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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 MARCH 29, 1998
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 (I.R.S. Employer
incorporation or organization) 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 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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT April 24, 1998
Common Stock, $.10 par value 22,524,997
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 periods ended March 29, 1998 and
March 30, 1997 3
Condensed Consolidated Balance Sheet as of
March 29, 1998 and December 31, 1997 4
Condensed Consolidated Statement of Cash Flows
for the three-month periods ended March 29, 1998
and March 30, 1997 5
Notes to Condensed Consolidated Financial
Statements 6
Independent Auditors' Report 8
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings 10
Item 6.
Exhibits and Reports on Form 8-K 10
Signature 11
- 2 -
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
-----------------------
MARCH 29, MARCH 30,
(IN THOUSANDS, EXCEPT PER SHARE DATA) 1998 1997
---- ----
Net sales $ 144,102 $ 137,626
Operating costs and expenses:
Cost of goods sold 99,273 97,101
Marketing, distribution and
administrative expenses 18,854 18,329
Research and development expenses 4,877 5,045
------- -------
Income from operations 21,098 17,151
Non-operating deductions, net 1,309 1,469
Income before provision for taxes
on income and minority interests 19,789 15,682
Provision for taxes on income 6,428 5,017
Minority interests 560 97
------- -------
Net income $ 12,801 $ 10,568
======= =======
Earnings per share:
Basic $ 0.57 $ 0.47
Diluted $ 0.55 $ 0.46
Cash dividends declared per common
share $ 0.025 $ 0.025
Shares used in the computation of
earnings per share
Basic 22,548 22,588
Diluted 23,215 23,110
See accompanying Notes to Condensed Consolidated Financial
Statements.
- 3 -
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
(THOUSANDS OF DOLLAR S) MARCH 29, DECEMBER 31,
1998* 1997**
---- ----
Current assets:
Cash and cash equivalents $ 42,248 $ 41,525
Accounts receivable, net 111,220 108,146
Inventories 61,970 61,166
Other current assets 16,715 15,745
------- -------
Total current assets 232,153 226,582
Property, plant and equipment, less
accumulated depreciation and
depletion March 29, 1998: $359,030;
Dec. 31, 1997: $349,538 504,137 500,731
Other assets and deferred charges 15,330 14,094
------- -------
Total assets $751,620 $741,407
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 13,689 $ 13,989
Accounts payable 34,433 33,163
Other current liabilities 45,091 47,066
------- -------
Total current liabilities 93,213 94,218
Long-term debt 101,546 101,571
Other non-current liabilities 81,586 78,621
------- -------
Total liabilities 276,345 274,410
------- -------
Shareholders' equity:
Common stock 2,545 2,537
Additional paid-in capital 141,191 139,113
Retained earnings 424,500 412,264
Accumulated other comprehensive loss (15,260) (14,344)
------- -------
552,976 539,570
Less treasury stock 77,701 72,573
------- -------
Total shareholders' equity 475,275 466,997
------- -------
Total liabilities and
shareholders' equity $751,620 $741,407
======= =======
* 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)
THREE MONTHS ENDED
------------------
(THOUSANDS OF DOLLARS) MARCH 29, MARCH 30,
1998 1997
---- ----
OPERATING ACTIVITIES
Net income $ 12,801 $ 10,568
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation, depletion and
amortization 13,209 12,141
Other non-cash items 2,922 782
Net changes in operating assets
and liabilities (5,594) (778)
------ ------
Net cash provided by operating activities 23,338 22,713
------ ------
INVESTING ACTIVITIES
Purchases of property, plant and
equipment (18,655) (13,642)
Other investing activities, net 374 157
------ ------
Net cash used in investing activities (18,281) (13,485)
------ ------
FINANCING ACTIVITIES
Proceeds from issuance of short-term
and long-term debt 273 2,060
Repayment of short-term debt (551) (8,109)
Purchase of common shares for treasury (5,128) (2,161)
Dividends paid (565) (564)
Proceeds from issuance of common stock 2,086 578
------ ------
Net cash used in financing activities (3,885) (8,196)
------ ------
Effect of exchange rate changes on cash
and cash equivalents (449) (752)
------ ------
Net increase in cash and cash equivalents 723 280
Cash and cash equivalents at beginning
of period 41,525 15,446
------ ------
Cash and cash equivalents at end
of period $42,248 $15,726
====== ======
Interest paid $ 2,235 $ 2,531
====== ======
Income taxes paid $ 3,381 $ 1,318
====== ======
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, 1997. In the opinion of management, all
adjustments, consisting solely of normal recurring adjustments
necessary for a fair presentation of the financial information
for the periods indicated, have been included. The results for
the three-month period ended March 29, 1998 are not necessarily
indicative of the results that may be expected for the year
ending December 31, 1998.
