DELAWARE
|
25-1190717
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
YES X
|
NO _____
|
YES X
|
NO
|
Large Accelerated Filer [ X ]
|
Accelerated Filer [ ]
|
Non- accelerated Filer [ ]
|
Smaller Reporting Company [ ]
|
YES
|
NO X
|
Class
Common Stock, $0.10 par value
|
Outstanding at April 13, 2012
17,748,531
|
Page No.
|
||
PART I. FINANCIAL INFORMATION
|
||
Item 1.
|
Financial Statements:
|
|
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
15
|
||
Item 2.
|
16
|
|
Item 3.
|
22
|
|
Item 4.
|
22
|
|
PART II. OTHER INFORMATION
|
||
Item 1.
|
23
|
|
Item 1A.
|
24
|
|
Item 2.
|
24
|
|
Item 3.
|
24
|
|
Item 4.
|
24
|
|
Item 5.
|
24
|
|
Item 6.
|
24
|
|
25
|
|
Three Months Ended
|
|||||||||||
(thousands, except per share data)
|
April 1, 2012
|
April 3, 2011
|
||||||||||
Net sales
|
$
|
257,138
|
$
|
262,520
|
||||||||
Cost of goods sold
|
202,201
|
209,578
|
||||||||||
|
Production margin
|
54,937
|
52,942
|
|||||||||
Marketing and administrative expenses
|
22,898
|
23,129
|
||||||||||
Research and development expenses
|
5,047
|
4,869
|
||||||||||
Restructuring and other costs
|
0
|
230
|
||||||||||
Income from operations
|
26,992
|
24,714
|
||||||||||
Non-operating deductions, net
|
(598
|
)
|
(837
|
)
|
||||||||
Income from continuing operations before provision for taxes
|
26,394
|
23,877
|
||||||||||
Provision for taxes on income
|
7,786
|
7,187
|
||||||||||
Consolidated net income
|
18,608
|
16,690
|
||||||||||
Less: Net income attributable to non-controlling interests
|
576
|
909
|
||||||||||
Net income attributable to Minerals Technologies Inc. (MTI)
|
$
|
18,032
|
$
|
15,781
|
||||||||
Earnings per share:
|
||||||||||||
Basic
|
$
|
1.02
|
$
|
0.86
|
||||||||
Diluted
|
$
|
1.01
|
$
|
0.86
|
||||||||
Cash dividends declared per common share
|
$
|
0.05
|
$
|
0.05
|
||||||||
Shares used in computation of earnings per share:
|
||||||||||||
Basic
|
17,718
|
18,276
|
||||||||||
Diluted
|
17,800
|
18,415
|
Three Months Ended
|
||||||||||
(thousands of dollars)
|
April 1, 2012
|
April 3, 2011
|
||||||||
Consolidated net income
|
$
|
18,608
|
$
|
16,690
|
||||||
Other comprehensive income, net of tax:
|
||||||||||
|
Foreign currency translation adjustments
|
9,099
|
16,992
|
|||||||
Pension and postretirement plan adjustments
|
1,821
|
1,059
|
||||||||
Cash flow hedges:
|
||||||||||
Net derivative losses arising during the period
|
(534
|
)
|
(942
|
)
|
||||||
Comprehensive income
|
28,994
|
33,799
|
||||||||
Comprehensive income attributable to
|
||||||||||
non-controlling interest
|
(943
|
)
|
(1,803
|
)
|
||||||
Comprehensive income attributable to MTI
|
$
|
28,051
|
$
|
31,996
|
||||||
ASSETS
|
|||||||||
(thousands of dollars)
|
April 1,
2012*
|
December 31,
2011**
|
|||||||
Current assets:
|
|||||||||
|
Cash and cash equivalents
|
$
|
415,005
|
$
|
395,152
|
||||
Short-term investments, at cost which approximates market
|
20,302
|
18,494
|
|||||||
Accounts receivable, net
|
198,131
|
194,317
|
|||||||
Inventories
|
89,556
|
90,760
|
|||||||
Prepaid expenses and other current assets
|
20,531
|
21,566
|
|||||||
|
Total current assets
|
743,525
|
