Back to GetFilings.com



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2003

or

[  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 1-3295

--

MINERALS TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

DELAWARE

25-1190717

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

405 Lexington Avenue, New York, New York 10174-1901
(Address of principal executive offices, including zip code)

(212) 878-1800
(Registrant's 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 X      

NO           

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES X        

NO           

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

CLASS
Common Stock, $0.10 par value

OUTSTANDING AT October 24, 2003
20,373,203


MINERALS TECHNOLOGIES INC.

INDEX TO FORM 10-Q

 

Page No.

PART I.    FINANCIAL INFORMATION

 
   

Item 1.

 

Financial Statements:

 

   

Condensed Consolidated Statement of Income for the three-month and nine-month periods ended September 28, 2003 and September 29, 2002

3

   

Condensed Consolidated Balance Sheet as of September 28, 2003 and December 31, 2002

4

   

Condensed Consolidated Statement of Cash Flows for the nine-month periods ended September 28, 2003 and September 29, 2002

5

Notes to Condensed Consolidated Financial Statements

6

Independent Auditors' Review Report

13

   
Item 2.  

Management's Discussion and Analysis of Financial Condition and Results of Operations

14

   
Item 3.  

Quantitative and Qualitative Disclosures about Market Risk

19

   
Item 4.  

Controls and Procedures

19

   
PART II. OTHER INFORMATION  
   
Item 1.  

Legal Proceedings

20

   
Item 6.  

Exhibits and Reports on Form 8-K

20

   
Signature

21

 

 

 


 

PART 1.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)

 

Three Months Ended 


 

Nine Months Ended


(in thousands, except per share data) Sept. 28,
2003   
Sept. 29,
2002
   
  Sept. 28,
2003   
Sept. 29,
2002   
Net sales

$198,234 

$192,134

 

$602,058 

$557,962

Operating costs and expenses:          
       Cost of goods sold

150,748 

145,737

 

454,809 

419,823

       Marketing and administrative expenses

21,854 

19,464

 

64,853 

57,257

       Research and development expenses

   6,093 

   5,304

 

  18,713 

  16,833

           
Income from operations

19,539 

21,629

 

63,683 

64,049

Non-operating deductions, net

   1,100 

   1,081

 

   3,568 

   4,040

Income before provision for taxes
      on income and minority interests

18,439 

20,548

 

60,115 

60,009

Provision for taxes on income

(6,338)

5,853

 

5,290 

17,087

Minority interests

      526 

     482

 

   1,374 

   1,169

           
Income before cumulative effect of
      accounting change

24,251 

14,213

 

53,451 

41,753

Cumulative effect of accounting change

         -- 

         --

 

   3,433 

         --

           
Net income

$ 24,251 
===== 

$ 14,213
=====

 

$ 50,018 
===== 

$ 41,753
=====

Earnings per share:          
      Basic:          

Before cumulative effect of accounting change

$     1.20 

$     0.70

 

$     2.65 

$     2.07

Cumulative effect of accounting change

          -- 

         --

 

    (0.17)

         --

 Basic earnings per share

$     1.20 
====== 

$     0.70
======

 

$     2.48 
====== 

$     2.07
======

      Diluted:          

Before cumulative effect of accounting change

$     1.18 

$     0.70

 

$     2.63 

$     2.02

Cumulative effect of accounting change

         -- 

         --

 

   (0.17)

         --

Diluted earnings per share

$     1.18 
====== 

$     0.70
======

 

$     2.46 
====== 

$     2.02
======

           
Cash dividends declared per common share

$   0.025 

$   0.025

 

$   0.075 

$   0.075

           
Shares used in computation of earnings per share:          
      Basic

20,185 

20,201

 

20,132 

20,216

      Diluted

20,489 

20,366

 

20,349 

20,635

See accompanying notes to Condensed Consolidated Financial Statements.