NOTE 2 -- INVENTORIES
The following is a summary of inventories by major category:
MARCH 29, DECEMBER 31,
(THOUSANDS OF DOLLARS) 1998 1997
---- ----
Raw material $20,022 $19,605
Work in process 5,444 5,858
Finished goods 20,182 19,812
Packaging and supplies 16,322 15,891
------ ------
Total inventories $61,970 $61,166
====== ======
NOTE 3 -- LONG-TERM DEBT AND COMMITMENTS
The following is a summary of long-term debt:
MARCH 29, DECEMBER 31,
(THOUSANDS OF DOLLARS) 1998 1997
---- ----
7.75% Economic Development
Revenue Bonds Series 1990
Due 2010 (secured) $ 4,600 $ 4,600
Variable/Fixed Rate Industrial
Development Revenue Bonds Due 2009 4,000 4,000
Variable/Fixed Rate Industrial
Development Revenue Bonds
Due April 1, 2012 7,545 7,545
Variable/Fixed Rate Industrial
Development Revenue Bonds
Due August 1, 2012 8,000 8,000
6.04% Guarantied Senior Notes
Due June 11, 2000 39,000 39,000
7.49% Guaranteed Senior Notes
Due July 24, 2006 50,000 50,000
Other borrowings 1,868 1,914
------- -------
115,013 115,059
Less: Current maturities 13,467 13,488
------- -------
Long-term debt $101,546 $101,571
======= =======
NOTE 4 -- EARNINGS PER SHARE (EPS)
Basic earnings per share are based upon the weighted average
number of common shares outstanding during the period. Diluted
earnings per share are based upon the weighted average number of
common shares outstanding during the period assuming the issuance
of common shares for all dilutive potential common shares
outstanding. The following table sets forth the computation of
basic and diluted earnings per share:
BASIC EPS
(IN THOUSANDS, EXCEPT PER SHARE MARCH 29, MARCH 30,
DATA) 1998 1997
---- ----
Net income $ 12,801 $ 10,568
Weighted average shares outstanding 22,548 22,588
------ ------
Basic earnings per share $ 0.57 $ 0.47
====== ======
DILUTED EPS
Net income $ 12,801 $ 10,568
------ ------
Weighted average shares outstanding 22,548 22,588
Dilutive effect of stock options 667 552
------ ------
Weighted average shares
outstanding, adjusted 23,215 23,110
------ ------
Diluted earnings per share $ 0.55 $ 0.46
NOTE 5 -- COMPREHENSIVE INCOME
The Company has adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income,"
which establishes standards for the reporting and display of
comprehensive income and its components in general purpose
financial statements for the year ending December 31, 1998. The
following are the components of comprehensive income:
THREE MONTHS ENDED
------------------
(THOUSANDS OF DOLLARS) MARCH 29, MARCH 30,
1998 1997
---- ----
Net income $ 12,801 $ 10,568
Other comprehensive income, net of tax:
Foreign currency translation
adjustments (962) (7,215)
Unrealized holding gains (losses) 46 (12)
------ ------
Comprehensive income $ 11,885 $ 3,341
====== ======
The components of accumulated other comprehensive loss, net of
related tax are as follows:
MARCH 29, DECEMBER 31,
1998 1997
---- ----
Foreign currency translation
adjustments $(14,418) $(13,456)
Minimum pension liability
adjustments (1,001) (1,001)
Unrealized holding gains 159 113
------ ------
Accumulated other comprehensive loss $(15,260) $(14,344)
======= ======
- 7 -
INDEPENDENT AUDITORS' 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 March
29, 1998 and the related condensed consolidated statements of
income and cash flows for the three-month periods ended March 29,
1998 and March 30, 1997. 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 generally accepted auditing
standards, 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 generally accepted accounting principles.
