UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON

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)

Gross
Carrying
Amount


Accumulated Amortization


 

Gross
Carrying Amount


Accumulated Amortization


Patents and trademarks

$ 5.8

$ 0.8

$ 5.8

$ 0.7

Customer lists

1.4

0.2

1.4

0.1

Other

0.2

    --

 

 0.2

  --

 

$ 7.4
===

$ 1.0
===

 

$ 7.4
===

$ 0.8
===

     The weighted average amortization period for acquired intangible assets subject to amortization is approximately 16 years. Estimated amortization expense is $0.4 million for each of the next five years through 2008.

     Included in other assets and deferred charges is an intangible asset of approximately $13.1 million which represents the non-current unamortized amount paid to a customer in connection with contract extensions at eight PCC satellite facilities. In addition, a current portion of $1.8 million is included in prepaid expenses and other current assets. Such amounts will be amortized as a reduction of sales over the remaining lives of the customer contracts. Approximately $0.4 million was amortized in the third quarter of 2003. Estimated amortization as a reduction of sales is as follows: fourth quarter 2003 - $0.5 million; 2004 - $1.8 million; 2005 - $1.8 million; 2006 - $1.8 million; 2007 - $1.8 million; 2008 - $1.8 million; with smaller reductions thereafter over the remaining lives of the contracts.

 

Note 9 -- Accounting for Impairment of Long-Lived Assets

     The Company accounts for impairment of long-lived assets in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 establishes a uniform accounting model for disposition of long-lived assets. This Statement also requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the first quarter of 2002, the Company recorded a write-down of impaired assets of $750,000 for a precipitated calcium carbonate plant at a paper mill that had ceased operations. Such charge was included in cost of goods sold. There was no charge for impairment during the third quarter of 2003.

 

Note 10 -- Accounting for Asset Retirement Obligations

     Effective January 1, 2003, the Company adopted SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 establishes the financial accounting and reporting for obligations associated with the retirement of long-lived assets and the associated asset retirement costs. This statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair

 

11

 


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

 

value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset.

     Upon adoption, the Company recorded a non-cash, after-tax charge to earnings of approximately $3.4 million for the cumulative effect of this accounting change related to retirement obligations associated with the Company's PCC satellite facilities and its mining properties, both within the Specialty Minerals segment. As a result of this pronouncement, the Company recorded additional depreciation and accretion expenses of approximately $0.2 million in the third quarter of 2003 and $0.6 million in the first nine months of 2003. Such charge is included in cost of goods sold. The pro forma effect on results, assuming that SFAS No. 143 were applied retroactively, would be a non-cash, after-tax charge to earnings of approximately $0.1 million in the third quarter of 2002 and $0.3 million for the first nine months of 2002.

     The following is a reconciliation of asset retirement obligations as of September 28, 2003:

(thousands of dollars)

 
   
Asset retirement liability, beginning of period

$8,953

Accretion expense

   307

Asset retirement liability, end of period

$9,260
====

 

Note 11 -- Accounting for Costs Associated with Exit or Disposal Activities

     Effective January 1, 2003, the Company adopted SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement addresses financial accounting and reporting for costs associated with exit or disposal activities. During the first quarter of 2003, the Company paid approximately $660,000 of one-time termination benefits to a group of employees at the Specialty Minerals facility in the United Kingdom. Such charge is included in cost of goods sold.

Note 12 -- Deferred Compensation

     In July 2003, the Company granted to certain corporate officers rights to receive 27,600 shares of the Company's common stock under the Company's 2001 Stock Award and Incentive Plan (the 2001 Plan). The rights will be deferred for a specified number of years of service, subject to restrictions on transfer and other conditions. Upon issuance of the rights, a deferred compensation expense equivalent to the market value of the underlying shares on the date of the grant was charged to stockholders' equity and is being amortized over the estimated average deferral period of approximately 5 years. The compensation expense amortized with respect to the units during the quarter ended September 28, 2003 was approximately $51,000.