 

 

 

3

 


 

 

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEET

ASSETS

(thousands of dollars)

September 28,
2003*  


 

December 31,
2002**  


Current assets      
   Cash and cash equivalents

$  56,799 

 

$  31,762 

   Accounts receivable, net

151,425 

 

129,608 

   Inventories

86,520 

 

82,909 

   Prepaid expenses and other current assets

  59,682 

 

 46,686 

      Total current assets

354,426 

 

290,965 

       
Property, plant and equipment, less accumulated depreciation and depletion -- September 28, 2003 - $638,771; December 31, 2002 - $578,580

554,825 

 

537,424 

Goodwill

51,732 

 

51,291 

Other assets and deferred charges

  35,593 

 

 20,197 

      Total assets

$996,576 
====== 

 

$899,877 
====== 

       

LIABILITIES AND SHAREHOLDERS' EQUITY

       

Current liabilities:

     

   Short-term debt

$  30,000 

 

$  30,000 

   Current maturities of long-term debt

2,228 

 

1,331 

   Accounts payable

42,416 

 

37,435 

   Other current liabilities

  48,508 

 

 55,171 

      Total current liabilities

123,152 

 

123,937 

       

Long-term debt

99,536 

 

89,020 

Other non-current liabilities

103,494 

 

 92,763 

      Total liabilities

326,182 

 

305,720 

       

Shareholders' equity:

     

   Common stock

2,725 

 

2,694 

   Additional paid-in capital

201,787 

 

190,144 

   Deferred compensation

(1,305)

 

-- 

   Retained earnings

727,245 

 

678,740 

   Accumulated other comprehensive loss

(12,955)

 

(35,034)

 

917,497 

 

836,544 

       

   Less treasury stock

247,103 

 

242,387 

      Total shareholders' equity

670,394 

 

594,157 

       

      Total liabilities and shareholders' equity

$996,576 
====== 

 

$899,877 
====== 

* Unaudited
** Condensed from audited financial statements

See accompanying Notes to Condensed Consolidated Financial Statements.

 

4

 


MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

Nine Months Ended


(thousands of dollars)

Sept. 28,
2003  

Sept. 29,
2002
  

Operating Activities:

   
     
Net income

$  50,018 

$  41,753 

Adjustments to reconcile net income to net cash provided by operating activities:    
      Cumulative effect of accounting change

3,433 

-- 

      Depreciation, depletion and amortization

51,079 

51,322 

      Reversal of tax liabilities

(11,482)

-- 

      Other non-cash items

4,254 

7,650 

      Net changes in operating assets and liabilities

(36,228)

(17,339)

Net cash provided by operating activities

61,074 

83,386 

     
Investing Activities:    
     
Purchases of property, plant and equipment

(40,090)

(27,772)

Acquisition of businesses

(1,900)

(34,100)

Other

   1,229 

      193 

Net cash used in investing activities

(40,761)

(61,679)

     
Financing Activities:    
     
Proceeds from issuance of short-term debt

5,318 

110,350 

Repayment of debt

(5,919)

(138,310)

Purchase of common shares for treasury

(4,716)

(17,332)

Proceeds from issuance of stock under option plan

9,937 

29,141 

Cash dividends paid

  (1,513)

  (1,523)

Net cash provided by (used in) financing activities

   3,107 

(17,674)

     
Effect of exchange rate changes on cash and
      cash equivalents

   1,617 

      (363)

     
Net increase in cash and cash equivalents

25,037 

3,670 

Cash and cash equivalents at beginning of period

  31,762 

  13,046 

Cash and cash equivalents at end of period

  56,799 

  16,716 

     
Supplemental disclosure of cash flow information:    
Interest paid

$    5,518 
====== 

$    5,569 
====== 

     
Income taxes paid

$  10,923 
====== 

$  10,459 
====== 

     
Non-cash investing and financing activities:    
Property, plant and equipment acquired by
      incurring installment obligations

$  11,368 
====== 

$         -- 
====== 

Property, plant and equipment additions related to
      asset retirement obligations

$    6,762 
====== 

$         -- 
====== 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

5

 


MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -- Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Therefore, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for a fair presentation of the financial information for the periods indicated, have been included. The results for the three-month and nine-month periods ended September 28, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.

Note 2 -- Summary of Significant Accounting Policies

     Property, Plant and Equipment

     Property, plant and equipment are recorded at cost. Significant improvements are capitalized, while maintenance and repair expenditures are charged to operations as incurred. The Company capitalizes interest cost as a component of construction in progress. In general, the straight-line method of depreciation is used for financial reporting purposes and accelerated methods are used for U.S. and certain foreign tax reporting purposes. The annual rates of depreciation are 3% - 6.67% for buildings, 6.67% - 12.5% for machinery and equipment, 8% - 12.5% for furniture and fixtures and 12.5% - 25% for computer equipment and software-related assets.

