1
FORM 11-K ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
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 & TRUST
STILLWATER MINING COMPANY
737 PALLADIUM PLACE
P.O. BOX 1330
COLUMBUS, MONTANA 59019
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF
ITS PRINCIPAL EXECUTIVE OFFICE:
STILLWATER MINING COMPANY
737 PALLADIUM PLACE
P.O. BOX 1330
COLUMBUS, MT 59019
2
REQUIRED INFORMATION
1. Financial statements filed as a part of this annual report: Stillwater
Mining Company Bargaining Unit 401(k) Plan and Trust - Financial Statements
and Supplemental Schedules, December 31, 2000 and 1999 (With Independent
Auditor's Report Thereon), including the Statements of Net Assets Available
For Benefits as of December 31, 2000 and 1999, the Statement of Changes in
Net Assets Available For Benefits for the Year ended December 31, 2000, and
Notes to Financial Statements for the Years Ended December 31, 2000 and
1999, together with Supplemental Schedule of Schedule H, line 4i - Schedule
of Assets (Held at End of Year) and Schedule G, Part III - Schedule of
Nonexempt Transactions as of December 31, 2000.
2. Exhibit filed as part of this annual report: Exhibit 23 - Consent of KPMG
LLP, independent auditors.
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 AND TRUST
July 13, 2001 /s/ James A. Sabala
- -------------------- -------------------------------------------
Date James A. Sabala
Vice President and Chief Financial Officer
3
STILLWATER MINING COMPANY
EXHIBIT INDEX
Exhibit Document
23 Consent of KPMG LLP, Independent Auditors.
4
STILLWATER MINING COMPANY
BARGAINING UNIT
401(K) PLAN AND TRUST
Financial Statements and Schedules
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
5
STILLWATER MINING COMPANY
BARGAINING UNIT
401(K) PLAN AND TRUST
TABLE OF CONTENTS
Independent Auditors' Report
Statements of Net Assets Available for Benefits - December 31, 2000 and 1999
Statement of Changes in Net Assets Available for Benefits - Year Ended December
31, 2000
Notes to Financial Statements
Schedule
Schedule H, line 4i - Schedule of Assets (Held at End of Year) - December 31, 2000 ....................1
Schedule G, Part III - Schedule of Nonexempt Transactions - Year ended December 31, 2000...............2
6
INDEPENDENT AUDITORS' REPORT
To the Administrator of the
Stillwater Mining Company Bargaining Unit 401(k) Plan and Trust:
We have audited the accompanying statements of net assets available for benefits
of Stillwater Mining Company Bargaining Unit 401(k) Plan and Trust (the "Plan")
as of December 31, 2000 and 1999 and the related statement of changes in net
assets available for benefits for the year ended December 31, 2000. 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 auditing standards generally accepted
in the United States of America. 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, 2000 and 1999, and the changes in net assets available for benefits
for the year ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Schedule H,
line 4i - schedule of assets (held at end of year) as of December 31, 2000 and
Schedule G, Part III - schedule of nonexempt transactions for the year ended
December 31, 2000 are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are 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. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/KPMG LLP
Billings, Montana
June 29, 2001
7
STILLWATER MINING COMPANY
BARGAINING UNIT
401(K) PLAN AND TRUST
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
2000 1999
----------- -----------
Assets:
Cash $ 3,716 --
Investments, at fair value:
Common stock 1,347,104 921,030
Mutual funds 12,120,160 10,240,979
Participant notes receivable 1,328,697 893,750
----------- -----------
Total investments 14,795,961 12,055,759
Receivables:
Employer contributions 75,212 81,405
Participant contributions and loan repayments 114,581 136,255
----------- -----------
Total receivables 189,793 217,660
----------- -----------
Net assets available for benefits $ 14,989,470 12,273,419
=========== ===========
See accompanying notes to financial statements.
8
STILLWATER MINING COMPANY
BARGAINING UNIT
401(K) PLAN AND TRUST
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2000
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 679,301
Interest income on loans 95,445
------------------
Total investment income 774,746
------------------
Contributions:
Employer contributions 1,593,290
Participant contributions and rollovers 3,042,712
------------------
Total additions 5,410,748
Deductions from net assets attributed to:
Net depreciation in fair value of investments 1,846,502
Distributions and withdrawals 828,080
Administrative expenses 20,115
------------------
Total deductions 2,694,697
Net increase 2,716,051
Net assets available for benefits:
Beginning of year 12,273,419
------------------
End of year $ 14,989,470
==================
See accompanying notes to financial statements.
9
STILLWATER MINING COMPANY
BARGAINING UNIT
401(K) PLAN AND TRUST
Notes to Financial Statements
December 31, 2000 and 1999
(1) DESCRIPTION OF THE PLAN
On October 1, 1996, Stillwater Mining Company (the "Company") established
the Stillwater Mining Company Bargaining Unit 401(k) Plan and trust (the
"Plan") for union employees. The following description of the Plan
provides general information only. Participants should refer to the Plan
agreement 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 and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
Effective November 1, 1999, employees are eligible to participate
in the Plan the beginning of the month following the employee's
date of hire. Prior to the change, employees were eligible to
participate in the plan after six consecutive months of service.