Note 13 -- Income Taxes

     The Company reversed certain tax accruals during the third quarter as a result of the expiration of the statute of limitations on the Company's U.S. tax returns for certain earlier years. This one-time, non-cash item will result in a reduction to the tax provision for 2003 of approximately $15 million and a reduction to the overall effective tax rate for 2003 from 27.9% to 8.8%. The revision to the effective tax rate, together with the year-to-date adjustment to the tax provision resulting from this change, had the effect of increasing net income in the third quarter by $11.5 million or $0.56 per share.

 

12

 


 

INDEPENDENT AUDITORS' REVIEW REPORT

 

The Board of Directors and Shareholders
Minerals Technologies Inc.:

     We have reviewed the condensed consolidated balance sheet of Minerals Technologies Inc. and subsidiary companies as of September 28, 2003 and the related condensed consolidated statements of income and cash flows for the three-month and nine-month periods ended September 28, 2003 and September 29, 2002. These financial statements are the responsibility of the company's management.

     We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

     As discussed in Note 10 to the condensed consolidated financial statements, effective January 1, 2003, the Company adopted the provisions of SFAS No. 143, "Accounting for Asset Retirement Obligations."

     We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of Minerals Technologies Inc. and subsidiary companies as of December 31, 2002, and the related consolidated statements of income, shareholders' equity and cash flows for the year then ended (not presented herein); and in our report dated January 23, 2003, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2002 is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

KPMG LLP

 

New York, New York
October 23, 2003

 

 

 

 

 

13

 


 

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Income and Expense Items
As a Percentage of Net Sales


 

Three Months Ended


 

Nine Months Ended


 

Sept. 28,
2003   

Sept. 29,
2002   

 

Sept. 28,
2003
   

Sept. 29,
2002  

Net sales

100.0%

100.0%

 

100.0%

100.0%

Cost of goods sold

76.0   

75.8   

75.5   

75.2   

Marketing and administrative expenses

11.0   

10.1   

 

10.8   

10.3   

Research and development expenses

  3.1   

  2.8   

 

  3.1   

  3.0   

Income from operations

  9.9   

11.3   

10.6   

11.5   

Income before cumulative effect of accounting change

12.2   

7.4   

 

8.9   

7.5   

Cumulative effect of accounting change

    --   

   --   

 

 0.6   

   --   

Net income

12.2%
=== 

7.4%
=== 

 

8.3%
=== 

7.5%
=== 

Results of Operations

Three Months Ended September 28, 2003 as Compared with Three Months Ended September 29, 2002

     Net sales in the third quarter of 2003 increased 3.2% to $198.2 million from $192.1 million in the third quarter of 2002. Foreign exchange had a favorable impact on sales of approximately $6 million, or 3 percentage points of sales growth.

    Net sales in the Specialty Minerals segment, which includes the Precipitated Calcium Carbonate ("PCC") and Processed Minerals product lines, increased 5.3% in the third quarter of 2003 to $139.1 million from $132.1 million in the prior year.

    Worldwide net sales of PCC, which is used primarily in the manufacturing processes of the paper industry, increased approximately 1% to $108.5 million from $107.6 million in the third quarter of 2002. Sales volume for PCC used for filling and coating paper declined 2%. This was primarily due to paper mill slowdowns and the idling in December 2002 of a satellite PCC facility at Great Northern Paper Company in Millinocket, Maine. Great Northern entered into bankruptcy in January 2003. The Great Northern paper mills have since been sold, and the Company expects the satellite PCC facility to resume operations in 2004. The Company began operation in the third quarter of its new one-unit PCC plant in Malaysia at a paper mill owned by Sabah Forest Industries Sdn.Bhd.

     Net sales of the Specialty PCC product line, used in non-paper applications, declined slightly from the prior year. This decline was attributable primarily to continued weak industry conditions.

     Net sales of Processed Minerals products increased 24.9% in the third quarter to $30.6 million from $24.5 million in the same period the prior year. Excluding the September 2002 acquisition of Polar Minerals Inc., sales growth was approximately 8% as high demand continued for residential construction and related industries.