     Property, plant and equipment are amortized over their useful lives. Useful lives are based on management's estimates of the period that the assets can generate revenue, which does not necessarily coincide with the remaining term of a customer's contractual obligation to purchase products made using those assets. The Company's sales of PCC are predominantly pursuant to long-term contracts, initially ten years in length, with paper mills at which the Company operates satellite PCC plants. The terms of many of these agreements have been extended, often in connection with an expansion of the satellite PCC plant. The Company also continues to supply PCC at one location at which the PCC contract has expired. Failure of a PCC customer to renew an agreement or continue to purchase PCC from a Company facility could result in an impairment of assets charge at such facility.

     In the third quarter of 2002, the Company reduced the useful lives of satellite PCC plants at International Paper Company's ("IP") mills due to an increased risk that some or all of these PCC contracts would not be renewed. As a result of this change, the Company also reviewed the useful lives of the assets at its remaining satellite PCC facilities and other plants. During the first quarter of 2003, the Company revised the estimated useful lives of machinery and equipment pertaining to its natural stone mining and processing plants and chemical processing plants from 12.5 years (8%) to 15 years (6.67%) and reduced the useful lives of buildings at certain satellite PCC facilities from 25 years (4%) to 15 years (6.67%). The Company also reduced the estimated useful lives of certain software-related assets due to implementation of a new global enterprise resource planning system. During the second quarter of 2003, the Company reached an agreement with IP that extended eight PCC supply contracts and therefore extended the useful lives of the satellite PCC plants at those IP mills. The net effect of the changes in estimated useful lives, including the deceleration of depreciation at the IP plants, was an increase to diluted earnings per share of $0.04 in the third quarter of 2003 and $0.04 for the first nine months of 2003.

     Depletion of mineral reserves is determined on a unit-of-extraction basis for financial reporting purposes and on a percentage depletion basis for tax purposes.

     Mining costs associated with waste gravel and rock removal in excess of the expected average life of mine stripping ratio are deferred. These costs are charged to production on a unit-of-production basis when the ratio of waste to ore mined is less than the average life of mine stripping ratio.

 

 

6

 


MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Accounting for Stock-Based Compensation

     In December 2002, The FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of SFAS No. 123." This statement amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation, and requires additional disclosures in interim and annual financial statements. The disclosure in interim periods requires pro forma net income and net income per share as if the Company adopted the fair value method of accounting for stock-based awards. The fair value of stock-based awards to employees was calculated using the Black-Scholes option-pricing model, modified for dividends. Pro forma net income and earnings per share reflecting compensation cost for the fair value of stock options were as follows:

 

Three Months Ended


 

Nine Months Ended


(millions of dollars, except per share amounts)

Sept. 28,
2003  

Sept. 29,
2002
  

 

Sept. 28,
2003  

Sept. 29,
2002
  

Income before cumulative effect of accounting change, as reported

$  24.3

$  14.2

 

$  53.5

$  41.8

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

    0.5

    0.5

 

    1.4

    1.6

Pro forma income before cumulative effect of accounting change

23.8

13.7

 

52.1

40.2

Cumulative effect of accounting change

      --

     --

 

  3.4

     --

     Pro forma net income

$  23.8
====

$  13.7
====

 

$  48.7
====

$  40.2
====

     Net income, as reported

$  24.3
====

$  14.2
====

 

$  50.0
====

$  41.8
====

Basic EPS          
Income before cumulative effect of accounting change, as reported

1.20

0.70

 

2.65

2.07

Pro forma income before cumulative effect of accounting change

1.18

0.68

 

2.59

1.99

Pro forma net income

1.18

0.68

 

2.42

1.99

Net income, as reported

1.20

0.70

 

2.48

2.07

Diluted EPS          
Income before cumulative effect of accounting change, as reported

1.18

0.70

 

2.63

2.02

Pro forma income before cumulative effect of accounting change

1.16

0.67

 

2.56

1.95

Pro forma net income

1.16

0.67

 

2.39

1.95

Net income, as reported

1.18

0.70

 

2.46

2.02

 

Note 3 -- Inventories

     The following is a summary of inventories by major category:

