | 3,167 | 9,571 | 8,479 | ||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Inventories |
13,754 | 3,865 | (6,425 | ) | (9,689 | ) | ||||||||||
Trade receivables |
279 | 162 | (3,943 | ) | 212 | |||||||||||
Accrued compensation and benefits |
(976 | ) | 35 | (1,432 | ) | 1,094 | ||||||||||
Accounts payable |
1,148 | (4,791 | ) | 6,531 | (4,877 | ) | ||||||||||
Property, production and franchise taxes payable |
690 | 1,420 | 1,331 | 1,070 | ||||||||||||
Workers compensation |
874 | (1,101 | ) | 2,623 | (2,024 | ) | ||||||||||
Restricted cash |
| 2,100 | (25 | ) | (350 | ) | ||||||||||
Other |
228 | 2,248 | (909 | ) | (589 | ) | ||||||||||
Net cash provided by operating activities |
44,452 | 31,669 | 95,317 | 51,681 | ||||||||||||
Cash flows from investing activities |
||||||||||||||||
Capital expenditures |
(10,935 | ) | (7,094 | ) | (35,522 | ) | (32,282 | ) | ||||||||
Purchases of long-term investments |
(2,941 | ) | | (2,941 | ) | | ||||||||||
Proceeds from disposal of property, plant and equipment |
192 | 149 | 457 | 195 | ||||||||||||
Purchases of short-term investments |
(61,111 | ) | | (187,743 | ) | (20,947 | ) | |||||||||
Proceeds from maturities of short-term investments |
6,989 | 1,995 | 19,962 | 20,781 | ||||||||||||
Net cash used in investing activities |
(67,806 | ) | (4,950 | ) | (205,787 | ) | (32,253 | ) | ||||||||
Cash flows from financing activities |
||||||||||||||||
Principal payments on debt |
| | | (97 | ) | |||||||||||
Issuance of common stock |
65 | | 506 | | ||||||||||||
Net cash provided by (used in) financing activities |
65 | | 506 | (97 | ) | |||||||||||
Cash and cash equivalents |
||||||||||||||||
Net increase (decrease) |
(23,289 | ) | 26,719 | (109,964 | ) | 19,331 | ||||||||||
Balance at beginning of period |
79,981 | 154,407 | 166,656 | 161,795 | ||||||||||||
Balance at end of period |
$ | 56,692 | $ | 181,126 | $ | 56,692 | $ | 181,126 | ||||||||
See accompanying notes to financial statements
5
Table of Contents
Stillwater Mining Company
Notes to Financial Statements
(Unaudited)
Notes to Financial Statements
(Unaudited)
NOTE 1
GENERAL
GENERAL
In the opinion of management, the accompanying unaudited financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary to present fairly the
financial position of Stillwater Mining Company (the Company) as of September 30, 2010, and
the results of its operations and its cash flows for the three- and nine- month periods ended
September 30, 2010 and 2009. The results of operations for the first nine months of 2010 are
not necessarily indicative of the results to be expected for the full year. The accompanying
financial statements in this quarterly report should be read in conjunction with the financial
statements and notes thereto included in the Companys previously filed 2010 Quarterly Reports
on Form 10-Q and in the Companys 2009 Annual Report on Form 10-K.
The preparation of the Companys financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates and assumptions
that affect the amounts reported in these financial statements and accompanying notes. The more
significant areas requiring the use of managements estimates relate to mineral reserves,
reclamation and environmental obligations, valuation allowance for deferred tax assets, useful
lives utilized for depreciation, amortization and accretion calculations, future cash flows from
long-lived assets, and fair value of derivatives and other financial instruments. Actual
results could differ from these estimates.
The Company evaluates subsequent events through the date the financial statements are
issued. No subsequent events were identified that required additional disclosure in the
financial statements through the date of this filing.
NOTE 2
SALES
SALES
Mine Production
The Company mines and processes ores containing palladium, platinum, rhodium, gold, silver,
copper and nickel into intermediate and final products for sale to customers. Palladium,
platinum, rhodium, gold and silver are sent to third party refineries for final processing from
where they are sold to a number of consumers and dealers with whom the Company has established
trading relationships. Refined platinum group metals (PGMs) of 99.95% purity (rhodium of 99.9%)
in sponge form are transferred upon sale from the Companys account at third party refineries to
the account of the purchaser. By-product precious metals are normally sold at market prices to
customers, brokers or outside refiners. By-products of copper and nickel are produced by the
Company at less than commercial grade, so prices for these metals typically reflect a quality
discount. By-product sales are included in revenues from mine production.
The Company has a sales agreement with Ford Motor Company covering a portion of production
from the mines, that contains guaranteed floor and ceiling prices for metal delivered. Metal
sales under the agreement when not affected by the guaranteed floor or ceiling prices, are
priced at a slight discount to market. Under this sales agreement, the Company currently has
committed 80% of its palladium production and 70% of its platinum production from mining through
December 31, 2010. None of the Companys platinum or palladium production after 2010 is
currently committed.
The sales agreement contains termination provisions that allow Ford Motor Company to
terminate in the event the Company breaches certain provisions of the agreement and the Company
does not cure the breach within specified periods ranging from 10 to 30 days of notice.
6
Table of Contents
PGM Recycling
The Company purchases spent catalyst materials from third parties and processes these
materials in its facilities in Columbus, Montana to recover palladium, platinum and rhodium for
sale. It also accepts material supplied from third parties on a tolling basis, processing it
for a fee and returning the recovered metals to the supplier. The Company has entered into
sourcing arrangements for catalyst material with several suppliers. Under these sourcing
arrangements as currently structured, the Company in some cases may advance cash against a
shipment of material shortly before actually receiving the physical shipment. These advances
are included in Other assets on the Companys balance sheet until such time as the material has
been physically received and title has transferred to the Company. The Company holds a security
interest in materials procured by its largest supplier that have not been received by the
Company. Once the material is physically received and title has transferred, the associated
advance is reclassified from Other assets into Inventories. Finance charges collected on
advances and inventories prior to being earned are included in Other current liabilities on the
Companys balance sheet. Finance charges are reclassed from Other current liabilities to
Interest income ratably from the time the advance was made until the outturn date of the
inventory.
At the same time the Company purchases recycling material, it typically enters into a fixed
forward contract for future delivery of the PGMs contained in the recycled material at a price
consistent with the purchase cost of the recycled material. The contract commits the Company to
deliver finished metal on a specified date that normally corresponds to the expected out-turn
date for the metal from the final refiner. The purpose of this arrangement is to eliminate the
Companys exposure to fluctuations in market prices during processing, while at the same time
creating an obligation for the Company to deliver metal at a future point in time that could be
subject to operational risks. If the Company were unable to complete the processing of the
recycled material by the contractual delivery date, it could be required to purchase finished
metal in the open market to cover its delivery commitments, and then would bear the cost (or
benefit) of any change in the market price relative to the price stipulated in the delivery
contract.
Other
The Company makes other open market purchases of PGMs from time to time for resale to third
parties. The Company made no open market purchases in the three- month period ended September
30, 2010. The Company recognized revenue of $0.2 million on 400 ounces of PGMs that were
purchased in the open market and resold for the three- month period ended September 30, 2009.
Approximately 10,000 ounces and 15,500 ounces of PGMs were bought and resold at cost for the
nine- month periods ended September 30, 2010 and 2009, respectively, resulting in revenue of
$4.6 million and $5.8 million, respectively.
Total Sales
Total sales to significant customers as a percentage of total revenues for the three- and
nine- month periods ended September 30, 2010 and 2009 were as follows:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Customer A |
43 | % | 50 | % | 48 | % | 53 | % | ||||||||
Customer B |
19 | % | 23 | % | 19 | % | 21 | % | ||||||||
Customer C |
16 | % | * | 11 | % | * | ||||||||||
Customer D |
* | 12 | % | * | * | |||||||||||
78 | % | 85 | % | 78 | % | 74 | % | |||||||||
* | Represents less than 10% of total revenues |
7
Table of Contents
NOTE 3
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS
The Company uses various derivative instruments to manage its exposure to changes in
interest rates and PGM market commodity prices. Some of these derivatives are designated as
hedges. Because the Company hedges only with instruments that have a high correlation with the
value of the underlying exposures, changes in the derivatives fair value are expected to be
offset by changes in the value of the hedged transaction.
Commodity Derivatives
The Company customarily enters into fixed forward contracts and on occasion it also enters
into financially settled forward contracts to offset the price risk in its PGM recycling
activity. From time to time, it also enters into these types of contracts on portions of its
mine production. Under these customary fixed forward transactions, the Company agrees to
deliver a stated quantity of metal on a specific future date at a price stipulated in advance.
The Company uses fixed forward transactions primarily to price in advance the metals acquired
for processing in its recycling segment. Under the occasional financially settled forward
transactions, at each settlement date the Company receives the difference between the forward
price and the market price if the market price is below the forward price and the Company pays
the difference between the forward price and the market price if the market price is above the
forward price. These financially settled forward contracts are settled in cash at maturity and
do not require physical delivery of metal at settlement. The Company will typically use
financially settled forward contracts with third parties to reduce its exposure to price risk on
metal it is obligated to deliver under long-term sales agreements.
Mine Production
At present the Company has not entered into derivative instruments to hedge its mined
production.
PGM Recycling
The Company customarily enters into fixed forward sales relating to PGM recycling of
catalyst materials. The metals from PGM recycled materials are typically sold forward at the
time of purchase and delivered against the fixed forward contracts when the ounces are
recovered. All of these fixed forward sales contracts open at September 30, 2010, will settle
at various periods through January 2011. The Company has credit agreements with its major
trading partners that provide for margin deposits in the event that forward prices for metals
exceed the Companys hedged prices by a predetermined margin limit. As of September 30, 2010,
no such margin deposits
were outstanding or due.
Occasionally, the Company also enters into financially settled forward contracts on
recycled materials for which it hasnt entered into a fixed forward sale. Such contracts are
utilized when the Company wishes to establish a firm forward price for recycled metal on a
specific future date. No financially settled forward contracts were entered into during the
third quarter of 2010. The Company generally has not designated these contracts as cash flow
hedges, so they are marked to market at the end of each accounting period. The change in the
fair value of the derivatives is reflected in the income statement.
The following is a summary of the Companys commodity derivatives as of September 30, 2010:
PGM Recycling:
Fixed Forwards
Platinum | Palladium | Rhodium | ||||||||||||||||||||||
Settlement Period | Ounces | Avg. Price | Ounces | Avg. Price | Ounces | Avg. Price | ||||||||||||||||||
Fourth Quarter 2010 |
12,398 | $ | 1,549 | 15,216 | $ | 495 | 2,892 | $ | 2,261 | |||||||||||||||
First Quarter 2011 |
1,235 | $ | 1,630 | 1,455 | $ | 548 | 696 | $ | 2,216 |
8
Table of Contents
The following is the Effect of Derivative Instruments on the Statements of Operations and
Comprehensive Income (Loss) for the Three- and Nine-month periods Ended September 30, 2010 and 2009:
(in thousands)
Location of | Amount of Gain or (Loss) Recognized in Income | |||||||||||||||||||
Derivatives Not | Gain/(Loss) | Three months ended | Nine months ended | |||||||||||||||||
Designated as Cash | Recognized in | September 30, | September 30, | |||||||||||||||||
Flow Hedges | Income | 2010 | 2009 | 2010 | 2009 | |||||||||||||||
Fixed forward
contracts |
Other revenue | $ | | $ | | $ | | $ | 5 | |||||||||||
Fixed forward
contracts |
Other revenue | $ | | $ | | $ | | $ | (2 | ) | ||||||||||
Fixed forward
contracts |
PGM recycling revenue | $ | | $ | | $ | | $ | 243 | |||||||||||
Fixed forward
contracts |
PGM recycling revenue | $ | | $ | | $ | | $ | (47 | ) |
Fair Value of Derivative Instruments
(in thousands)
As of September 30,
Derivatives Not | Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||
Designated as Cash | Balance Sheet | Fair Value | Balance Sheet | Fair Value | ||||||||||||||||||||
Flow Hedges | Location | 2010 | 2009 | Location | 2010 | 2009 | ||||||||||||||||||
Fixed forward contracts |
$ | | $ | | Other current liabilities | $ | | $ | (3 | ) |
NOTE 4
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION
Stock Plans
The Company sponsors stock option plans (the Plans) that enable the Company to grant
stock options or nonvested shares to employees and non-employee directors. The Company has
options outstanding under three separate plans: the 1994 Incentive Plan, the General Plan and
the 2004 Equity Incentive Plan. The 1994 Incentive Plan and the General Plan have been
terminated. While no additional options may be issued under the two terminated plans, options
issued prior to plan termination remain outstanding. Authorized shares of common stock have
been reserved for options that were issued prior to the expiration of the 1994 Incentive Plan
and the General Plan. At inception of the plans, approximately 7.8 million shares of common
stock were authorized for issuance under the Plans, including approximately 5.2 million, 1.4
million and 1.2 million shares were authorized for the 2004 Equity Incentive Plan, the General
Plan and the 1994 Incentive Plan, respectively. Options for approximately 1.5 million shares
were available and reserved for grant under the 2004 Equity Incentive Plan as of September 30,
2010.
The Compensation Committee of the Companys Board of Directors administers the Plans and
determines the exercise period, vesting period and all other terms of instruments issued under
the Plans. Directors options vest over a six-month period after date of grant. Employees
options vest ratably over a three-year period after date of grant. Officers and directors
options expire ten years after the date of grant. All other options expire five to ten
9
Table of Contents
years
after the date of grant, depending upon the original grant date. The Company received $0.1
million and $0.5 million in cash from the exercise of stock options in the three- and nine-
month periods ended September 30, 2010, respectively. No stock options were exercised in the
three- and nine- month periods ended September 30, 2009.
Stock Options
The Company recognizes compensation expense associated with its stock option grants based
on their fair market value on the date of grant using a Black-Scholes option pricing model.
Stock option grants to employees generally vest in annual installments over a three year period.
The Company recognizes stock option expense ratably over the vesting period of the options. If
options are canceled or forfeited prior to vesting, the Company stops recognizing the related
expense effective with the date of forfeiture. The compensation expense, recorded in general
and administrative expense, related to the fair value of stock options during the three- month
periods ended September 30, 2010 and 2009, was $38,400 and $49,300, respectively, and $112,300
and $197,200 during the nine- month periods ended September 30, 2010 and 2009, respectively.
Total compensation expense related to nonvested stock options not yet recognized is $36,200,
$81,100, $27,500 and $6,600 for the remaining three months of 2010 and for years 2011, 2012 and
2013, respectively.