     Net sales in the Refractories segment declined 1.5% to $59.1 million as compared with $60.0 million in the prior year. Foreign exchange had a favorable impact on sales of approximately $2.4 million or 4 percentage points of growth. This segment experienced several temporary customer shutdowns in Europe and North America and overall weak demand. The segment continues to operate in a sluggish environment in the worldwide steel industry.

     Net sales in the United States in the third quarter of 2003 increased approximately 2% as compared with the third quarter of 2002. This increase was primarily due to the Polar Minerals acquisition in September 2002. Foreign sales increased approximately 5% in the third quarter of 2003 primarily due to the favorable impact of foreign exchange.

     On May 28, 2003, the Company reached a two-part agreement with International Paper Company ("IP") that extended eight satellite precipitated calcium carbonate plant supply contracts and gave the Company an exclusive

 

 

14

 


 

 license to patents held by IP relating to the use of novel fillers, such as PCC-fiber composites. The Company made a one-time $16 million payment to IP in exchange for the contract extensions and technology license. Approximately $15.8 million of this payment was attributed to the revisions to the contracts, including extensions of their lives, and will be amortized as a reduction of sales over the remaining lives of the extended contracts. The result was a reduction of sales of approximately $0.4 million in the third quarter, an anticipated overall reduction of approximately $1.8 million per year over the next five years, and smaller reductions thereafter over the remaining lives of the contracts. In addition, prices were adjusted at certain of the IP facilities covered by the contract extensions. The overall impact of the revisions to the IP contracts in the third quarter was to reduce earnings by approximately $0.04 per share.

     In October 2003, the Company signed its first commercial contract with a major glass manufacturer for use of its Synsil® products.

     The Company's production margin increased approximately 2.4%, slightly less than the sales growth. The Specialty Minerals segment's gross margin remained flat as overall growth was impacted by the shutdown of the Millinocket satellite PCC plant, continuing development costs at the Hermalle, Belgium facility and the effect of the revisions to the IP contracts. The gross margin of the Refractories segment grew 8%, reflecting the benefit of an improved product mix and equipment sales.

     Marketing and administrative expenses increased 12.3% from the prior year. The Refractories segment increased marketing expenses to support worldwide business development efforts. In addition, the Company realized higher information technology costs associated with the implementation of a new global enterprise resource planning system, incurred higher employee benefit costs, particularly pension and medical expenses, and increased its bad debt provision.

     Research and development expenses increased 14.9% due to increased product development activities, primarily in the Specialty Minerals segment, and an increase in Synsil® product development.

     Income from operations decreased 9.7% to $19.5 million, as compared to $21.6 million for the same period last year, and was 9.9% of sales. Operating income in the Specialty Minerals segment decreased 11.2% to $15.0 million form $16.9 million in the prior year and was 10.8% of its sales. The Refractories segment's operating income decreased 4.3% to $4.5 million from $4.7 million in the prior year and was 7.7% of its sales.

     Non-operating deductions increased in the third quarter due primarily to higher net interest costs.

     The Company reversed certain tax accruals during the third quarter as a result of the expiration of the statute of limitations on the Company's U.S. tax returns for certain earlier years. This one-time, non-cash item will result in a reduction to the tax provision for 2003 of approximately $15 million and a reduction to the overall effective tax rate for 2003 from 27.9% to 8.8%. The revision to the effective tax rate, together with the year-to-date adjustment to the tax provision resulting from this change, had the effect of increasing net income in the third quarter by $11.5 million or $0.56 per share.

     Net income increased 71.1% to $24.3 million from $14.2 million in the prior year. Diluted earnings per share were $1.18 in the third quarter of 2003 as compared with $0.70 in the prior year.

Nine Months Ended September 28, 2003 as Compared with Nine Months Ended September 29, 2002

     Net sales for the first nine months of 2003 increased 7.9% to $602.1 million from $558.0 million in 2002. The favorable impact of foreign exchange on sales for the first nine months represented approximately 4 percentage points of sales growth.