(thousands of dollars)

September 28,
2003  


 

December 31,
2002  


Raw materials

$36,129

 

$32,967

Work-in-process

7,851

 

7,153

Finished goods

25,598

 

25,459

Packaging and supplies

16,942

 

17,330

Total inventories

$86,520
=====

 

$82,909
=====

7

 


MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

  Note 4 -- Long-Term Debt and Commitments

     The following is a summary of long-term debt:

(thousands of dollars)

September 28,
2003


December 31,
2002


7.49% Guaranteed Senior Notes Due July 24, 2006

$  50,000

 

$  50,000

Yen-denominated Guaranteed Credit Agreement
   Due March 31, 2007

8,851

 

8,957

Variable/Fixed Rate Industrial
   Development Revenue Bonds Due 2009

4,000

 

4,000

Economic Development Authority Refunding
   Revenue Bonds Series 1999 Due 2010

4,600

 

4,600

Variable/Fixed Rate Industrial
   Development Revenue Bonds Due August 1, 2012

8,000

 

8,000

Variable/Fixed Rate Industrial
   Development Revenue Bonds Series 1999
      Due November 1, 2014

8,200

 

8,200

Variable/Fixed Rate Industrial
   Development Revenue Bonds Due March 31, 2020

5,000

 

5,000

Installment obligations

11,368

 

--

Other borrowings

     1,745

 

    1,594

        Total

101,764

 

90,351

Less: Current maturities

    2,228

 

    1,331

Long-term debt

$  99,536
======

 

$  89,020
======

     On May 31, 2003, the Company acquired land and limestone ore reserves from the Cushenbury Mine Trust for approximately $17.5 million. Approximately $6.1 million was paid at the closing and $11.4 million was financed through an installment obligation. The average interest rate on this obligation is approximately 4.25%. The principal payments are as follows: 2004 - $0.8 million; 2005 - $0.9 million; 2006 - $0.9 million; 2007 - $0.9 million; 2008 - $6.5 million; 2013 - $1.4 million.

Note 5 -- Earnings Per Share (EPS)

     Basic earnings per share are based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share are based upon the weighted average number of common shares outstanding during the period assuming the issuance of common shares for all dilutive potential common shares outstanding. The following table sets forth the computation of basic and diluted earnings per share:

 

Three Months Ended


 

Nine Months Ended


Basic EPS
(in thousands, except per share data)

Sept. 28,
2003  

Sept. 29,
2002  

 

Sept. 28,
 2003  

Sept. 29,
2002  

           

Income before cumulative effect of accounting change

$24,251

$14,213

 

$53,451 

$41,753

           

Cumulative effect of accounting change

        --

        --

 

  3,433 

        --

           

Net income

$24,251
=====

$14,213
=====

 

$50,018 
===== 

$41,753
=====

           

Weighted average shares outstanding

20,185

20,201

 

20,132 

20,216

           

Basic earnings per share before cumulative effect of accounting change

$    1.20

$    0.70

 

$    2.65 

$    2.07

Cumulative effect of accounting change

        --

        --

 

  (0.17)

        --

Basic earnings per share

$    1.20
=====

$    0.70
=====

 

$   2.48 
===== 

$    2.07
=====

 

8

 


MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Three Months Ended


 

Nine Months Ended


Diluted EPS
(in thousands, except per share data)

Sept. 28,
2003

Sept. 29,
2002

 

Sept 28,
 2003

Sept 29,
2002

           
Income before cumulative effect of accounting change

$24,251

$14,213

 

$53,451 

$41,753

Cumulative effect of accounting change

        --

        --

 

  3,433 

        --

Net income

$24,251
=====

$14,213
=====

 

$50,018 
===== 

$41,753
=====

           
Weighted average shares outstanding

20,185

20,201

 

20,132 

20,216

Dilutive effect of stock options and stock units

     304

     165

 

    217 

    419

           

Weighted average shares outstanding, adjusted

20,489

20,366

 

20,349 

20,635

           
Diluted earnings per share before cumulative effect of accounting change

$   1.18

$    0.70

 

$    2.63 

$    2.02

Cumulative effect of accounting change

       --

        --

 

  (0.17)

        --

Diluted earnings per share

$   1.18
=====

$    0.70
=====

 

