11-K 1 d16462e11vk.htm FORM 11-K e11vk
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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 11-K


     
þ   ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                     TO                    

COMMISSION FILE NUMBER 0-12345

A.   FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:

STILLWATER MINING COMPANY

BARGAINING UNIT 401(K) PLAN

B.   NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:

STILLWATER MINING COMPANY
PO BOX 1330
536 EAST PIKE AVENUE
COLUMBUS, MT 59019



 


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REQUIRED INFORMATION

1.   Financial statements filed as a part of this annual report: Stillwater Mining Company Bargaining Unit 401(k) Plan — Financial Statements and Schedules, December 31, 2003 and 2002 (With Report of Independent Registered Public Accounting Firm), including the Statements of Net Assets Available For Benefits as of December 31, 2003 and 2002, the Statement of Changes in Net Assets Available For Benefits for the years then ended, and Notes to Financial Statements for the years then ended, together with Supplemental Schedule of Schedule H, line 4i — Schedule of Assets (Held at End of Year) December 31, 2003.

2.   Exhibit filed as part of this annual report: Exhibit 23 — Consent of KPMG LLP, Independent Registered Public Accounting Firm.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

STILLWATER MINING COMPANY BARGAINING UNIT 401(K) PLAN

     
June 28, 2004
  /s/ John R. Stark

 
 
 
Date
  John R. Stark
  Vice President, Human Resources,
Corporate Counsel and Secretary

 


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STILLWATER MINING COMPANY
BARGAINING UNIT 401(K) PLAN

Financial Statements and Schedules

December 31, 2003 and 2002

(With Report of Independent Registered Public Accounting Firm)

 



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Report of Independent Registered Public Accounting Firm

To the Administrator of the
      Stillwater Mining Company Bargaining Unit 401(k) Plan:

We have audited the accompanying statements of net assets available for benefits of Stillwater Mining Company Bargaining Unit 401(k) Plan (the “Plan”) as of December 31, 2003 and 2002 and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Schedule H, line 4i – schedule of assets (held at end of year) as of December 31, 2003 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Billings, Montana
May 18, 2004

 


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STILLWATER MINING COMPANY
BARGAINING UNIT 401(K) PLAN

Statements of Net Assets Available for Benefits

December 31, 2003 and 2002

                 
    2003
  2002
Assets:
               
Investments, at fair value (note 3):
               
Common stock
  $ 8,003,103       1,794,435  
Mutual funds
    16,945,828       11,624,979  
Money market account
    2,521,166       2,580,910  
Common/collective trust fund
    1,704,239       1,309,408  
Participant loans
    2,245,731       1,692,456  
 
   
 
     
 
 
Total investments
    31,420,067       19,002,188  
Receivables:
               
Employer contributions
    288,153       289,704  
Participant contributions and loan repayments
    124,078       315,791  
 
   
 
     
 
 
Total receivables
    412,231       605,495  
 
   
 
     
 
 
Net assets available for benefits
  $ 31,832,298       19,607,683  
 
   
 
     
 
 

See accompanying notes to financial statements.

 


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STILLWATER MINING COMPANY
BARGAINING UNIT 401(K) PLAN


Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2003 and 2002

                 
    2003
  2002
Investment income (loss):
               
Net appreciation (depreciation) in fair value of investments
  $ 7,610,383       (4,222,301 )
Interest and dividends
    210,809       232,597  
Interest income on participant loans
    154,236       115,452  
 
   
 
     
 
 
Total investment income (loss)
    7,975,428       (3,874,252 )
Contributions:
               
Employer contributions:
               
Cash
          181,110  
Employer securities
    2,610,523       2,626,216  
Participant contributions
    3,390,619       3,839,793  
Participant rollovers
    57,715       24,352  
 
   
 
     
 
 
Total contributions
    6,058,857       6,671,471  
Deductions from net assets attributed to:
               
Distributions and withdrawals
    1,601,664       1,173,902  
Administrative expenses
    111,309       101,081  
 
   
 
     
 
 
Total deductions
    1,712,973       1,274,983  
 
   
 
     
 
 
Net increase before net transfers to other company plan
    12,321,312       1,522,236  
Net transfers to other company plan
    (96,697 )     (145,830 )
 
   
 
     
 
 
Net increase
    12,224,615       1,376,406  
Net assets available for benefits:
               
Beginning of year
    19,607,683       18,231,277  
 
   
 
     
 
 
End of year
  $ 31,832,298       19,607,683  
 
   
 
     
 
 

See accompanying notes to financial statements.

