Date of Report (Date of earliest event reported): April 29, 2010
|
MINERALS TECHNOLOGIES INC.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
1-11430
|
|
25-1190717
|
(State or other jurisdiction
of incorporation)
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
|
622 Third Avenue, New York, NY
|
|
10017-6707
|
(Address of principal executive offices)
|
(Zip Code)
|
(212) 878-1800
|
|||
(Registrant's telephone number, including area code)
|
405 Lexington Avenue, New York, NY 10174-0002
|
||
(Former Address)
|
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.
|
|
[ ]
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
[ ]
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
[ ]
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
[ ]
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item 2.02
|
Results of Operations and Financial Condition.
|
|||
On April 29, 2010 Minerals Technologies Inc. issued a press release regarding its financial performance for the first quarter of 2010. 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.
|
||||
Item 9.01
|
Financial Statements and Exhibits.
|
|||
(d)
|
Exhibits
|
|||
99.1
|
Press Release dated April 29, 2010
|
SIGNATURES
|
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.
|
|
(Registrant)
|
|||
By:
|
/s/ Thomas J. Meek
|
||
Name:
|
Thomas J. Meek
|
||
Title:
|
Vice President, General Counsel and Secretary
|
||
Date: April 29, 2010
|
MINERALS TECHNOLOGIES INC.
|
||
EXHIBIT INDEX
|
||
Exhibit No.
__________
|
|
Subject Matter
____________________________________________________________
|
99.1
|
|
Press Release dated April 29, 2010
|
For Immediate Release
|
Contact:
|
April 29, 2010
|
Rick B. Honey
|
(212) 878-1831
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||||||
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
|
||||||||||||||||
(in thousands, except per share data)
|
||||||||||||||||
(unaudited)
|
||||||||||||||||
Quarter Ended
|
% Growth
|
|||||||||||||||
Apr 4,
|
% of
|
Dec 31,
|
% of
|
Mar 29,
|
% of
|
|||||||||||
2010
|
Sales
|
2009
|
Sales
|
2009
|
Sales
|
Prior Qtr.
|
Prior Year
|
|||||||||
Net sales
|
$
|
253,457
|
100.0%
|
$
|
256,208
|
100.0%
|
$
|
208,259
|
100.0%
|
(1)%
|
22%
|
|||||
Cost of goods sold
|
202,089
|
79.7%
|
210,030
|
82.0%
|
175,015
|
84.0%
|
(4)%
|
15%
|
||||||||
Production margin
|
51,368
|
20.3%
|
46,178
|
18.0%
|
33,244
|
16.0%
|
11%
|
55%
|
||||||||
Marketing and administrative expenses
|
22,340
|
8.8%
|
23,355
|
9.1%
|
20,546
|
9.9%
|
(4)%
|
9%
|
||||||||
Research and development expenses
|
5,124
|
2.0%
|
5,569
|
2.2%
|
4,861
|
2.3%
|
(8)%
|
5%
|
||||||||
Impairment of assets
|
0
|
0.0%
|
2,315
|
0.9%
|
0
|
0.0%
|
*
|
*
|
||||||||
Restructuring and other charges
|
852
|
0.4%
|
10,479
|
4.1%
|
549
|
0.3%
|
(92)%
|
55%
|
||||||||
Income from operations
|
23,052
|
9.1%
|
4,460
|
1.7%
|
7,288
|
3.5%
|
417%
|
216%
|
||||||||
Non-operating deductions - net
|
(49)
|
(1,588)
|
(255)
|
(97)%
|
(81)%
|
|||||||||||
Income from continuing operations, before tax
|
23,003
|
2,872
|
7,033
|
701%
|
227%
|
|||||||||||
Provision for taxes on income
|
6,901
|
(1,281)
|
1,952
|
*
|
254%
|
|||||||||||
Income from continuing operations, net of tax
|
16,102
|
4,153
|
5,081
|
288%
|
217%
|
|||||||||||
Income (loss) from discontinued operations, net of tax
|
0
|
182
|
(88)
|
(100)%
|
*
|
|||||||||||
Consolidated net income
|
16,102
|
4,335
|
4,993
|
271%
|
222%
|
|||||||||||
Less: Net income attributable to non-controlling interests
|
733
|
281
|
836
|
161%
|
(12)%
|
|||||||||||
Net Income attributable to Minerals Technologies Inc. (MTI)
|
$
|
15,369
|
6.1%
|
$
|
4,054
|
1.6%
|
$
|
4,157
|
2.0%
|
279%
|
270%
|
|||||
Weighted average number of common shares outstanding:
|
||||||||||||||||
Basic
|
18,766
|
18,734
|
18,703
|
|||||||||||||
Diluted
|
18,835
|
18,842
|
18,724
|
|||||||||||||
Earnings per share:
|