We have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance sheet of
Minerals Technologies Inc. and subsidiary companies as of
December 31, 1997, 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 22,
1998, 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, 1997 is fairly presented, in all material respects,
in relation to the consolidated balance sheet from which it has
been derived.
KPMG Peat Marwick LLP
New York, New York
April 30, 1998
- 8 -
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
------------------
MARCH 29, MARCH 30,
1998 1997
---- ----
Net sales 100.0% 100.0%
Cost of goods sold 68.9 70.5
Marketing, distribution and
administrative expenses 13.1 13.3
Research and development expenses 3.4 3.7
---- ----
Income from operations 14.6 12.5
Net income 8.9% 7.7%
==== ====
RESULTS OF OPERATIONS
Three Months Ended March 29, 1998 as Compared with Three Months
Ended March 30, 1997
Net sales in the first quarter of 1998 increased 4.7% to
$144.1 million from $137.6 million in the first quarter of 1997.
The stronger U.S. dollar had an unfavorable impact of
approximately $3.6 million (or 2.6 percentage points) on sales
growth. Precipitated Calcium Carbonate (PCC) sales grew 12.6% to
$79.5 million from $70.6 million in the first quarter of 1997.
This increase was primarily attributable to the start-up of six
satellite PCC plants since January 1997, including initial sales
in the first quarter of 1998 from the satellite plant at
Docelles, France. Growth also resulted from increased volumes at
existing satellite plants. Net sales of Processed Mineral
products decreased 4.3% in the first quarter of 1998 to $18.8
million from $19.6 million in the comparable quarter of 1997.
Much of the sales decline in Processed Minerals was a result of
lower talc sales which is consistent with the Company's strategy
to refocus the product line on higher margin products. Net sales
of Refractory products decreased 3.3% to $45.8 million in the
first quarter of 1998 from $47.4 million in the first quarter of
the prior year. This decrease was primarily due to overall
volume declines in lower margin products and unfavorable foreign
exchange rates.
In the first quarter of 1998 sales of pyrolytic graphite
products, previously reported in the Processed Minerals product
line, were reported in the Refractory product line. Prior year's
sales have been reclassified to reflect this change. Sales in
the first quarter of 1998 were $0.7 million versus $1.1 million
in the first quarter of 1997. Total sales of pyrolytic graphite
products were $3.3 million in 1997.
Net sales in the United States were 6.5% higher than in the
prior year's first quarter. Foreign sales were 1.0% higher than
in the prior year. Excluding the impact of foreign exchange,
foreign sales growth would have been 9.1%, due to growth in the
satellite PCC product line.
Income from operations rose 23.0% in the first quarter of
1998 to $21.1 million. This increase was due primarily to higher
sales volumes in the PCC product line, improved profitability in
the Refractory product lines, and a significant improvement in
the profitability of the Processed Minerals product line.
Non-operating deductions decreased primarily as a result of
lower interest costs.
Net income increased 21.1% to $12.8 million from $10.6
million in the prior year. Diluted earnings per share were $0.55
in the first quarter of 1998 as compared to $0.46 in the prior
year.