720,289
|
||||||
Property, plant and equipment, less accumulated depreciation and depletion – April 1, 2012- $948,112; December 31, 2011 - $930,515
|
316,644
|
318,134
|
|||||||
Goodwill
|
65,788
|
64,671
|
|||||||
Other assets and deferred charges
|
60,794
|
61,861
|
|||||||
|
Total assets
|
$
|
1,186,751
|
$
|
1,164,955
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|||||||||
Current liabilities:
|
|||||||||
Short-term debt
|
$
|
5,494
|
$
|
5,846
|
|||||
Current maturities of long-term debt
|
8,555
|
8,552
|
|||||||
Accounts payable
|
106,979
|
103,354
|
|||||||
Restructuring liabilities
|
801
|
1,411
|
|||||||
Other current liabilities
|
52,650
|
61,739
|
|||||||
Total current liabilities
|
174,479
|
180,902
|
|||||||
Long-term debt
|
85,455
|
85,449
|
|||||||
Accrued Pension and Post-Retirement Benefits
|
98,598
|
97,318
|
|||||||
Other non-current liabilities
|
30,389
|
33,266
|
|||||||
Total liabilities
|
388,921
|
396,935
|
|||||||
Shareholders' equity:
|
|||||||||
Common stock
|
2,923
|
2,913
|
|||||||
Additional paid-in capital
|
337,013
|
335,134
|
|||||||
Retained earnings
|
980,275
|
963,130
|
|||||||
Accumulated other comprehensive loss
|
(35,312
|
)
|
(45,331
|
)
|
|||||
Less common stock held in treasury
|
(514,234
|
)
|
(514,234
|
)
|
|||||
Total MTI shareholders' equity
|
770,665
|
741,612
|
|||||||
Non-controlling interest
|
27,165
|
26,408
|
|||||||
Total shareholders' equity
|
797,830
|
768,020
|
|||||||
Total liabilities and shareholders' equity
|
$
|
1,186,751
|
$
|
1,164,955
|
|
Three Months Ended
|
||||||||||
(thousands of dollars)
|
April 1, 2012
|
April 3,
2011
|
|||||||||
Operating Activities:
|
|||||||||||
Consolidated net income
|
$
|
18,608
|
$
|
16,690
|
|||||||
Adjustments to reconcile net income to net cash
|
|||||||||||
|
provided by operating activities:
|
||||||||||
|
Depreciation, depletion and amortization
|
13,026
|
14,688
|
||||||||
Payments relating to restructuring activities
|
(620
|
)
|
(833
|
)
|
|||||||
Other non-cash items
|
1,874
|
1,653
|
|||||||||
Net changes in operating assets and liabilities
|
(8,168
|
)
|
(13,136
|
)
|
|||||||
Net cash provided by operating activities
|
24,720
|
19,062
|
|||||||||
Investing Activities:
|
|||||||||||
Purchases of property, plant and equipment
|
(9,354
|
)
|
(8,205
|
)
|
|||||||
Proceeds from sale of short-term investments
|
1,484
|
2,764
|
|||||||||
Purchases of short-term investments
|
(2,583
|
)
|
(4,336
|
)
|
|||||||
Net cash used in investing activities
|
(10,453
|
)
|
(9,777
|
)
|
|||||||
Financing Activities:
|
|||||||||||
Proceeds from issuance of long-term debt
|
--
|
1,596
|
|||||||||
Net issuance (repayment) of short-term debt
|
(593
|
)
|
80
|
||||||||
Purchase of common shares for treasury
|
--
|
(9,793
|
)
|
||||||||
Proceeds from issuance of stock under option plan
|
2,084
|
3,902
|
|||||||||
Cash dividends paid
|
(887
|
)
|
(914
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
604
|
(5,129
|
)
|
||||||||
Effect of exchange rate changes on cash and cash equivalents
|
4,982
|
8,821
|
|||||||||
Net increase in cash and cash equivalents
|
19,853
|
