UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): October 23, 2008 |
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MINERALS TECHNOLOGIES INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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1-3295 |
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25-1190717 |
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(State or other jurisdiction |
(Commission File |
(IRS Employer |
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405 Lexington Avenue, New York, NY |
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10174-0002 |
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(Address of principal executive offices) |
(Zip Code) |
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(212) 878-1800 |
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(Registrant's telephone number, including area code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions. |
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[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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Item 2.02 |
Results of Operations and Financial Condition. |
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On October 23, 2008 Minerals Technologies Inc. issued a press release regarding its financial performance for the third quarter of 2008 and the declaration of a regular quarterly dividend of $0.05 per share on its common stock. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in this Item 2.02 and Exhibit 99.1 shall not be deemed filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. |
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Item 9.01 |
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Financial Statements and Exhibits. |
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(c) |
Exhibits |
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99.1 |
Press Release dated October 23, 2008 |
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SIGNATURES
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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 hereunto duly authorized. |
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MINERALS TECHNOLOGIES INC. |
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(Registrant) |
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By: |
/s/ Kirk G. Forrest |
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Name: |
Kirk G. Forrest |
| Title: |
Vice President, General Counsel and Secretary |
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Date: October 23, 2008 |
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3
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MINERALS TECHNOLOGIES INC.
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EXHIBIT INDEX |
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Exhibit No. |
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Subject Matter |
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99.1 |
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Press Release dated October 23, 2008 |
4
News
For Immediate Release
Contact:
October 23, 2008
Rick Honey
(212) 878-1831
MINERALS TECHNOLOGIES REPORTS THIRD QUARTER EARNINGS
PER SHARE FROM CONTINUING OPERATIONS OF $0.85, INCLUDING
RESTRUCTURING CHARGES OF $0.17 PER SHARE
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Board Declares Regular Quarterly Dividend of $0.05 per Share
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Highlights:
| • |
Earnings per Share were $1.00 on Sales of $295 million. |
| • |
Annualized rate of Return on Capital for the third quarter was 9.4 percent. |
| • |
Income from operations, excluding special items, decreased 6 percent from second quarter, but grew 17 percent over prior year. |
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Sequentially, excluding special items, net income for the third quarter increased 3 percent over the second quarter. |
NEW YORK, October 23 - Minerals Technologies Inc. (NYSE: MTX) today reported third quarter diluted earnings per common share of $1.00 compared with a loss of $5.47 in the third quarter of 2007 when the company announced a major restructuring program. Earnings per share from continuing operations were $0.85 in the third quarter and include restructuring charges of $0.17 per share. Earnings per share from discontinued operations were $0.15 for the quarter primarily due to a gain on the sale of an idle facility. Excluding special items, earnings were $1.06 per share in the third quarter as compared with $0.69 per share in the prior year. Net income for the quarter, excluding special items, increased 50 percent to $20.1 million compared with $13.4 million in the third quarter of 2007.
Sequentially, excluding special items, net income for the third quarter increased 3 percent from $19.5 million in the second quarter.
2
"The company delivered a solid performance in a difficult market environment. In particular, we achieved a 9.4 percent annualized rate of Return on Capital for the third quarter," said Joseph C. Muscari, chairman and chief executive officer. "Looking at our end markets, we saw continued contraction in the worldwide paper industry and increased weakness in the construction and automotive industries. Our Refractory segment, however, held up well during the quarter and was in line with steel production, which, however, has since declined."
The company's worldwide sales in the third quarter increased 11 percent to $294.9 million compared to $266.5 million in the previous year. This sales growth was primarily due to increased pricing necessitated by higher raw material costs and to foreign exchange. Income from operations, excluding special items, increased 17 percent in the third quarter to $28.0 million compared with $24.0 million in the prior year.
Sequentially, income from operations, excluding special items, decreased 6 percent from the second quarter of 2008.
