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[Minerals Technologies Inc. Letterhead]
January 24, 2007
Mr. John Hartz
Senior Assistant Chief Accountant
Division of Corporate Finance, Mail Stop 7010
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010
Re: Minerals Technologies Inc.
Form 10-K for the fiscal year ended December 31, 2005 filed March 8, 2006
Forms 10-Q for the fiscal quarters ended April 2, 2006, July 2, 2006 and
October 1, 2006
File No. 1-11430
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Dear Mr. Hartz:
On behalf of Minerals Technologies Inc. (the "Company"), I hereby transmit for
filing this letter in response to the comments of the Staff of the Securities
and Exchange Commission (the "Commission") dated December 22, 2006 regarding the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005
filed on March 8, 2006 and Form 10-Q for the quarter ended October 1, 2006 filed
on November 2, 2006. For your convenience, I have set forth below in bold your
numbered comments in their entirety followed by the responses thereto.
Form 10-K for the Fiscal Year Ended December 31, 2005
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Item 7. Management's Discussion and Analysis of Financial Conditions and Results
of Operations, Page 14
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Results of Operations, Page 15
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1. We note for most of your PCC contracts, which represents a significant
portion of your net sales, that you make revenue adjustments in the fourth
quarter to reflect actual volume sold. In future filings, please disclose
the amount of such adjustments for each period presented or state that
such adjustments are immaterial. Also refer to Item 302(A)(3) of
Regulation S-K for additional guidance.
In future filings, we will disclose the aggregate effect of our fourth quarter
revenue adjustments related to actual annual volume sold in accordance with our
PCC supply contracts should such amounts be material to the results of the
quarter. If such amounts are not material to the results of operations for the
year and/or the fourth quarter, we will disclose that such adjustments are
immaterial in future filings.
These adjustments have not been material to the Company's results of operations
for each of the years ended December 31, 2005, 2004 and 2003 and for each of the
fourth quarters ended December 31, 2005, 2004 and 2003.
2. We note that you are supplying PCC at a location where your contract has
expired as of December 31, 2005 and continues to be expired as of October
1, 2006. In future filings, please disclose the amount of assets that may
be at-risk of impairment and/or accelerated depreciation. Please also
disclose the amount of revenues and profit at-risk, if material. This
disclosure would also be relevant for those satellite facilities that have
been closed during any of the periods presented in terms of lost revenues
and profit. Section 216 of the Financial Reporting Codification states
that "registrants have an obligation to forewarn public investors of the
deteriorating conditions which, unless reversed, may result in a
subsequent write-off. This includes an obligation to provide information
regarding the magnitude of exposure to loss." Please also refer to
Sections 501.02 and 501.12.b.3 of the Financial Reporting Codification for
additional guidance.
We have reviewed the relevant Sections of the Codification of Financial
Reporting Policies and will disclose in future filings the quantification of any
material known trends and uncertainties that could have an impact on the
company's liquidity, capital resources or results of operations. This will
include the amounts of assets that are at-risk of impairment or accelerated
depreciation and the approximate potential impact on future revenues and profit
should the relevant contract not be renewed. In addition, in future filings, we
will also quantify the impact on revenues and profits of satellite PCC
facilities that have been closed if such amounts are material or if such amounts
are not material to the results of operations or the statement of financial
position, we will disclose that such amounts are immaterial.
Liquidity and Capital Resources, page 19
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3. We note that accounts receivable increased 17.9% as of December 31, 2005
and inventories increased 12% as of December 31, 2005, whereas net sales
increased 7.8% for fiscal year 2005. As such, please include an analysis
of days sales outstanding and inventory turnover rates for each period
presented and explain any material variances. Refer to instruction 5 to
Item 303(A) of Regulation S-K for guidance.
The following is an analysis of days of sales outstanding as of December 31,
2005 and 2004:
2005 2004
---- ----
Consolidated 60 53
Specialty Minerals 55 46
Refractories 72 69
In late 2005, we initiated a series of price increases and surcharges associated
with higher costs of energy and raw materials which partially contributed to the
increase in accounts receivable at a higher rate than sales. Our credit and
collections department had more customer inquiries and delayed collections
arising from the implementation of these price changes.
