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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
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 April 27, 2005
20,514,282


MINERALS TECHNOLOGIES INC.

INDEX TO FORM 10-Q

 

Page No.

PART I.    FINANCIAL INFORMATION

 
   

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

 

 

 


 

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,
2005

     

March 28,
2004

 
                 

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,
2005*

     

Dec. 31,
2004**

 
               
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,
2005

     

March 28,
2004

 

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,
2005

   

March 28,
2004

 
             

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,
2005

     

March 28,
2004

 
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,
 2005

     

March 28,
 2004

 

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,
2005

     

March 28,
2004

 

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