12,977
|
|||||||||
Cash and cash equivalents at beginning of period
|
395,152
|
367,827
|
|||||||||
Cash and cash equivalents at end of period
|
$
|
415,005
|
$
|
380,804
|
|||||||
Supplemental disclosure of cash flow information:
|
|||||||||||
Interest paid
|
$
|
158
|
$
|
51
|
|||||||
Income taxes paid
|
$
|
10,583
|
$
|
8,752
|
|||||||
Three Months Ended
|
||||||||
Basic EPS
(in millions, except per share data)
|
April 1, 2012
|
April 3, 2011
|
||||||
Net income attributable to MTI
|
$
|
18.0
|
$
|
15.8
|
||||
Weighted average shares outstanding
|
17.7
|
18.3
|
||||||
Basic earnings per share attributable to MTI
|
$
|
1.02
|
$
|
0.86
|
Three Months Ended
|
||||||||
Diluted EPS
(in millions, except per share data)
|
April 1, 2012
|
April 3, 2011
|
||||||
Net income attributable to MTI
|
$
|
18.0
|
$
|
15.8
|
||||
Weighted average shares outstanding
|
17.7
|
18.3
|
||||||
Dilutive effect of stock options and stock units
|
0.1
|
0.1
|
||||||
Weighted average shares outstanding , adjusted
|
$
|
17.8
|
$
|
18.4
|
||||
Diluted earnings per share attributable to MTI
|
$
|
1.01
|
$
|
0.86
|
(millions of dollars)
|
April 1,
2012
|
December 31,
2011
|
||||||
Raw materials
|
$
|
36.6
|
$
|
38.5
|
||||
Work-in-process
|
5.9
|
6.0
|
||||||
Finished goods
|
26.7
|
26.1
|
||||||
Packaging and supplies
|
20.4
|
20.2
|
||||||
Total inventories
|
$
|
89.6
|
$
|
90.8
|
April 1, 2012
|
December 31, 2011
|
|||||||||||||||
(millions of dollars)
|
Gross Carrying Amount
|
Accumulated Amortization
|
Gross Carrying Amount
|
Accumulated Amortization
|
||||||||||||
Patents and trademarks
|
$
|
6.2
|
3.9
|
6.2
|
4.0
|
|||||||||||
Customer lists
|
2.7
|
1.4
|
2.7
|
1.5
|
||||||||||||
$
|
8.9
|
5.3
|
8.9
|
5.5
|
(millions of dollars)
|
Balance as of
December 31, 2011
|
Additional Provisions
|
Cash Expenditures
|
Balance as of April 1,
2012
|
||||||||||
Contract termination costs
|
0.8
|
--
|
(0.3
|
)
|
0.5
|
|||||||||
$
|
0.8
|
$
|
--
|
$
|
(0.3
|
)
|
$
|
0.5
|
||||||
(millions of dollars)
|
Balance as of
December 31, 2011
|
Additional Provisions
|
Cash Expenditures
|
Balance as of April 1,
2012
|
||||||||||
Severance and other employee benefits
|
0.1
|
--
|
(0.1
|
)
|
--
|
|||||||||
$
|
0.1
|
$
|
--
|
$
|
(0.1
|
)
|
$
|
--
|
(millions of dollars)
|
Balance as of
December 31, 2011
|
Additional Provisions
|
Cash Expenditures
|
Balance as of April 1,
2012
|
||||||||||
Severance and other employee benefits
|
$
|
0.5
|
$
|
$
|
(0.2
|
)
|
$
|
0.3
|
||||||
$
|
0.5
|
$
|
$
|
(0.2
|
)
|
$
|
0.3
|
(millions of dollars)
|
April 1,
2012
|
December 31,
2011
|
|||||
5.53% Series 2006A Senior Notes
|
|||||||
Due October 5, 2013
|
$
|
50.0
|
$
|
50.0
|
|||
Floating Rate Series 2006A Senior Notes
|
|||||||
Due October 5, 2013
|
25.0
|
25.0
|
|||||
Variable/Fixed Rate Industrial
|
|||||||
Development Revenue Bonds Due August 1, 2012
|
8.0
|
8.0
|
|||||
Variable/Fixed Rate Industrial
|
|||||||
Development Revenue Bonds Series 1999 Due November 1, 2014
|
8.2
|
8.2
|
|||||
Installment obligations
|
1.4
|
1.4
|
|||||
Other borrowings
|
1.4
|
1.4
|
|||||
Total
|
94.0
|
94.0
|
|||||
Less: Current maturities
