NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
NOTE 1
DESCRIPTION OF PLAN
The following description of Stillwater Mining Company Bargaining Unit 401(k) Plan (the Plan) provides only
general information. Participants should refer to the Plan document for a more complete description of the Plans provisions.
General
The Plan is a
qualified 401 (k) defined contribution plan subject to the Employee Retirement Income Security Act of 1974 (ERISA). The Plan became effective October 1, 1996 and was most recently restated January 1, 2016. The Benefit Plan Committee
is responsible for the oversight of the Plan and determines the appropriateness of the Plans investment offerings, monitors investment performance, and reports to the Plans Board of Directors.
Eligibility
The union
employees of Stillwater Mining Company (the Company) are eligible to participate in the deferral and match components of the Plan upon the employees date of hire. Eligible union employees enter the Plan the first day of the month immediately
following or coincident with the date the eligibility provisions are met.
Contributions
The Plan includes a salary deferral arrangement allowed under Section 401(k) of the Internal Revenue Code (IRC). Eligible participants are
permitted to elect a percentage, as limited by Plan provisions, of their compensation contributed as pre-tax 401(k) contributions to the Plan.
Participants may also make after-tax contributions to the Plan, as limited by Plan provisions. Participants who have attained age 50 by the end
of the plan year are eligible to make catch-up contributions.
The Company matching contributions are equal to 100% of each
participants elected deferral contribution, up to 8% of the participants compensation, for the contribution period.
The Plan
allows for Company matching contributions in Company common stock or cash. Effective September 1, 2015, the Company discontinued making the Company match in the form of Company common stock.
The Company may elect to make a discretionary non-elective contribution to the Plan. Non-elective contributions are allocated to participants
based on the ratio of each participants eligible compensation to the total compensation paid to all eligible participants for the plan year. Participants must be employed on the last day of the plan year to receive non-elective contributions.
There were no discretionary non-elective contributions for the year ended December 31, 2015.
Participants may also contribute amounts
representing distributions from other qualified defined benefit or defined contribution plans (rollover). Participants direct the investment of contributions into various investment options offered by the Plan. Contributions are subject to certain
Internal Revenue Service (IRS) limitations.
(5)
STILLWATER MINING COMPANY
BARGAINING UNIT 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
NOTE 1 DESCRIPTION OF PLAN (CONTINUED)
Participant Accounts
Each participants account is credited with the participants voluntary contributions, the Companys matching contribution, an
allocation of the Companys discretionary non-elective contribution, and an allocation of Plan earnings or losses. Participant accounts are charged with an allocation of administrative expenses that are paid by the Plan. Allocations are based
on participant earnings or account balances, or participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided by the participants vested account.
Effective October 1, 2015, participants can no longer direct their monies to purchase shares of Stillwater Mining Company common stock.
Vesting
Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Company contribution portion
of their accounts, plus actual earnings thereon, is based on years of credited service. A participant is 100% vested after a cliff of three years of credited service. Notwithstanding the above, a participant is fully vested upon reaching normal
retirement age, death, or permanent disability.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 (reduced by the excess, if
any, 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 50% of their vested account balance. The
notes are secured by the balance in the participants account and bear an interest rate of prime, as reported by the U.S. Federal Reserve on the last business day of a calendar quarter effective for loans made on and after the first business
day of the subsequent quarter, plus 2%. Principal and interest are paid ratably through payroll deductions.
Payment of Benefits
Upon termination of service due to death, disability, or retirement, a participant may elect to receive the value of the vested
interest in his or her account in the form of a lump sum distribution or installments. The Plan allows for in-service distributions if a participant reaches age
59
1
⁄
2
and allows for hardship distributions subject to Plan provisions. If a participant terminates employment and the participants account balance does
not exceed $1,000, the Plan administrator will authorize the benefit payment without the participants consent. If the balance of the terminated participants account is between $1,000 and $5,000, the Plan Sponsor may authorize that the
benefit payment be rolled into an individual retirement account in the participants name.
(6)
STILLWATER MINING COMPANY
BARGAINING UNIT 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
NOTE 1 DESCRIPTION OF PLAN (CONTINUED)
Forfeitures
The nonvested portion of terminated participants accounts are used to pay administrative expenses and fund future Company contributions.
Forfeited nonvested accounts as of December 31, 2015 and 2014 totaled $235,819 and $148,556, respectively. There was $18,203 of forfeitures used to pay administrative expenses for the year ended December 31, 2015. There was $318,047 of
forfeitures used to fund Company matching contributions for the year ended December 31, 2015. There was $10,360 returned to participants for the year ended December 31, 2015. There was $433,873 forfeited by participants for the year ended
December 31, 2015.
Plan to Plan Transfers
The Company also sponsors the Stillwater Mining Company 401(k) Plan, which covers non-union employees of the Company (as defined by the plan
document). Transfers to and from this Plan occur when the union membership status of an employee changes. There were net transfers out of the Plan of $420,117 during the year ended December 31, 2015.