 


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STILLWATER MINING COMPANY
BARGAINING UNIT 401(K) PLAN

Notes to Financial Statements

December 31, 2003 and 2002

(1)   Description of the Plan
 
    On October 1, 1996, Stillwater Mining Company (the “Company”) established the Stillwater Mining Company Bargaining Unit 401(k) Plan (the “Plan”) for union employees. The following description of the Plan provides general information only. Participants should refer to the Plan Document for a more complete description of the Plan’s provisions.

  (a)   General
 
      The Plan is a defined contribution plan covering all union employees of the Company, as defined in the Plan Document, and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Employees are eligible to participate in the Plan at the beginning of the month following the employee’s date of hire.
 
  (b)   Plan and Trust Administration
 
      The administration of the Plan is the responsibility of the Company. The assets of the Plan are maintained in a trust fund that is administered under a trust agreement with Smith Barney Corporate Trust Company (the “Trustee”).
 
  (c)   Contributions
 
      Each participant has the option to make pre-tax “elective deferral contributions” to the Plan of not less than 1% nor more than 20% of eligible compensation as defined by the Plan Document. The Company contributes an amount equal to 100% of each participant’s elective deferral contribution, up to 6% of the participant’s compensation for the contribution period. The matching Company contribution may be made in Company common stock. Each participant also has the option to make after-tax contributions to the Plan of not less than 1% nor more than 10% of eligible compensation.
 
      The Company may make annual discretionary profit sharing contributions during each Plan year. Profit sharing contributions will be allocated to participants based on the ratio of each participant’s eligible compensation to the total compensation paid to all eligible participants for the Plan year. There were no discretionary contributions during the year ended December 31, 2003.
 
  (d)   Participant Accounts
 
      Each participant’s account is credited with the participant’s contribution and allocation of (a) the Company’s matching contribution, (b) Plan earnings and losses, and (c) discretionary contributions by the Company and are charged with an allocation of administrative expenses. Allocations of Plan earnings and losses are based on individual participant account balances in relation to the total of all participant account balances.

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STILLWATER MINING COMPANY
BARGAINING UNIT 401(K) PLAN

Notes to Financial Statements

December 31, 2003 and 2002

  (e)   Vesting
 
      Participants are at all times fully vested in their voluntary contributions plus actual earnings thereon. Vesting in employer contributions is based on years of continuous service. Participants become 100 percent cliff vested after three years of service.
 
  (f)   Participant Loans
 
      Participant loans shall not exceed the lesser of: (a) $50,000 reduced by the excess of the highest outstanding balance of loans during the one year period ending on the day before the loan is made, over the outstanding balance of loans from the Plan on the date the loan is made; or (b) 50% of the participant’s vested balance. Participant loans bear an interest rate comparable to the rate charged by commercial lenders in the geographical area for similar loans. All participant loans must be repaid within five years, unless the loan is utilized by the participant for the purchase of a principal residence, in which case the term of the loan must be repaid over a reasonable period of time, not to exceed ten years. Interest rates on the participant loans outstanding at December 31, 2003 ranged from 6.0% to 10.0%.
 
  (g)   Payment of Benefits
 
      Upon termination, retirement or death, participants or their beneficiaries may elect to receive an amount equal to the vested value of his or her account in either a lump-sum amount or in installments determined by the participant or their beneficiary.
 
  (h)   Forfeitures
 
      Forfeitures of terminated participants’ non-vested accounts are retained in the Plan and used first to pay administrative expenses and then to reduce future employer matching contributions. At December 31, 2003 and 2002, forfeited nonvested accounts totaled $93,185 and $169,400, respectively. During 2003 and 2002, $235,162 and $125,169, respectively, of employer matching contributions were forfeited by employees who terminated before those amounts became vested.
 