     Net sales in the Specialty Minerals segment increased 7.9% in the first nine months of 2003 to $414.3 million from $384.1 million in the same period in 2002. Worldwide net sales in the PCC product line grew 3.3% to $324.4 million for the first nine months of 2003. Volume growth was up approximately 1% despite the shutdown of the Millinocket, Maine satellite PCC facility. Foreign exchange had a favorable impact on sales growth, which was partially offset by the impact of the revisions to the IP contracts. Net sales in the Processed Minerals product line

 

15

 


 increased 27.9% to $89.9 million in the first nine months of 2003 from $70.3 million in the prior year. Excluding the Polar Minerals acquisition, sales growth was approximately 6% due to strong residential construction.

     Net sales in the Refractories segment increased 8.1% to $187.8 million for the first nine months as compared with $173.8 million in the prior year. Foreign exchange had a favorable impact on sales growth of approximately 7 percentage points. The remaining growth was due to increased volume and higher equipment installations.

     Net sales in the United States for the first nine months of 2003 increased approximately 5% as compared with the same period last year. This increase was primarily due to the acquisition of Polar Minerals in September 2002. Foreign sales increased approximately 14% in the first nine months of 2003 primarily due to increased sales in Europe and to the favorable impact of foreign exchange.

     The Company's production margin increased approximately 6.6%, slightly below sales growth. The Specialty Minerals segment's gross margin increased 3.0% as overall growth was impacted by the Millinocket satellite PCC plant, the effect of the revisions to the IP contracts and Synsil® product development costs. The gross margin of the Refractories segment grew 14.2% reflecting the benefit of improved operations, a better product mix and equipment sales.

     Marketing and administrative costs increased 13.3% from the prior year. The Refractories segment increased marketing expenses to support worldwide business development efforts. In addition, the Company realized higher information technology costs associated with the implementation of a new global enterprise resource planning system, incurred higher employee benefit costs, particularly pension and medical expenses, and increased its bad debt provision.

     Income from operations decreased less than 1% to $63.7 million from $64.0 million for the first nine months of 2003 and was 10.6% of net sales. Income from operations in the Specialty Minerals segment decreased 3.4% to $46.1 million and was 11.1% of its net sales. Income from operations in the Refractories segment increased 7.7% to $17.5 million and was 9.3% of its net sales.

     Non-operating deductions decreased 11.7% to $3.6 million due to lower net interest expense and foreign currency gains.

     The Company's effective tax rate was reduced to approximately 8.8%, compared with 28.5% in the prior year. This decrease was due to a year-to-date favorable tax adjustment of $11.5 million in the third quarter resulting from the reversal of certain tax accruals upon the expiration of the statute of limitations on the Company's U.S. tax returns for certain earlier years.

     Income before the cumulative effect of an accounting change increased 28.0% to $53.5 million from $41.8 million in 2002. Diluted earnings per common share before the cumulative effect of the accounting change increased 30% to $2.63 compared with $2.02 for the first nine months of 2002.

     Effective January 1, 2003, the Company adopted SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 establishes the financial accounting and reporting for obligations associated with the retirement of long-lived assets and the associated asset retirement costs. This statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset.

     Upon adoption of SFAS No. 143, the Company recorded a non-cash, after-tax charge to earnings of approximately $3.4 million for the cumulative effect of this accounting change related to retirement obligations associated with the Company's PCC satellite facilities and its mining properties, both within the Specialty Minerals segment. As a result of this pronouncement, the Company recorded additional depreciation and accretion expenses of approximately $0.2 million in the third quarter of 2003 and $0.6 million in the first nine months of 2003. Such charge is included in cost of goods sold. The pro forma effect on results, assuming that SFAS No. 143 were applied retroactively, would be a non-cash, after-tax charge to earnings of approximately $0.1 million in the third quarter of 2002 and $0.3 million for the first nine months of 2002.