Nonvested Shares
Nonvested shares granted to non-management directors, certain members of management and
other employees as of September 30, 2010 and 2009, along with the related compensation expense
are detailed in the following table:
Compensation Expense | Compensation Expense | |||||||||||||||||||||||||||
Nonvested | Market | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
Shares | Value on | September 30, | September 30, | |||||||||||||||||||||||||
Grant Date | Vesting Date | Granted | Grant Date | 2010 | 2009 | 2010 | 2009 | |||||||||||||||||||||
April 27, 2006 |
April 27, 2009 | 288,331 | $ | 4,731,512 | $ | | $ | | $ | | $ | 421,524 | ||||||||||||||||
February 22, 2007 |
February 22, 2010 | 426,514 | $ | 5,433,788 | $ | | $ | 353,144 | (2) | $ | 234,618 | (1) | $ | 1,051,521 | (2) | |||||||||||||
February 4, 2008 |
February 4, 2011 | 16,741 | $ | 225,000 | $ | 43,933 | (1) | $ | 18,828 | $ | 81,589 | (1) | $ | 56,484 | ||||||||||||||
March 6, 2008 |
March 6, 2011 | 287,592 | $ | 5,283,065 | $ | 383,631 | (1) | $ | 427,288 | (2) | $ | 1,232,434 | (1) | $ | 1,271,990 | (2) | ||||||||||||
December 9, 2008 |
June 9, 2009 | 12,987 | $ | 40,000 | $ | | $ | | $ | | $ | 33,333 | ||||||||||||||||
January 26, 2009 |
July 26, 2009 | 9,852 | $ | 40,000 | $ | | $ | 5,714 | $ | | $ | 40,000 | ||||||||||||||||
May 7, 2009 |
November 7, 2009 | 55,656 | $ | 320,022 | $ | | $ | 176,457 | (3) | $ | | $ | 270,685 | (3) | ||||||||||||||
March 14, 2009 |
March 14, 2012 | 642,000 | $ | 1,964,520 | $ | 348,692 | (1) | $ | 163,625 | $ | 675,942 | (1) | $ | 359,513 | ||||||||||||||
April 16, 2009 |
March 14, 2012 | 328,819 | $ | 1,624,366 | $ | 178,578 | (1) | $ | 139,403 | $ | 447,778 | (1) | $ | 254,570 | ||||||||||||||
April 16, 2009 |
March 14, 2010 | 375,404 | $ | 1,854,496 | $ | | $ | 547,942 | (2) | $ | 369,223 | (1) | $ | 962,552 | (2) | |||||||||||||
August 5, 2009 |
February 5, 2010 | 5,857 | $ | 40,000 | $ | | $ | 12,174 | $ | 7,827 | $ | 12,174 | ||||||||||||||||
September 21, 2009 |
March 21, 2010 | 5,070 | $ | 40,000 | $ | | $ | 1,989 | $ | 17,680 | $ | 1,989 | ||||||||||||||||
February 18, 2010 |
February 18, 2013 | 604,775 | $ | 7,106,106 | $ | 1,665,420 | (1) | $ | | $ | 2,522,372 | (1) | $ | | ||||||||||||||
April 13, 2010 |
February 12, 2011 | 17,118 | $ | 260,536 | $ | 68,852 | (1) | $ | | $ | 133,738 | (1) | $ | | ||||||||||||||
April 13, 2010 |
February 12, 2013 | 73,535 | $ | 1,119,203 | $ | 152,663 | (1) | $ | | $ | 235,589 | (1) | $ | | ||||||||||||||
May 4, 2010 |
November 4, 2010 | 27,384 | $ | 400,080 | $ | 200,040 | $ | | $ | 324,509 | $ | | ||||||||||||||||
Total compensation expense of nonvested shares | $ | 3,041,809 | $ | 1,846,564 | $ | 6,283,299 | $ | 4,736,335 | ||||||||||||||||||||
(1) | Compensation expense in the third quarter and the first nine months of 2010 was reduced by $47,400 and $86,400, respectively, for forfeiture of 3,700 and 14,900 nonvested shares, respectively, granted in 2010, 2009, 2008 and 2007 to certain members of management and other employees who terminated employment in 2010. Additional compensation expense was recognized in the third quarter of 2010 of $1,492,300 due to immediate vesting of 277,400 nonvested shares granted in 2010, 2009, and 2008 to certain members of management and other employees who terminated employment in 2010. | |
(2) | Compensation expense in the third quarter and the first nine months of 2009 was reduced by $8,500 and $47,300, respectively, for forfeiture of 1,900 and 9,300 nonvested shares, respectively, granted in 2009, 2008 and 2007 to certain members of management and other employees who terminated employment in 2009. Additional compensation expense was recognized in the third quarter of 2009 of $43,900 due to immediate vesting of 17,200 nonvested shares granted on April 16, 2009 to certain employees. |
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(3) | A total of 13,914 nonvested shares granted on May 7, 2009, to two non-management directors immediately vested during the third quarter of 2009 upon their resignation from the Companys Board of Directors. Additional compensation expense recognized in the third quarter of 2009 was $16,500. |
NOTE 5
INCOME TAXES
INCOME TAXES
The Company determines income taxes using the asset and liability approach which results in
the recognition of deferred tax assets and liabilities for the expected future tax consequences
of temporary
differences between the carrying amounts and the tax basis of those assets and liabilities,
as well as operating loss and tax credit carryforwards, using enacted tax rates in effect in the
years in which the differences are expected to reverse. At September 30, 2010, the Company has
net operating loss carryforwards (NOLs), which expire at various times in years 2010 through
2030. The Company has reviewed its net deferred tax assets and has provided a valuation
allowance to reflect the estimated amount of net deferred tax assets which management considers,
more likely than not, will not be realized. As of September 30, 2010, the Company has no
accrual for its estimated alternative minimum tax (AMT) obligations associated with earnings
for the three-month and nine-month periods ended September 30, 2010. Based on the new tax
legislation, alternative minimum tax provisions accrued in the first and second quarters of 2010
were reversed at September 30, 2010. The Company now projects
all of the 2010 AMT income will be offset with AMT NOLs. No income tax provision was recognized for the comparable periods ended September 30,
2009. Changes in the Companys net deferred tax assets and liabilities have been offset by a
corresponding change in the valuation allowance.
The Companys policy is to recognize interest and penalties on unrecognized tax benefits in
Income tax provision in the Statements of Operations and Comprehensive Income (Loss). There was
no interest or penalties for the three- and nine-month periods ended September 30, 2010 and
2009. The tax years subject to examination by the taxing authorities are the years ending
December 31, 2009, 2008, 2007 and 2006.
NOTE 6
COMPREHENSIVE INCOME (LOSS)
COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) consists of earnings items and other gains and losses affecting
stockholders equity that are excluded from current net income (loss). As of September 30, 2010
and 2009, such items consisted of unrealized losses on available-for-sale marketable securities.
The following summary sets forth the changes in Accumulated other comprehensive income
(loss) in stockholders equity for the first nine months of 2010 and 2009:
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(in thousands)
Accumulated Other | ||||
Nine Months Ended September 30, 2010 | Comprehensive Income (Loss) | |||
Balance at December 31, 2009 |
$ | (90 | ) | |
Reclassification to earnings |
| |||
Change in value |
(194 | ) | ||
Comprehensive income (loss) |
$ | (194 | ) | |
Balance at March 31, 2010 |
$ | (284 | ) | |
Reclassification to earnings |
| |||
Change in value |
16 | |||
Comprehensive income (loss) |
$ | 16 | ||
Balance at June 30, 2010 |
$ | (268 | ) | |
Reclassification to earnings |
| |||
Change in value |
(200 | ) | ||
Comprehensive income (loss) |
$ | (200 | ) | |
Balance at September 30, 2010 |
$ | (468 | ) | |
(in thousands)
Accumulated Other | ||||
Nine Months Ended September 30, 2009 | Comprehensive Income (Loss) | |||
Balance at December 31, 2008 |
$ | (160 | ) | |
Reclassification to earnings |
| |||
Change in value |
(34 | ) | ||
Comprehensive income (loss) |
$ | (34 | ) | |
Balance at March 31, 2009 |
$ | (194 | ) | |
Reclassification to earnings |
| |||
Change in value |
81 | |||
Comprehensive income (loss) |
$ | 81 | ||
Balance at June 30, 2009 |
$ | (113 | ) | |
Reclassification to earnings |
| |||
Change in value |
92 | |||
Comprehensive income (loss) |
$ | 92 | ||
Balance at September 30, 2009 |
$ | (21 | ) | |
NOTE 7
DEBT
DEBT
Convertible Debentures
On March 12, 2008, the Company issued and sold $181.5 million aggregate principal amount of
senior convertible debentures due March 15, 2028 (debentures). The debentures pay interest at
1.875% per annum, payable semi-annually on March 15 and September 15 of each year, and commenced
on September 15, 2008. The debentures will mature on March 15, 2028, subject to earlier
repurchase or conversion. Each $1,000 principal amount of debentures is initially convertible,
at the option of the holders, into approximately 42.5351 shares of the Companys common stock,
at any time prior to the maturity date. The conversion rate is subject to certain adjustments,
but will not be adjusted for accrued interest or any unpaid interest. The conversion rate
initially represents a conversion price of $23.51 per share. Holders of the debentures may
require the Company to repurchase all or a portion of their debentures on March 15, 2013, March
15, 2018 and March 15, 2023, or at any time before March 15, 2028 upon the occurrence of certain
events including a change in control. The Company may redeem the debentures for cash beginning
on or after March 22, 2013.
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In October 2009, the Company undertook the exchange of $15 million face amount of the
convertible debentures for 1.84 million shares of the Companys common stock. The debentures so
acquired were retired. There is $166.5 million face value of the debentures outstanding as of
September 30, 2010.
Amortization expense related to the issuance costs of the debentures was $0.2 million and
$0.3 million for the three- month periods ended September 30, 2010 and 2009, respectively, and
$0.7 million and $0.8 million for the nine- month periods ended September 30, 2010 and 2009,
respectively. The interest expense on the debentures was $0.8 million and $0.9 million,
respectively, for the three- month periods ended September 30, 2010 and 2009, and $2.3 million
and $2.6 million, respectively, for the nine- month periods ended September 30, 2010 and 2009.
The Company made cash payments of $1.6 million and $1.7 million for interest on the debentures
during the three- month periods ended September 30, 2010 and 2009, respectively. The Company
made cash payments of $3.1 million and $3.4 million for interest on the debentures during the
nine- month periods ended September 30, 2010 and 2009, respectively.
NOTE 8
SEGMENT INFORMATION
SEGMENT INFORMATION
The Company operates two reportable business segments: Mine Production and PGM Recycling.
These segments are managed separately based on fundamental differences in their operations.
The Mine Production segment consists of two business components: the Stillwater Mine and
the East Boulder Mine. The Mine Production segment is engaged in the development, extraction,
processing and refining of PGMs. The Company sells PGMs from mine production under long-term
sales agreements, through derivative financial instruments and in open PGM markets. The
financial results of the Stillwater Mine and the East Boulder Mine have been aggregated, as both
have similar products, processes, customers, distribution methods and economic characteristics.
The PGM Recycling segment is engaged in the recycling of spent catalyst material to recover
the PGMs contained in the material. The Company allocates costs of the smelter and base metal
refinery to both the Mine Production segment and to the PGM Recycling segment for internal and
segment reporting purposes because the Companys smelting and refining facilities support the
PGM extraction of both business segments.
The All Other group primarily consists of assets, revenues, and expenses of various
corporate and support functions.
The Company evaluates performance and allocates resources based on income or loss before
income taxes. The following financial information relates to the Companys business segments:
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(in thousands)
Mine | PGM | All | ||||||||||||||
Three Months Ended September 30, 2010 | Production | Recycling | Other | Total | ||||||||||||
Revenues |
$ | 88,222 | $ | 54,650 | $ | | $ | 142,872 | ||||||||
Depreciation and amortization |
$ | 17,951 | $ | 129 | $ | | $ | 18,080 | ||||||||
Interest income |
$ | | $ | 314 | $ | 322 | $ | 636 | ||||||||
Interest expense |
$ | | $ | | $ | 1,633 | $ | 1,633 | ||||||||
Income (loss) before income taxes |
$ | 12,046 | $ | 3,149 | $ | (9,784 | ) | $ | 5,411 | |||||||
Capital expenditures |
$ | 9,006 | $ | 1,800 | $ | 129 | $ | 10,935 | ||||||||
Total assets |
$ | 386,343 | $ | 40,093 | $ | 351,802 | $ | 778,238 |
(in thousands)
Mine | PGM | All | ||||||||||||||
Three Months Ended September 30, 2009 | Production | Recycling | Other | Total | ||||||||||||
Revenues |
$ | 85,552 | $ | 26,207 | $ | 245 | $ | 112,004 | ||||||||
Depreciation and amortization |
$ | 18,504 | $ | 45 | $ | | $ | 18,549 | ||||||||
Interest income |
$ | | $ | 242 | $ | 144 | $ | 386 | ||||||||
Interest expense |
$ | | $ | | $ | 1,724 | $ | 1,724 | ||||||||
Income (loss) before income taxes |
$ | 10,832 | $ | 1,705 | $ | (8,323 | ) | $ | 4,214 | |||||||
Capital expenditures |
$ | 7,053 | $ | 32 | $ | 9 | $ | 7,094 | ||||||||
Total assets |
$ | 417,193 | $ | 19,340 | $ | 285,971 | $ | 722,504 |
(in thousands)
Mine | PGM | All | ||||||||||||||
Nine Months Ended September 30, 2010 | Production | Recycling | Other | Total | ||||||||||||
Revenues |
$ | 275,991 | $ | 130,591 | $ | 4,622 | $ | 411,204 | ||||||||
Depreciation and amortization |
$ | 52,997 | $ | 212 | $ | | $ | 53,209 | ||||||||
Interest income |
$ | | $ | 973 | $ | 596 | $ | 1,569 | ||||||||
Interest expense |
$ | | $ | | $ | 4,902 | $ | 4,902 | ||||||||
Income (loss) before income taxes |
$ | 52,134 | $ | 9,415 | $ | (27,717 | ) | $ | 33,832 | |||||||
Capital expenditures |
$ | 30,574 | $ | 4,742 | $ | 206 | $ | 35,522 | ||||||||
Total assets |
$ | 386,343 | $ | 40,093 | $ | 351,802 | $ | 778,238 |
(in thousands)
Mine | PGM | All | ||||||||||||||
Nine Months Ended September 30, 2009 | Production | Recycling | Other | Total | ||||||||||||
Revenues |
$ | 226,691 | $ | 60,166 | $ | 5,752 | $ | 292,609 | ||||||||
Depreciation and amortization |
$ | 52,667 | $ | 134 | $ | | $ | 52,801 | ||||||||
Interest income |
$ | | $ | 534 | $ | 937 | $ | 1,471 | ||||||||
Interest expense |
$ | | $ | | $ | 5,182 | $ | 5,182 | ||||||||
Income (loss) before income taxes |
$ | 16,714 | $ | 4,956 | $ | (24,574 | ) | $ | (2,904 | ) | ||||||
Capital expenditures |
$ | 32,171 | $ | 32 | $ | 79 | $ | 32,282 | ||||||||
Total assets |
$ | 417,193 | $ | 19,340 | $ | 285,971 | $ | 722,504 |
NOTE 9
INVENTORIES
INVENTORIES
For purposes of inventory accounting, the market value of inventory is generally deemed
equal to the Companys current cost of replacing the inventory, provided that: (1) the market
value of the inventory may not exceed the estimated selling price of such inventory in the
ordinary course of business less reasonably predictable costs of completion and disposal, and
(2) the market value may not be less than net realizable value reduced by an allowance for a
normal profit margin. No adjustments were made to the inventory value in the three- and nine-
month periods ended September 30, 2010. In accounting for inventory costs that exceeded market
values, the Company reduced the aggregate inventory carrying value of certain components of its
in-process and finished goods inventories by $1.0 million and $6.6 million, respectively, for
inventory associated with mine production for the three- and nine- month periods ended September
30, 2009, respectively.
The costs of mined PGM inventories as of any date are determined based on combined
production costs per ounce and include all inventoriable production costs, including direct
labor, direct materials, depreciation and amortization and other overhead costs relating to
mining and processing activities incurred as of such date.
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The costs of recycled PGM inventories as of any date are determined based on the
acquisition cost of the recycled material and include all inventoriable processing costs,
including direct labor, direct materials and third party refining costs which relate to the
processing activities incurred as of such date.
Inventories reflected in the accompanying balance sheets consisted of the following:
(in thousands)
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
Metals inventory |
||||||||
Raw ore |
$ | 1,366 | $ | 1,163 | ||||
Concentrate and in-process |
38,479 | 23,985 | ||||||
Finished goods |
37,787 | 45,537 | ||||||
77,632 | 70,685 | |||||||
Materials and supplies |
17,824 | 18,282 | ||||||
Total inventory |
$ | 95,456 | $ | 88,967 | ||||
NOTE 10
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing net earnings (loss) available to
common stockholders by the weighted average number of common shares outstanding during the
period. Diluted earnings (loss) per share reflect the potential dilution that could occur if
the Companys dilutive outstanding stock options or nonvested shares were exercised or vested
and the Companys convertible debt was converted. No adjustments were made to reported net
income (loss) in the computation of basic earnings (loss) per share or diluted earnings (loss)
per share for the three- and nine- month periods ended September 30, 2010, and 2009. The
Company currently has only one class of equity shares outstanding.
A total of 41,596 and 45,964 stock option weighted shares of common stock were included in
the computation of diluted earnings (loss) per share for the three- and nine- month periods
ended September 30, 2010, respectively. Outstanding options to purchase 480,244 and 485,156 of
weighted shares of common stock were excluded from the computation of diluted earnings (loss)
per share for the three- and nine- month periods ended September 30, 2010, respectively, because
the market price at the end of the period was lower than the exercise price, and therefore the
effect would have been antidilutive.