The following is an analysis of inventory months on hand as of December 31, 2005
and 2004:
2005 2004
---- ----
Consolidated 2.0 1.8
Specialty Minerals 1.1 1.1
Refractories 4.2 3.6
The increase in inventories was due primarily to the higher cost of purchased
raw materials and the timing of raw material purchases. The higher cost raw
materials were primarily magnesia and talc imported from China and Ferro
Titanium Powder used in our Metallurgical Products line. Total inventories
increased $12.8 million or 12% in 2005 over the prior year, of which raw
materials increased $9.2 million, or approximately 9 percentage points of the
growth.
These temporary fluctuations in accounts receivable and inventories did not have
a significant impact on the Company's ongoing liquidity and capital resources.
Critical Accounting Policies, page 20
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4. In future filings, please revise your pension benefits disclosure to state
the impact of a plus or minus 1 % change in the discount rate, expected
return on plan assets, and rate of future compensation increases, as you
have stated these are your significant assumptions used in estimating your
pension benefits. Refer to Section 501.14 of the Financial Reporting
Codification for additional guidance.
We have reviewed Section 501.14 of the Codification of Financial Reporting
Policies. In future filings, the Company will quantify the sensitivities to
changes in our significant assumptions used in estimating our pension benefits.
Item 9A. Controls and Procedures, page 23
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5. We note your statement that your chief executive officer and chief
financial officer concluded that your disclosure controls and procedures
"are effective in timely alerting them to material information relating to
the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic filings with the SEC." Please confirm
to us and revise in future filings your disclosure to clarify, if true,
that your officers concluded that your disclosure controls and procedures
are effective to ensure that information required to be disclosed by you
in the reports that you file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in
the Commission's rules and forms and to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under
the Exchange Act is accumulated and communicated to your management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Otherwise, please simply conclude
that your disclosure controls and procedures are effective or ineffective,
whichever the case may be.
We confirm that our disclosure controls and procedures are described as above
and we will revise in future filings accordingly as follows:
The Company's management, under the supervision and with the participation of
the Company's Chief Executive Officer and Chief Financial Officer, carried out
an evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of December 31, 2005. The Company's
disclosure controls and procedures are designed to ensure that information
required to be disclosed is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange
Commission. Based upon this evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures (as defined in Rules 13(a)-15(b) under the Securities Exchange Act of
1934) are effective in ensuring that material information relating to the
Company (including its consolidated subsidiaries) is made known to them to allow
timely decisions regarding required disclosure to be included in the Company's
periodic filings with the SEC.
In future filings, as requested, we will expand our conclusion on the
effectiveness of our disclosure controls and procedures.
Consolidated Statements of Income, page F-3
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6. We note your disclosure on page F-7 that you recognize revenues from
tangible products and revenues from services. Please separately state net
sales of tangible products, net sales from services, cost of tangible
goods sold and cost of services on the face of the consolidated statements
of income. Refer to Rules R-03(b)( 1) and (2) of Regulation S-X for
guidance.
Approximately 94% of the Refractory segment's sales (approximately 30% of
consolidated net sales) over the past three years were of consumable products as
described below:
o monolithic refractory products to users of basic oxygen
furnaces or electric furnaces for application on furnace walls
to prolong the life of furnace linings;
o monolithic refractory materials and pre-cast refractory shapes
for iron and steel ladles, vacuum degassers, continuous
casting tundishes, blast furnaces and reheating furnaces;
o metallurgical wires for use in the production of high quality
steel and calcium metal for use in the manufacture of
batteries and magnets; and
o refractory shapes and linings sold to refractories-consuming
non-steel industries.
Revenue from the sale of these consumable products is recognized at the
time the goods are shipped, when title passes to the customer.
Approximately 6% of Refractory segment's sales over the past three years were
from equipment and services. These sales were either in the form of direct sales
or services to the customer, operating leases, or sales-type capital leases.
Revenue from services represents a small component of the total sales of
equipment and services.
In the case of sales of equipment, such as laser measurement devices, the
sale is typically not deemed complete until notice of customer acceptance
is received. In these cases, revenue from a sale is not recognized until
that notice is received.
Revenues from services provided in connection with equipment maintenance
are recorded when those services are performed.