 

16

 


     Net income after the cumulative effect of accounting change increased 19.9% to $50.0 million compared with $41.7 million in the prior year. Diluted earnings per share after the cumulative effect of accounting change was $2.46 per share in the first nine months of 2003 as compared with $2.02 in the prior year.

     The Company's sales of PCC are predominantly pursuant to long-term contracts, initially ten years in length, with paper companies at whose mills 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. Failure of a number of the Company's customers to renew existing agreements on terms as favorable to the Company as those currently in effect could cause the future growth rate of the Company to differ materially from its historical growth rate, and could also result in impairment of the assets associated with the PCC plant.

     There is presently one satellite location at which the contract with the host mill has expired and one location, representing less than one unit of PCC production, at which the host mill has informed the Company that the contract will not be renewed upon its expiration in 2004. The Company continues to supply PCC at both of these locations. At the location at which the contract has expired, the Company hopes to reach agreement on a long-term extension of the contract; however, there can be no assurance that these negotiations will be successful.

     In addition, Great Northern Paper, Inc. ceased operations at its two paper mills in Millinocket and East Millinocket, Maine, which were served by a PCC plant operated by the Company. Great Northern Paper filed for bankruptcy protection on January 9, 2003, and on April 29, 2003 the paper mills were sold to Brascan Corporation ("Brascan"), the parent company of Nexfor Fraser Papers Inc. The East Millinocket mill has resumed operations, and the Company is supplying it from other nearby PCC production facilities. Brascan has announced that it may not start the Millinocket mill, at which the Company's satellite plant is located, for a year or more. If the Millinocket mill does not resume production, the Company could incur an impairment charge of approximately $10 million.

Liquidity and Capital Resources

     Cash flows in the first nine months of 2003 were provided from operations and were applied principally to fund capital expenditures and purchases of common shares for treasury. Cash provided from operating activities amounted to $61.1 million in the first nine months of 2003 as compared with $83.4 million for the same period last year. The reduction in cash from operations was primarily due to the IP payment of $16 million in exchange for customer contract extensions and a technology license.

     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.

     On February 22, 2001, the Company's Board of Directors authorized the Company's Management Committee, at its discretion, to repurchase up to $25 million in additional shares per year over a three-year period. As of September 28, 2003, the Company had repurchased approximately 595,000 under this program at an average price of approximately $39.50 per share.

     On October 23, 2003, the Company's Board of Directors authorized the Company's Management Committee, at its discretion, to repurchase up to $75 million in additional shares over the next three-year period.

     The Company has available approximately $115 million in uncommitted, short-term bank credit lines, of which $30 million was in use at September 28, 2003. The Company anticipates that capital expenditures for all of 2003 will approximate $60 million. The Company expects to meet its financing requirements from internally generated funds, uncommitted bank credit lines and, where appropriate, project financing of certain satellite plants.

 

 

17

 


Prospective Information and Factors That May Affect Future Results

     The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand the companies' future prospects and make informed investment decisions. This report may contain forward-looking statements that set out anticipated results based on management's plans and assumptions. Words such as "expects," "plans," "anticipates," "will," and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify these forward-looking statements.

     The Company cannot guarantee that the outcomes suggested in any forward-looking statement will be realized, although it believes it has been prudent in its plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements and should refer to the discussion of certain risks, uncertainties and assumptions under the heading "Cautionary Factors That May Affect Future Results" in Exhibit 99 to this Quarterly Report.

Recently Issued Accounting Standards

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of FASB Statement 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 method of accounting for stock-based employee compensation. The FASB recently indicated that they will require stock-based employee compensation to be recorded as a charge to earnings beginning in 2004. The Company will continue to monitor their progress on the issuance of this standard as well as evaluating its position with respect to current guidance.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The Company had no such instruments as of September 28, 2003.