      The amount of forfeitures used to pay administrative expenses in 2003 and 2002 totaled $102,646 and $79,182, respectively.
 
  (i)   Plan to Plan Transfers
 
      Net transfers to other company plan includes $96,697 of net transfers to the Stillwater Mining Company 401(k) Plan for the year ended December 31, 2003. The Stillwater Mining Company 401(k) Plan covers non-union employees of the Company (as defined by the Plan Document) and, therefore, transfers to and from this plan occur when the union membership status of employees changes.

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STILLWATER MINING COMPANY
BARGAINING UNIT 401(K) PLAN

Notes to Financial Statements

December 31, 2003 and 2002

(2)   Summary of Accounting Policies

  (a)   Basis of Accounting
 
      The Plan’s financial statements are prepared using the accrual method of accounting.
 
  (b)   Use of Estimates
 
      The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
 
  (c)   Risks and Uncertainties
 
      The Plan may invest in various types of investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for plan benefits.
 
  (d)   Investment Valuation and Income Recognition
 
      Plan investments in mutual funds, the money market account and common stock are valued at fair value based on the market value or share price at the end of the year. Plan investments in common collective trust funds are valued based on the values of the underlying instruments at the end of the year. Participant loans are valued at principal amount. Purchases and sales of investments are recorded on the trade date. Dividends are recorded as of the ex-dividend date. Interest income is recorded on the accrual basis. The Plan presents in the statement of changes in net assets the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains (losses) and the unrealized appreciation (depreciation) of those investments.
 
  (e)   Expenses of the Plan
 
      The Company may reimburse expenses incurred in the administration of the Plan at its discretion. Substantially all expenses are paid with forfeitures, although some expenses, including but not limited to audit fees, legal expenses and other administrative costs, are paid by the Company.
 
  (f)   Payment of Benefits
 
      Benefits are recorded when paid.

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STILLWATER MINING COMPANY
BARGAINING UNIT 401(K) PLAN

Notes to Financial Statements

December 31, 2003 and 2002

(3)   Investments
 
    The following table presents the fair values of investments that represent 5 percent or more of the Plan’s net assets as determined by quoted market prices as of December 31:

                                 
    2003
  2002
    Number of           Number of    
    shares, units           shares, units    
    or loans
  Fair value
  or loans
  Fair value
Stillwater Mining Company Stock – Common Stock
    834,692     $ 8,003,103       335,287     $ 1,794,435  
Mutual Funds and Money Market Account:
                               
Janus Twenty Fund
    82,406       2,987,903       65,918       1,924,405  
Dreyfus Premier Core Value Fund
    107,340       2,953,268       92,900       2,011,403  
Smith Barney Government Portfolio
    2,521,166       2,521,166       2,580,910       2,580,910  
Scudder International Fund
    49,470       1,904,527       41,214       1,257,627  
Royce Premier Fund
    136,926       1,771,737       121,742       1,145,725  
 
           
 
             
 
 
 
            12,138,601               8,920,070  
Common/Collective Trust Fund:
                               
MCM Stable Value Portfolio
    126,065       1,704,239       100,727       1,309,408  
Participant loans
    396       2,245,731       305       1,692,456  
 
           
 
             
 
 
 
            24,091,674               13,716,369  
 
           
 
             
 
 
Other investments less than 5% of the Plan’s net assets
            7,328,393               5,285,819  
 
           
 
             
 
 
 
          $ 31,420,067             $ 19,002,188  
 
           
 
             
 
 

    During 2003 and 2002, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

                 
    2003
  2002
Common stock
  $ 4,227,493       (1,652,563 )
Mutual funds
    3,324,766       (2,625,240 )
Common/collective trust fund
    58,124       55,502  
 
   
 
     
 
 
 
  $ 7,610,383       (4,222,301 )
 
   
 
     
 
 

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STILLWATER MINING COMPANY
BARGAINING UNIT 401(K) PLAN

Notes to Financial Statements

December 31, 2003 and 2002

(4)   Plan Termination
 
    Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. However, no such action may deprive any participant or beneficiary under the Plan of any vested right. In addition, in the event of Plan termination, participants will be 100% vested in their accounts.
 