||||||||||||||||
Basic:
|
||||||||||||||||
Income from continuing operations attributable to MTI
|
$
|
0.82
|
$
|
0.21
|
$
|
0.23
|
290%
|
257%
|
||||||||
Income (loss) from discontinued operations attributable to MTI
|
0.00
|
0.01
|
(0.01)
|
(100)%
|
*
|
|||||||||||
Net income attributable to MTI common shareholders
|
$
|
0.82
|
$
|
0.22
|
$
|
0.22
|
273%
|
273%
|
||||||||
Diluted:
|
||||||||||||||||
Income from continuing operations attributable to MTI
|
$
|
0.82
|
$
|
0.21
|
$
|
0.23
|
290%
|
257%
|
||||||||
Income (loss) from discontinued operations attributable to MTI
|
0.00
|
0.01
|
(0.01)
|
(100)%
|
*
|
|||||||||||
Net income attributable to MTI common shareholders
|
$
|
0.82
|
$
|
0.22
|
$
|
0.22
|
273%
|
273%
|
||||||||
Cash dividends declared per common share
|
$
|
0.05
|
$
|
0.05
|
$
|
0.05
|
||||||||||
* Percentage not meaningful
|
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
|
|||||||||||||||
NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||||||
1)
|
For comparative purposes, the quarterly period ended April 4, 2010 consists of 94 days, the quarterly period ended December 31, 2009 consists of 95 days, and quarterly period ended March 29, 2009 consists of 88 days.
|
||||||||||||||
2)
|
In the third quarter of 2007, the Company initiated a plan to realign its business operations to improve profitability and increase shareholder value. The realignment consisted of exiting certain businesses and consolidating some product lines to better position the Company for future success by focusing on the Company’s core strengths. Major components of this realignment included exiting certain product lines which are reflected in discontinued operations, modification of the PCC coating product line from a merchant business model to a satellite business model, consolidation of certain manufacturing facilities and the write down of other underutilized assets worldwide. In addition, as part of this program, the Company initiated a plan to reduce its workforce by approximately 7 percent to better con
trol operating expenses and improve efficiencies. Additional charges were recorded in 2008 and the first quarter 2009 associated with this realignment.
|
||||||||||||||
2007 Restructuring Program
|
Quarter Ended
|
||||||||||||||
Apr 4,
|
Dec 31,
|
Mar 29,
|
|||||||||||||
2010
|
2009
|
2009
|
|||||||||||||
Restructuring and other costs
|
|||||||||||||||
Severance and other employee benefits
|
$
|
0.0
|
$
|
0.0
|
$
|
0.1
|
|||||||||
Pension settlement costs
|
0.0
|
0.0
|
0.0
|
||||||||||||
Other exit costs
|
0.0
|
0.0
|
0.0
|
||||||||||||
$
|
0.0
|
$
|
0.0
|
$
|
0.1
|
||||||||||
In the fourth quarter of 2008, as a result of the worldwide economic downturn, the Company initiated an additional restructuring program primarily consisting of severance and other related costs. The reduction in force represented approximately 340 employees and reflected both permanent reductions and temporary layoffs. The restructuring charges recorded were as follows (millions of dollars):
|
|||||||||||||||
2008 Restructuring Program
|
Quarter Ended
|
||||||||||||||
Apr 4,
|
Dec 31,
|
Mar 29,
|
|||||||||||||
2010
|
2009
|
2009
|
|||||||||||||
Restructuring and other costs
|
|||||||||||||||
Severance and other employee benefits
|
$
|
0.0
|
$
|
0.1
|
$
|
0.4
|
|||||||||
Other exit costs
|
0.0
|
0.0
|
0.0
|
||||||||||||
$
|
0.0
|
$
|
0.1
|
$
|
0.4
|
||||||||||
During the second quarter of 2009, as a result of the continuation of the severe downturn in the worldwide steel industry, the Company initiated a restructuring program, primarily in the Refractories Segment, to improve efficiencies through consolidation of manufacturing operations and reduction of costs and recorded a restructuring charge reflecting the severance costs related to plant consolidations as well as streamlining the management structure to operate more efficiently.
