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 April 3, 2005
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 |
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 |
Outstanding at April 27, 2005 |
MINERALS TECHNOLOGIES INC.
INDEX TO FORM 10-Q
|
Page No. |
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|
PART I. FINANCIAL INFORMATION |
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|
Item 1. |
Financial Statements: |
||
|
Condensed Consolidated Statements of Income for the three-month periods ended April 3, 2005 and March 28, 2004 (Unaudited) |
3 |
||
|
Condensed Consolidated Balance Sheets as of April 3, 2005 and December 31, 2004 (Unaudited) |
4 |
||
|
Condensed Consolidated Statements of Cash Flows for the three-month periods ended April 3, 2005 and March 28, 2004 (Unaudited) |
5 |
||
| Notes to Condensed Consolidated Financial Statements (Unaudited) |
6 |
||
|
Review Report of Independent Registered Public Accounting Firm |
14 |
||
| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
15 |
|
| Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
21 |
|
| Item 4. |
Controls and Procedures |
21 |
|
| PART II. OTHER INFORMATION | |||
| Item 1. |
Legal Proceedings |
22 |
|
| Item 2. |
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
22 |
|
| Item 6. |
Exhibits |
22 |
|
| Signature |
23 |
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PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
|
Three Months Ended |
||||||||||
|
(in thousands, except per share data) |
April 3, |
March 28, |
||||||||
|
Net sales |
$ |
250,816 |
$ |
209,473 |
||||||
|
Operating costs and expenses: |
||||||||||
| Cost of goods sold |
192,985 |
159,807 |
||||||||
| Marketing and administrative expenses |
26,618 |
22,211 |
||||||||
| Research and development expenses |
7,154 |
6,817 |
||||||||
| Restructuring costs |
-- |
572 |
||||||||
| Income from operations |
24,059 |
20,066 |
||||||||
| Non-operating deductions, net |
1,218 |
1,565 |
||||||||
| Income before provision for taxes | ||||||||||
| on income and minority interests |
22,841 |
18,501 |
||||||||
| Provision for taxes on income |
7,126 |
5,500 |
||||||||
| Minority interests |
477 |
411 |
||||||||
|
Net income |
$ |
15,238 |
$ |
12,590 |
||||||
| Earnings per share: | ||||||||||
| Basic earnings per share |
$ |
0.74 |
$ |
0.61 |
||||||
| Diluted earnings per share |
$ |
0.73 |
$ |
0.61 |
||||||
| Cash dividends declared per common share |
$ |
0.050 |
$ |
0.050 |
||||||
| Shares used in computation of earnings per share: | ||||||||||
| Basic |
20,530 |
20,479 |
||||||||
| Diluted |
20,798 |
20,716 |
||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
|
ASSETS |
|||||||||
|
(thousands of dollars) |
April 3, |
Dec. 31, |
|||||||
| Current assets: | |||||||||
| Cash and cash equivalents |
$ |
90,981 |
$ |
105,767 |
|||||
| Short-term investments, at cost which approximates market |
-- |
7,200 |
|||||||
| Accounts receivables, net |
176,589 |
156,276 |
|||||||
| Inventories |
112,119 |
106,125 |
|||||||
| Prepaid expenses and other current assets |
26,333 |
20,303 |
|||||||
| Total current assets |
406,022 |
395,671 |
|||||||
| Property, plant and equipment, less accumulated depreciation and depletion - April 3, 2005 - $724,197; December 31, 2004 - $715,891 |
610,412 |
614,285 |
|||||||
| Goodwill |
53,382 |
53,729 |
|||||||
| Prepaid benefit cost |
60,671 |
61,617 |
|||||||
| Other assets and deferred charges |
29,946 |
29,600 |
|||||||
| Total assets |
$ |
1,160,433 |
$ |
1,154,902 |
|||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||||||
| Current liabilities: | |||||||||
| Short-term debt |
$ |
36,903 |
$ |
30,000 |
|||||
| Current maturities of long-term debt |
3,779 |
3,917 |
|||||||
| Accounts payable |
58,282 |
56,381 |
|||||||
| Other current liabilities |
61,341 |
62,555 |
|||||||
| Total current liabilities |
160,305 |
152,853 |
|||||||
| Long-term debt |
93,903 |
94,811 |
|||||||
| Other non-current liabilities |
110,803 |
107,925 |
|||||||
| Total liabilities |
365,011 |
355,589 |
|||||||
| Shareholders' equity: | |||||||||
| Common stock |
2,784 |
2,778 |
|||||||
| Additional paid-in capital |
253,581 |
248,230 |
|||||||
| Deferred compensation |
(4,147 |
) |
(2,088 |
) | |||||
| Retained earnings |
793,610 |
779,397 |
|||||||
| Accumulated other comprehensive income |
21,428 |
35,624 |
|||||||
|
1,067,256 |
1,063,941 |
||||||||
| Less treasury stock |
(271,834 |
) |
(264,628 |
) | |||||
| Total shareholders' equity |
795,422 |
799,313 |
|||||||
| Total liabilities and shareholders' equity |
$ |
1,160,433 |
$ |
1,154,902 |
|||||
* Unaudited
** Condensed from audited financial statements
See accompanying Notes to Condensed Consolidated Financial Statements.