Outstanding options to purchase 8,206 shares were included in the computation of diluted
earnings per share in the three- month period ended September 30, 2009. Outstanding options to
purchase 768,998 of weighted shares of common stock were excluded from the computation of
diluted earnings per share for the three- month period ended September 30, 2009, because the
market price at the end of the period was lower than the exercise price, and therefore the effect would have been
antidilutive. All of the outstanding options to purchase 745,180 shares were excluded from the
computation of diluted earnings (loss) per share for the nine- month period ended September 30,
2009, because the Company reported a net loss so the effect would have been antidilutive because
inclusion of these options would have reduced the net loss per share.
The effect of outstanding nonvested shares was to increase diluted weighted average shares
outstanding by 1,172,068 and 1,108,121 shares for the three- and nine- month periods ended
September 30, 2010, respectively. Outstanding nonvested shares of 813,817 were included in the
computation of diluted earnings (loss) per share for the three- month period ended September 30,
2009. All outstanding nonvested shares of 546,806 were excluded from the computation of diluted
earnings (loss) per share for the nine- month period ended September 30, 2009, because the
Company reported a net loss and inclusion of any of these nonvested shares would have reduced
the net loss per share amounts.
All shares of common stock applicable to the outstanding convertible debentures were
excluded from the computation of diluted weighted average shares in the three- and nine- month
periods ended September 30, 2010, and 2009 because the net effect of assuming all the debentures
were converted would have been antidilutive.
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NOTE 11
REGULATIONS AND COMPLIANCE
REGULATIONS AND COMPLIANCE
At September 30, 2010, the Company believes all underground operations are in compliance
with Mine Safety and Health Administration (MSHA) limits on diesel particulate matter (DPM)
exposure for underground miners through the use of blended bio-diesel fuels, post exhaust
treatments, power train advances and high secondary ventilation standards. No assurance can be
given that any lack of compliance will not impact the Company in the future.
Nitrogen concentrates in groundwater have been elevated above background levels at both the
Stillwater Mine and the East Boulder Mine as a result of operational activities and discharges
currently authorized under permit. Noncompliance with standards have occurred in some instances
and are being addressed by the Company through action plans approved by the appropriate federal
and state regulatory agencies. Additionally, an Administrative Order on Consent (AOC) has been
approved in response to exceedances at the East Boulder Mine which modifies enforcement limits
and provides for Agency approval of remedial actions under the compliance plan. In view of its
efforts to comply and progress to date in implementing remedial and advanced treatment
technologies, the Company does not believe that failure to be in strict compliance will have a
material adverse effect on the Companys financial position, results of operations and cash
flows.
NOTE 12
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to
transfer a liability (an exit price) in an orderly transaction between market participants and
also establishes a fair value hierarchy which requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring fair value. The
fair value hierarchy distinguishes three levels of inputs that may be utilized when measuring
fair value: Level 1 inputs (using quoted prices in active markets for identical assets or
liabilities), Level 2 inputs (using external inputs other than Level 1 prices, such as quoted
prices for similar assets and liabilities in active markets or inputs that are observable for
the asset or liability) and Level 3 inputs (unobservable inputs supported by little or no market
activity based on internal assumptions used to measure assets and liabilities). The
classification of each financial asset or liability within the above hierarchy is determined
based on the lowest level input that is significant to the fair value measurement.
Financial assets and liabilities measured at fair value on a recurring basis at September
30, 2010 and December 31, 2009, consisted of the following:
(in thousands)
Fair Value Measurements | ||||||||||||||||
At September 30, 2010 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Mutual funds |
$ | 948 | $ | 948 | $ | | $ | | ||||||||
Investments |
$ | 202,260 | $ | 202,260 | $ | | $ | |
(in thousands)
Fair Value Measurements | ||||||||||||||||
At December 31, 2009 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Mutual funds |
$ | 749 | $ | 749 | $ | | $ | | ||||||||
Investments |
$ | 34,515 | $ | 34,515 | $ | | $ | |
The fair value of mutual funds and investments is based on market prices which are readily
available. Unrealized gains or losses on mutual funds and investments are recorded in
Accumulated other comprehensive income (loss).
Financial assets and liabilities measured at fair value on a nonrecurring basis at
September 30, 2010 and December 31, 2009, consisted of the following:
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(in thousands)
Fair Value Measurements | ||||||||||||||||
At September 30, 2010 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Convertible debentures |
$ | 171,495 | $ | | $ | 171,495 | $ | | ||||||||
Exempt facility
revenue bonds |
$ | 27,241 | $ | | $ | | $ | 27,241 |
(in thousands)
Fair Value Measurements | ||||||||||||||||
At December 31, 2009 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Convertible debentures |
$ | 139,028 | $ | | $ | 139,028 | $ | | ||||||||
Exempt facility
revenue bonds |
$ | 25,619 | $ | | $ | | $ | 25,619 |
The Company used implicit interest rates of comparable unsecured obligations to calculate
the fair value of the Companys $30 million 8% Series 2000 exempt facility industrial revenue
bonds at September 30, 2010 and December 31, 2009. The Company used its current trading data to
determine the fair value of the Companys $166.5 million 1.875% convertible debentures at
September 30, 2010 and December 31, 2009.
ITEM 2
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The commentary that follows should be read in conjunction with the financial statements
included in this quarterly report, in the Companys previously filed 2010 Quarterly Reports on
Form 10-Q and in the Companys 2009 Annual Report on Form 10-K.
Overview
Stillwater Mining Company (the Company) is a Delaware corporation, headquartered in
Billings, Montana and listed on the New York Stock Exchange under the symbol SWC. The Company
mines, processes, refines and markets palladium and platinum ores from two underground mines
situated within the J-M Reef, an extensive trend of PGM mineralization located in Stillwater and
Sweet Grass Counties in south central Montana. Ore produced from each of the mines is crushed
and concentrated in a mill at each mine site. The resulting concentrates are then trucked to
the Companys smelting and refining complex in Columbus, Montana which processes the mine
concentrates and also recycles spent catalyst materials received from third parties. A portion
of the recycling material is purchased for the Companys own account and the balance is toll
processed on behalf of others. The finished product of the refinery is a PGM-rich filter cake
which is shipped to third parties for final refining into finished metal.
For the third quarter of 2010, the Company reported net income of $5.9 million, or $0.06
per share, higher than the $4.2 million, or $0.04 per share, reported in the third quarter 2009.
Stronger realized prices in the 2010 third quarter for the Companys primary products,
palladium and platinum, more than offset lower ounce production
compared to the third quarter of 2009. The Companys combined average realized price for
each metal differs from equivalent average market prices as the result of various contractual
provisions, which include ceiling prices that apply to a portion of the Companys mined
platinum, floor prices that during the third quarter of 2009 benefited most of the Companys
mined palladium, small contractual discounts on those volumes not subject to floors or ceilings,
and selling prices based on monthly averages which generally lag the market price by one month.
The Companys average realized price on sales of mined palladium and platinum was $687 per ounce
in the third quarter of 2010, lower than the $725 per ounce realized in the second quarter of
2010 but higher than the $574 per ounce realized in the third quarter of 2009.
Mine production of palladium and platinum totaled 122,400 ounces in the 2010 third quarter,
an 8.7% improvement over the 112,600 ounce production in the second quarter of 2010, still a
5.2% decrease from the 129,100 total ounces produced during the third quarter of 2009; the lower
production in the third quarter of 2010 was primarily attributable to operational and grade
issues in the off-shaft area of the Stillwater Mine. The
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Companys total available liquidity,
expressed as cash plus short-term investments, continued to increase during the quarter, and at
September 30, 2010, was $259.0 million, up from $228.1 million at June 30, 2010, and $201.2
million at the end of 2009. Net working capital (including cash and investments) also increased
over the quarter to $334.9 million at September 30, 2010, up from $316.9 million at the end of
second quarter 2010 and $269.5 million at year end 2009.
Revenues
from PGM recycling more than doubled between the third quarter of
2009 and the third quarter of this year, increasing to $54.7 million
in the third quarter of 2010 from $26.2 million for the same period
in 2009. The increase in PGM recycling revenues is a combination of
higher prices realized for PGM sales thus far in 2010 as compared to
2009, and higher volumes sold. The Companys combined average
realization on recycling sales (which include palladium, platinum and
rhodium) was $1,099 per ounce in the third quarter of 2010, up 60.2%
from $686 per ounce realized in the third quarter of last year.
Recycled ounces sold increased to 48,900 ounces in the third quarter
of this year from 37,000 ounces in the third quarter of 2009.
Recycled ounces, including ounces processed on a toll basis, increased
to 78,500 ounces in the third quarter of 2010 from 60,800 ounces in
the third quarter of 2009.
On September 7, 2010, the Company announced that it had entered into a Plan of Arrangement
to acquire the PGM-copper assets of Marathon PGM Corporation (Marathon), a Canadian
exploration company listed on the Toronto Stock Exchange. (A copy of the Plan of Arrangement,
as amended, is provided as an exhibit to this quarterly report). Marathon holds a number of
PGM-copper assets that are of particular interest to the Company, including a
resource, as defined by a feasibility study, known as the Marathon project in Ontario, Canada located near the town of Marathon at
the northern extremity of Lake Superior. The feasibility study for this property contemplates
producing about 200,000 ounces per year of palladium and platinum, along with about 39 million
pounds per year of copper, from an open-pit operation expected to be in production by 2014.
Cost of constructing the mine is estimated to be about $400 million, to be funded out of the
Companys internally generated cash flow and supplemental external financing. The
feasibility study anticipates an active mine life of approximately 12 years, although there may
be resource potential to extend the mine life. The Company made a $2.9 million
investment in Marathon PGM Corporation in conjunction with the
signing of the Marathon transaction in order to fund Marathon
liquidity needs.
Mining Operations
The Companys operating objectives for the full year of 2010 initially included targeted
mine production of 515,000 combined ounces of palladium and platinum, which was lowered in the
second quarter of 2010 to 490,000 combined ounces of palladium and platinum at a total
consolidated cash cost per ounce of $385, and capital expenditures of about $57 million. These
forecasts are being updated directionally to reflect continuing
production challenges at both mines. The new guidance is a full year
production objective of between 480,000 to 490,000 ounces at a total
consolidated cash cost of between $395 and $400 per ounce.
(Total consolidated cash cost per ounce
is a non-GAAP measure of extraction efficiency please see Reconciliation of non-GAAP
measures to Costs of Sales below for a discussion of how this measure is derived).
Capital expenditure guidance remains targeted at $57 million. After a
strong start this year, mine production declined somewhat during the second and third quarters,
largely as a result of operational challenges at the Stillwater Mine. During the third quarter
of 2010, the Companys two operating mines produced 122,400 ounces of palladium and platinum at
a total consolidated cash cost of $402 per ounce up from $357 per ounce in the third quarter
of 2009. Year to date in 2010, combined mine output of palladium and platinum has totaled
364,000 ounces at an average total cash cost per ounce of $386; that compares to 391,600 ounces
through nine months of 2009 at a total cash cost of $363 per ounce. The higher total cash costs
per ounce experienced this year reflects in part the effect on royalties and taxes of higher PGM
prices, but mostly are the result of lower overall realized ore grades at the Stillwater Mine.
Capital spending in the third quarter of 2010 was $10.9 million, bringing year-to-date 2010
spending to $35.5 million. Capital to date is lagging the planned level of spending, mainly
reflecting the under-budget final cost of constructing the Companys new recycle crushing and
sampling facility in Columbus.
Third quarter 2010 palladium and platinum production at the Stillwater Mine totaled 89,600
ounces, an improvement over the 79,200 ounces in the second quarter of 2010, but remained below
the 95,100 ounces
produced in the third quarter of 2009. As discussed in the Companys previous filings, the
lower third quarter production was not unexpected, as the Company has diverted additional
resources from production into mine development particularly at the Stillwater Mine. In part
because of lower mine development spending in 2009, this year the mine has had limited
flexibility to balance production among alternate mining areas consequently the Company has
diverted resources into mine development during the second and third quarters of 2010 in an
effort to realize stronger performance going forward.
Stillwater Mines total cash costs of $374 per ounce for the third quarter of 2010 were
higher than originally planned and above the $344 per ounce for the third quarter of 2009,
driven by increased royalties and taxes resulting from higher prices, and by the lower mine
production. However, looking instead at total cash cost per ton (another non-GAAP measure), for
the 2010 third quarter Stillwater Mine incurred $170 per ore ton milled, compared to $167 per
ore ton milled in the same period last year. Likewise, year to date in 2010 Stillwater Mine
total cash costs per ton have been $168, a little lower than the $175 per ore ton for the first
nine months of 2009.
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The relatively flat cash costs per ore ton milled and rising cash costs per
ounce are consistent with the lower average ore grade realized at the Stillwater Mine during
2010. A higher than usual proportion of mining stopes in the off-shaft area of the mine are
currently either early or late in their production life and ore grades tend to be more
variable at those points in the life cycle than on average. Also, a higher proportion of
Stillwater Mine production has come out of the upper west area of the mine this year, and ore
grades in the upper west tend to be lower than in the off-shaft area.
Capital expenditures at the Stillwater Mine have totaled $24.1 million year to date,
slightly above plan and a little ahead of the $21.7 million spent during the first nine months
of 2009. Primary development year to date at the Stillwater Mine has advanced about 14,400 feet,
about 15% ahead of plan, but to some extent this has been at the expense of secondary
development, which at about 10,000 feet is behind plan. Diamond drilling footages to date in
2010 at the Stillwater Mine total about 218,000 feet, about 8% better than planned.
Mining production at the East Boulder Mine through the third quarter has continued on plan,
with combined palladium and platinum production of 32,800 ounces; however, total cash costs of
$480 per ounce are higher than plan. In comparison, during the third quarter of 2009 the East
Boulder Mine produced 34,000 ounces of palladium and platinum at a total cash cost of $391 per
ounce. Capital expenditures at the mine were $0.9 million in the third quarter of 2010 compared
to $1.3 million in the third quarter of 2009. Actual primary development at the East Boulder
Mine has advanced about 2,000 feet year to date, while secondary development has advanced 9,500
feet to date in 2010. In total, development footage at the East Boulder is about 6% behind
plan. Diamond drilling footage has totaled about 71,200 feet so far this year, also close to
plan.
Recognizing the challenges facing the Stillwater Mine in particular during 2010,
the Company is updating directionally its production
guidance for the full year of 2010 from 490,000 ounces of mined
palladium and platinum to be in the range of between 480,000 to 490,000
combined ounces. As a result, average combined total cash costs for the full year 2010 are now
projected to increase to between $395 and $400 per ounce from the $385 per ounce guidance. Capital
spending for the full year of 2010 remains targeted at $57 million,
consistent with our earlier guidance of $50 million, reflecting additional infrastructure development and some
tactical opportunities to strengthen operations modestly in 2011 and 2012.
Engineering assessments of mining conditions for the balance of 2010 suggest that ore
grades are likely to remain lower on average than projected
previously. These lower
realized ore grades are believed to be primarily a consequence of
timing and area of the mine. In conjunction with its customary review
of reserves at year end, the Company intends to examine ore grade
changes to determine if there is any long-term trend.
The Companys sales agreement with Ford Motor Company, which expires at the end of 2010,
currently has committed 80% of the Companys palladium production and 70% of its platinum
production from mining through the end of 2010 and contains certain guaranteed floor and ceiling
prices for metal delivered. Metal sales under the agreement, when not affected by the
guaranteed floor or ceiling prices, are priced at a slight discount to market. None of the
Companys mined palladium or platinum production after 2010 is currently under contract. If the
Ford agreement were not replaced, the Company believes it could sell all of its production on a
spot basis into terminal markets with virtually no detrimental effect on market prices.
Nevertheless, the Company is engaged in discussions at this time with various potential
customers for its mined palladium and platinum and expects ultimately to enter into new supply
agreements for its metal production, likely absent floor or ceiling price provisions as in past
contracts. The likely absence of floor prices in any successor contract to the Ford agreement
after 2010 will increase the Companys financial exposure to low PGM prices. The absence of the
ceiling prices in any successor contracts also will increase the Companys opportunity to
realize fully on higher prices. In the current rising market the Company believes the
elimination of contractual floor and ceiling prices will benefit its shareholders as it is the
equivalent of eliminating forward hedges.