|
8.5
|
8.6
|
|||||
Long-term debt
|
$
|
85.5
|
$
|
85.4
|
Pension Benefits
|
Other Benefits
|
|||||||||||||||||
Three Months Ended
|
Three Months Ended
|
|||||||||||||||||
(millions of dollars)
|
April 1, 2012
|
April 3, 2011
|
April 1, 2012
|
April 3, 2011
|
||||||||||||||
Service cost
|
$
|
2.3
|
$
|
1.8
|
$
|
0.2
|
$
|
0.2
|
||||||||||
Interest cost
|
3.6
|
2.9
|
0.1
|
0.2
|
||||||||||||||
Expected return on plan assets
|
(4.2
|
)
|
(3.4
|
)
|
--
|
--
|
||||||||||||
Amortization:
|
||||||||||||||||||
Prior service cost
|
0.3
|
0.3
|
(0.8
|
)
|
(0.8
|
)
|
||||||||||||
Recognized net actuarial loss
|
3.4
|
2.0
|
--
|
0.1
|
||||||||||||||
Net periodic benefit cost
|
$
|
5.4
|
$
|
3.6
|
$
|
(0.5
|
)
|
$
|
(0.3
|
)
|
||||||||
(millions of dollars)
|
April 1,
2012
|
December 31,
2011
|
|||||
Foreign currency translation adjustments
|
$
|
38.6
|
$
|
29.9
|
|||
Unrecognized pension costs
|
(75.7
|
)
|
(77.5
|
)
|
|||
Net gain on cash flow hedges
|
1.8
|
2.3
|
|||||
Accumulated other comprehensive income (loss)
|
$
|
(35.3
|
)
|
$
|
(45.3
|
)
|
(millions of dollars)
|
|||
Asset retirement liability, December 31, 2011
|
$
|
14.7
|
|
Accretion expense
|
0.2
|
||
Payments
|
(0.1
|
)
|
|
Foreign currency translation and other
|
0.3
|
||
Asset retirement liability, April 1, 2012
|
$
|
15.1
|
Three Months Ended
|
||||||||
(millions of dollars)
|
April 1, 2012
|
April 3, 2011
|
||||||
|
Interest income
|
$
|
1.0
|
$
|
0.8
|
|||
Interest expense
|
(0.8
|
)
|
(0.8
|
)
|
||||
Foreign exchange gains(losses)
|
(0.4
|
)
|
(0.5
|
)
|
||||
Other deductions
|
(0.4
|
)
|
(0.3
|
)
|
||||
Non-operating deductions, net
|
$
|
(0.6
|
)
|
$
|
(0.8
|
)
|
||
Equity Attributable to MTI
|
|||||||||||||||||||||||||
(millions of dollars)
|
Common Stock
|
Additional
Paid-in Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Treasury
Stock
|
Non-controlling Interests
|
Total
|
||||||||||||||||||
Balance as of December 31, 2011
|
$
|
2.9
|
335.1
|
963.1
|
(45.3
|
)
|
(514.2
|
)
|
26.4
|
768.0
|
|||||||||||||||
Net income
|
--
|
--
|
18.0
|
--
|
--
|
0.6
|
18.6
|
||||||||||||||||||
Other comprehensive income
|
--
|
--
|
--
|
10.0
|
--
|
0.3
|
10.3
|
||||||||||||||||||
Dividends declared
|
--
|
--
|
(0.8
|
)
|
--
|
--
|
--
|
(0.8
|
)
|
||||||||||||||||
Dividends to non-controlling interest
|
--
|
--
|
--
|
--
|
--
|
(0.2
|
)
|
(0.2
|
)
|
||||||||||||||||
Employee benefit transactions
|
--
|
2.0
|
--
|
--
|
--
|
--
|
2.0
|
||||||||||||||||||
Income tax benefit arising from employee
|
|||||||||||||||||||||||||
stock option plans
|
--
|
0.2
|
--
|
--
|
--
|
--
|
0.2
|
||||||||||||||||||
Stock based compensation
|
--
|
(0.3
|
)
|
--
|
--
|
--
|
--
|
(0.3
|
)
|
||||||||||||||||
Balance as of April 1, 2012
|
$
|
2.9
|
337.0
|
980.3
|
(35.3
|
)
|
(514.2
|
)
|
27.1
|
797.8
|
Net Sales
|
|||||||
(millions of dollars)
|
Three Months Ended
|
||||||
April 1, 2012
|
April 3, 2011
|
||||||
Specialty Minerals
|
$
|
167.7
|
$
|
173.3
|
|||
Refractories
|
89.4
|
89.2
|
|||||
Total
|
$
|
257.1
|
$
|
262.5
|
Income from Operations
|
|||||||
(millions of dollars)
|
Three Months Ended
|
||||||
April 1, 2012
|