The Specialty Minerals segment's worldwide sales in the third quarter increased 4 percent to $186.7 million from $179.5 million in the prior year. Income from operations, excluding special items, in the third quarter of 2008 decreased 9 percent to $16.8 million compared with $18.5 million in the prior year. This decline occurred in both the PCC and Processed Minerals product lines.
Sequentially, income from operations, excluding special items, decreased 17 percent from the second quarter of 2008.
Worldwide sales of PCC, which is used primarily in the manufacturing processes of the paper industry, were $157.2 million, a 5-percent gain over the $150.3 million reported in the third quarter of 2007. This growth was attributable to foreign currency and to increased selling prices from the pass-through to customers of raw material cost increases. Worldwide unit volumes of Paper PCC were down approximately 3 percent from the third quarter of last year.
Sequentially, Paper PCC volumes were down 2 percent from the second quarter of 2008.
There has been a slowdown in demand for printing and writing papers in North America and Europe, which has resulted in paper mill and paper machine shutdowns.
In the Processed Minerals product line, third quarter sales increased 1 percent to $29.5
3
million from $29.2 million in the same quarter of last year, due primarily to price increases. This product line continues to be affected by the weakness in the residential and commercial construction markets as well as the automotive market. As a result, volumes have declined 10% from the prior year. Sequentially, volumes were down 5 percent from the second quarter of 2008.
In the company's Refractories segment, sales for the third quarter were $108.2 million, a 24-percent increase from $87.0 million recorded in the third quarter of 2007. Income from operations, excluding special items, in the third quarter of 2008 was $11.6 million compared with $5.5 million during the same period last year.
Sequentially, income from operations, excluding special items, increased 20 percent from the second quarter of 2008.
Sales of refractory products and systems for the steel market and other industrial uses increased 25 percent in the third quarter to $86.7 million from $69.5 million in the same period last year. This increase was attributable to increased selling prices necessitated by significant raw materials cost increases and to the favorable effects of currency. Sales in the metallurgical product line increased 23 percent to $21.5 million from $17.5 million in the third quarter of 2007. This increase was primarily the result of strong steel demand in North America.
Nine Months Results
The company's net income for the first nine months was a record $59.6 million compared with a net loss of $80.3 million for the same period in the prior year. Diluted earnings per share for the nine months were $3.12 compared to a loss of $4.19 per share for the first nine months in 2007. Earnings per share from continuing operations were $2.71 compared with a loss of $2.24 per share in the prior year. Earnings from discontinued operations were $0.41 for the first nine months of 2008 and include gains on the sale of three idle facilities of approximately $0.35 per share. This compares to a loss of $1.95 for the same period in 2007. Excluding special items, earnings were $3.03 per share in 2008 as compared with $1.99 per share in the prior year.
Minerals Technologies' worldwide sales for the first nine months of 2008 increased 9 percent to $872.2 million from $803.5 million in the same period last year. The sales growth was primarily attributable to increased pricing and to foreign exchange. Operating income, excluding special items, for the nine months increased 17 percent to $86.2 million compared with $73.6
4
million in the prior year.
The Specialty Minerals segment's worldwide sales for the first nine months of 2008 were up 4 percent to $556.6 million from $536.3 million for the same period in 2007. Specialty Minerals income from operations, excluding special items, was $56.5 million for the first nine months of 2008 compared with $52.9 million in the prior year.
The Refractories segment's sales for the first nine months of 2008 were $315.6 million compared to $267.2 million in the previous year, an 18-percent increase. For the nine months, Refractories segment's operating income, excluding special items, was $30.4 million compared with $20.7 million in the prior year.
"Our performance for the first three-quarters of 2008 is the direct result of the fundamental changes we announced a year ago. We eliminated certain product lines, reduced expenses and placed tighter controls on capital," said Mr. Muscari. "Those changes have better positioned us to face the significant challenges we are now confronting as we move through the fourth quarter and into 2009. Market and economic conditions going forward have become much more uncertain; but we now have a stronger platform and continue to have a solid balance sheet from which to operate."