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PGM Recycling
Along with its mine concentrates, the Company also processes spent catalyst material
through its smelting and refining facilities in Columbus, Montana, ultimately recovering
palladium, platinum and rhodium from these materials. For the third quarter of 2010, the
Company earned $3.1 million from recycling operations on revenues of $54.7 million, reflecting a
combined average realization (including rhodium) of $1,099 per sold ounce. By comparison, in
the third quarter of 2009 the Companys net income from recycling operations was $1.7 million on
revenues of $26.2 million, a combined average realization of $686 per sold ounce. Total tons of
recycling material processed during the third quarter of 2010, including tolled material,
averaged 13.8 tons per day, up from 9.6 tons per day in the third quarter of 2009. Higher PGM
prices have created a stronger incentive for suppliers to collect material, and this year the
Company has been able to enter into new sourcing arrangements for catalyst material with several
suppliers. Total ounces recycled in the third quarter of 2010, including toll ounces processed,
was 78,500 ounces compared to 60,800 ounces in the third quarter of 2009. Total ounces recycled
in the first nine months of 2010, including toll ounces, was 297,000 ounces compared to 160,100
in the first nine months of 2009.
The Company believes it enjoys certain competitive advantages in the recycling business.
The smelting and refining complex in Columbus, Montana already processes mined PGM concentrates,
which contain not only PGMs, but also significant quantities of nickel and copper as
by-products. Consequently, the Company is able to recycle catalyst material within its system
at an incremental cost which is lower than other processors. In addition, the nickel and
copper in the mine concentrates act metallurgically as natural collectors of the PGMs, improving
PGM recoveries significantly. Moreover, the Company also believes the physical location of its
processing facilities provides a logistical advantage over smelters in Europe and South Africa.
And as described below, the Company is incorporating certain technological innovations that may
contribute further benefit.
The Company has taken steps over the past year or so to reposition itself in the recycling
business. In May 2009, the Company commissioned a new electric furnace in the Columbus smelter,
increasing throughput capacity and creating backup furnace capacity in the event of planned or
unforeseen outages. During the third quarter 2010, the Company commissioned a dedicated
catalyst processing and sampling plant that allows for the segregation and handling of multiple
batches of recycling material simultaneously. During the fourth quarter 2010 the Company plans
to commission a state-of-the-art assay laboratory utilizing an automated x-ray facility that
will provide accurate results with faster turnaround times than conventional fire assay methods.
New laboratory software will support this automated x-ray system as well as other laboratory
processes. All of these new capabilities are expected to be in place and operational by the end
of 2010.
In acquiring recycled automotive catalysts, the Company sometimes advances funds to its
suppliers ahead of actually receiving material in order to facilitate procurement efforts. Such
outstanding procurement advances that were not backed up by inventory on hand at September 30,
2010 and 2009, totaled $1.8 million and $2.6 million, respectively.
Marathon PGM Corporation Acquisition
On September 7, 2010, the Company announced that it had entered into a Plan of Arrangement
to acquire the PGM-copper assets of Marathon PGM Corporation (Marathon), a Canadian
exploration company listed on the Toronto Stock Exchange. (A copy of the Plan of Arrangement,
as amended, is provided as an exhibit to this quarterly report). Marathon holds a number of
PGM-copper assets that are of particular interest to the Company,
including a resource, as defined by a feasibility study, known as the Marathon project in Ontario, Canada located near the town of Marathon at
the northern extremity of Lake Superior. The feasibility study for this property contemplates
producing about 200,000 ounces per year of palladium and platinum, along with about 39 million
pounds per year of copper, from an open-pit operation expected to be in production by 2014.
Cost of constructing the mine is estimated to be about $400 million, to be funded out of the
Companys internally generated cash flow and supplemental external financing. The
feasibility study anticipates an active mine life of approximately 12 years, although there may
be resource potential to extend the mine life.
The Plan of Arrangement contemplates a transaction in which Marathon will first spin out
certain gold exploration properties to its existing shareholders, through a new company, Marathon Gold
Corporation.
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The Company will then acquire the outstanding shares of Marathon in return for cash
and Company shares. The agreement provides that Marathon shareholders will receive 0.112
Company common shares plus Cd$1.775 in cash and 0.5 shares of Marathon Gold in exchange for
each Marathon share. In total, the Company expects to issue about 3.9 million new common shares
and Cd$61.7 million in cash to the Marathon shareholders in completing the acquisition for a
total acquisition cost of $118.0 million at the time of the announcement. Closing of the
transaction is contingent upon a favorable vote of the Marathon shareholders and securing
various regulatory approvals in Canada.
The Company made a $2.9 million investment in Marathon PGM
Corporation in conjunction with the signing of the Marathon
transaction in order to fund Marathon liquidity needs.
The Marathon transaction fits well into the Companys long-term strategy to diversify its
mining activities. The size of this transaction is manageable financially, and the location is
politically stable and logistically accessible. The Marathon area is well developed with
extensive infrastructure already established, and there is other active mining in the general
vicinity of the project. The new mine will create a significant number of jobs in an area with
relatively high unemployment.
Outlook for PGM Prices and Supply
Platinum and palladium market prices generally trended up during the 2010 third quarter,
with both metals closing on their highs for the quarter of $1,662 and $573 per ounce,
respectively. Second quarter 2010 market prices averaged somewhat higher than third quarter
prices, but had declined during May and June in response to European economic uncertainty and
associated strengthening of the U.S. dollar. The third-quarter 2010 upward trend in PGM prices
was likely driven by several factors, including a weakening U.S. dollar in anticipation of
additional quantitative easing in the U.S. economy, uncertainties regarding the timing and
extent of economic recovery, and some investor movement into commodities as a store of value.
The Company expects that as the world economy gradually recovers, there will be continued strong
demand from Asia for PGMs and raw materials, a steady recovery in automotive demand, and
resulting investor interest in platinum group metals. With respect to supply, there appears to
have been a substantial reduction in palladium exports from the Russian government stockpiles in
2010. These supply and demand factors have combined to support PGM prices this year. As
discussed in the Companys 2009 Annual Report, the Company believes that longer-term market
fundamentals also appear favorable for PGMs.
However, this market view also encompasses certain risks. PGM trading volumes are
relatively thin and their markets have limited liquidity, particularly in comparison to markets
for other precious metals and the major industrial metals. Consequently, PGM prices
historically have been volatile and difficult to forecast. PGM prices may be affected
favorably or unfavorably by numerous factors, including the level of industrial demand,
particularly from the automotive sector; supply factors that include changes in mine production
and inventory activity; and by shifts in investor sentiment. Recent PGM prices are
comparatively high by historical standards, and to some extent these price levels are likely
driven by investor sentiment that could shift away from precious metals if other markets become
more attractive. The Company attempts to manage this market volatility in several ways,
including by entering into long-term supply agreements, in some cases through metal hedging, by
investing in the developed state of the mines, attention to cost controls and monitoring
liquidity to bridge periods when PGM prices are low.
Automotive demand has generally continued to strengthen worldwide during 2010 after a
difficult year in 2009. Production of vehicles in North America reportedly reached 9.1 million
units in the first nine months of 2010, up sharply from about 5.9 million units in the same
period last year. Reports from China suggest that auto production growth there has remained
strong this year, although perhaps slowing a little in the third quarter, following a record
pace of growth that continued in China even during the worst of the economic downturn. Despite
measures taken to slow the exuberant Chinese economy, gross domestic product (GDP) there still
grew at about 9.4% in the first nine months of 2010. Analysts have projected that the world
wide vehicle build rate during the third quarter 2010 exceeded the build
rate prior to the 2008 financial collapse due to the surging Chinese vehicle production.
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For the past 20 years, a key supplementary source of palladium supply to the market has
been sales out of the Russian governments Cold War strategic stockpiles. In many of those
years, such sales have made the difference between surplus and deficit in the palladium market.
Because the size of the stockpile and the volumes of stockpile sales are not disclosed by the
Russian government, stockpile sales of Russian palladium generally are tracked by monitoring
international trade statistics, including Russian exports of metal in particular to Switzerland,
but also to the U.S. and Hong Kong. For the past two decades such exports have typically
averaged between one and two million ounces annually. However, the volumes appear to have
declined during 2009 and 2010, thus potentially constraining a key source of swing palladium
supply.
Mine production of palladium and platinum worldwide, which has fallen significantly
since peaking in 2006, appears to be strengthening slightly in 2010 after declining modestly
during 2009. North American Palladiums Lac des Iles Mine in Canada, which was shut down for
about 18 months, reopened during the 2010 second quarter, bringing about 140,000 ounces per year
of palladium production back onto the market. MMC Norilsk Nickel, the large Russian mining
company that produces about 50% of the worlds annual palladium output and is also the majority
shareholder of the Company, has indicated its 2010 palladium production likely will be equal to
or slightly above its output in 2009. And the South African producers collectively seem to be
projecting small increases in their output year-on-year, although recent operational issues
there may make those increases difficult to achieve. Overall, it appears that PGM supplies
remain relatively constrained, even in the face of fairly significant increases in PGM prices.
The introduction of new platinum- and palladium-based exchange-traded-funds (ETFs) into
the U.S. market in January of this year provided a new investment vehicle for accessing these
metals. Shares in these ETFs are fully collateralized by platinum and palladium held in bank
vaults, and so are essentially surrogates for owning the metals themselves. At the end of the
third quarter of 2010, the various PGM ETFs worldwide reportedly held in aggregate about a
million ounces of platinum and 1.8 million ounces of palladium. Growth in worldwide platinum
and palladium ETF holdings generally flattened out after May of this year as PGM prices softened
in the face of a stronger dollar. However, with the subsequent weakening of the U.S. dollar
against the euro in late September and October of 2010, sales of EFTs appeared to be
strengthening again. Interestingly, experience to date has shown very little net liquidation of
ETF holdings when PGM prices weaken even during the steep price decline in the second half of
2008.
Strategic Areas of Emphasis
The Companys management has identified and focused on three broad strategic areas of
emphasis. While specific initiatives have varied as markets have shifted and the Company has
progressed, these fundamental strategic directions continue to provide a basic framework for
managements efforts to strengthen performance.
1. Be a Safe, Low-Cost Operator
The Company maintains that companies with safe operations also tend to be well managed and
efficient in other important areas. The Company measures safety performance using several
criteria, including the frequency and severity of medical reportable incidents and lost-time
accidents in comparison to the Companys own historical performance and relative to other mining
operations in the industry. Safety is also assessed in terms of the number and severity of
citations issued by MSHA inspectors during their regular visits to the minesites. Both measures
accident frequency and regulatory compliance are critical elements of the Companys safety
efforts. Various internal programs support these safety efforts, including annual refresher
training and other training programs, pre-shift employee inspections of each work area, regular
workgroup discussions of current safety issues and incidents, detailed accident investigations
to identify core causes, reporting of near misses that had the potential of resulting in
injuries, and more rarely so-called safety stand-downs to re-emphasize safety
principles as necessary. The Company also responds promptly to correct issues identified by
MSHA inspectors and to eliminate unsafe work practices.
The Companys safety performance, measured in terms of reportable incidents per 200,000
hours worked, resulting in a year to date rate of 4.1 at the end of the third quarter of 2010,
slightly better than the 4.2 rate reported for the comparable nine-month period last year.
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The significance of aiming to be a low-cost operator deserves some elaboration. Ore grades
at the Companys operations are some of the best in the world, and consequently total cash costs
per ounce for the Companys mining operations also rank among the lowest of any primary PGM
producer in the industry. However, because the Companys ore contains about 3.4 times as much
palladium as platinum and South African ores typically have about twice as much platinum as
palladium, the Companys average revenues per ounce are lower and operating margins may be
tighter than for South African producers. Other significant PGM producers, including Norilsk
Nickel and the Canadian nickel operations, produce PGMs as by-products, assigning them almost
zero cost. Consequently, the Company measures its performance as a low-cost operator in
competitive terms, both relative to its own historical cost performance and relative to
historical market prices for its products.
The importance of low-cost operations takes on particular significance in view of the
forthcoming expiration of the Ford Motor Company supply agreement at the end of 2010. While the
Company has had various conversations during 2010 with Ford and other potential customers, it is
unlikely in todays market that the Company will replicate the existing floor prices in any new
or replacement sales agreement. With the loss or restructuring of the palladium floor prices in
its sales contracts, the Company will lose the pricing cushion such floors have provided when
and if prices cycle downward. To date, the Company has not entered into any long-term
replacement PGM sales agreement for its mine production after 2010 although a number of
potential customers have expressed interest. Absent such an agreement, spot volumes of platinum
and palladium equivalent to the Companys rate of mine production are traded regularly in
terminal PGM markets, and if necessary, the Company believes it could sell all its mine
production on a spot basis without adversely affecting the market.
As
noted previously, the Company is updating its production guidance for
2010 from 490,000
ounces at a cash cost per ounce of $385 to between 480,000 and
490,000 ounces with a corresponding total cash cost per ounce of $395
to $400. The reduced production relative
to 2009 is driven by production challenges during the second quarter in the so-called
off-shaft area of the Stillwater Mine and by recognition of the need to divert some additional
production resources into mine development. Given the reduction in new development spending
during 2009, there has been less flexibility to shift mining into other areas when operational
problems arise. Overall at the Stillwater Mine, total ore tonnage produced year-to-date is
essentially on plan, but with a higher percentage of ore coming out of the upper-west portion
of the mine, which is lower grade than in the off-shaft area, total ounces of palladium and
platinum produced to date are behind 2009 levels.
Management
has identified a number of the current challenges limiting mining
flexibility and is addressing these challenges. The installation of the Kiruna electric trucks for
accessing the deeper portions of the off shaft area a long-term project is now nearly
complete and will open up more mining alternatives in that part of the mine. Development
through a nearly barren zone to the west in the Stillwater Mine also is now being completed,
providing access to another new area of the mine, the lower west area. The Company also plans
to resume some mining on the east side of the mine during 2011.
Capital spending for 2010 also has been increased from the originally budgeted $50 million
to about $57 million, primarily to augment development efforts at both mines. The intent is to
strengthen the developed state of the mines and also, particularly in view of stronger PGM
prices, to position the mines over time for a modest expansion of production rates going
forward. Two distinct long-term strategic projects have been identified, one on the far eastern
side of the Stillwater Mine and the other on the far western side of the East Boulder Mine.
Both appear to have attractive economics at current PGM prices. The planned up-front work at
the Stillwater Mine involves rehabilitating some old headings on
the east side of the mine, while at East Boulder the tunnel boring machine will be used to
extend existing headings further to the west. In both instances, new ventilation raises, which
will take several years to complete, will be needed before any mining efforts can proceed. As a
result, only minimal spending on these two strategic projects is feasible in 2010 and 2011, but
the required up-front work is being started. Several other, shorter-term opportunities also have
been identified that have been incorporated into the existing mine plans.
Although manpower on site remains adequate to meet the updated 2010 guidance, the Company
will need to add manpower to support the additional development in 2011 for all of these future
initiatives. While it may be a challenge to add all of the new miners needed, the Company has
now resumed some recruiting efforts in an effort to meet the increased requirements.
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Ore production at the Stillwater Mine averaged 2,136 and 2,115 tons of ore per day during
the third quarter and first nine months of 2010, respectively; this compares to an average of
2,133 and 2,122 ore tons per day produced during the same periods of 2009, respectively. The
rate of ore production at the East Boulder Mine averaged 1,093 and 1,098 tons per day during the
third quarter and first nine months of 2010, respectively compared to an average of 1,136 and
1,116 ore tons per day during the same periods of 2009, respectively.
During the third quarter of 2010, the Companys mining operations produced a total of
94,500 ounces of palladium, and 27,900 ounces of platinum. This compares to 99,200 ounces of
palladium and 29,900 ounces of platinum produced during the third quarter of 2009. For the
first nine months of 2010, the mines produced 280,600 ounces of palladium and 83,400 ounces of
platinum, compared to 300,900 ounces of palladium and 90,700 ounces of platinum in the same
period last year.