Liquidity and Capital Resources
The Company's financial position remained strong in the
first quarter of 1998. Cash flows in the first quarter were
provided from operations and were applied principally to fund
capital expenditures and the repurchase of common shares for
treasury. Cash provided from operating activities amounted to
$23.3 million in the first quarter of 1998 as compared to $22.7
million in the prior year.
- 9 -
On February 26, 1998, the Company's Board of Directors
authorized a $150 million stock repurchase program under which
the stock will be purchased on the open market from time to time.
As of April 15, the Company had repurchased 96,000 shares under
this program at an average price of approximately $50 per share.
On April 28, 1998, the Company sold its limestone operation
in Port Inland, Michigan to Oglebay Norton Company for
approximately $34 million which approximates its net book value.
This high volume commodity operation no longer complemented the
Company's long-term strategic vision. Sales for the facility
were approximately $21 million in 1997.
On April 30, 1998, the Company acquired for approximately
$33 million a PCC manufacturing facility located near Birmingham
in Kings Norton, England from Rhodia Limited, a specialty
chemicals company. This acquisition will allow the Company to
establish a base for its specialty PCC business in Europe. The
Company's specialty PCC products are used in food and
pharmaceutical applications use, as well as in plastics, sealants
and coatings, and paper. Sales of this business in 1997 were
about $18 million.
The Company has available approximately $110 million in
uncommitted, short-term bank credit lines, none of which were in
use at March 29, 1998. The Company anticipates that capital
expenditures for all of 1998 will be approximately $90 million,
principally related to the construction of satellite PCC plants,
expansion projects at existing satellite PCC plants, and other
opportunities which meet the strategic growth objectives of the
Company. The Company expects to meet such requirements from
internally generated funds, the aforementioned uncommitted bank
credit lines and, where appropriate, project financing of certain
satellite plants.
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 a company's future prospects and make informed
investment decisions. This report may contain such
forward-looking statements that set out anticipated results based
on management's plans and assumptions. Words such as
"anticipate," "estimate," "expects," "projects," 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 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 Item 1 of the Company's Annual Report on Form 10-K
for 1997.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company and its subsidiary, Specialty Minerals Inc., are
defendants in a lawsuit captioned Eaton Corporation v. Pfizer
Inc, Minerals Technologies Inc. and Specialty Minerals Inc. which
was filed on July 31, 1996 and is pending in the U.S. District
Court for the Western District of Michigan. The suit alleges
that certain materials sold to Eaton for use in truck
transmissions were defective, necessitating repairs for which
Eaton now seeks reimbursement. While all litigation contains an
element of uncertainty, the Company and Specialty Minerals Inc.
believe that they have valid defenses to the claims asserted by
Eaton in this lawsuit, are continuing to vigorously defend all
such claims, and believe that the outcome of this matter will not
have a material adverse effect on the Company's consolidated
financial position or results of operations.
The Company and its subsidiaries are not party to any other
material pending legal proceedings, other than ordinary routine
litigation incidental to their businesses.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
15- Accountants' Acknowledgment (Part I Data).
27.1- Financial Data Schedule for the three months ended
March 29, 1998.
27.2- Financial Data Schedule for the three months ended
March 30, 1997 (including both primary and diluted
earnings per share).
b) No reports on Form 8-K were filed during the first quarter
of 1998.
- 10 -
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 R. Stack
-----------------------------
John R. Stack
Vice President-Finance and
Chief Financial Officer
May 7, 1998
- 11 -
EXHIBIT 15
ACCOUNTANTS' ACKNOWLEDGMENT
The Board of Directors
Minerals Technologies Inc.:
Re: Registration Statement Nos. 33-59080, 33-65268 and 33-96558
With respect to the subject registration statements, we
acknowledge our awareness of the use therein of our
report dated April 30, 1998, 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 Peat Marwick LLP
New York, New York
May 7, 1998