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The company also declared a regular quarterly dividend of $0.05 per share on its common stock. The dividend is payable on December 12, 2008 to stockholders of record on November 5, 2008.
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Minerals Technologies has scheduled an analyst conference call for Friday, October 24, 2008 at 11:00 a.m. to discuss operating results for the third quarter. The conference call will be broadcast over the company's website, www.mineralstech.com.
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This press release may contain forward-looking statements, which describe or are based on current expectations; in particular, statements of anticipated changes in the business environment in which the company operates and in the company's future operating results.
5
Actual results may differ materially from these expectations. In addition, any statements that are not historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates," and similar expressions) should also be considered to be forward-looking statements. The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this document should be evaluated together with the many uncertainties that affect our businesses, particularly those mentioned in the risk factors and other cautionary statements in our 2007 Annual Report on Form 10-K and in our other reports filed with the Securities and Exchange Commission.
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CONSOLIDATED STATEMENTS OF INCOME (unaudited) |
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Quarter Ended |
% Growth |
Nine Months Ended |
% Growth |
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Sept 28, 2008 |
June 29, 2008 |
Sept 30, 2007 |
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Sept 28, 2008 |
Sept 30, |
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Prior Year |
Prior |
2007 |
Prior Year |
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Net sales |
$ |
294,917 |
$ |
299,794 |
$ |
266,548 |
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11% |
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-2% |
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$ |
872,231 |
$ |
803,463 |
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9% |
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Cost of goods sold |
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235,482 |
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237,512 |
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210,203 |
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12% |
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-1% |
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689,779 |
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630,484 |
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9% |
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Production margin |
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59,435 |
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62,282 |
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56,345 |
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5% |
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(5)% |
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182,452 |
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172,979 |
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5% |
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Marketing and administrative expenses |
26,009 |
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26,590 |
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25,630 |
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1% |
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(2)% |
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78,639 |
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79,099 |
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(1)% |
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Research and development expenses |
5,433 |
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6,014 |
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6,689 |
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(19)% |
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(10)% |
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17,567 |
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20,217 |
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(13)% |
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Restructuring and other charges |
5,013 |
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899 |
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12,150 |
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* |
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458% |
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7,344 |
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12,150 |
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Impairment of assets |
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0 |
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0 |
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94,070 |
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* |
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* |
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0 |
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94,070 |
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* |
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Income (loss) from operations |
22,980 |
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28,779 |
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(82,194) |
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* |
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(20)% |
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78,902 |