2. Palladium Market Development
Significant sums have been spent each year for many years by a consortium of South African
producers on marketing platinum. However, palladium historically has never enjoyed a comparable
level of marketing support. The Company stepped into this void beginning in 2004, putting
forward a comparatively modest marketing program that focused on providing technical support to
manufacturers and bench jewelers and image advertising at the industry level. This effort
continued until the economic downturn of late 2008 and 2009, at which time it was cut back
sharply, but in 2010 and 2011 the Company is reinstituting these efforts, anticipating marketing
expense of $4.0 million in 2011 related to market development with particular emphasis on China.
Company representatives in China provide first-hand insight into palladium activity there
and maintain contact with key palladium consumers. The Company also sponsors palladium image
advertising in Chinese media. China first led the recent trend toward using palladium in
jewelry and remains the largest market for it. About one million ounces of palladium are
consumed each year worldwide in palladium jewelry. Palladium jewelry is now available in all
major markets worldwide, and in January of 2010 the U.K. mandated the hallmarking of all
palladium jewelry, formally recognizing it, along with gold, silver and platinum, as a precious
jewelry metal.
Automotive applications for palladium in catalytic converters are well established for
gasoline engines, but diesel engine catalytic technologies generally have been based on
platinum. In recent years, driven mostly by economics, research efforts in the auto industry
have focused on how to substitute less expensive palladium for platinum in these applications.
The Company has encouraged this research and closely monitored its progress. Reportedly, it is
now possible in the laboratory to replace about 50% of the platinum in a diesel system with
palladium on nearly a one-for-one basis, although the average proportion of palladium in
vehicles now in production is estimated to be closer to 25%.
Other industrial applications for palladium include refinery catalysts, electronics,
hydrogen generation and dentistry. Electronic uses that take advantage of palladiums unique
characteristics include multi-layered ceramic capacitors, high-end television screens, and
compact discs. Palladium in thin films has a unique ability to pass hydrogen molecules while
blocking other impurities, allowing relatively inexpensive production of high-purity hydrogen
for chemical processes and fuel cells. Palladium alloys used in dental fillings wear well and
have an expansion coefficient that closely matches that of the teeth themselves, although other
materials tend to be substituted for palladium when its price rises.
3. Growth and Diversification
The Company regularly monitors diversification opportunities in various mineral development
projects, as well as potential merger or acquisition candidates and other business ventures. It
also is continually seeking appropriate opportunities to diversify its existing mining and
processing operations.
Recognizing the need to broaden its base, the Company over the past several years has
successfully expanded its recycling operations into a distinct business segment that has become
a meaningful source of income, reducing the Companys captive reliance financially on the
performance of the mines. The recycling business has utilized
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surplus capacity within the
Companys smelting and refining facilities to generate an additional income stream, requiring
relatively little incremental investment in facilities. As already noted, over the past year or
so the Company has invested in some new dedicated recycling facilities that are intended to
increase the Companys capacity to handle recycled material and sharply reduce turnaround times
for settlement with suppliers.
The Company holds minority investments in two small exploration companies that target PGMs
and other precious metals. Although in the past the Company has participated with these
companies in specific exploration programs, at present the Company is not involved in any such
programs. In 2011, the Company intends to establish a small exploration program aimed at
evaluating opportunities to invest in various emerging mineral projects and perhaps to partner
with other exploration teams.
The Company carefully monitors various later-stage mineral development projects, as well as
potential merger and acquisition candidates in an effort to diversify the Companys financial
and operating risk and perhaps add scale. Management believes that the acquisition of Marathon
PGM Corporation, as described previously, will provide an excellent entry into a
development-stage project that will utilize the Companys resources effectively and establish a
strong presence in an attractive North American PGM district and diversify the Companys
operations as to geography and product with its copper endowment.
RESULTS OF OPERATIONS
Comparison of Three- Month Periods Ended September 30, 2010 and 2009.
The Companys total revenues increased by 27.6% to $142.9 million in the third quarter of
2010 compared to $112.0 million for the third quarter of 2009. The following analysis covers
key factors contributing to the increase in revenues:
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SALES AND PRICE DATA
Three Months Ended | ||||||||||||||||
September 30, | Increase | Percentage | ||||||||||||||
(in thousands, except for average prices) | 2010 | 2009 | (Decrease) | Change | ||||||||||||
Revenues |
$ | 142,872 | $ | 112,004 | $ | 30,868 | 28 | % | ||||||||
Ounces Sold: |
||||||||||||||||
Mine Production: |
||||||||||||||||
Palladium (oz.) |
94 | 101 | (7 | ) | (7 | %) | ||||||||||
Platinum (oz.) |
26 | 36 | (10 | ) | (28 | %) | ||||||||||
Total |
120 | 137 | (17 | ) | (12 | %) | ||||||||||
PGM recycling: (1) |
||||||||||||||||
Palladium (oz.) |
25 | 20 | 5 | 25 | % | |||||||||||
Platinum (oz.) |
20 | 15 | 5 | 33 | % | |||||||||||
Rhodium (oz.) |
3 | 3 | | | ||||||||||||
Total |
48 | 38 | 10 | 26 | % | |||||||||||
By-products from mining: (2) |
||||||||||||||||
Rhodium (oz.) |
| 1 | (1 | ) | (100 | %) | ||||||||||
Gold (oz.) |
3 | 3 | | | ||||||||||||
Silver (oz.) |
1 | 1 | | | ||||||||||||
Copper (lb.) |
132 | 216 | (84 | ) | (39 | %) | ||||||||||
Nickel (lb.) |
239 | 240 | (1 | ) | | |||||||||||
Average realized price per ounce (3) |
||||||||||||||||
Mine Production: |
||||||||||||||||
Palladium ($/oz.) |
$ | 471 | $ | 360 | $ | 111 | 31 | % | ||||||||
Platinum ($/oz.) |
$ | 1,448 | $ | 1,174 | $ | 274 | 23 | % | ||||||||
Combined ($/oz.) (4) |
$ | 687 | $ | 574 | $ | 113 | 20 | % | ||||||||
PGM recycling: (1) |
||||||||||||||||
Palladium ($/oz.) |
$ | 490 | $ | 244 | $ | 246 | 101 | % | ||||||||
Platinum ($/oz.) |
$ | 1,622 | $ | 1,161 | $ | 461 | 40 | % | ||||||||
Rhodium ($/oz.) |
$ | 2,690 | $ | 1,385 | $ | 1,305 | 94 | % | ||||||||
By-products from mining: (2) |
||||||||||||||||
Rhodium ($/oz.) |
$ | 2,150 | $ | 1,581 | $ | 569 | 36 | % | ||||||||
Gold ($/oz.) |
$ | 1,239 | $ | 973 | $ | 266 | 27 | % | ||||||||
Silver ($/oz.) |
$ | 19 | $ | 16 | $ | 3 | 19 | % | ||||||||
Copper ($/lb.) |
$ | 3.10 | $ | 2.44 | $ | 0.66 | 27 | % | ||||||||
Nickel ($/lb.) |
$ | 8.32 | $ | 9.35 | $ | (1.03 | ) | (11 | %) | |||||||
Average market price per ounce (3) |
||||||||||||||||
Palladium ($/oz.) |
$ | 495 | $ | 272 | $ | 223 | 82 | % | ||||||||
Platinum ($/oz.) |
$ | 1,553 | $ | 1,230 | $ | 323 | 26 | % | ||||||||
Combined ($/oz.) (4) |
$ | 728 | $ | 525 | $ | 203 | 39 | % |
(1) | Ounces sold and average realized price per ounce from PGM recycling relate to ounces produced from processing of catalyst materials. | |
(2) | By-product metals sold reflect contained metal. Realized prices reflect net values (discounted due to product form and transportation and marketing charges) per unit received. | |
(3) | The Companys average realized price represents revenues, which include the effect of any applicable agreement floor and ceiling prices, hedging gains and losses realized on commodity instruments and agreement discounts, divided by ounces sold. The average market price represents the average of the daily London Bullion Market Association afternoon postings for the actual months of the period. | |
(4) | The Company reports a combined average realized and a combined average market price of palladium and platinum at the same ratio as ounces that are produced from the base metal refinery. |
Net revenues from sales of mine production (includes by-products) were $88.2 million
in the third quarter of 2010, compared to $85.6 million for the same period in 2009, a 3.0%
increase. The increase in mine production revenues reflects higher market prices which more
than offset the lower volumes sold in the third quarter of 2010 than in the third quarter of
2009. The third quarter of 2009 yielded a higher number of ounces sold, due to the
26
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timing of sales deliveries between the quarters in 2009, while at lower PGM prices. The Companys average
combined realized price on sales of palladium and platinum from mining operations was $687 per
ounce in the third quarter of 2010, compared to $574 per ounce in the same quarter of 2009. The
total quantity of mined platinum and palladium sold decreased by 12.3% to 120,500 ounces in the
third quarter of 2010 compared to 137,400 ounces sold during the same time period in 2009.
Revenues from PGM recycling more than doubled between the third quarter of 2009 and the
third quarter of this year, increasing to $54.7 million in the third quarter of 2010 from $26.2
million for the same period in 2009. The increase in PGM recycling revenues is a combination of
higher prices realized for PGM sales thus far in 2010 as compared to 2009, and higher volumes
sold. The Companys combined average realization on recycling sales (which include palladium,
platinum and rhodium) was $1,099 per ounce in the third quarter of 2010, up 60.2% from $686 per
ounce realized in the third quarter of last year. Recycled ounces sold increased to 48,900
ounces in the third quarter of this year from 37,000 ounces in the third quarter of 2009.
Recycled ounces, including ounces processed on a toll basis, increased to 78,500 ounces in the
third quarter of 2010 from 60,800 ounces in the third quarter of 2009.
The Company also purchases PGMs for resale from time to time to accommodate customer
requirements. No open market purchases were made in the third quarter of 2010 for resale. In
the third quarter of 2009, revenue totaled $0.2 million on the resale of 400 ounces of
palladium, platinum and rhodium purchased in the open market and resold at cost.
The Companys total costs of metals sold (before depletion, depreciation, amortization, and
corporate overhead expenses) increased to $109.9 million in the third quarter of 2010 from $80.8
million in the third quarter of 2009, a 36.0% increase. The higher cost in 2010 was driven
primarily by higher volumes of recycling material purchased (and the related higher value of the
contained metals) despite lower levels of mine production.
The costs of metals sold from mine production totaled $58.2 million for the third quarter
of 2010, compared to $55.8 million for the third quarter of 2009, a 4.3% increase. The increase
reflected higher labor and contracting costs between the two periods.
Total consolidated cash costs per ounce produced, a non-GAAP measure of extraction
efficiency, in the third quarter of 2010 rose by 12.6% to $402 per ounce, compared to $357 per
ounce in the third quarter of 2009. This increase reflected higher total operating costs,
amplified by the 5.2% decrease in mined ounces produced due to lower average ore grades between
the two periods.
The costs of metals sold from PGM recycling were $51.7 million in the third quarter of
2010, compared to $24.7 million in the third quarter of 2009. This increase was due both to
higher recycling volumes processed and sold and the related higher market value of the materials acquired
for processing.
The costs of metals sold from purchasing 400 ounces of palladium, platinum and rhodium in
the third quarter of 2009 was $0.2 million. There were no comparable purchases during the third
quarter of 2010.
During the third quarter of 2010, the Companys mining operations produced 122,400 ounces
of PGMs, an 8.7% improvement over the 112,600 ounce production in the second quarter of 2010,
and a 5.2% decrease from the 129,100 total ounces produced during the third quarter of 2009.
Production in the third quarter of 2010 included 94,500 ounces of palladium and 27,900 ounces of
platinum. This level of production is below the 129,100 ounces of PGMs produced in the third
quarter of 2009, which included 99,200 palladium ounces and 29,900 platinum ounces. Production
at the Stillwater Mine increased to 89,600 ounces, an improvement
over the 79,200 ounces
produced in the second quarter of 2010, but down 5.8% from the 95,100 ounces produced in the
third quarter of 2009, and production at the East Boulder Mine decreased 3.5% to 32,800 ounces
from 34,000 ounces in the same period last year. The production decline at the Stillwater Mine
was attributable to several factors, including lower average realized ore grades as a result
from the mix of stopes being mined and diversion of some production resources into development
work. The smaller production decline at East Boulder reflected normal variability in mining
conditions.
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Total marketing, general and administrative expenses in the third quarter of 2010 were $8.4
million, compared to $6.8 million during the third quarter of 2009, a 23.5% increase. During
the third quarter of 2010, the Company incurred higher than planned expenses for business
development and employee severance. In the third quarter of 2009, the Company recorded a loss
on its trade receivables of $0.3 million. No comparable valuation adjustments were recorded in
the third quarter of 2010.
Total interest income for the third quarter of 2010 increased to $0.6 million from $0.4
million in the corresponding quarter of 2009, mostly reflecting the Companys increased balance
of cash, cash equivalents and short-term investments. Interest earned on recycling volumes in
the third quarter of 2010 contributed $0.3 million to net income in comparison to $0.2 million
in the third quarter of 2009. Interest expense in the third quarter of 2010 was $1.6 million,
compared to $1.7 million in the third quarter of 2009.
In the third quarters of 2010 and 2009, other comprehensive income (loss) included a total
change in the fair value of available-for-sale investment securities and long-term mutual fund
investments of $0.2 million and $0.1 million, respectively.
Comparison of Nine- Month Periods Ended September 30, 2010 and 2009.
The Companys total revenues increased by 40.5% to $411.2 million for the first nine months
of 2010 compared to $292.6 million for the same period in 2009. The following analysis covers
key factors contributing to the increase in revenues:
28
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SALES AND PRICE DATA
Nine Months Ended | ||||||||||||||||
September 30, | Increase | Percentage | ||||||||||||||
(in thousands, except for average prices) | 2010 | 2009 | (Decrease) | Change | ||||||||||||
Revenues |
$ | 411,204 | $ | 292,609 | $ | 118,595 | 41 | % | ||||||||
Ounces Sold: |
||||||||||||||||
Mine Production: |
||||||||||||||||
Palladium (oz.) |
288 | 293 | (5 | ) | (2 | %) | ||||||||||
Platinum (oz.) |
84 | 94 | (10 | ) | (11 | %) | ||||||||||
Total |
372 | 387 | (15 | ) | (4 | %) | ||||||||||
PGM recycling: (1) |
||||||||||||||||
Palladium (oz.) |
62 | 38 | 24 | 63 | % | |||||||||||
Platinum (oz.) |
49 | 29 | 20 | 69 | % | |||||||||||
Rhodium (oz.) |
10 | 7 | 3 | 43 | % | |||||||||||
Total |
121 | 74 | 47 | 64 | % | |||||||||||
Other: (2) |
||||||||||||||||
Palladium (oz.) |
10 | 12 | (2 | ) | (17 | %) | ||||||||||
Platinum (oz.) |
| 3 | (3 | ) | (100 | %) | ||||||||||
Total |
10 | 15 | (5 | ) | (33 | %) | ||||||||||
By-products from mining: (3) |
||||||||||||||||
Rhodium (oz.) |
2 | 3 | (1 | ) | (33 | %) | ||||||||||
Gold (oz.) |
7 | 7 | | | ||||||||||||
Silver (oz.) |
4 | 4 | | | ||||||||||||
Copper (lb.) |
610 | 604 | 6 | 1 | % | |||||||||||
Nickel (lb.) |
894 | 669 | 225 | 34 | % | |||||||||||
Average realized price per ounce (4) |
||||||||||||||||
Mine Production: |
||||||||||||||||
Palladium ($/oz.) |
$ | 456 | $ | 362 | $ | 94 | 26 | % | ||||||||
Platinum ($/oz.) |
$ | 1,465 | $ | 1,089 | $ | 376 | 35 | % | ||||||||
Combined ($/oz.) (5) |
$ | 683 | $ | 540 | $ | 143 | 26 | % | ||||||||
PGM recycling: (1) |
||||||||||||||||
Palladium ($/oz.) |
$ | 439 | $ | 280 | $ | 159 | 57 | % | ||||||||
Platinum ($/oz.) |
$ | 1,534 | $ | 1,107 | $ | 427 | 39 | % | ||||||||
Rhodium ($/oz.) |
$ | 2,382 | $ | 2,282 | $ | 100 | 4 | % | ||||||||
Other: (2) |
||||||||||||||||
Palladium ($/oz.) |
$ | 462 | $ | 213 | $ | 249 | 117 | % | ||||||||
Platinum ($/oz.) |
$ | | $ | 1,040 | $ | (1,040 | ) | (100 | %) | |||||||
By-products from mining: (3) |
||||||||||||||||
Rhodium ($/oz.) |
$ | 2,503 | $ | 1,379 | $ | 1,124 | 82 | % | ||||||||
Gold ($/oz.) |
$ | 1,177 | $ | 941 | $ | 236 | 25 | % | ||||||||
Silver ($/oz.) |
$ | 18 | $ | 14 | $ | 4 | 29 | % | ||||||||
Copper ($/lb.) |
$ | 3.06 | $ | 1.94 | $ | 1.12 | 58 | % | ||||||||
Nickel ($/lb.) |
$ | 8.64 | $ | 7.41 | $ | 1.23 | 17 | % | ||||||||
Average market price per ounce (4) |
||||||||||||||||
Palladium ($/oz.) |
$ | 477 | $ | 236 | $ | 241 | 102 | % | ||||||||
Platinum ($/oz.) |
$ | 1,580 | $ | 1,143 | $ | 437 | 38 | % | ||||||||
Combined ($/oz.) (5) |
$ | 725 | $ | 456 | $ | 269 | 59 | % |
(1) | Ounces sold and average realized price per ounce from PGM recycling relate to ounces produced from processing of catalyst materials. | |
(2) | Ounces sold and average realized price per ounce from other relate to ounces purchased in the open market for resale. | |
(3) | By-product metals sold reflect contained metal. Realized prices reflect net values (discounted due to product form and transportation and marketing charges) per unit received. |
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(4) | The Companys average realized price represents revenues, which include the effect of any applicable agreement floor and ceiling prices, hedging gains and losses realized on commodity instruments and agreement discounts, divided by ounces sold. The average market price represents the average of the daily London Bullion Market Association afternoon postings for the actual months of the period. | |
(5) | The Company reports a combined average realized and a combined average market price of palladium and platinum at the same ratio as ounces that are produced from the base metal refinery. |
Net revenues from sales of mine production (includes by-products) were $276.0 million
in the first nine months of 2010, compared to $226.7 million for the same period in 2009, a
21.8% increase. The Companys average combined realized price on sales of palladium and
platinum from mining operations was $683 per ounce in the first nine months of 2010, compared to
$540 per ounce in the same period of 2009. The total quantity of mined palladium and platinum
sold decreased to 372,300 ounces in the first nine months of 2010, compared to 387,700 ounces
sold during the same time period in 2009.