4
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
Three Months Ended |
|||||||||||
|
(thousands of dollars) |
April 3, |
March 28, |
|||||||||
|
Operating Activities: |
|||||||||||
| Net income |
$ |
15,238 |
$ |
12,590 |
|||||||
| Adjustments to reconcile net income to net cash | |||||||||||
| provided by operating activities: | |||||||||||
| Depreciation, depletion and amortization |
17,874 |
17,481 |
|||||||||
| Other non-cash items |
3,156 |
2,926 |
|||||||||
| Net changes in operating activities |
(31,637 |
) |
( 14,311 |
) | |||||||
| Net cash provided by operating activities |
4,631 |
18,686 |
|||||||||
| Investing Activities: | |||||||||||
| Purchases of property, plant and equipment |
(23,327 |
) |
( 17,518 |
) | |||||||
| Proceeds from sale of short-term investments |
7,200 |
-- |
|||||||||
| Net cash used in investing activities |
(16,127 |
) |
( 17,518 |
) | |||||||
| Financing Activities: | |||||||||||
| Proceeds from issuance of short-term debt |
77,973 |
-- |
|||||||||
| Repayment of debt |
(71,752 |
) |
( 352 |
) | |||||||
| Purchase of common shares for treasury |
(7,206 |
) |
(4,487 |
) | |||||||
| Proceeds from issuance of stock under option plan |
2,537 |
1,494 |
|||||||||
| Cash dividends paid |
(1,025 |
) |
(1,023 |
) | |||||||
| Net cash provided by (used in) financing activities |
527 |
(4,368 |
) | ||||||||
| Effect of exchange rate changes on cash and | |||||||||||
| cash equivalents |
(3,817 |
) |
( 754 |
) | |||||||
| Net decrease in cash and cash equivalents |
(14,786 |
) |
( 3,954 |
) | |||||||
| Cash and cash equivalents at beginning of period |
105,767 |
90,515 |
|||||||||
| Cash and cash equivalents at end of period |
$ |
90,981 |
$ |
86,561 |
|||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Interest paid |
$ |
2,449 |
$ |
2,357 |
|||||||
| Income taxes paid |
$ |
4,717 |
$ |
4,531 |
|||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 U.S. 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, 2004. 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 period ended April 3, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.
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 depreciated 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 precipitated calcium carbonate ("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 three locations at which the PCC contract has expired and one location, representing one unit of PCC production, at which the host mill has provided notice to the Company of its plans to cancel the PCC supply contract upon its expiration in 2006. 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 or accelerated depreciation at such facility.
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.
Note 3 -- Accounting for Stock-Based Compensation
In December 2004, the FASB issued SFAS No. 123-R, "Share-Based Payments." This statement replaces Statement No. 123 and supercedes APB Opinion 25 covering a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. It will require companies to recognize the compensation costs relating to share-based payments to their employees in their financial statements. This statement will be effective for fiscal years beginning after June 15, 2005. The Company is in the process of analyzing the impact this new pronouncement will
6
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
have on its operations. In the interim, the Company will continue its proforma disclosure as required under SFAS No. 148, "Accounting for Stock-Based Compensation."
The fair value of stock-based awards to employees was calculated using the Black-Scholes option-pricing model, modified for dividends, with the following weighted average assumptions:
|
April 3, |
March 28, |
|||||
|
Expected life (years) |
7 |
7 |
||||
|
Interest rate |
4.33 |
% |
3.33 |
% | ||
|
Volatility |
29.35 |
% |
30.47 |
% | ||
|
Expected dividend yield |
0.32 |
% |
0.37 |
% |
Pro forma net income and earnings per share reflecting compensation cost for the fair value of stock options were as follows:
|
Three Months Ended |
|||||||||
| (millions of dollars, except per share amounts) |
April 3, |
March 28, |
|||||||
| Net income, as reported |
$ |
15.2 |
$ |
12.6 |
|||||
| Add: Stock-based employee compensation | |||||||||
| included in reported net income, net of related tax effects |
0.1 |
0.1 |
|||||||
| Deduct: Total stock-based employee compensation expense | |||||||||
| determined under fair value based method for all awards, | |||||||||
| net of related tax effects |
(0.5 |
) |
(0.6 |
) | |||||
| Pro forma net income |
14.8 |
12.1 |
|||||||
| Basic EPS | |||||||||
| Net income, as reported |
$ |
0.74 |
$ |
0.61 |
|||||
| Pro forma net income |
$ |
0.72 |
$ |
0.59 |
|||||
| Diluted EPS | |||||||||
| Net income, as reported |
$ |
0.73 |
$ |
0.61 |
|||||
| Pro forma net income |
$ |
0.72 |
$ |
0.59 |
|||||
Note 4 -- 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 |
||||||||
| Basic EPS (in thousands, except per share data) |
April 3, |
March 28, |
||||||
|
Net income |
$ |
15,238 |
$ |
12,590 |
||||
|
Weighted average shares outstanding |
20,530 |
20,479 |
||||||
|
Basic earnings per share |
$ |
0.74 |
$ |
0.61 |
||||
7
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
Three Months Ended |
|||||||
| Diluted EPS (in thousands, except per share data) |
April 3, |
March 28, |
|||||
|
Net income |
$ |
15,238 |
$ |
12,590 |
|||
|
Weighted average shares outstanding |
20,530 |
20,479 |
|||||
|
Dilutive effect of stock options and stock units |
268 |
237 |
|||||
|
Weighted average shares outstanding, adjusted |
20,798 |
20,716 |
|||||