April 3, 2011
|
||||||
Specialty Minerals
|
$
|
19.9
|
$
|
19.3
|
|||
Refractories
|
9.1
|
6.9
|
|||||
Total
|
$
|
29.0
|
$
|
26.2
|
|||
Goodwill
|
|||||||
(millions of dollars)
|
|||||||
Three Months Ended
|
|||||||
April 1,
2012
|
December 31, 2011
|
||||||
Specialty Minerals
|
$
|
14.0
|
13.8
|
||||
Refractories
|
51.8
|
50.9
|
|||||
Total
|
$
|
65.8
|
64.7
|
||||
Income from operations before provision for taxes on income:
|
Three Months Ended
|
|||||||
(millions of dollars)
|
April 1,
2012
|
April 3,
2011
|
||||||
Income from operations for reportable segments
|
$
|
29.0
|
$
|
26.2
|
||||
Unallocated corporate expenses
|
(2.0
|
)
|
(1.5
|
)
|
||||
Consolidated income from operations
|
27.0
|
24.7
|
||||||
Non-operating deductions
|
(0.6
|
)
|
(0.8
|
)
|
||||
Income from continuing operations
|
||||||||
before provision for taxes on income
|
$
|
26.4
|
$
|
23.9
|
||||
Three Months Ended
|
||||||||
(millions of dollars)
|
April 1,
2012
|
April 3,
2011
|
||||||
Paper PCC
|
$
|
121.7
|
$
|
129.2
|
||||
Specialty PCC
|
16.4
|
15.6
|
||||||
Talc
|
12.1
|
11.4
|
||||||
Ground Calcium Carbonate
|
17.5
|
17.1
|
||||||
Refractory Products
|
69.1
|
69.6
|
||||||
Metallurgical Products
|
20.3
|
19.6
|
||||||
Net sales
|
$
|
257.1
|
$
|
262.5
|
Income and Expense Items
as a Percentage of Net Sales
|
||||||||
Three Months Ended
|
||||||||
April 1, 2012
|
April 3, 2011
|
|||||||
Net sales
|
100.0
|
%
|
100.0
|
%
|
||||
Cost of goods sold
|
78.6
|
79.8
|
||||||
Production margin
|
21.4
|
20.2
|
||||||
Marketing and administrative expenses
|
8.9
|
8.8
|
||||||
Research and development expenses
|
2.0
|
1.9
|
||||||
Restructuring and other costs
|
--
|
0.1
|
||||||
Income from operations
|
10.5
|
9.4
|
||||||
Net income attributable to MTI
|
7.0
|
%
|
6.0
|
%
|
||||
·
|
The industries we serve, primarily paper, steel, construction and automotive, have been adversely affected by the uncertain global economic climate. Although these markets have stabilized, our global business could be adversely affected by further decreases in economic activity. Our Refractories segment primarily serves the steel industry. Although North American steel production improved 7% in the first quarter 2012 as compared with the prior year, it remains well below 2008 levels. In Europe, we are starting to see softening in steel production as the EU27 declined 4% versus the first quarter of 2011. In the paper industry, which is served by our Paper PCC product line, production levels for printing and writing papers within North America and Europe, our two largest markets, for the first quarter 2012 were 3% and 6% below the prior year. In addition, our Processed Minerals and Specialty PCC product lines are affected by the domestic building and construction markets and the automotive market. Residential Fixed Investment in the U.S. for the first quarter of 2012 averaged approximately $356 billion which was up 11% from first quarter 2011 levels. In the automotive industry, North American car and truck production was approximately 18% higher in the first quarter 2012 when compared to the first quarter 2011.