The Company presently captures within its internal financial reporting system
the following financial elements ($ in millions):
9 mths
2006 2005 2004 2003
Sales of equipment and services $16.4 $18.5 $20.5 $18.0
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Consolidated net sales $797.9 $995.8 $923.7 $813.7
% of Consolidated net sales 2.1% 1.9% 2.2% 2.2%
Refractories segment net sales $258.0 $327.8 $300.3 $256.6
% of Refractories segment sales 6.4% 5.6% 6.8% 7.0%
Cost of sales-equipment and services $10.5 $11.7 $11.5 $10.4
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Consolidated cost of sales $630.2 $784.8 $709.0 $615.7
% of Consolidated cost of sales 1.7% 1.5% 1.6% 1.7%
Refractories segment cost of sales $191.4 $247.4 $221.0 $185.8
% of Refractories segment cost of sales 5.5% 4.7% 5.2% 5.6%
Sales of equipment and services represent approximately 2.1% of consolidated net
sales and 1.7% of consolidated cost of sales, respectively, for the
aforementioned periods and represent approximately 6.4% of the Refractories
segment's sales and 5.5% of the Refractories segment's cost of sales,
respectively, for the aforementioned periods.
The Company does not consider such items to be material for separate
classification in its consolidated statements of income. However, we will
continue to monitor the materiality and consider separate classification, if
appropriate.
Note 1. Summary of Significant Accounting Policies, page F-6
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Property, Plant and Equipment, page F-6
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7. We have the following comments on your mining assets.
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o Please address for us supplementally and expand your disclosures in
future filings to clarify that you have applied the guidance set
forth in EITF 04-3, "Mining Assets: Impairment and Business
Combinations" in connection with your impairment analysis of your
mining assets.
In addition to purchased raw material ores, our natural mineral products
are supported by the Company-owned limestone reserves located at three
locations in the eastern and western parts of the United States, and talc
reserves located in Montana. The Company estimates the proven and probable
reserves, at current usage levels, to be well in excess of 30 years for
its limestone production facilities and in excess of 20 years at its talc
production facility.
All of the Company's mining operations were determined to generate
significant cash flows without consideration of cash flows associated with
Value Beyond Proven and Probable Reserves (VBPP) to support the carrying
amount of each facilitiy's assets, including the mining assets. All assets
are depreciated or depleted over the life of the respective asset or mine.
There have been no indicators of impairment at any of its mining
facilities and the Company would only develop and extract the VBPP if the
cash flows supported such investment.
We will expand our disclosures in future filings to clarify that we have
applied guidance set forth in EITF 04-03 in connection with our impairment
analyses.
o We note that you deplete your mineral reserves using a
unit-of-extraction basis. Please confirm to us and revise your
disclosure to clarify in future filings that your
units-of-extraction is based on proven and probable reserve as
defined by Industry Guide 7.
We confirm that depletion of mineral reserves is determined on a
unit-of-extraction basis based upon proven and probable reserves and will
disclose in future filings.
Note 18. Litigation, page F-20
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8. For your silica and asbestos cases, please revise your disclosure in
future filings to include the following additional information:
o A rollforward of cases for each of the periods presented (new cases,
settlements, and dismissals);
o The amount or range of amounts claimed for those cases with stated
amounts; and
o The aggregate costs and settlement amounts for each period
presented, as applicable, including the amounts paid by those
providing you with indemnifications, if any.
Please provide us with the disclosure you intend to include in future
filings. Refer to Question 2 of SAB Topic 5:Y for guidance.
The Company currently has 776 pending silica cases and 26 pending
asbestos cases. In 2006, the Company was named in two new silica cases and in
three new asbestos cases. To date, 655 silica cases have been dismissed, of
which 211 were dismissed in 2006.
As stated in our previous reports, most of these claims do not
provide adequate information to assess their merits. At this time management
anticipates that the amount of the Company's liability, if any, and the cost of
defending such claims, will not have a material effect on its financial position
or results of operations.
The Company has not settled any silica or asbestos lawsuits to date.
We are unable to state an amount or range of amounts claimed in any of the
lawsuits because state court pleading practices do not require identifying the
amount of the claimed damage. The aggregate cost to the Company for 2006 for the
legal defense of these cases was less than $100,000.
In future filings we will provide updated summaries of the number of
new cases, settlements, and dismissals, and aggregate costs and settlement
amounts, if any, together with indemnification amounts, if any. To date, MTI has
not been liable to plaintiffs in any of these silica or asbestos lawsuits and
therefore MTI does not expect to pay any settlements or jury verdicts in these
lawsuits and has not recorded a liability on its books.