(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 was administered under a trust agreement with Fidelity
Management Trust Company through October 31, 1999. Effective
November 1, 1999, the Plan changed trustees to Smith Barney Plan
Services (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 10%
of eligible compensation. The Company contributes an amount equal
to 200% of each participant's elective deferral contribution, up
to 3% of the participant's compensation for the contribution
period. 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,
2000.
(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. Allocations of Plan earnings and
losses are based on individual participant account balances in
relation to the total of all participant account balances.
1
10
STILLWATER MINING COMPANY
BARGAINING UNIT
401(K) PLAN AND TRUST
Notes to Financial Statements
December 31, 2000 and 1999
(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 vested after three years of
service.
(f) 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. During
2000 and 1999, $56,594 and $33,993, 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
2000 totaled $15,565.
(g) PAYMENT OF BENEFITS
When benefit payments are requested, upon termination, retirement
or death, participants or their beneficiaries receive a lump-sum
amount equal to the vested value of his or her account.
(2) SUMMARY OF ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
The Plan's financial statements are prepared using the accrual
method of accounting.
(b) APPRECIATION (DEPRECIATION) OF INVESTMENTS
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 or losses and
the unrealized appreciation (depreciation) of those investments.
(c) 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.
2
11
STILLWATER MINING COMPANY
BARGAINING UNIT
401(K) PLAN AND TRUST
Notes to Financial Statements
December 31, 2000 and 1999
(d) INVESTMENTS
Plan investments are valued at fair value based on the market
value or share price at the end of the year. 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.
Participant notes receivable are valued at principal amount, which
approximates fair value.
(e) CASH
As of December 31, 2000, the Plan had cash which was restricted
for the purchase of common stock.
(f) EXPENSES OF THE PLAN
The Company reimburses substantially all of the expenses incurred
in the administration of the Plan.
(g) NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"). SFAS No. 133 requires that an entity
recognize all derivatives and measure those instruments at fair
value.
SFAS No. 133 is effective for fiscal years beginning after June
14, 2000. Pursuant to SFAS No. 137, the Plan is required to adopt
SFAS No. 133 effective January 1, 2001. Management has not yet
determined the impact of SFAS No. 133 on the Plan financial
statements.
3
12
STILLWATER MINING COMPANY
BARGAINING UNIT
401(K) PLAN AND TRUST
Notes to Financial Statements
December 31, 2000 and 1999
(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:
2000 1999
---------------------------- ----------------------------
NUMBER OF NUMBER OF
SHARES OR SHARES OR
PRINCIPAL PRINCIPAL
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
---------------------------- ----------------------------
Stillwater Mining Company Stock -
Common Stock 34,305 $ 1,347,104 28,895 $ 921,030
Mutual Funds:
Scudder International Fund 22,604 1,137,208 1,957 138,453
Dreyfus Appreciation Fund 18,984 815,153 98,641 4,510,847
Dreyfus Premier Core Value Fund 42,305 1,308,508 90,655 2,794,901
Baron Asset Fund 15,428 839,114 505 29,676
Royce Premier Fund 93,192 916,080 2,636 25,198
Janus Enterprise Fund 12,133 646,313 46,632 182,392
Janus Fund 25,473 847,986 2,379 28,046
Janus Twenty Fund 15,251 835,757 - -
Smith Barney Government Portfolio 2,419,291 2,419,291 860,684 860,684
Other 2,354,750 1,670,782
Loan Fund 1,328,697 1,328,697 893,750 893,750
------------- -------------
$ 14,795,961 $ 12,055,759
============= =============
During 2000, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value by
$1,846,502 as follows:
Common Stock $ 707,453
Mutual funds (2,553,955)
---------------
$ (1,846,502)
===============
(4) PARTICIPANT LOANS
Participant loans shall not exceed the lessor 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 interest or, if greater, the total
individual account up to $10,000. 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. Interest rates on the participant loans
outstanding at December 31, 2000 ranged from 7.0% to 10.25%.
4
13
STILLWATER MINING COMPANY
BARGAINING UNIT
401(K) PLAN AND TRUST
Notes to Financial Statements
December 31, 2000 and 1999
(5) 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.
(6) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Smith
Barney. Smith Barney is the trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest transactions.
Fees paid by the Plan for the investment management services amounted to
$4,550 for the year ended December 31, 2000.
(7) TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated June 4, 1997 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 believes that the Plan is designed and is
currently being operated in compliance with the applicable requirements
of the IRC.
(8) FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair
value of each class of the Plan's financial instruments:
Investments. See Note 2(d) regarding investment valuation.
Participant loans. The carrying amounts approximate fair value
because of the short maturity of those instruments and the rates
of interest associated with payments under the agreements
approximate the current borrowing rates available to participants
for agreements with similar characteristics.
(9) NONEXEMPT TRANSACTIONS
There were two unintentional delays by the Company in submitting
contributions in the aggregate amount of $96,867 to the trustee during
2000. The Company intends to reimburse the Plan for lost interest in the
amount of $9,697 during July 2001.