|
·
|
Some of our customers may experience mill shutdowns due to further consolidations, or may face liquidity issues, or bankruptcy, which could deteriorate the aging of our accounts receivable, increase our bad debt exposure and possibly trigger impairment of assets or realignment of our businesses.
|
·
|
Consolidations and rationalizations in the paper and steel industries concentrate purchasing power in the hands of fewer customers, increasing pricing pressure on suppliers such as Minerals Technologies Inc.
|
·
|
Most of our Paper PCC sales are subject to long-term contracts that may be terminated pursuant to their
|
terms, or may be renewed on terms less favorable to us. | |
·
|
We are subject to volatility in pricing and supply availability of our key raw materials used in our Paper PCC product line and Refractory product line.
|
·
|
We continue to rely on China for a portion of our supply of magnesium oxide in the Refractories segment, which may be subject to uncertainty in availability and cost.
|
·
|
Fluctuations in energy costs have an impact on all of our businesses.
|
·
|
Changes in the fair market value of our pension assets, rates of return on assets, and discount rates could continue to have a significant impact on our net periodic pension costs as well as our funding status.
|
·
|
As we expand our operations abroad we face the inherent risks of doing business in many foreign countries, including foreign exchange risk, import and export restrictions, and security concerns.
|
·
|
The Company’s operations, particularly in the mining and environmental areas (discharges, emissions and greenhouse gases), are subject to regulation by federal, state and foreign authorities and may be subject to, and presumably will be required to comply with, additional laws, regulations and guidelines which may be adopted in the future.
|
·
|
Develop multiple high-filler technologies, such as filler-fiber, under the FulfillTM platform of products, to increase the fill rate in freesheet paper and continue to progress with commercial discussions and full-scale paper machine trials.
|
·
|
Increase our sales of PCC for paper by further penetration of the markets for paper filling at both freesheet and groundwood mills, particularly in emerging markets.
|
·
|
Expand the Company's PCC coating product line using the satellite model.
|
·
|
Promote the Company's expertise in crystal engineering, especially in helping papermakers customize PCC morphologies for specific paper applications.
|
·
|
Expand PCC produced for paper filling applications by working with industry partners to develop new methods to increase the ratio of PCC for fiber substitutions.
|
·
|
Develop unique calcium carbonates and talc products used in the manufacture of novel biopolymers, a new market opportunity.
|
·
|
Deploy new talc, PCC and GCC products in paint, coating and packaging applications.
|
·
|
Deploy value-added formulations of refractory materials that not only reduce costs but improve performance.
|
·
|
Expand our solid core wire product line into BRIC, Middle Eastern and other Asian countries.
|
·
|
Deploy our laser measurement technologies into new applications.
|
·
|
Deploy operational excellence principles into all aspects of the organization, including system infrastructure and lean principles.
|
·
|
Explore selective acquisitions to fit our core competencies in minerals and fine particle technology.