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(32,557) |
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* |
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Non-operating income (deductions) - net |
285 |
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(724) |
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(1,309) |
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* |
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* |
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(1,953) |
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(5,737) |
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(66)% |
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Income (loss) before provision for taxes |
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on income, minority interests and |
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discontinued operations |
23,265 |
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28,055 |
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(83,503) |
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* |
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(17)% |
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76,949 |
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(38,294) |
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* |
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Provision (benefit) for taxes on income |
6,329 |
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8,653 |
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(12,250) |
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* |
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(27)% |
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22,927 |
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2,558 |
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796% |
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Minority interests |
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879 |
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713 |
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490 |
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79% |
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23% |
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2,445 |
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2,161 |
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13% |
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Income (loss) from continuing operations |
16,057 |
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18,689 |
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(71,743) |
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* |
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(14)% |
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51,577 |
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(43,013) |
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* |
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Income (loss) from discontinued operations, net of tax |
2,951 |
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4,646 |
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(33,728) |
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* |
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* |
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7,973 |
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(37,263) |
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* |
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Net income (loss) |
$ |
19,008 |
$ |
23,335 |
$ |
(105,471) |
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* |
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(19)% |
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$ |
59,550 |
$ |
(80,276) |
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* |
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* Percentage not meaningful |
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Weighted average number of common |
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shares outstanding: |
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Basic |
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18,859 |
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18,937 |
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19,273 |
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18,957 |
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19,172 |
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Diluted |
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18,962 |
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19,065 |
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19,273 |
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19,064 |
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19,172 |
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Earnings per share: |
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Basic: |
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Income from continuing operations |
$ |
0.85 |
$ |
0.99 |
$ |
(3.72) |
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* |
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(14)% |
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$ |
2.72 |
$ |
(2.24) |
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* |
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Income (loss) from discontinued operations |
0.16 |
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0.24 |
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(1.75) |
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* |
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* |
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0.42 |
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(1.95) |
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* |