Revenues from PGM recycling more than doubled between the first nine months of 2010 and the
same period in 2009, increasing to $130.6 million in the first nine months of 2010 from $60.2
million for the same period in 2009. The increase in PGM recycling revenues reflects stronger
realized prices for PGM sales thus far in 2010 as compared to 2009, as well as higher volumes
sold. The Companys combined average realization on recycling sales (which include palladium,
platinum and rhodium) was $1,042 per ounce in the first nine months of 2010, up 32.9% from $784
per ounce in the first nine months of last year. Recycled ounces sold increased to 121,600
ounces in the first nine months of this year from 73,100 ounces in the same period of 2009.
Recycled ounces, including ounces processed on a toll basis, increased to 297,000 ounces in the
first nine months of 2010 from 160,100 ounces in the first nine months of 2009.
The Company also purchases PGMs for resale from time to time. During the first nine months
of 2010, the Company recognized revenue of $4.6 million on 10,000 ounces of palladium purchased
in the open market and resold to one of its customers at cost. In the first nine months of
2009, revenue from such sales totaled approximately $5.8 million on 12,600 ounces of palladium,
2,900 ounces of platinum and a few ounces of rhodium purchased in the open market and resold at
cost.
The Companys total costs of metals sold (before depletion, depreciation, amortization, and
corporate overhead) increased to $297.6 million for the first nine months of 2010, from $218.1
million for the same period of 2009, a 36.5% increase. The higher cost in 2010 was driven
primarily by higher volumes of recycling material purchased (and the related higher market value
of the contained metals).
The costs of metals sold from mine production equaled $171.0 million for the first nine
months of 2010, compared to $156.8 million for the same period of 2009, a 9.1% increase. A
portion of this increase resulted from higher expense for royalties and ad valorem severance tax
obligations as a result of higher PGM prices; most of the remainder reflected higher labor and
contracting costs in 2010.
Total consolidated cash costs per ounce produced, a non-GAAP measure of extraction
efficiency, in the first nine months of 2010 increased to $386 per ounce, compared to $363 per
ounce in the same period of 2009. The slight increase was attributable in part to higher
expenses for royalties and taxes, the result of higher metal prices in 2010. Lower total mine
production as a result of lower average realized ore grades also drove up average costs per
ounce.
The costs of metals sold from PGM recycling activities more than doubled to $121.9 million
in the first nine months of 2010, compared to $55.6 million in the same period of 2009. Higher
recycling volumes processed and sold, coupled with the related higher value of the contained
metal per ton to acquire recycled material contributed to the higher costs of metals sold from
PGM recycling activities.
The costs of metals sold from the sale of 10,000 ounces of palladium acquired for resale
was $4.6 million in the first nine months of 2010. In comparison, the cost to acquire 12,600
ounces of palladium, 2,900 ounces of platinum and a few ounces of rhodium for resale in the
first nine months of 2009 was $5.7 million.
During the first nine months of 2010, the Companys mining operations produced 364,000
ounces of PGMs, including 280,600 ounces of palladium and 83,400 ounces of platinum. This fell
short of the 391,600 ounces of PGMs produced in the same period of 2009, including 300,900
ounces of palladium and 90,700 ounces of
30
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platinum. Production at the Stillwater Mine decreased
8.9% to 265,100 ounces in the first nine months of 2010 from 291,000 ounces in the same period
of 2009, while production at the East Boulder Mine decreased by just 1.7% to 98,900 ounces from
100,600 ounces over the same period. Challenges at the Stillwater Mine this year have included
lower realized ore grades, in part as a result of the mix of stopes being mined; diversion of
production resources to mine maintenance; and increased precautionary ground control measures in
the off-shaft area that impeded mining of some key areas for several weeks.
Total marketing, general and administrative expenses in the first nine months of 2010 were
$23.4 million, compared to $20.4 million during the same period of 2009, a 14.7% increase.
During the first nine months of 2010, the Company incurred increased costs for business
development and employee severance. In the first nine months of 2009, the Company recorded an
impairment charge of $0.1 million to mark to market long-term investments in Pacific North West
Capital Corp. and Benton Resources Corp. The Company also recorded a loss on its trade
receivables of $0.6 million and a write-down of $0.5 million on advances for inventory purchases
in the first nine months of 2009. There were no corresponding valuation charges during the
first nine months of 2010.
Total interest income for the first nine months of 2010 increased to $1.6 million from $1.5
million in the first nine months of 2009. Interest earned on recycling volumes in the first
nine months of 2010 contributed $1.0 million to net income in comparison to $0.5 million in the
same period of 2009. Interest expense in the first nine months of 2010 was $4.9 million,
compared to $5.2 million in the same period of 2009.
In the first nine months of 2010, other comprehensive income (loss) included a total change
in the fair value of available-for-sale investment securities and long-term mutual fund
investments of $0.4 million. The total change in the fair value in the comparable period of
2009 was $0.1 million.
LIQUIDITY AND CAPITAL RESOURCES
For the third quarter of 2010, net cash provided by operating activities was $44.5 million.
The Companys net cash flow from operating activities is affected by several key factors,
including net realized prices for its products, cash costs of production, and the level of PGM
production from the mines. Mining productivity rates and ore grades in turn can affect both PGM
production and cash costs of production. Net cash flow from operations also includes changes in
non-cash working capital, including changes to inventories and advances.
The
Companys financial performance is sensitive to market prices
for its two principal products, palladium and platinum. Eighty
percent of the Companys mined palladium production is subject
to contractual minimum selling prices and, when prices are above
these minimums, a small discount to the market price. At the
palladium prices prevailing at September 30, 2010, which were
unaffected by these floor prices, a ten percent increase or decrease
in the market price of palladium would result in a corresponding
13.7% increase or decrease in the Companys cash provided from
operations. Fourteen percent of the Companys mined platinum is
subject to contractual ceiling prices. A small contractual discount
to market also applies on up to 70% of the Companys sales of
mined platinum. At the platinum prices applicable at the end of this
years third quarter, which in part were constrained by these
contractual ceiling prices, a ten percent increase or decrease in the
market price of platinum would result in a corresponding 9.4%
increase or decrease in the Companys cash provided from
operations. The contract containing the floor and ceiling prices and
contractual discounts is scheduled to expire at the end of 2010.
In its recycling activities, the Company customarily enters into fixed forward contracts
that set the selling price for a significant portion of the extracted PGMs. Consequently, for
outstanding recycling lots a change in the market price of platinum and palladium on sales of
recycling materials would have little or no effect on margins earned from this activity or on
cash flow from operations. However, a percentage change in market prices would
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Table of Contents
affect margins on future lots by about the same percentage as the change in price. It normally takes existing
lots of recycling material two to three months from the date of receipt to flow through to
sales.
Changes in the cash costs of production generally flow through dollar-for-dollar into cash
flow from operations. A reduction due to grade in total mine production of 10%, or about 50,000
palladium and platinum ounces per year, would reduce cash flow from operations by an estimated
$37.9 million per year at the price and cost levels prevailing at September 30, 2010.
During the third quarter of 2010, the Company revised its cash management guidelines to
extend the available investment maturities on a portion of its cash balances, broaden the suite
of permissible investments, and adjust the percentage limits on certain classes of investments.
As a result, a large share of the Companys cash holdings has been reclassified as short-term
investments. All of these short-term investments remain highly liquid, but technically they no
longer meet the strict definition of cash and cash equivalents. Net cash used in investing
activities was $67.8 million in the third quarter of 2010, comprised of $10.9 million of capital
expenditures, $54.1 million as a net increase in short-term investments, and a $2.9 million
investment in conjunction with the Marathon transaction. In the same period of 2009,
investing activities consumed a net $5.0 million, comprised of $7.1 million of capital
expenditures partially offset by the $2.1 million sale of highly liquid short-term investments.
The Company received $65,000 in proceeds during the third quarter of 2010 from the exercise
of outstanding stock options. There were no such financing transactions recorded during the
third quarter of 2009.
At September 30, 2010, the Companys available cash was $56.7 million, compared to $80.0
million at June 30, 2010, and it had $196.0 million of debt outstanding, unchanged from June 30,
2010. The Companys total debt includes $166.5 million outstanding in the form of convertible
debentures due in 2028 and $29.5 million of Exempt Facility Revenue Bonds due in 2020. If
highly liquid short-term investments are included with available cash, the Companys balance
sheet liquidity increases to $259.0 million at September 30, 2010, up from $228.1 million at
June 30, 2010, and $201.2 million at the beginning of 2010. The Company expects to pay $1.2
million of interest due during the remainder of 2010 related to its outstanding debt obligations
and about $5.5 million in interest on the same obligations during 2011. The Company does not
currently have in place any revolving credit facility or other short-term credit commitment.
While the lack of a credit agreement may create vulnerability for the Company, management
believes that under present circumstances the Companys liquidity is adequate to support
its existing business operations.
The Company expects to pay Cd$61.7 million in cash in conjunction with the closing of the
Marathon PGM Corporation acquisition.
CONTRACTUAL OBLIGATIONS
The Company is obligated to make future payments under various debt agreements and
regulatory obligations. The following table represents significant contractual cash obligations
and other commercial and regulatory commitments, including related interest payments, as of
September 30, 2010:
(in thousands) | 2010(1) | 2011 | 2012 | 2013 | 2014 | Thereafter | Total | |||||||||||||||||||||
Convertible debentures |
$ | | $ | | $ | | $ | 166,500 | $ | | $ | | $ | 166,500 | ||||||||||||||
Exempt Facility Revenue Bonds |
| | | | | 30,000 | 30,000 | |||||||||||||||||||||
Operating leases |
76 | 303 | 297 | 264 | 233 | | 1,173 | |||||||||||||||||||||
Asset retirement obligations |
| | | | | 144,271 | 144,271 | |||||||||||||||||||||
Payments of interest (2) |
1,200 | 5,522 | 5,522 | 3,961 | 2,400 | 13,200 | 31,805 | |||||||||||||||||||||
Other noncurrent liabilities |
| 13,941 | | | | | 13,941 | |||||||||||||||||||||
Total |
$ | 1,276 | $ | 19,766 | $ | 5,819 | $ | 170,725 | $ | 2,633 | $ | 187,471 | $ | 387,690 | ||||||||||||||
(1) | Amounts represent cash obligations for October-December 2010. | |
(2) | Interest payments on the convertible debentures noted in the above table are calculated up to March 15, 2013, the date the holders of the debentures can exercise their put option. |
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Interest payments noted in the table above assume all are based on fixed rates of
interest. Amounts included in other noncurrent liabilities that are anticipated to be paid in
2011 include workers compensation costs, property taxes and severance taxes.
FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION
Some statements contained in this report are 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, and, therefore, involve uncertainties or risks that could
cause actual results to differ materially. These statements may contain words such as
desires, believes, anticipates, plans, expects, intends, estimates or similar
expressions. These statements are not guarantees of the Companys future performance and are
subject to risks, uncertainties and other important factors that could cause its actual
performance or achievements to differ materially from those expressed or implied by these
forward-looking statements. Such statements include, but are not limited to, comments regarding
the proposed acquisition of Marathon PGM Corporation; the global automotive market and the
outlook for automobile production and sales; contract negotiations and the future ability to
sell the Companys products; expansion plans and realignment of operations; costs, grade,
production and recovery rates; permitting; labor matters; financing needs and the terms and
availability of future credit facilities; capital expenditures; increases in processing
capacity; cost reduction measures; safety performance; timing for engineering studies;
environmental permitting and compliance; litigation exposures; and anticipated changes in global
supply and demand and prices for PGM materials. Additional information regarding factors that
could cause results to differ materially from managements expectations is found in the
Companys 2009 Annual Report on Form 10-K on file with the United States Securities and Exchange
Commission and available on the Companys website.
The Company intends that the forward-looking statements contained herein be subject to the
above-mentioned statutory safe harbors. Investors are cautioned not to rely on forward-looking
statements. The Company disclaims any obligation to update forward-looking statements.
CRITICAL ACCOUNTING POLICIES
The Companys critical accounting policies are discussed in detail in the Companys 2009
Annual Report on Form 10-K.