|
(millions of dollars)
|
First
Quarter
2012
|
% of Total
Sales
|
Growth
|
First
Quarter
2011
|
% of Total Sales
|
|||||||||||||
Net Sales
|
||||||||||||||||||
U.S
|
$
|
145.8
|
56.7
|
%
|
5
|
%
|
$
|
139.4
|
53.1
|
%
|
||||||||
International
|
111.3
|
43.3
|
%
|
(10)
|
%
|
123.1
|
46.9
|
%
|
||||||||||
|
Net sales
|
$
|
257.1
|
100.0
|
%
|
(2)
|
%
|
$
|
262.5
|
100.0
|
%
|
|||||||
Paper PCC
|
$
|
121.7
|
47.3
|
%
|
(6)
|
%
|
$
|
129.2
|
49.2
|
%
|
||||||||
Specialty PCC
|
16.4
|
6.4
|
%
|
5
|
%
|
15.6
|
5.9
|
%
|
||||||||||
|
PCC Products
|
$
|
138.1
|
53.7
|
%
|
(5)
|
%
|
$
|
144.8
|
55.1
|
%
|
|||||||
Talc
|
$
|
12.1
|
4.7
|
%
|
6
|
%
|
$
|
11.4
|
4.4
|
%
|
||||||||
Ground Calcium Carbonate
|
17.5
|
6.8
|
%
|
2
|
%
|
17.1
|
6.5
|
%
|
||||||||||
|
Processed Minerals Products
|
$
|
29.6
|
11.5
|
%
|
4
|
%
|
$
|
28.5
|
10.9
|
%
|
|||||||
Specialty Minerals Segment
|
$
|
167.7
|
65.2
|
%
|
(3)
|
%
|
$
|
173.3
|
66.0
|
%
|
||||||||
Refractory Products
|
$
|
69.1
|
26.9
|
%
|
(1)
|
%
|
$
|
69.6
|
26.5
|
%
|
||||||||
Metallurgical Products
|
20.3
|
7.9
|
%
|
4
|
%
|
19.6
|
7.5
|
%
|
||||||||||
|
Refractories Segment
|
$
|
89.4
|
34.8
|
%
|
0
|
%
|
$
|
89.2
|
34.0
|
%
|
|||||||
Net sales
|
$
|
257.1
|
100.0
|
%
|
(2)
|
%
|
$
|
262.5
|
100.0
|
%
|
||||||||
Operating Costs and Expenses
(millions of dollars)
|
First
Quarter
2012
|
First Quarter
2011
|
Growth
|
|||||
Cost of goods sold
|
$
|
202.2
|
$
|
209.6
|
(4)
|
%
|
||
Marketing and administrative
|
$
|
22.9
|
$
|
23.1
|
(1)
|
%
|
||
Research and development
|
$
|
5.0
|
$
|
4.9
|
4
|
%
|
||
Restructuring and other costs
|
$
|
--
|
$
|
0.2
|
*
|
%
|
Income from Operations
(millions of dollars)
|
First
Quarter
2012
|
First
Quarter
2011
|
Growth
|
|||||
Income from operations
|
$
|
27.0
|
$
|
24.7
|
9
|
%
|
Non-Operating Deductions
(millions of dollars)
|
First
Quarter
2012
|
First
Quarter
2011
|
Growth
|
|||||||
Non-operating deductions, net
|
$
|
0.6
|
$
|
0.8
|
25
|
%
|
Provision for Taxes on Income
(millions of dollars)
|
First
Quarter
2012
|
First
Quarter
2011
|
Growth
|
|||||||
Provision for taxes on income
|
$
|
7.8
|
$
|
7.2
|
8
|
%
|
Consolidated Net Income, net of tax
(millions of dollars)
|
First
Quarter
2012
|
First
Quarter
2011
|
Growth
|
|||||||
Consolidated net income, net of tax
|
$
|
18.6
|
$
|
16.7
|
11
|
%
|
Noncontrolling Interests
(millions of dollars)
|
First
Quarter
2012
|
First
Quarter
2011
|
Growth
|
|||||||
Noncontrolling interests
|
$
|
0.6
|
$
|
0.9
|
(33)
|
%
|
Net Income attributable to MTI
(millions of dollars)
|
First
Quarter
2012
|
First
Quarter
2011
|
Growth
|
|||||||
Net income attributable to MTI
|
$
|
18.0
|
$
|
15.8
|
14
|
%
|
Payments Due by Period
|
|||||||||||||||||
(millions of dollars)
|
Total
|
Less Than 1 Year
|
1-3 Years
|
3-5 Years