|
|||||||||||||||
The restructuring charges recorded in association with this program are as follows (millions of dollars):
|
|||||||||||||||
2009 Restructuring Program
|
Quarter Ended
|
||||||||||||||
Apr 4,
|
Dec 31,
|
Mar 29,
|
|||||||||||||
2010
|
2009
|
2009
|
|||||||||||||
Restructuring and other costs
|
|||||||||||||||
Severance and other employee benefits
|
$
|
0.1
|
$
|
0.6
|
$
|
0.0
|
|||||||||
Pension settlement costs
|
0.0
|
8.9
|
0.0
|
||||||||||||
Other exit costs
|
0.0
|
0.0
|
0.0
|
||||||||||||
$
|
0.1
|
$
|
9.5
|
$
|
0.0
|
||||||||||
As a result of the workforce reduction associated with the restructuring program and the associated distribution of benefits, included in restructuring costs for the three-month period ended December 31, 2009 are pension settlement costs of $8.9 million, associated with certain pension plans in the U.S.
|
|||||||||||||||
In the fourth quarter of 2009, the Company recorded an impairment of assets charge for its satellite facility at Franklin, Virginia due to the announced closure of the host mill at that location. Impairment of assets charges and other exit costs were as follows:
|
|||||||||||||||
Impairment of Assets and Other Exit Costs
|
Quarter Ended
|
||||||||||||||
Apr 4,
|
Dec 31,
|
Mar 29,
|
|||||||||||||
2010
|
2009
|
2009
|
|||||||||||||
Impairment of assets
|
$
|
0.0
|
$
|
2.3
|
$
|
0.0
|
|||||||||
Other exit costs
|
0.8
|
0.9
|
0.0
|
||||||||||||
|
$
|
0.8
|
$
|
3.2
|
$
|
0.0
|
|||||||||
Other exit costs represent early lease termination costs associated with plant closures in 2010 and contract termination costs in the fourth quarter of 2009.
|
3)
|
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 periods ended April 4, 2010, December 31, 2009 and March 29, 2009 and a reconciliation to net income (loss) for such periods. The Company's management believes 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 tre
nds.
|
||||||||||||||
(millions of dollars)
|
Quarter Ended
|
||||||||||||||
Apr 4,
|
Dec 31,
|
Mar 29,
|
|||||||||||||
2010
|
2009
|
2009
|
|||||||||||||
Net Income attributable to MTI, as reported
|
$
|
15.4
|
$
|
4.1
|
$
|
4.2
|
|||||||||
Special items:
|
|||||||||||||||
Impairment of assets
|
0.0
|
2.3
|
0.0
|
||||||||||||
Restructuring and other costs
|
0.9
|
10.5
|
0.5
|
||||||||||||
Gain on sale of assets
|
0.0
|
(0.1)
|
0.0
|
||||||||||||
Related tax effects on special items
|
(0.3)
|
(5.1)
|
(0.1)
|
||||||||||||
Net income attributable to MTI, excluding special items
|
$
|
16.0
|
$
|
11.7
|
$
|
4.6
|
|||||||||
Basic earnings per share, excluding special items
|
$
|
0.85
|
$
|
0.62
|
$
|
0.25
|
|||||||||
Diluted earnings per share, excluding special items
|
$
|
0.85
|
$
|
0.62
|
$
|
0.25
|
|||||||||
4)
|
Free cash flow is defined as cash flow from operations less capital expenditures. The following is a presentation of the Company's non-GAAP free cash flow for the quarterly periods ended April 4, 2010, December 31, 2009 and March 29, 2009 and a reconciliation to cash flow from operations for such periods. The Company's management believes this non-GAAP measure provides meaningful supplemental information as management uses this measure to evaluate the Company's ability to maintain capital assets, satisfy current and future obligations, repurchase stock, pay dividends and fund future business opportunities. Free cash flow is not a measure of cash available for discretionary expenditures since the Company has certain non-discretionary obligations such as debt service that are not deducted from the measure. T
he Company's definition of free cash flow may not be comparable to similarly titled measures reported by other companies.
|
||||||||||||||
Quarter Ended
|
|||||||||||||||
Apr 4,
|
Dec 31,
|
Mar 29,
|
|||||||||||||
2010
|
2009
|
2009
|
|||||||||||||
Cash flow from operations
|
$
|
33.2
|
$
|
44.3
|
$
|
23.6
|
|||||||||
Capital expenditures
|
8.3
|
9.4
|
4.5
|
||||||||||||
Free cash flow
|
$
|
24.9
|
$
|
34.9
|
$
|
19.1
|
|||||||||
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. In 2008, the Company sold its Synsil Plants and its operations at Wellsville, Ohio. In the fourth quarter of 2009, the Company sold its facility at Mt. Vernon, Indiana.