33
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Stillwater Mining Company
Key Factors
(Unaudited)
Key Factors
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
OPERATING AND COST DATA FOR MINE PRODUCTION |
||||||||||||||||
Consolidated: |
||||||||||||||||
Ounces produced (000) |
||||||||||||||||
Palladium |
95 | 99 | 281 | 301 | ||||||||||||
Platinum |
27 | 30 | 83 | 91 | ||||||||||||
Total |
122 | 129 | 364 | 392 | ||||||||||||
Tons milled (000) |
279 | 277 | 813 | 811 | ||||||||||||
Mill head grade (ounce per ton) |
0.48 | 0.50 | 0.48 | 0.52 | ||||||||||||
Sub-grade tons milled (000) (1) |
18 | 24 | 64 | 69 | ||||||||||||
Sub-grade tons mill head grade (ounce per ton) |
0.17 | 0.21 | 0.17 | 0.19 | ||||||||||||
Total tons milled (000) (1) |
297 | 301 | 877 | 880 | ||||||||||||
Combined mill head grade (ounce per ton) |
0.46 | 0.48 | 0.46 | 0.49 | ||||||||||||
Total mill recovery (%) |
91 | 91 | 91 | 91 | ||||||||||||
Total operating costs per ounce (Non-GAAP) (2) |
$ | 344 | $ | 302 | $ | 321 | $ | 311 | ||||||||
Total cash costs per ounce (Non-GAAP) (2) |
$ | 402 | $ | 357 | $ | 386 | $ | 363 | ||||||||
Total production costs per ounce (Non-GAAP) (2) |
$ | 555 | $ | 502 | $ | 533 | $ | 499 | ||||||||
Total operating costs per ton milled (Non-GAAP) (2) |
$ | 142 | $ | 130 | $ | 133 | $ | 138 | ||||||||
Total cash costs per ton milled (Non-GAAP) (2) |
$ | 166 | $ | 153 | $ | 160 | $ | 161 | ||||||||
Total production costs per ton milled (Non-GAAP) (2) |
$ | 229 | $ | 215 | $ | 221 | $ | 222 | ||||||||
Stillwater Mine: |
||||||||||||||||
Ounces produced (000) |
||||||||||||||||
Palladium |
69 | 73 | 204 | 223 | ||||||||||||
Platinum |
20 | 22 | 61 | 68 | ||||||||||||
Total |
89 | 95 | 265 | 291 | ||||||||||||
Tons milled (000) |
182 | 184 | 527 | 545 | ||||||||||||
Mill head grade (ounce per ton) |
0.53 | 0.55 | 0.54 | 0.57 | ||||||||||||
Sub-grade tons milled (000) (1) |
15 | 12 | 50 | 34 | ||||||||||||
Sub-grade tons mill head grade (ounce per ton) |
0.19 | 0.23 | 0.17 | 0.19 | ||||||||||||
Total tons milled (000) (1) |
197 | 196 | 577 | 579 | ||||||||||||
Combined mill head grade (ounce per ton) |
0.50 | 0.53 | 0.50 | 0.55 | ||||||||||||
Total mill recovery (%) |
92 | 92 | 92 | 92 | ||||||||||||
Total operating costs per ounce (Non-GAAP) (2) |
$ | 320 | $ | 292 | $ | 304 | $ | 301 | ||||||||
Total cash costs per ounce (Non-GAAP) (2) |
$ | 374 | $ | 344 | $ | 365 | $ | 349 | ||||||||
Total production costs per ounce (Non-GAAP) (2) |
$ | 522 | $ | 481 | $ | 505 | $ | 473 | ||||||||
Total operating costs per ton milled (Non-GAAP) (2) |
$ | 146 | $ | 142 | $ | 140 | $ | 151 | ||||||||
Total cash costs per ton milled (Non-GAAP) (2) |
$ | 170 | $ | 167 | $ | 168 | $ | 175 | ||||||||
Total production costs per ton milled (Non-GAAP) (2) |
$ | 238 | $ | 233 | $ | 232 | $ | 238 |
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Stillwater Mining Company
Key Factors (continued)
(Unaudited)
Key Factors (continued)
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
OPERATING AND COST DATA FOR MINE PRODUCTION |
||||||||||||||||
(Continued) |
||||||||||||||||
East Boulder Mine: |
||||||||||||||||
Ounces produced (000) |
||||||||||||||||
Palladium |
26 | 26 | 77 | 78 | ||||||||||||
Platinum |
7 | 8 | 22 | 23 | ||||||||||||
Total |
33 | 34 | 99 | 101 | ||||||||||||
Tons milled (000) |
97 | 93 | 286 | 266 | ||||||||||||
Mill head grade (ounce per ton) |
0.38 | 0.39 | 0.38 | 0.40 | ||||||||||||
Sub-grade tons milled (000) (1) |
3 | 12 | 14 | 35 | ||||||||||||
Sub-grade tons mill head grade (ounce per ton) |
0.10 | 0.20 | 0.16 | 0.19 | ||||||||||||
Total tons milled (000) (1) |
100 | 105 | 300 | 301 | ||||||||||||
Combined mill head grade (ounce per ton) |
0.37 | 0.37 | 0.37 | 0.38 | ||||||||||||
Total mill recovery (%) |
89 | 89 | 89 | 89 | ||||||||||||
Total operating costs per ounce (Non-GAAP) (2) |
$ | 412 | $ | 329 | $ | 368 | $ | 341 | ||||||||
Total cash costs per ounce (Non-GAAP) (2) |
$ | 480 | $ | 391 | $ | 442 | $ | 404 | ||||||||
Total production costs per ounce (Non-GAAP) (2) |
$ | 647 | $ | 562 | $ | 608 | $ | 572 | ||||||||
Total operating costs per ton milled (Non-GAAP) (2) |
$ | 135 | $ | 107 | $ | 122 | $ | 114 | ||||||||
Total cash costs per ton milled (Non-GAAP) (2) |
$ | 157 | $ | 127 | $ | 146 | $ | 135 | ||||||||
Total production costs per ton milled (Non-GAAP) (2) |
$ | 211 | $ | 182 | $ | 201 | $ | 191 |
(1) | Sub-grade tons milled includes reef waste material only. Total tons milled includes ore tons and sub-grade tons only. See Proven and Probable Ore Reserves Discussion in the Companys 2009 Annual Report on Form 10-K for further information. | |
(2) | Total operating costs include costs of mining, processing and administrative expenses at the mine site (including mine site overhead and credits for metals produced other than palladium and platinum from mine production). Total cash costs include total operating costs plus royalties, insurance and taxes other than income taxes. Total production costs include total cash costs plus asset retirement costs and depreciation and amortization. Income taxes, corporate general and administrative expenses, asset impairment write-downs, gain or loss on disposal of property, plant and equipment, restructuring costs and interest income and expense are not included in total operating costs, total cash costs or total production costs. Operating costs per ton, operating costs per ounce, cash costs per ton, cash costs per ounce, production costs per ton and production costs per ounce are non-GAAP measurements that management uses to monitor and evaluate the efficiency of its mining operations. These measures of cost are not defined under U.S. Generally Accepted Accounting Principles (GAAP). Please see Reconciliation of Non-GAAP Measures to Costs of Revenues and the accompanying discussion for additional detail. |
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Stillwater Mining Company
Key Factors (continued)
(Unaudited)
Key Factors (continued)
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(in thousands, where noted) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
SALES AND PRICE DATA |
||||||||||||||||
Ounces sold (000) |
||||||||||||||||
Mine production: |
||||||||||||||||
Palladium (oz.) |
94 | 101 | 288 | 293 | ||||||||||||
Platinum (oz.) |
26 | 36 | 84 | 94 | ||||||||||||
Total |
120 | 137 | 372 | 387 | ||||||||||||
PGM recycling: (1) |
||||||||||||||||
Palladium (oz.) |
25 | 20 | 62 | 38 | ||||||||||||
Platinum (oz.) |
20 | 15 | 49 | 29 | ||||||||||||
Rhodium (oz.) |
3 | 3 | 10 | 7 | ||||||||||||
Total |
48 | 38 | 121 | 74 | ||||||||||||
Other: (2) |
||||||||||||||||
Palladium (oz.) |
| | 10 | 12 | ||||||||||||
Platinum (oz.) |
| | | 3 | ||||||||||||
Total |
| | 10 | 15 | ||||||||||||
By-products from mining: (3) |
||||||||||||||||
Rhodium (oz.) |
| 1 | 2 | 3 | ||||||||||||
Gold (oz.) |
3 | 3 | 7 | 7 | ||||||||||||
Silver (oz.) |
1 | 1 | 4 | 4 | ||||||||||||
Copper (lb.) |
132 | 216 | 610 | 604 | ||||||||||||
Nickel (lb.) |
239 | 240 | 894 | 669 | ||||||||||||
Average realized price per ounce (4) |
||||||||||||||||
Mine production: |
||||||||||||||||
Palladium ($/oz.) |
$ | 471 | $ | 360 | $ | 456 | $ | 362 | ||||||||
Platinum ($/oz.) |
$ | 1,448 | $ | 1,174 | $ | 1,465 | $ | 1,089 | ||||||||
Combined ($/oz)(5) |
$ | 687 | $ | 574 | $ | 683 | $ | 540 | ||||||||
PGM recycling: (1) |
||||||||||||||||
Palladium ($/oz.) |
$ | 490 | $ | 244 | $ | 439 | $ | 280 | ||||||||
Platinum ($/oz.) |
$ | 1,622 | $ | 1,161 | $ | 1,534 | $ | 1,107 | ||||||||
Rhodium ($/oz) |
$ | 2,690 | $ | 1,385 | $ | 2,382 | $ | 2,282 | ||||||||
Other: (2) |
||||||||||||||||
Palladium ($/oz.) |
$ | | $ | | $ | 462 | $ | 213 | ||||||||
Platinum ($/oz.) |
$ | | $ | | $ | | $ | 1,040 | ||||||||
By-products from mining: (3) |
||||||||||||||||
Rhodium ($/oz.) |
$ | 2,150 | $ | 1,581 | $ | 2,503 | $ | 1,379 | ||||||||
Gold ($/oz.) |
$ | 1,239 | $ | 973 | $ | 1,177 | $ | 941 | ||||||||
Silver ($/oz.) |
$ | 19 | $ | 16 | $ | 18 | $ | 14 | ||||||||
Copper ($/lb.) |
$ | 3.10 | $ | 2.44 | $ | 3.06 | $ | 1.94 | ||||||||
Nickel ($/lb.) |
$ | 8.32 | $ | 9.35 | $ | 8.64 | $ | 7.41 | ||||||||
Average market price per ounce (4) |
||||||||||||||||
Palladium ($/oz.) |
$ | 495 | $ | 272 | $ | 477 | $ | 236 | ||||||||
Platinum ($/oz.) |
$ | 1,553 | $ | 1,230 | $ | 1,580 | $ | 1,143 | ||||||||
Combined ($/oz)(5) |
$ | 728 | $ | 525 | $ | 725 | $ | 456 |
(1) | Ounces sold and average realized price per ounce from PGM recycling relate to ounces produced from processing of catalyst materials. | |
(2) | Ounces sold and average realized price per ounce from other relate to ounces purchased in the open market for resale. | |
(3) | By-product metals sold reflect contained metal. Realized prices reflect net values (discounted due to product form and transportation and marketing charges) per unit received. | |
(4) | The Companys average realized price represents revenues, which include the effect of any applicable agreement floor and ceiling prices, hedging gains and |
36
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losses realized on commodity instruments and agreement discounts, divided by ounces sold. The average market price represents the average London Bullion Market Association afternoon postings for the actual months of the period. | ||
(5) | The Company reports a combined average realized and a combined average market price of palladium and platinum at the same ratio as ounces that are produced from the base metal refinery. |
Reconciliation of Non-GAAP Measures to Costs of Revenues
The Company utilizes certain non-GAAP measures as indicators in assessing the performance
of its mining and processing operations during any period. Because of the processing time
required to complete the extraction of finished PGM products, there are typically lags of one to
three months between ore production and sale of the finished product. Sales in any period
include some portion of material mined and processed from prior periods as the revenue
recognition process is completed. Consequently, while costs of revenues (a GAAP measure
included in the Companys Statement of Operations and Comprehensive Income (Loss)) appropriately
reflects the expense associated with the materials sold in any period, the Company has developed
certain non-GAAP measures to assess the costs associated with its producing and processing
activities in a particular period and to compare those costs between periods.
While the Company believes that these non-GAAP measures may also be of value to outside
readers, both as general indicators of the Companys mining efficiency from period to period and
as insight into how the Company internally measures its operating performance, these non-GAAP
measures are not standardized across the mining industry and in most cases will not be directly
comparable to similar measures that may be provided by other companies. These non-GAAP measures
are only useful as indicators of relative operational performance in any period, and because
they do not take into account the inventory timing differences that are included in costs of
revenues, they cannot meaningfully be used to develop measures of earnings or profitability. A
reconciliation of these measures to costs of revenues for each period shown is provided as part
of the following tables, and a description of each non-GAAP measure is provided below.
Total Costs of Revenues: For the Company as a whole, this measure is equal to total costs
of revenues, as reported in the Statement of Operations and Comprehensive Income (Loss). For
the Stillwater Mine, East Boulder Mine, and other PGM activities, the Company segregates the
expenses within total costs of revenues that are directly associated with each of these
activities and then allocates the remaining facility costs included in total cost of revenues in
proportion to the monthly volumes from each activity. The resulting total costs of revenues
measures for Stillwater Mine, East Boulder Mine and other PGM activities are equal in total to
total costs of revenues as reported in the Companys Statement of Operations and Comprehensive
Income (Loss).
Total Production Costs (Non-GAAP): Calculated as total costs of revenues (for each mine or
combined) adjusted to exclude gains or losses on asset dispositions, costs and profit from
recycling activities, and timing
differences resulting from changes in product inventories. This non-GAAP measure provides
a comparative measure of the total costs incurred in association with production and processing
activities in a period, and may be compared to prior periods or between the Companys mines.
When divided by the total tons milled in the respective period, Total Production Cost per
Ton Milled (Non-GAAP) - measured for each mine or combined provides an indication of the cost
per ton milled in that period. Because of variability of ore grade in the Companys mining
operations, production efficiency underground is frequently measured against ore tons produced
rather than contained PGM ounces. Because ore tons are first actually weighed as they are fed
into the mill, mill feed is the first point at which production tons are measured precisely.
Consequently, Total Production Cost per Ton Milled (Non-GAAP) is a general measure of production
efficiency, and is
affected both by the level of Total Production Costs (Non-GAAP) and by the
volume of tons produced and fed to the mill.
When divided by the total recoverable PGM ounces from production in the respective period,
Total Production Cost per Ounce (Non-GAAP) - measured for each mine or combined provides an
indication of the cost per ounce produced in that period. Recoverable PGM ounces from
production are an indication of the amount of PGM product extracted through mining in any
period. Because extracting PGM material is ultimately the objective of mining, the cost per
ounce of extracting and processing PGM ounces in a period is a useful measure for comparing
extraction efficiency between periods and between the Companys mines. Consequently, Total
Production Cost per Ounce (Non-GAAP) in any period is a general measure of extraction
efficiency, and is
37
Table of Contents
affected by the level of Total Production Costs (Non-GAAP), by the grade of
the ore produced and by the volume of ore produced in the period.
Total Cash Costs (Non-GAAP): This non-GAAP measure is calculated by excluding the
depreciation and amortization and asset retirement costs from Total Production Costs (Non-GAAP)
for each mine or combined. The Company uses this measure as a comparative indication of the
cash costs related to production and processing in any period.
When divided by the total tons milled in the respective period, Total Cash Cost per Ton
Milled (Non-GAAP) measured for each mine or combined provides an indication of the level of
cash costs incurred per ton milled in that period. Because of variability of ore grade in the
Companys mining operations, production efficiency underground is frequently measured against
ore tons produced rather than contained PGM ounces. Because ore tons are first weighed as they
are fed into the mill, mill feed is the first point at which production tons are measured
precisely. Consequently, Total Cash Cost per Ton Milled (Non-GAAP) is a general measure of
production efficiency, and is affected both by the level of Total Cash Costs (Non-GAAP) and by
the volume of tons produced and fed to the mill.
When divided by the total recoverable PGM ounces from production in the respective period,
Total Cash Cost per Ounce (Non-GAAP) measured for each mine or combined provides an
indication of the level of cash costs incurred per PGM ounce produced in that period.
Recoverable PGM ounces from production are an indication of the amount of PGM product extracted
through mining in any period. Because ultimately extracting PGM material is the objective of
mining, the cash cost per ounce of extracting and processing PGM ounces in a period is a useful
measure for comparing extraction efficiency between periods and between the Companys mines.
Consequently, Total Cash Cost per Ounce (Non-GAAP) in any period is a general measure of
extraction efficiency, and is affected by the level of Total Cash Costs (Non-GAAP), by the grade
of the ore produced and by the volume of ore produced in the period.
Total Operating Costs (Non-GAAP): This non-GAAP measure is derived from Total Cash Costs
(Non-GAAP) for each mine or combined by excluding royalty, tax and insurance expenses from Total
Cash Costs (Non-GAAP). Royalties, taxes and insurance costs are contractual or governmental
obligations outside of the control of the Companys mining operations, and in the case of
royalties and most taxes, are driven more by the level of sales realizations rather than by
operating efficiency. Consequently, Total Operating Costs (Non-GAAP) is a useful indicator of
the level of production and processing costs incurred in a period that are under the control of
mining operations.