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Basic earnings per share |
$ |
1.01 |
$ |
1.23 |
$ |
(5.47) |
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* |
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(18)% |
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$ |
3.14 |
$ |
(4.19) |
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* |
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Diluted: |
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Income from continuing operations |
$ |
0.85 |
$ |
0.98 |
$ |
(3.72) |
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* |
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(13)% |
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$ |
2.71 |
$ |
(2.24) |
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* |
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Income (Loss) from discontinued operations |
0.15 |
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0.24 |
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(1.75) |
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* |
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* |
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0.41 |
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(1.95) |
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* |
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Diluted earnings per share |
$ |
1.00 |
$ |
1.22 |
$ |
(5.47) |
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* |
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(18)% |
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$ |
3.12 |
$ |
(4.19) |
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* |
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Cash dividends declared per common share |
$ |
0.05 |
$ |
0.05 |
$ |
0.05 |
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$ |
0.15 |
$ |
0.15 |
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MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED STATEMENTS OF INCOME |
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1) |
For the periods ended September 28, 2008 and September 30, 2007. |
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2) |
Sales increased in the United States 6% in the third quarter and 5% for the first nine months of 2008 as compared with the comparable periods of the prior year. International sales increased 16% in the third quarter and 13% for the first nine months as compared with the comparable periods of the prior year. |
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3) |
In the third quarter of 2007, the Company initiated a plan to realign its operations as a result of an in-depth strategic review of all of its operations. This realignment resulted in impairment of assets charges and restructuring charges in the third quarter of 2007 as follows: |
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Impairment of assets charges |
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Paper PCC |
$ |
65.3 |
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Specialty PCC |
12.7 |
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Total PCC |
78.0 |
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Processed Minerals |
1.3 |
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Specialty Minerals Segment |
79.3 |
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Refractories Segment |
14.8 |
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Consolidated |
$ |
94.1 |
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Restructuring and other costs |
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Severance and other employee benefits |
$ |
9.2 |
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Contract termination costs |
2.3 |
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Other exit costs |
0.6 |
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$ |
12.1 |
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Additional restructuring charges recorded in the third quarter and first nine months of 2008 associated with this realignment were as follows (millions of dollars): |
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Third |
Second |
First Nine Months |
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Restructuring and other costs |
Quarter |
Quarter |
2008 |
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Severance and other employee benefits |
$ |
0.3 |
$ |
0.9 |
$ |
2.1 |
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Pension settlement loss |
4.7 |
0.0 |
4.7 |
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Other exit costs |
0.0 |
0.0 |
0.5 |
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$ |
5.0 |
$ |
0.9 |
$ |
7.3 |
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As a result of the workforce reduction associated with the restructuring program and the related distribution of pension benefits, the Company recognized a pension settlement loss of $4.7 million in the third quarter of 2008 related to its defined benefit plan in the U.S. in accordance with SFAS 88. |
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4) |
To supplement the Company's consolidated financial statements presented in accordance with GAAP, the following is a presentation of the Company's non-GAAP income (loss), excluding special items, for the three month and nine month periods ended September 28, 2008 and September 30, 2007, respectively and for the three-month period ended June 29, 2008. The Company's management believe these non-GAAP measures provide meaningful supplemental information regarding its performance as inclusion of such special items are not indicative of the ongoing operating results and thereby affect the comparability of results between periods. The Company feels inclusion of these non-GAAP measures also provides consistency in its financial reporting and facilitates investors' understanding of historic operating trends. |