Critical Accounting Policies

     The Company's discussion and analysis of its financial condition and results of operations is based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

     On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to revenue recognition, allowance for doubtful accounts, valuation of inventories, valuation of long-lived assets, goodwill and other intangible assets, pension plan assumptions, income taxes, depreciation, income tax valuation allowances and litigation and environmental liabilities. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that can not readily be determined from other sources. There can be no assurance that actual results will not differ from those estimates.

Property, Plant and Equipment

     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

 

 

18

 


 

 location at which the PCC contract has expired. Failure of a PCC customer to renew an agreement or continue to purchase PCC from the 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.

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk

     Market risk represents the risk of loss that may impact the Company's financial position, results of operations or cash flows due to adverse changes in market prices and foreign currency exchange rates and interest rates. The Company is exposed to market risk because of changes in foreign currency exchange rates as measured against the U.S. dollar. It does not anticipate that near-term changes in exchange rates will have a material impact on its future earnings or cash flows. However, there can be no assurance that a sudden and significant decline in the value of foreign currencies would not have a material adverse effect on the Company's financial condition and results of operations. Approximately 25% of the Company's bank debt bears interest at variable rates; therefore the Company's results of operations would be affected by changes in the interest rate applicable to the variable-rate bank debt outstanding. An immediate 10 percent change in interest rates would not have a material effect on the Company's results of operations over the next fiscal year.     

     The Company is exposed to various market risks, including the potential loss arising from adverse changes in foreign currency exchange rates and interest rates. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. When appropriate, the Company enters into derivative financial instruments, such as forward exchange contracts and interest rate swaps, to mitigate the impact of foreign exchange rate movements and interest rate movements on the Company's operating results. The counterparties are major financial institutions. Such forward exchange contracts and interest rate swaps would not subject the Company to additional risk from exchange rate or interest rate movements because gains and losses on these contracts would offset losses and gains on the assets, liabilities and transactions being hedged. The Company had no open forward exchange contracts as of September 28, 2003. The Company entered into three-year interest rate swap agreements with a notional amount of $30 million that expire in January 2005. These agreements effectively convert a portion of the Company's floating-rate debt to a fixed rate basis. The fair value of these instruments was a liability of $1.3 million at September 28, 2003.

ITEM 4.  Controls and Procedures

     Within the 90 days prior to the date of this report, and under the supervision and with the participation of the Company's management, including the Chief Executive Officer and the Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's 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 SEC filings.

     Subsequent to the date the Company carried out its evaluation, there have been no significant changes in the Company's internal controls or in other factors which could significantly affect these controls.

 

 

19

 


 

PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

     On April 9, 2003, the Connecticut Department of Environmental Protection ("DEP") issued an administrative consent order which had been agreed to by MTI, Specialty Minerals Inc. and Minteq International Inc. relating to the Canaan, Connecticut site at which both Minteq and Specialty Minerals have operations. The order settled claims relating to an accidental discharge of machine oil alleged to have contained polychlorinated biphenyls at or above regulated levels, as well as alleged violations of requirements pertaining to stormwater and waste water discharge and to management of underground storage tanks. The order required payment of a civil penalty in the amount of $11,000 and funding of several supplemental environmental projects totaling $330,000. These amounts were paid on April 21, 2003. Cost of remediation at the site remains uncertain.

     Certain of the Company's subsidiaries are among numerous defendants in a number of cases seeking damages for exposure to silica. Most of these claims do not provide adequate information to assess their merits, the likelihood that the Company will be found liable, or the magnitude of such liability if any. Additional claims of this nature may be made against the Company or its subsidiaries. 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 and its subsidiaries are not party to any other pending legal proceedings, other than routine litigation incidental to their businesses.

 

ITEM 6.  Exhibits and Reports on Form 8-K

a)     Exhibits:

        15     Accountants' Acknowledgement.
        31     Rule 13a-14(a)/15d-14(a) Certifications.
        32     Section 1350 Certifications.
        99     Statement of Cautionary Factors That May Affect Future Results.

b)              On July 24, 2003, the Company filed a current report on Form 8-K under Item 12,
                  reporting earnings for the second quarter of 2003.