When divided by the total tons milled in the respective period, Total Operating Cost per
Ton Milled (Non-GAAP) measured for each mine or combined provides an indication of the level
of controllable cash costs incurred per ton milled in that period. Because of variability of
ore grade in the Companys mining operations, production efficiency underground is frequently
measured against ore tons produced rather than contained PGM ounces. Because ore tons are first
actually weighed as they are fed into the mill, mill feed is the first point at which production
tons are measured precisely. Consequently, Total Operating Cost per Ton Milled (Non-GAAP) is a
general measure of production efficiency, and is affected both by the level of Total Operating
Costs (Non-GAAP) and by the volume of tons produced and fed to the mill.
When divided by the total recoverable PGM ounces from production in the respective period,
Total Operating Cost per Ounce (Non-GAAP) measured for each mine or combined provides an
indication of the level of controllable cash costs incurred per PGM ounce produced in that
period. Recoverable PGM ounces from production are an indication of the amount of PGM product
extracted through mining in any period. Because ultimately extracting PGM material is the
objective of mining, the cost per ounce of extracting and processing PGM ounces in a period is a
useful measure for comparing extraction efficiency between periods and between the Companys
mines. Consequently, Total Operating Cost per Ounce (Non-GAAP) in any period is a general
measure of extraction efficiency, and is affected by the level of Total Operating Costs
(Non-GAAP), by the grade of the ore produced and by the volume of ore produced in the period.
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Table of Contents
Reconciliation of Non-GAAP Measures to Costs of Revenues
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(in thousands) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Consolidated: |
||||||||||||||||
Reconciliation to consolidated costs of revenues: |
||||||||||||||||
Total operating costs (Non-GAAP) |
$ | 42,174 | $ | 39,007 | $ | 117,008 | $ | 121,754 | ||||||||
Royalties, taxes and other |
7,065 | 7,079 | 23,481 | 20,383 | ||||||||||||
Total cash costs (Non-GAAP) |
$ | 49,239 | $ | 46,086 | $ | 140,489 | $ | 142,137 | ||||||||
Asset retirement costs |
136 | 153 | 399 | 450 | ||||||||||||
Depletion, depreciation and amortization |
17,951 | 18,504 | 52,997 | 52,667 | ||||||||||||
Depletion, depreciation and amortization (in inventory) |
642 | 79 | 64 | 22 | ||||||||||||
Total production costs (Non-GAAP) |
$ | 67,968 | $ | 64,822 | $ | 193,949 | $ | 195,276 | ||||||||
Change in product inventories |
(427 | ) | 1,126 | 3,611 | (2,527 | ) | ||||||||||
Cost of PGM recycling |
51,686 | 24,698 | 121,937 | 55,608 | ||||||||||||
PGM recycling depreciation |
129 | 45 | 212 | 134 | ||||||||||||
Add: Profit from PGM recycling |
3,147 | 1,923 | 9,414 | 4,902 | ||||||||||||
Total consolidated costs of revenues (1) |
$ | 122,503 | $ | 92,614 | $ | 329,123 | $ | 253,393 | ||||||||
Stillwater Mine: |
||||||||||||||||
Reconciliation to costs of revenues: |
||||||||||||||||
Total operating costs (Non-GAAP) |
$ | 28,648 | $ | 27,817 | $ | 80,570 | $ | 87,454 | ||||||||
Royalties, taxes and other |
4,843 | 4,953 | 16,243 | 13,997 | ||||||||||||
Total cash costs (Non-GAAP) |
$ | 33,491 | $ | 32,770 | $ | 96,813 | $ | 101,451 | ||||||||
Asset retirement costs |
126 | 128 | 370 | 377 | ||||||||||||
Depletion, depreciation and amortization |
12,532 | 12,524 | 36,535 | 35,306 | ||||||||||||
Depletion, depreciation and amortization (in inventory) |
588 | 288 | 67 | 607 | ||||||||||||
Total production costs (Non-GAAP) |
$ | 46,737 | $ | 45,710 | $ | 133,785 | $ | 137,741 | ||||||||
Change in product inventories |
(178 | ) | 651 | (127 | ) | (4,716 | ) | |||||||||
Add: Profit from PGM recycling |
2,304 | 1,420 | 6,839 | 3,649 | ||||||||||||
Total costs of revenues |
$ | 48,863 | $ | 47,781 | $ | 140,497 | $ | 136,674 | ||||||||
East Boulder Mine: |
||||||||||||||||
Reconciliation to costs of revenues: |
||||||||||||||||
Total operating costs (Non-GAAP) |
$ | 13,526 | $ | 11,190 | $ | 36,438 | $ | 34,300 | ||||||||
Royalties, taxes and other |
2,222 | 2,126 | 7,238 | 6,386 | ||||||||||||
Total cash costs (Non-GAAP) |
$ | 15,748 | $ | 13,316 | $ | 43,676 | $ | 40,686 | ||||||||
Asset retirement costs |
10 | 25 | 29 | 73 | ||||||||||||
Depletion, depreciation and amortization |
5,419 | 5,980 | 16,462 | 17,361 | ||||||||||||
Depletion, depreciation and amortization (in inventory) |
54 | (209 | ) | (3 | ) | (585 | ) | |||||||||
Total production costs (Non-GAAP) |
$ | 21,231 | $ | 19,112 | $ | 60,164 | $ | 57,535 | ||||||||
Change in product inventories |
(249 | ) | 232 | (884 | ) | (3,552 | ) | |||||||||
Add: Profit from PGM recycling |
843 | 503 | 2,575 | 1,253 | ||||||||||||
Total costs of revenues |
$ | 21,825 | $ | 19,847 | $ | 61,855 | $ | 55,236 | ||||||||
PGM recycling and Other (2) |
||||||||||||||||
Reconciliation to costs of revenues: |
||||||||||||||||
Cost of open market purchases |
$ | | $ | 243 | $ | 4,622 | $ | 5,741 | ||||||||
PGM recycling depreciation |
129 | 45 | 212 | 134 | ||||||||||||
Cost of PGM recycling |
51,686 | 24,698 | 121,937 | 55,608 | ||||||||||||
Total costs of revenues |
$ | 51,815 | $ | 24,986 | $ | 126,771 | $ | 61,483 | ||||||||
(1) | Revenues from the sale of mined by-products are credited against gross production costs for Non-GAAP presentation. Revenues from the sale of mined by-products are reported on the Companys financial statements as mined revenue and are included in consolidated costs of revenues. Total costs of revenues in the above table have been reduced by $5.5 million and $6.7 million for the third quarter of 2010 and 2009, respectively. Total costs of revenues in the above table have been reduced by $21.7 million and $17.5 million for the first nine months of 2010 and 2009, respectively. | |
(2) | PGM recycling and Other include PGM recycling and metal purchased on the open market for resale. |
39
Table of Contents
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is exposed to market risk, including the effects of adverse changes in metal
prices and interest rates as discussed below.
Commodity Price Risk
The Company produces and sells palladium, platinum and associated by-product metals
directly to its customers and also through third parties. As a result, financial performance
can be materially affected when prices for these commodities fluctuate. In order to manage
commodity price risk and to reduce the impact of fluctuation in prices, the Company has entered
into long-term agreements with suppliers and customers, from time to time has employed various
derivative financial instruments and attempts to maintain adequate liquidity to sustain
operations during a downturn in PGM prices. Because the Company hedges only with instruments
that have a high correlation with the value of the hedged transactions, changes in the fair
value of the derivatives are expected to be highly effective in offsetting changes in the value
of the hedged transaction.
The Companys remaining long-term automotive supply agreement with Ford Motor Company is
scheduled to expire on December 31, 2010. The floor prices in that agreement apply to 70% of the
Companys mined platinum ounces and 80% of the Companys mined palladium ounces. If the Ford
agreement is not renegotiated or replaced on terms similar to those in the existing agreement,
then once the existing agreement expires, the Companys mining revenues will be more fully
exposed to prevailing market prices. In the current economic environment, the Company believes
it is unlikely that any replacement PGM supply agreement, whether or not with Ford, will include
terms comparable to those in the existing agreement. Consequently, without these pricing
provisions, the risk will increase that the Company may not be able to operate profitably during
future downturns in PGM prices.
The Company customarily enters into fixed forward sales and it periodically enters into
financially settled forward sales transactions that may or may not be accounted for as cash-flow
hedges to mitigate the price risk in its PGM recycling and mine production activities. Under
these customary fixed forward transactions, typically metals contained in the spent catalytic
materials are sold forward at the time the materials are purchased and then are delivered
against the fixed forward contracts when the finished ounces are recovered. The Company
believes such transactions qualify for the exception to hedge accounting treatment provided for
in the accounting literature and so has elected to account for these transactions as normal
purchases and normal sales.
Financially settled forward sales provide another mechanism to offset fluctuations in metal
prices associated with future production, particularly in circumstances where the Company elects
to retain control of the final disposition of the metal. In financially settled forward sales,
the parties agree in advance to a net financial settlement in the future based on the difference
between the market price of the metal on the settlement date and a forward price set at
inception. Consequently, at the settlement date, the Company receives the difference between
the forward price and the market price if the market price is below the forward price, and the
Company pays the difference between the forward price and the market price if the market price
is above the forward price. No metal changes hands between the parties in these financially
settled transactions. The Company generally has accounted for financial settled forward
transactions as cash flow hedges, as they are not eligible for treatment as normal purchases and
normal sales. However, if the Company determines not to document them as cash flow hedges,
these transactions are marked to market in each accounting period and the realized and
unrealized gains or losses are recognized in net income in each period. As of September 30,
2010 and 2009, the Company was not party to any financially settled forward agreements.
Periodically the Company also has entered into financially settled forwards related to its
recycling segment which are not accounted for as cash flow hedges. The realized and unrealized
gains or losses on such transactions therefore are recognized in net income in each period.
40
Table of Contents
Interest Rate Risk
At September 30, 2010, all of the Companys outstanding long-term debt was subject to fixed
rates of interest. Interest income on payments to the Companys recycling suppliers is
generally linked to short-term inter-bank rates.
The Companys convertible debentures and industrial revenue bonds do not contain financial
covenants, other than change in control protection and, in the case of the convertible
debentures, investor make-whole provisions. Consequently, the Company is not subject to
conventional financial covenants at this time.
ITEM 4
CONTROLS AND PROCEDURES
CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures.
The Companys management, with the participation of the Companys Chief Executive Officer
and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period
covered by this report. Based on such evaluation, the Companys Chief Executive Officer and
Chief Financial Officer have concluded that, as of the end of such period, the Companys
disclosure controls and procedures are effective in recording, processing, summarizing and
reporting, on a timely basis, information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act.
Management believes, to the best of its knowledge, that (i) this report does not contain
any untrue statement of a material fact or omit to state any material fact necessary to make the
statements complete, accurate and not misleading, and (ii) the financial statements, and other
financial information included in this report, fairly present in all material respects the
Companys financial condition, results of operations and cash flows as of, and for, the periods
represented in this report.
(b) Internal Control Over Financial Reporting.
In reviewing internal control over financial reporting as of September 30, 2010, management
determined that
during the third quarter of 2010 there have not been any changes in the Companys internal
control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) that have materially affected, or are reasonably likely to materially affect,
the Companys internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS
The Company is involved in various claims and legal actions arising in the ordinary course
of business, primarily employee lawsuits. In the opinion of management, the ultimate
disposition of these matters is not expected to have a material adverse effect on the Companys
financial position, results of operations or liquidity.
ITEM 1A
RISK FACTORS
RISK FACTORS
The Company filed its Annual Report on Form 10-K for the year ended December 31, 2009 with
the Securities and Exchange Commission on February 26, 2010, which sets forth its risk factors
in Item 1A therein. As of the date of this filing, the Company has not experienced any material
changes to the risk factors previously described therein.
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ITEM 5
OTHER INFORMATION
OTHER INFORMATION
Mine Safety Regulations
In
July 2010, the United States Congress passed the Dodd-Frank Wall
Street Reform and Consumer Protection Act (Dodd Frank
Act). Pursuant to Section 1503 of the Dodd Frank Act, the
following mine safety information regarding the Stillwater Mine and
the East Boulder Mine is being provided for the three-month period
ended September 30, 2010.
The
Stillwater Mine and the East Boulder Mine are subject to the Federal
Mine Safety and Health Act of 1977 (FMSHA). The FMSHA is
administered by the Mine Safety and Health Administration
(MSHA). Neither the Stillwater Mine nor the East Boulder
Mine experienced mining-related fatalities or received written notice
from MSHA pursuant to Section 104(e) of the FMSHA of a pattern of
violations of mandatory health or safety standards
that are of such nature as could significantly and substantially
contribute to the cause and effect of health and safety hazards or
the potential for such a pattern. MSHA issued no orders pursuant to
Section 104(b) of the FMSHA, issued no citations or orders pursuant
to Section 104(d) of the FMSHA for unwarrantable failures to comply
with mandatory health or safety standards, did not deem any
violations as flagrant pursuant to Section 110(b)(2) of the FMSHA and
issued no imminent danger orders under Section 107(a) of the FMSHA to
the Stillwater Mine or the East Boulder Mine.
MSHA
issued five citations pursuant to Section 104(a) of the FMSHA for
alleged violations of mandatory health or safety standards that could
significantly and substantially contribute to a mine safety or health
hazard at the Stillwater Mine. MSHA proposed total civil penalties of
$12,681.00 for alleged violations that were cited at the Stillwater
Mine. MSHA also issued five citations pursuant to Section 104(a) of
the FMSHA for alleged violations of mandatory health or safety
standards that could significantly and substantially contribute to a
mine safety or health hazard at the East Boulder Mine. MSHA proposed
total civil penalties of $12,340.00 for alleged violations cited at
the East Boulder Mine. All of the alleged violations cited by MSHA at
the East Boulder Mine and the Stillwater Mine have been abated.
Additionally,
the Stillwater Mine has thirteen pending legal dockets before the
Federal Mine Safety and Health Review Commission
(Commission), and the East Boulder Mine has three pending
legal dockets before the Federal Mine Safety and Health Review
Commission.
The
Company believes that the ultimate disposition of these alleged FMSHA
violations and the pending legal dockets before the Commission are
not expected to have a material adverse effect on the Companys
business, financial condition or results of operations.
ITEM 6
EXHIBITS
EXHIBITS
See attached exhibit index
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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.
Date: October 29, 2010 |
STILLWATER MINING COMPANY (Registrant) |
|||
By: | /s/ Francis R. McAllister | |||
Francis R. McAllister | ||||
Chairman and Chief Executive Officer (Principal Executive Officer) |
||||
Date: October 29, 2010 |
||||
By: | /s/ Gregory A. Wing | |||
Gregory A. Wing | ||||
Vice President and Chief Financial Officer (Principal Financial Officer) |
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Table of Contents
EXHIBITS
Number | Description | |
10.1
|
Arrangement Agreement, dated September 7, 2010 between Stillwater Mining Company, Marathon PGM Corporation and Marathon Gold Corporation, (filed herewith). | |
10.2
|
Amending Agreement, dated October 4, 2010, to the Arrangement Agreement, dated September 7, 2010 between Stillwater Mining Company, Marathon PGM Corporation and Marathon Gold Corporation, (filed herewith). | |
31.1
|
Rule 13a-14(a)/15d-14(a) Certification Chief Executive Officer, dated, October 29, 2010 | |
31.2
|
Rule 13a-14(a)/15d-14(a) Certification Vice President and Chief Financial Officer, dated, October 29, 2010 | |
32.1
|
Section 1350 Certification, dated, October 29, 2010 | |
32.2
|
Section 1350 Certification, dated, October 29, 2010 | |
101
|
The following materials from the Quarterly Report on Form 10-Q of Stillwater Mining Company for the three- and nine- month periods ended September 30, 2010 and 2009, filed on October, 29, 2010, formatted in XBRL (eXtensible Business Reporting Language): (i) Statements of Operations and Comprehensive Income (Loss), (ii) Balance Sheets, (iii) Statements of Cash Flows, (iv) document and entity information, and (v) related notes to these financial statements. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial information contained in the XBRL document is unaudited and these are not the officially publicly filed financial statements of Stillwater Mining Company. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions. In accordance with Rule 402 of Regulation S-T, the information in this Exhibit 101 shall not be deemed filed for the purposes of section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by the specific reference in such filing. |
44