Plan Termination
Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the participants would become 100% vested in their Company contributions.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The
financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
Investment Valuation and Income Recognition
The Plans investments are reported at fair value (except for fully benefit-responsive investment contracts, which are reported at
contract value). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Benefit Plan Committee determines the Plans
valuation policies utilizing information provided by the investment advisers, custodians, and insurance company. See Note 3 for a discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date. Net appreciation (depreciation) includes the Plans gains and losses on investments bought and sold as well as held during the plan year.
(7)
STILLWATER MINING COMPANY
BARGAINING UNIT 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Administrative Expenses
The Plans expenses are paid either by the Plan or the Company. Expenses paid directly by the Company are excluded from these financial
statements. Certain expenses incurred in connection with the general administration of the Plan that are paid by the Plan are recorded as deductions in the accompanying statements of changes in net assets available for benefits. In addition, certain
investment related expenses are included in net depreciation in fair value of investments presented in the accompanying statements of changes in net assets available for benefits.
Notes Receivable from Participants
Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when incurred. No
allowance for credit losses has been recorded as of December 31, 2015 or 2014. Delinquent notes receivable are recorded as distributions on the basis of the terms of the Plan document.
Distributions to Participants
Distributions to participants are recorded when paid by the trustee.
Use of Estimates
The
preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Risks and
Uncertainties
The Plan invests in various investment securities. These investment securities are exposed to various risks such as
interest rate, market, liquidity and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of the investment securities will occur in the near term and that
such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits.
As of December 31, 2015 and 2014, Plan investments included $24,965,954 and $34,879,071 of Company common stock, respectively. This
investment is exposed to market risk from changes in the fair value of such shares.
Reclassifications
Certain amounts in the 2014 financial statements have been reclassified to conform with the 2015 presentation. These reclassifications do not
affect net assets available for benefits as previously reported.
(8)
STILLWATER MINING COMPANY
BARGAINING UNIT 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Subsequent Events
The Plan has evaluated subsequent events through June 28, 2016, the date the financial statements were available to be issued.
Recent Accounting Pronouncements
In July 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2015-12,
Plan Accounting: Defined Benefit
Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date
Practical Expedient
. Part I clarifies fully benefit-responsive investment contracts are limited to direct investments between the Plan and the issuer. Part I also eliminates the requirements to measure the fair value of fully benefit-responsive
investment contracts and provide certain disclosures. Contract value is the only required measurement for fully benefit-responsive investment contracts. Part II eliminates the requirements to disclose individual investments that represent 5 percent
or more of net assets available for benefits and the net appreciation or depreciation in fair value of investments by general type. Part II also simplifies the level of disaggregation of investments that are measured at fair value. Plans will
continue to disaggregate investments that are measured at fair value by general type; however, plans are no longer required to also disaggregate investments by nature, characteristics, and risks. Further, the disclosure of information about fair
value measurements should be provided by general type of plan asset. Part III is not applicable to the Plan. The ASU is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The amendments within Parts I
and II require retrospective application. Management has elected to early adopt the provisions of Parts I and II of this new standard. Accordingly, these provisions were retrospectively applied.
NOTE 3 FAIR VALUE OF INVESTMENTS
The
Fair
Value Measurement
topic of the FASB
Accounting Standards Codification
provides the framework for measuring fair value. That framework provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value
hierarchy are described as follows:
Level 1
Inputs to the valuation methodology are unadjusted quoted prices for identical
assets or liabilities in active markets that the Plan has the ability to access.
Level 2
Inputs other than quoted prices
included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as:
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|
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quoted prices for similar assets or liabilities in active markets;
|
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|
|
quoted prices for identical or similar assets or liabilities in inactive markets;
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(9)
STILLWATER MINING COMPANY
BARGAINING UNIT 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
NOTE 3 FAIR VALUE OF INVESTMENTS (CONTINUED)
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inputs other than quoted prices that are observable for the asset or liability;
|
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|
inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the
asset or liability.
Level 3
Inputs to the valuation methodology are unobservable and significant to the fair market value
measurement. The unobservable inputs reflect the Plans own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The asset or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is
significant to the fair value measurement. Valuation techniques used must maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for investments measured at fair value. There have been no changes in the
valuation methodologies used during 2015 and 2014.
Mutual Funds:
Valued at the daily closing price as reported by the fund. Mutual
funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan
are deemed to be actively traded.
Common Stock:
Valued at the closing price reported in the active market in which the
individual security is traded.