                  On September 25, 2003, the Company filed a current report on Form 8-K under Item 5,
                  reporting the election of Mr. William C. Stivers to its Board of Directors.

 

 

 

 

 

 

 

20

 


 

SIGNATURE

 

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

          Minerals Technologies Inc.

 

By:

/s/John A. Sorel


          John A. Sorel

          Senior Vice President-Finance and

          Chief Financial Officer; Treasurer

         (principal financial officer)

 

November 7, 2003

 

 

21

 


EXHIBIT 15

 

EXHIBIT 15

ACCOUNTANTS' ACKNOWLEDGEMENT

 

Board of Directors
Minerals Technologies Inc.:

Re:  Registration Statement Nos. 33-59080, 33-65268, 33-96558 and 333-62739

        With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated July 24, 2003, related to our review of interim financial information.

        Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act.

 

Very truly yours,

 

KPMG LLP

 

New York, New York
November 7, 2003

 

EXHIBIT 31

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Paul R. Saueracker, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Minerals Technologies Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

                           Date: November 7, 2003

/s/ Paul R. Saueracker                         
     Paul R. Saueracker
     Chairman of the Board; President
     and Chief Executive Officer

 


 

I, John A. Sorel, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Minerals Technologies Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

                           Date: November 7, 2003

/s/ John A. Sorel                                        
     John A. Sorel
     Senior Vice President-Finance and
     Chief Financial Officer; Treasurer
     (principal financial officer)

 

 

EXHIBIT 32

EXHIBIT 32

SECTION 1350 CERTIFICATIONS

 

       Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18, United States Code), each of the undersigned officers of Minerals Technologies Inc., a Delaware corporation (the "Company"), does hereby certify that:

       The Quarterly Report on Form 10-Q for the quarter ended September 28, 2003 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated:  November 7, 2003

/s/

Paul R. Saueracker


 

Paul R. Saueracker

 

Chairman of the Board; President and

 

Chief Executive Officer

Dated:  November 7, 2003

/s/

John A. Sorel


 

John A. Sorel

 

Senior Vice President-Finance and

 

Chief Financial Officer; Treasurer

 

(principal financial officer)

       The foregoing certification is being furnished solely pursuant to Exchange Act Rule 13a-14(b); is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section; and is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act of 1934.

 

 

 

EXHIBIT 99

EXHIBIT 99

 

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

 

     The disclosure and analysis set forth in this report contains certain forward-looking statements, particularly statements relating to future actions, future performance or results of current and anticipated products, sales efforts, expenditures, and financial results. From time to time, the Company also provides forward-looking statements in other publicly-released materials, both written and oral. Forward-looking statements provide current expectations and forecasts of future events such as new products, revenues and financial performance, and are not limited to describing historical or current facts. They can be identified by the use of words such as "expects," "plans," "anticipates," "will" and other words and phrases of similar meaning.

     Forward-looking statements are necessarily based on assumptions, estimates and limited information available at the time they are made. A broad variety of risks and uncertainties, both known and unknown, as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts in these statements. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially.

     The Company undertakes no obligation to update any forward-looking statements. Investors should refer to the Company's subsequent filings under the Securities Exchange Act of 1934 for further disclosures.

     As permitted by the Private Securities Litigation Reform Act of 1995, the Company is providing the following cautionary statements which identify factors that could cause the Company's actual results to differ materially from historical and expected results. It is not possible to foresee or identify all such factors. Investors should not consider this list an exhaustive statement of all risks, uncertainties and potentially inaccurate assumptions.

  • Historical Growth Rate

Continuance of the historical growth rate of the Company depends upon a number of uncertain events, including the outcome of the Company's strategies of increasing its penetration into geographic markets such as Asia and Europe; increasing market penetration of PCC in paper filling at both free sheet and groundwood mills; increasing penetration of PCC into the paper coating market; emphasizing higher value specialty products and application systems to increase market penetration in the Refractories segment; increasing sales to existing PCC customers by increasing the amount of PCC used per ton of paper produced; continue selective acquisitions to complement the Company's existing businesses; and continue research and development and marketing efforts for new and existing products. Difficulties, delays or failures of any of these strategies could cause the future growth rate of the Company to differ materially from its historical growth rate.