There were unintentional delays by the Company in submitting certain 2000
contributions due to computer program error in the amount of $2,497 to
the trustee. The Company intends to remit the contributions and to
reimburse the Plan for lost interest in the amount of $716 during July
2001.
5
14
STILLWATER MINING COMPANY
BARGAINING UNIT
401(K) PLAN AND TRUST
Notes to Financial Statements
December 31, 2000 and 1999
There was one unintentional delay by the Company in submitting a
contribution in the amount of $229,860 to the trustee during 1999. The
Company intends to reimburse the Plan for lost interest in the amount of
$2,480 during July, 2001.
6
15
Schedule 1
STILLWATER MINING COMPANY
BARGAINING UNIT
401(K) PLAN AND TRUST
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2000
IDENTITY OF ISSUE, DESCRIPTION OF INVESTMENT INCLUDING
BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST, COLLATERAL, PAR
OR SIMILAR PARTY OR MATURITY VALUE CURRENT VALUE
- ------------------------------------------- ------------------------------------------------------------------------------------
Stillwater Mining Company (a) Stillwater Mining Company Stock - Common Stock $ 1,347,104
Lexington Management Corp. Lexington Worldwide Emerging Markets Fund 268,567
Scudder Scudder International Fund 1,137,208
Dreyfus Corp. Dreyfus Appreciation Fund 815,153
Dreyfus Founders Discovery Fund 106,898
Dreyfus Premier Core Value Fund 1,308,508
Baron Management Baron Asset Fund 839,114
Quest Advisory Corp. Royce Premier Fund 916,080
Warburg Pincus Warburg Pincus Fixed Income Fund 214,933
Strong Capital Management Strong Government Securities Fund 483,530
INVESCO Funds Group Inc. INVESCO Select Income Fund 58,482
Lexington Management Corp. Lexington GNMA Income Fund 102,814
Union Bond & Trust Co. MCM Stable Asset Fund 304,417
American Century/Benham American Century Income & Growth Fund - Investor 247,046
INVESCO Funds Group Inc. INVESCO High Yield Fund 53,111
Janus Capital Corp. Janus Enterprise Fund 646,313
Janus Fund 847,986
Janus Twenty Fund 835,757
Wasatch Advisors, Inc. Wasatch Mid-Cap Fund 36,243
Smith Barney Asset Management (b) Smith Barney S&P 500 Index Fund 478,709
Smith Barney Government Portfolio 2,419,291
Stillwater Mining Company Bargaining
Unit 401(k) Plan and Trust (b) Participant loans; interest rates ranging from 7% to 10.25% 1,328,697
------------------
$ 14,795,961
==================
(a) Party-in-interest to the Plan.
(b) Party-in-interest to the Plan because an affiliate is a service provider
to, and trustee of, the Plan.
See accompanying independent auditors' report.
16
SCHEDULE 2
STILLWATER MINING COMPANY
BARGAINING UNIT
401(K) PLAN AND TRUST
Schedule G, Part III - Schedule of Nonexempt Transactions
Year ended December 31, 2000
DESCRIPTION OF TRANSACTIONS
RELATIONSHIP TO PLAN, INCLUDING MATURITY DATE, RATE
IDENTITY OF EMPLOYER OR OTHER OF INTEREST, COLLATERAL PAR OR PURCHASE
PARTY INVOLVED PARTY-IN-INTEREST MATURITY VALUE PRICE
- ------------------------------------------------------------------------------------------------------------------------------------
Stillwater Mining Company Plan Sponsor Employee deferrals and employer $ --
contributions not deposited to
Plan in a timely manner. (1)
Stillwater Mining Company Plan Sponsor Certain 2000 employee deferrals
and employer contributions not
deposited to Plan in a timely
manner. Interest rate of 28.67%. --
Stillwater Mining Company Plan Sponsor Employee deferrals and employer
contributions not deposited to
Plan in a timely manner (3) --
EXPENSES INCURRED IN NET GAIN OR
IDENTITY OF SELLING LEASE CONNECTION WITH COST OF CURRENT VALUE (LOSS) ON EACH
PARTY INVOLVED PRICE RENTAL TRANSACTION ASSET OF ASSET TRANSACTION
- ------------------------------------------------------------------------------------------------------------------------------------
Stillwater Mining Company -- -- -- $ 9,697 -- --
-----------------
Stillwater Mining Company
-- -- -- 716 -- --
-----------------
Stillwater Mining Company
-- -- -- 2,480 -- --
-----------------
(1) There were two unintentional delays by the Company in submitting
contributions in the aggregate amount of $96,867 to the trustee during
2000. The Company intends to reimburse the Plan for lost interest in the
amount of $9,697 during July 2001.
(2) There were unintentional delays by the Company in submitting certain 2000
employee deferrals and employer contributions due to a computer program
error in the amount of $2,497 to the trustee. The Company intends to
reimburse the Plan for lost interest in the amount of $716 during July
2001.
(3) There was one unintentional delay by the Company in submitting a
contribution in the amount of $229,860 to the trustee during 1999. The
Company intends to reimburse the Plan for lost interest in the amount of
$2,480 during July, 2001.
See accompanying independent auditors' report.