In future filings we will also provide an amount or range of amounts
claimed for cases, to the extent that the amounts may be determined, and we will
disclose amounts spent to defend the litigation during the period being
reported.
Note 21. Accounting for Asset Retirement Obligations, page F-22
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9. We note that your asset retirement obligations relate to your PCC
satellite facilities and your mining properties. Based on your current
disclosure, it is unclear whether your estimated asset retirement
obligation includes all facilities and mining properties or whether you
are currently unable to estimate the asset retirement obligation for
certain facilities and mining properties. In future filings, please revise
your disclosure to provide the following additional information regarding
your asset retirement obligations:
o The total number of facilities with retirement obligations and the
number of facilities you have not yet recognized an asset retirement
obligation.
o The total number of mining properties with retirement obligations
and the number of mining properties you have not yet recognized an
asset retirement obligation.
o For those facilities and mining properties that you have not yet
recognized a liability, disclose why you are unable to provide for
such an estimate, at what stage you will recognize an asset
retirement obligation for the facility or mining property, and the
potential range of cash flows, based on current costs, that would be
required to settle your asset retirement obligations if they were
settled in the near term.
Please provide us with the disclosure you intend to include in future
filings. Refer to SFAS 143 and FIN 47 for guidance.
The Company's estimated asset retirement obligation includes all
facilities and mining operations in which there are contractual or legal
obligations.
In 2002, the Company conducted a comprehensive worldwide review of all of
its tangible long-lived assets to determine if there was a legal
obligation associated with asset retirement costs. It was determined that
the primary facilities for which the Company had a legal obligation for
asset retirement costs was at all of its mining properties and at each of
its satellite PCC facilities, due to contractual obligations upon
termination.
Upon adoption of SFAS No. 143 in the first quarter of 2003, the Company
recorded a non-cash after-tax charge to earnings of approximately $3.4
million and an asset retirement liability of approximately $9.0 million.
In 2005, the Company applied the provisions of FIN 47 relating to
conditional asset retirement obligations and recorded an additional
liability of approximately $0.1 million.
The Company continues to review its tangible long-lived assets for legal
and conditional asset retirement obligations. As of October 1, 2006, the
Company's asset retirement obligation was approximately $11.5 million.
The following represents a revision to the disclosure we intend to include
in future filings:
SFAS No. 143, "Accounting for Asset Retirement Obligations," establishes
the financial accounting and reporting for obligations associated with the
retirement of long-lived assets and the associated asset retirement costs.
The Company records asset retirement obligations in which the Company will
be required to retire tangible long-lived assets. These are primarily
related to its PCC satellite facilities and mining operations. The Company
has also applied the provisions of FIN 47 related to conditional asset
retirement obligations at its facilities. The Company has recorded asset
retirement obligations at all of its facilities except where there are no
contractual or legal obligations.
10. Please tell us why you do not believe your accounting for asset retirement
obligations does not require critical accounting estimates. If you
subsequently determine that your asset retirement obligations require
critical accounting estimates, please provide us with the disclosure you
intend to include in future filings. Please note that such disclosure
should include the material assumptions you have made in estimating your
asset retirement obligations and a sensitivity analysis of those
assumptions on your asset retirement obligation. Refer to Section 501.14
of the Financial Reporting Codification for guidance.
Our future filings will include the following in our critical accounting
policies:
Asset Retirement Obligations: We currently record the obligation for
estimated asset retirement costs at fair value in the period incurred.
Factors such as expected costs and expected timing of settlement can
affect the fair value of the obligations. A revision to the estimated
costs or expected timing of settlement could result in an increase or
decrease in the total obligation which would change the amount of
amortization and accretion expense recognized in earnings over time.
The Company will also quantify the sensitivities to changes in our
significant assumptions used in estimating asset retirement obligations.
Form 10-Q for the Fiscal Quarter Ended October 1, 2006
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11. In future quarterly review filings, please disclose all material
contingencies even if changes have not occurred since year-end. Refer to
Rule 10-01, paragraph (a)(5) for Article 10 of Regulation S-X.
In future quarterly review filings, we will disclose all material
contingencies even if changes have not occurred since year-end.
The Company also affirms that:
o the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and
o the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
This letter is also being filed on EDGAR as of the above date.
We thank you for the opportunity to respond to your comments. Please contact me
at 212-878-1923 if you have any questions regarding the foregoing.
Very truly yours,
/s/ John A. Sorel
John A. Sorel