|
||||||||||||||
The following table details selected financial information for the businesses included within discontinued operations in the Consolidated Statements of Operations (millions of dollars):
|
|||||||||||||||
|
|||||||||||||||
Quarter Ended
|
|||||||||||||||
Apr 4,
|
Dec 31,
|
Mar 29,
|
|||||||||||||
2010
|
2009
|
2009
|
|||||||||||||
Net sales
|
$
|
0.0
|
$
|
2.0
|
$
|
3.3
|
|||||||||
Production margin
|
0.0
|
0.1
|
0.1
|
||||||||||||
Total expenses
|
0.0
|
0.0
|
0.2
|
||||||||||||
Income (loss) from operations
|
0.0
|
0.1
|
(0.1)
|
||||||||||||
Pre-tax gains on sales of discontinued business
|
0.0
|
0.1
|
0.0
|
||||||||||||
Income (loss) from discontinued operations, net of tax
|
$
|
0.0
|
$
|
0.2
|
$
|
(0.1)
|
|||||||||
6)
|
The following table reflects the components of non-operating income and deductions (millions of dollars):
|
||||||||||||||
Quarter Ended
|
|||||||||||||||
Apr 4,
|
Dec 31,
|
Mar 29,
|
|||||||||||||
2010
|
2009
|
2009
|
|||||||||||||
Interest income
|
$
|
0.5
|
$
|
0.8
|
$
|
0.8
|
|||||||||
Interest expense
|
(0.8)
|
(0.8)
|
(0.9)
|
||||||||||||
Foreign exchange gains (losses)
|
0.8
|
(1.1)
|
0.0
|
||||||||||||
Other deductions
|
(0.5)
|
(0.5)
|
(0.2)
|
||||||||||||
Non-operating deductions, net
|
$
|
0.0
|
$
|
(1.6)
|
$
|
(0.3)
|
|||||||||
7)
|
The analyst conference call to discuss operating results for the first quarter is scheduled for Friday, April 30, 2010 at 11:00 am 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.
|
SUPPLEMENTARY DATA
|
|||||||||||||
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
|
|||||||||||||
(millions of dollars)
|
|||||||||||||
(unaudited)
|
|||||||||||||
Quarter Ended
|
% Growth
|
||||||||||||
SALES DATA
|
Apr 4,
|
Dec 31,
|
Mar 29,
|
||||||||||
2010
|
2009
|
2009
|
Prior Qtr. |
|
|
|
|||||||
United States
|
$
|
136.6
|
$
|
129.3
|
$
|
112.2
|
6%
|
22%
|
|||||
International
|
116.9
|
126.9
|
96.1
|
(8)%
|
22%
|
||||||||
Net Sales
|
$
|
253.5
|
$
|
256.2
|
$
|
208.3
|
(1)%
|
22%
|
|||||
Paper PCC
|
$
|
130.7
|
$
|
132.3
|
$
|
112.5
|
(1)%
|
16%
|
|||||
Specialty PCC
|
14.4
|
14.0
|
10.6
|
3%
|
36%
|
||||||||
PCC Products
|
$
|
145.1
|
$
|
146.3
|
$
|
123.1
|
(1)%
|
18%
|
|||||
Talc
|
$
|
10.2
|
$
|
9.3
|
$
|
6.6
|
10%
|
55%
|
|||||
Ground Calcium Carbonate
|
16.8
|
14.7
|
13.9
|
14%
|
21%
|
||||||||
Processed Minerals Products
|
$
|
27.0
|
$
|
24.0
|
$
|
20.5
|
13%
|
32%
|
|||||
Specialty Minerals Segment
|
$
|
172.1
|
$
|
170.3
|
$
|
143.6
|
1%
|
20%
|
|||||
Refractory products
|
$
|
62.6
|
$
|
68.5
|
$
|
53.5
|
(9)%
|
17%
|
|||||
Metallurgical Products
|
18.8
|
17.4
|
11.2
|
8%
|
68%
|
||||||||
Refractories Segment
|
$
|
81.4
|
$
|
85.9
|
$
|
64.7
|
(5)%
|
26%
|
|||||
Net Sales
|
$
|
253.5
|
$
|
256.2
|
$
|
208.3
|
(1)%
|
22%
|
|||||
SEGMENT OPERATING INCOME (LOSS) DATA
|
|||||||||||||
Specialty Minerals Segment
|
$
|
18.4
|
$
|
5.9
|
$
|
9.8
|
212%
|
88%
|
|||||
Refractories Segment
|
$
|
5.8
|
$
|
(0.3)
|
$
|
(2.2)
|
*
|
*
|
|||||
Unallocated Corporate Expenses
|
$
|
(1.2)
|
$
|
(1.1)
|
$
|
(0.3)
|
9%
|
300%
|
|||||
Consolidated
|
$
|
23.0
|
$
|
4.5
|
$
|
7.3
|
411%
|
215%
|
|||||
SEGMENT RESTRUCTURING and
|
|||||||||||||
IMPAIRMENT COSTS
|
|||||||||||||
Specialty Minerals Segment