  • Contract Renewals

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 plant. Failure of a number of the Company's customers to renew existing agreements on terms as favorable to the Company as those currently in effect could cause the future growth rate of the Company to differ materially from its historical growth rate, could have a substantial adverse effect on the Company's results of operations, and could also result in impairment of the assets associated with the PCC plant.

  • Consolidation in Paper Industry

Several consolidations in the paper industry have taken place in recent years. These consolidations could result in partial or total closure of some paper mills at which MTI operates PCC satellites. Such closures would reduce MTI's sales of PCC, except to the extent that they resulted in shifting paper production and associated purchases of PCC to another location served by MTI. There can be no assurance, however, that this will occur. In addition, such consolidations concentrate purchasing power in the hands of a smaller number of papermakers, enabling them to increase pressure on suppliers, such as MTI. This increased pressure could have an adverse effect on MTI's results of operations in the future.


 

  • Litigation; Environmental Exposures

The Company's operations are subject to international, federal, state and local governmental, tax and other laws and regulations, and potentially to claims for various legal, environmental and tax matters. The Company is currently a party to various litigation matters. While the Company carries liability insurance which it believes to be appropriate to its businesses, and has provided reserves for such matters which it believes to be adequate, an unanticipated liability arising out of such a litigation matter or a tax or environmental proceeding could have a material adverse effect on the Company's financial condition or results of operations.

  • New Products

The Company is engaged in a continuous effort to develop new products and processes in all of its product lines as well as new product lines such as the SYNSIL® family of synthetic silicate materials for the glass industry. Difficulties, delays or failures in the development, testing, production, marketing or sale of such new products could cause actual results of operations to differ materially from expected results.

  • Competition; Protection of Intellectual Property

Particularly in its PCC and Refractory product lines, the Company's ability to compete is based in part upon proprietary knowledge, both patented and unpatented. The Company's ability to achieve anticipated results depends in part on its ability to defend its intellectual property against inappropriate disclosure as well as against infringement. In addition, development by the Company's competitors of new products or technologies that are more effective or less expensive than those the Company offers could have a material adverse effect on the Company's financial condition or results of operations.

  • Risks of Doing Business Abroad

As the Company expands its operations overseas, it faces the increased risks of doing business abroad, including inflation, fluctuation in interest rates and currency exchange rates, changes in applicable laws and regulatory requirements, export and import restrictions, tariffs, nationalization, expropriation, limits on repatriation of funds, civil unrest, terrorism, unstable governments and legal systems, and other factors. Adverse developments in any of these areas could cause actual results to differ materially from historical and expected results.

  • Availability of Raw Materials

The Company's ability to achieve anticipated results depends in part on having an adequate supply of raw materials for its manufacturing operations, particularly lime and carbon dioxide for PCC operations and magnesia for refractory operations, and on having adequate access to the ore reserves at its mining operations. Unanticipated changes in the costs or availability of such raw materials, or in the Company's ability to have access to its ore reserves, could adversely affect the Company's results of operations.

  • Cyclical Nature of Customers' Businesses

The bulk of the Company's sales are to customers in two industries, paper manufacturing and steel manufacturing, which have historically been cyclical. The Company's exposure to variations in its customers' businesses has been reduced in recent years by the growth in the number of plants its operates; by the diversification of its portfolio of products and services; and by its geographic expansion. Also, the Company has structured some of its long-term satellite PCC contracts to provide a degree of protection against declines in the quantity of product purchased, since the price per ton of PCC generally rises as the number of tons purchased declines. In addition, many of the Company's product lines lower its customers' costs of production or increase their productivity, which should encourage them to use its products. However, a sustained economic downturn in one or more of the industries or geographic regions that the Company serves, or in the worldwide economy, could cause actual results of operations to differ materially from historical and expected results.