$    2.46 
===== 

$    2.02
=====

Note 6 -- Comprehensive Income (Loss)

     The following are the components of comprehensive income:

 

Three Months Ended


 

Nine Months Ended


(thousands of dollars)

Sept. 28,
2003  

Sept. 29,
2002 

 

Sept. 28,
2003
  

Sept. 29,
2002  

Net income

$24,251

$14,213 

 

$50,018

$41,753 

Other comprehensive income, net of tax:          
   Foreign currency translation adjustments

2,439

(7,867)

 

21,957

7,044 

   Cash flow hedges:

Net derivative gains (losses) arising during the period

122

(559)

122

(781)

Reclassification adjustment

        --

   (20)

         --

    (243)

Comprehensive income

$26,812
=====

$ 5,767 
===== 

 

$72,097
=====

$47,773 
===== 

     The components of accumulated other comprehensive loss, net of related tax, are as follows:

 

September 28,
 2003  


 

December 31,
2002  


(millions of dollars)

       
Foreign currency translation adjustments

$(10.9)

 

$(32.8)

Minimum pension liability adjustment

(1.3)

 

(1.3)

Net loss on cash flow hedges

  (0.8)

 

  (0.9)

Accumulated other comprehensive loss

$(13.0)
====

 

$(35.0)
====

 

9

 


MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 7 -- Segment and Related Information

     Segment information for the three months and nine months ended September 28, 2003 and September 29, 2002 was as follows:

 

Net Sales


(thousands of dollars)

Three Months Ended


 

Nine Months Ended


 

Sept. 28,
2003
  

Sept. 29,
2002  

 

Sept. 28,
2003
  

Sept. 29,
2002  

Specialty Minerals

$139,106

$132,108

 

$414,238

$384,123

Refractories

  59,128

  60,026

 

187,820

173,839

   Total

$198,234
======

$192,134
======

 

$602,058
======

$557,962
======

 

Income from Operations


(thousands of dollars)

Three Months Ended


 

Nine Months Ended


 

Sept. 28,
2003  

Sept. 29,
2002  

 

Sept. 28,
2003  

Sept. 29,
2002  

Specialty Minerals

$15,012

$16,933

 

$46,140

$47,766

Refractories

  4,527

  4,696

 

17,543

16,283

   Total

$19,539
=====

$21,629
=====

 

$63,683
=====

$64,049
=====

     Included in income from operations of the Specialty Minerals segment for the first quarter of 2003 was a charge for one-time termination benefits of $660,000. Included in income from operations of the Specialty Minerals segment for the first quarter of 2002 was a write-down of impaired assets of $750,000.

     The carrying amount of goodwill by reportable segment as of September 28, 2003 and December 31, 2002 was as follows:

 

Goodwill


(thousands of dollars)

September 28,
2003  

 

December 31,
2002   

Specialty Minerals

$14,959

 

$14,637

Refractories

36,773

 

36,654

   Total

$51,732
=====

 

$51,291
=====

     A reconciliation of the totals reported for the operating segments to the applicable line items in the condensed consolidated financial statements is as follows:

(thousands of dollars)

Three Months Ended


 

Nine Months Ended


Income before provision for taxes on
     income and minority interests:

Sept. 28,
2003  

Sept. 29,
2002 

 

Sept. 28,
2003  

Sept. 29,
2002  

           
Income from operations for reportable segments

$19,539

$21,629

 

$63,683

$64,049

Non-operating deductions, net

  1,100

  1,081

 

  3,568

  4,040

Income before provision for taxes on income and minority interests

$18,439
=====

$20,548
=====

 

$60,115
=====

$60,009
=====

 

10

 


MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 8 -- Goodwill and Other Intangible Assets

     The Company accounts for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill and other intangible assets with indefinite lives are no longer amortized, but instead are tested for impairment at least annually in accordance with the provisions of SFAS No. 142.

     The carrying amount of goodwill was $51.7 million and $51.3 million as of September 28, 2003 and December 31, 2002, respectively. The net change in goodwill since January 1, 2003 was primarily attributable to the effects of foreign exchange rates.

     Acquired intangible assets subject to amortization as of September 28, 2003 and December 31, 2002 were as follows:

 

September 28, 2003 


 

December 31, 2002   


(millions of dollars)