|
|
|
|
Three Months Ended |
Nine Months Ended |
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|
|
|
|
Sept 28, |
June 29, |
Sept 30, |
Sept 28, |
Sept 30, |
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|
|
|
|
2008 |
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
Net Income (loss), as reported |
$ |
19.0 |
|
$ |
23.3 |
|
$ |
(105.5) |
|
$ |
59.6 |
|
$ |
(80.3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory writedowns included in cost of goods sold |
0 |
|
|
0 |
|
|
1.4 |
|
|
0 |
|
|
1.4 |
|
|
|
Impairment of long-lived assets |
0 |
|
|
0 |
|
|
140.9 |
|
|
0 |
|
|
140.9 |
|
|
|
Restructuring and other costs |
5.4 |
|
|
0.7 |
|
|
14.3 |
|
|
7.4 |
|
|
14.3 |
|
|
|
Gain on sale of assets |
(3.7) |
|
|
(6.5) |
|
|
0.0 |
|
|
(10.2) |
|
|
0.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related tax effects on special items |
(0.6) |
|
|
2.0 |
|
|
(37.5) |
|
|
1.0 |
|
|
(37.5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reverse minority interest portion of impairment charge |
0 |
|
|
0 |
|
|
(0.2) |
|
|
0 |
|
|
(0.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, excluding special items |
$ |
20.1 |
|
$ |
19.5 |
|
$ |
13.4 |
|
$ |
57.8 |
|
$ |
38.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share, excluding special items |
$ |
1.07 |
|
$ |
1.03 |
|
$ |
0.70 |
|
$ |
3.05 |
|
$ |
2.01 |
|
|
Diluted earnings per share, excluding special items |
$ |
1.06 |
|
$ |
1.02 |
|
$ |
0.69 |
|
$ |
3.03 |
|
$ |
1.99 |
|
5) During the fourth quarter of 2007, the Company exited its Synsil® Products product line and reclassified such operations as discontinued. In addition, the Company reclassified to discontinued operations its two Midwest plants located in Mt. Vernon, Indiana and Wellsville, Ohio. All assets held are classified as held for disposal as of September 28, 2008 and December 31, 2007. The following table details selected financial information for the businesses included within discontinued operations in the Consolidated Statements of Income (millions of dollars): |
|
Three Months Ended |
Nine Months Ended |
||||||||||||||
|
Sept 28, |
June 29, |
Sept 30, |
Sept 28, |
Sept 30, |
|||||||||||
|
2008 |
2008 |
2007 |
2008 |
2007 |
|||||||||||
|
Net sales |
$ |
6.0 |
$ |
6.4 |
$ |
7.7 |
$ |
18.7 |
$ |
23.8 |
|||||
|
Production margin |
1.5 |
0.7 |
(2.2) |
3.0 |
(5.3) |
||||||||||
|
Total expenses |
0.2 |
0.2 |
1.0 |
0.6 |
3.3 |
||||||||||
|
Restructuring charges (reversals) |
0.4 |
(0.2) |
2.1 |
0.1 |
2.1 |
||||||||||
|
Impairment of assets |
0.0 |
0.0 |
46.9 |
0.0 |
46.9 |
||||||||||
|
Income (loss) from operations |
0.9 |
0.7 |
(52.2) |
2.3 |
(57.6) |
||||||||||
|
Provision for taxes on income |
0.3 |
0.3 |
(18.5) |
0.9 |
(20.3) |
||||||||||
|
Income (loss) from operations, net of tax |
0.6 |
0.4 |
(33.7) |
1.4 |
(37.3) |
||||||||||
|
Pre-tax gains on sales of discontinued business |
3.7 |
6.5 |
0.0 |
10.2 |
0.0 |
||||||||||
|
Provision for taxes on gains |
1.3 |
2.3 |
0.0 |
3.6 |
0.0 |
||||||||||
|
Income (loss) from discontinued operations, net of tax |
$ |
3.0 |
$ |
4.6 |
$ |
(33.7) |
$ |
8.0 |
$ |
(37.3) |
|||||
|
6) The following table reflects the components of non-operating income and deductions (thousands of dollars): |
|||||||||||||||
|
Three Months Ended |
Nine Months Ended |
||||||||||||||
|
Sept 28, |
June 29, |
Sept 30, |
Sept 28, |
Sept 30, |
|||||||||||
|
2008 |
2008 |
2007 |
2008 |
2007 |
|||||||||||
|
Interest income |
$ |
1.5 |
1.0 |
$ |
0.7 |
$ |
3.6 |
$ |
1.8 |
||||||
|
Interest expense |
(1.2) |
(1.1) |
(2.0) |
(3.8) |
(7.2) |
||||||||||
|
Foreign exchange gains (losses) |
0.3 |
(0.3) |
0.0 |
(0.8) |
(0.1) |
||||||||||
|
Other deductions |
(0.3) |
(0.3) |
0.0 |
(0.9) |
(0.2) |
||||||||||
|
Non-operating income (deductions), net |
$ |
0.3 |
(0.7) |
$ |
(1.3) |
$ |
(1.9) |
$ |
(5.7) |
||||||
|
7) The results of operations for the interim period ended September 28, 2008 are not necessarily indicative of the results that ultimately might be achieved for the current year. |
|||||||||||||||
|
8) The analyst conference call to discuss operating results for the third quarter is scheduled for Friday, Ocober 24, 2008 at 11:00 a.m. and will be broadcast over the Company's website (www.mineralstech.com). The broadcast will remain on the Company's website for no less than one year. |
|||||||||||||||
|
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES |
||||
|
CONDENSED CONSOLIDATED BALANCE SHEETS |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
(In Thousands of Dollars) |
|
|
|
|
|
|
|
Sept 28, |
|
December 31, |
|
|
|
2008* |
2007** |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
$ |
151,115 |
$ |
128,985 |
|
|
14,758 |
|
9,697 |
|
|
209,234 |
|
180,868 |
|
|
136,631 |
103,373 |
|
|
|
22,960 |
22,773 |
|
|
|
19,571 |
|
27,614 |
|
|
554,269 |
|
473,310 |
|
|
|
|
|
|
|
Property, plant and equipment |
|
1,362,118 |
1,351,843 |
|
|
Less accumulated depreciation |
|
906,265 |
|
862,457 |
|
|
455,853 |
|
489,386 |
|
|
|
|
|
|
|
Goodwill |
|
70,643 |
71,964 |
|
|
Prepaid pension costs |
|
39,947 |
|
53,667 |
|
Other assets and deferred charges |
|
34,150 |
40,566 |
|
|
|
|
|||
|
|
|
|
|
|
|
$ |
1,154,862 |
$ |
1,128,893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
||||
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
$ |
14,522 |
$ |
9,518 |
|
|
371 |
|
7,210 |
|
|
72,370 |
|
66,084 |
|
|
3,867 |
|
14,479 |
|
|
66,998 |
|
65,057 |
|
|
1,382 |
|
4,801 |
|
|
159,510 |
167,149 |
|
|
|
|
|
|
|
|
Long-term debt |
|
101,221 |
|
111,006 |
|
Other non-current liabilities |
|
116,424 |
99,565 |
|
|
|
377,155 |
|
377,720 |
|
|
|
|
|
|
|
Total shareholders' equity |
|
777,707 |
|
751,173 |
|
|
|
|
|
|
|
$ |
1,154,862 |
$ |
1,128,893 |
|
|
|
|
||
|
|
|
|
||
|
* Unaudited. |
|
|
|
|
|
** Condensed from audited financial statements. |
|
|
|
|