(5)   Related Party Transactions
 
    Smith Barney Corporate Trust Company, the trustee as defined by the Plan, and CitiStreet Associates, LLC, the recordkeeper of the Plan, are subsidiaries of Citigroup Inc. Administrative fees paid by the Plan to CitiStreet Associates, LLC amounted to $111,309 and $101,081 for the years ended December 31, 2003 and 2002, respectively. Also, certain Plan investments are shares of mutual funds managed by subsidiaries of Citigroup Inc. These transactions qualify as allowable party-in-interest transactions.
 
    The Company made matching contributions in Company common stock of $2,610,523 and $2,626,216 during the years ended December 31, 2003 and 2002, respectively. At December 31, 2003 and 2002, the Plan held $8,003,103 and $1,794,435, respectively, of common stock.
 
(6)   Tax Status
 
    The Internal Revenue Service has determined and informed the Company by letter dated June 5, 2002 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

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Schedule 1

STILLWATER MINING COMPANY
BARGAINING UNIT 401(K) PLAN

Schedule H, line 4i — Schedule of Assets (Held at End of Year)

December 31, 2003

                         
    (b) Identity of issue,   (c) Description of investment including        
    borrower, lessor   maturity date, rate of interest, collateral,   (d) Number   (e) Current
(a)
  or similar party
  par or maturity value
  of units
  value
*  
Loans
  Interest rates ranging from 6.0% to 10%     396     $ 2,245,731  
   
 
               
 
 
   
 
                2,245,731  
   
Janus Twenty Fund
  Mutual Fund     82,406       2,987,903  
   
Dreyfus Premier Core Value Fund
  Mutual Fund     107,340       2,953,268  
*  
Smith Barney Money Market Gov
  Money Market Account     2,521,166       2,521,166  
   
Scudder International
  Mutual Fund     49,470       1,904,527  
   
Royce Premier
  Mutual Fund     136,926       1,771,737  
   
MCM Stable Value Portfolio
  Common/Collective Trust Fund     126,065       1,704,239  
   
Dreyfus Emerging Markets
  Mutual Fund     69,577       1,173,697  
   
Dreyfus Founders Discovery
  Mutual Fund     36,481       949,661  
   
Janus Fund
  Mutual Fund     32,476       762,204  
   
Dreyfus Appreciation
  Mutual Fund     20,176       749,781  
   
Barron Asset
  Mutual Fund     14,909       655,811  
   
Janus Enterprise
  Mutual Fund     19,308       601,824  
   
Strong Government Securities
  Mutual Fund     51,642       562,106  
*  
CITI S&P500 Index Shares
  Mutual Fund     41,594       470,694  
   
CS Glob Fix-Inc
  Mutual Fund     34,073       344,420  
   
American Cent-Inc. & Growth Inv.
  Mutual Fund     12,294       340,531  
   
Wasatch Ultra Growth Fund
  Mutual Fund     9,398       264,747  
   
ING GNMA Income Fund
  Mutual Fund     25,247       222,935  
   
Loomis Bond Fund Insurance
  Mutual Fund     10,651       141,867  
   
T Rowe Price High Yield
  Mutual Fund     12,516       88,115  
   
 
               
 
 
   
 
                21,171,233  
*  
Stillwater Mining Company
  Common Stock     834,692       8,003,103  
   
 
               
 
 
   
 
                8,003,103  
   
 
              $ 31,420,067  
   
 
               
 
 


*   Party-in-interest to the Plan.

See accompanying report of independent registered public accounting firm.

 


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STILLWATER MINING COMPANY
BARGAINING UNIT 401(K) PLAN

EXHIBIT INDEX

     
Exhibit
  Document
23
  Consent of KPMG LLP, Independent Registered Public Accounting Firm.