The following tables set forth by level, within the fair value hierarchy, the Plans
investments at fair value as of December 31:
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|
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2015
|
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Level 1
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|
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Level 2
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Level 3
|
|
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Total
|
|
Mutual Funds
|
|
$
|
71,072,991
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
71,072,991
|
|
Common Stock
|
|
|
24,965,954
|
|
|
|
|
|
|
|
|
|
|
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24,965,954
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments at Fair Value
|
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$
|
96,038,945
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
96,038,945
|
|
|
|
|
|
|
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|
|
|
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2014
|
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Level 1
|
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Level 2
|
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|
Level 3
|
|
|
Total
|
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Mutual Funds
|
|
$
|
71,603,989
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
71,603,989
|
|
Common Stock
|
|
|
34,879,071
|
|
|
|
|
|
|
|
|
|
|
|
34,879,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments at Fair Value
|
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$
|
106,483,060
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
106,483,060
|
|
|
|
|
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|
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(10)
STILLWATER MINING COMPANY
BARGAINING UNIT 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
NOTE 4 GROUP ANNUITY CONTRACT WITH INSURANCE COMPANY
Effective December 1, 2014, the Plan entered into a benefit-responsive evergreen group annuity contract with Prudential Retirement
Insurance and Annuity Company (PRIAC). This product is backed by the full faith and credit of PRIAC. This is not considered a traditional guaranteed investment contract. PRIAC maintains the contributions in a general account. The guaranteed
investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.
Interest is credited on contract balances using a single portfolio rate approach. Under this methodology, a single interest crediting rate is
applied to all contributions made to the product regardless of the timing of those contributions. Interest crediting rates are reviewed on a semi-annual basis for resetting. The crediting rate is based on a formula established by the contract issuer
but may not be less than 1.5%. The crediting interest rate was 1.95% as of December 31, 2015.
This contract meets the fully
benefit-responsive investment contract criteria and therefore is reported at contract value. Contract value is the relevant measure for fully benefit-responsive investment contracts because this is the amount received by participants if they were to
initiate permitted transactions under the terms of the Plan. Contract value, as reported to the Plan by PRIAC, represents contributions made under the contract, plus earnings, less participant withdrawals, and administrative expenses. Participants
may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
Generally, there are no events
that could limit the ability of the Plan to transact at contract value paid within 90 days or in rare circumstances, contract value paid over time. There are no events that allow the issuer to terminate the contract and which require the Plan
sponsor to settle at an amount different than contract value paid either within 90 days or over time.
NOTE 5 INCOME TAX STATUS
The Plan is placing reliance on a favorable opinion letter dated April 29, 2014 received from the IRS on the prototype plan indicating
that the Plan is qualified under Section 401 of the IRC and is therefore not subject to tax under current income tax law. The prototype Plan has been amended since receiving the prototype opinion 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 and, therefore, believes that the Plan is qualified, and the related trust is tax-exempt.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan.
The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2015 and 2014 there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability
(or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing authorities; however, there are currently no audits for any tax years in progress. The Plan administrator believes it is no longer subject to
income tax examinations for years prior to 2012.
(11)
STILLWATER MINING COMPANY
BARGAINING UNIT 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2015 AND 2014
NOTE 6 PARTY-IN-INTEREST TRANSACTIONS
Prudential Bank & Trust, FSB, the Plan trustee as of December 1, 2014, is a wholly-owned subsidiary of Prudential Financial.
Prudential Retirement, the record keeper of the Plan effective December 1, 2014, is a division of Prudential Financial. The operations of Prudential Retirement are conducted principally through PRIAC, a wholly-owned subsidiary of Prudential
Financial. Certain Plan investments are managed by PRIAC. These transactions qualified as exempt party-in-interest transactions.
Fees
incurred by the Plan for services with PRIAC, Prudential Retirement, and Prudential Bank & Trust, FSB are considered exempt party-in-interest transactions.
The Company made matching contributions in Company common stock of $4,740,572 (374,370 shares) during the year ended December 31, 2015. As
of December 31, 2015, the Plan held $24,965,954 (2,913,181 shares) of Company common stock. As of December 31, 2014, the Plan held $34,879,071 (2,366,287 shares) of Company common stock.
NOTE 7 RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31:
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2015
|
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2014
|
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Net Assets Available for Benefits per the Financial Statements
|
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$
|
135,147,578
|
|
|
$
|
147,281,008
|
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Deemed Distributions of Participant Loans
|
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|
(34,308
|
)
|
|
|
(39,529
|
)
|
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|
|
|
|
|
|
|
|
Net Assets Available for Benefits per Form 5500
|
|
$
|
135,113,270
|
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$
|
147,241,479
|
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The following is a reconciliation of the change in net assets available for benefits per the financial
statements to the Form 5500 for the year ended December 31, 2015:
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Decrease in Net Assets Available for Benefits per Financial Statements
|
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$
|
(12,133,430
|
)
|
Distribution of Prior Year Deemed Loans on Financial Statements
|
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|
19,323
|
|
Add: Current Year Deemed Distribution of Participant Loans
|
|
|
(14,102
|
)
|
|
|
|
|
|
Decrease in Net Assets Available for Benefits per Form 5500
|
|
$
|
(12,128,209
|
)
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(12)