|
$
|
0.8
|
$
|
9.2
|
$
|
0.2
|
(91)%
|
300%
|
|||||
Refractories Segment
|
$
|
0.1
|
$
|
3.6
|
$
|
0.3
|
(97)%
|
(67)%
|
|||||
Consolidated
|
$
|
0.9
|
$
|
12.8
|
$
|
0.5
|
(93)%
|
80%
|
|||||
To supplement the Company's consolidated financial statements presented in accordance with GAAP, the following is a presentation of the Company's non-GAAP operating income, excluding special items (the restructuring and impairment costs set forth in the above table), for the three-month periods ended April 4, 2010, December 31, 2009 and March 29, 2009, constituting a reconcilation to GAAP operating income set forth above. The Company's management believes these non-GAAP measures provide meaningful supplemental information regarding its performance as inclusion of such special items are not indicative of 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 report
ing and facilitates investors' understanding of historic operating trends.
|
|||||||||||||
Quarter Ended
|
% Growth
|
||||||||||||
SEGMENT OPERATING INCOME,
|
Apr 4,
|
Dec 31,
|
Mar 29,
|
||||||||||
EXCLUDING SPECIAL ITEMS
|
2010
|
2009
|
2009
|
Prior Qtr. | Prior Year | ||||||||
Specialty Minerals Segment
|
$
|
19.2
|
$
|
15.1
|
$
|
10.0
|
27%
|
92%
|
|||||
Refractories Segment
|
$
|
5.9
|
$
|
3.3
|
$
|
(1.9)
|
79%
|
*
|
|||||
Unallocated Corporate Expenses
|
$
|
(1.2)
|
$
|
(1.1)
|
$
|
(0.3)
|
9%
|
300%
|
|||||
Consolidated
|
$
|
23.9
|
$
|
17.3
|
$
|
7.8
|
38%
|
206%
|
|||||
* Percentage not meaningful
|
|||||||||||||
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
|
||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||
ASSETS
|
||||||
(In Thousands of Dollars)
|
||||||
April 4,
|
December 31,
|
|||||
2010*
|
2009**
|
|||||
Current assets:
|
||||||
Cash & cash equivalents
|
$
|
325,039
|
$
|
310,946
|
||
Short-term investments
|
10,683
|
8,940
|
||||
Accounts receivable, net
|
179,625
|
173,665
|
||||
Inventories
|
79,962
|
82,483
|
||||
Prepaid expenses and other current assets
|
22,749
|
24,679
|
||||
Total current assets
|
618,058
|
600,713
|
||||
Property, plant and equipment
|
1,215,260
|
1,223,710
|
||||
Less accumulated depreciation
|
867,556
|
864,332
|
||||
Net property, plant & equipment
|
347,704
|
359,378
|
||||
Goodwill
|
67,449
|
68,101
|
||||
Other assets and deferred charges
|
40,167
|
43,946
|
||||
Total assets
|
$
|
1,073,378
|
$
|
1,072,138
|
||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||
Current liabilities:
|
||||||
Short-term debt
|
$
|
4,975
|
$
|
6,892
|
||
Current maturities of long-term debt
|
4,600
|
4,600
|
||||
Accounts payable
|
83,548
|
74,513
|
||||
Restructuring liabilities
|
6,476
|
8,282
|
||||
Other current liabilities
|
48,169
|
58,627
|
||||
Total current liabilities
|
147,768
|
152,914
|
||||
Long-term debt
|
92,621
|
92,621
|
||||
Other non-current liabilities
|
81,845
|
78,860
|
||||
Total liabilities
|
322,234
|
324,395
|
||||
Total MTI shareholders' equity
|
726,931
|
724,161
|
||||
Non-controlling Interest
|
24,213
|
23,582
|
||||
Total shareholders' equity
|
751,144
|
747,743
|
||||
Total liabilities and shareholders' equity
|
$
|
1,073,378
|
$
|
1,072,138
|
||
*
|
Unaudited
|
|||||
**
|
Condensed from audited financial statements.
|
|||||