|
After
5 Years
|
||||||||||||
Debt
|
$
|
94.0
|
$
|
8.5
|
$
|
85.5
|
$
|
--
|
$
|
--
|
|||||||
Operating lease obligations
|
21.0
|
4.5
|
5.4
|
4.5
|
6.6
|
||||||||||||
Total contractual obligations
|
$
|
115.0
|
$
|
13.0
|
$
|
90.9
|
$
|
4.5
|
$
|
6.6
|
|||||||
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of the Publicly Announced Program
|
Dollar Value of Shares that May Yet be Purchased Under the Program
|
|||||||
January 1 - April 1
|
--
|
$
|
--
|
59,615
|
$
|
72,004,201
|
|||||
Total
|
--
|
$
|
--
|
Exhibit No.
|
Exhibit Title
|
||
15
|
Letter Regarding Unaudited Interim Financial Information.
|
||
31.1
|
Rule 13a-14(a)/15d-14(a) Certification executed by the Company's principal executive officer.
|
||
31.2
|
Rule 13a-14(a)/15d-14(a) Certification executed by the Company's principal financial officer.
|
||
32
|
Section 1350 Certifications.
|
||
95
|
Information concerning Mine Safety Violations
|
||
99
|
Risk Factors
|
||
101.INS
|
XBRL Instance Document
|
||
101.SCH
|
XBRL Taxonomy Extension Schema
|
||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
||
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
Minerals Technologies Inc.
|
|
By:
|
/s/Douglas T. Dietrich
|
Douglas T. Dietrich
|
|
Senior Vice President-Finance and Treasury,
|
|
Chief Financial Officer
|
|
(principal financial officer)
|
Exhibit No.
|
Exhibit Title
|
||
15
|
|||
31.1
|
|||
31.2
|
|||
32
|
|||
95
|
|||
99
|
|||
101.INS
|
XBRL Instance Document
|
||
101.SCH
|
XBRL Taxonomy Extension Schema
|
||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
||
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
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:
|
|
(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: April 27, 2012
|
By:
|
/s/Joseph C. Muscari
|
Joseph C. Muscari
|
|
Chairman of the Board
|
|
and Chief Executive Officer
|
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:
|
|
(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: April 27, 2012
|
By:
|
/s/Douglas T. Dietrich
|
Douglas T. Dietrich
|
|
Senior Vice President-Finance and Treasury,
|
|
Chief Financial Officer
|
|
(principal financial officer)
|
By:
|
/s/Joseph C. Muscari
|
Joseph C. Muscari
|
|
Chairman of the Board
|
|
and Chief Executive Officer
|
By:
|
/s/Douglas T. Dietrich
|
Douglas T. Dietrich
|
|
Senior Vice President-Finance and Treasury,
|
|
Chief Financial Officer
|
|
(principal financial officer)
|
Mine
|
Section 104(a) S&S
|
Section 104(b)
|
Section 104(d)
|
Section 110(b)(2)
|
Section 107(a)
|
Proposed Assessments
|
Fatalities
|
(A)
|
(B)
|
(C)
|
(D)
|
(E)
|
(F)
|
(G)
|
|
Lucerne Valley, CA
|
0
|
0
|
0
|
0
|
0
|
$0
|
0
|
Canaan, CT
|
1
|
0
|
0
|
0
|
0
|
$0
|
0
|
Adams, MA
|
5
|
0
|
0
|
0
|
0
|
$0
|
0
|
Barretts Mill, Dillon, MT
|
1
|
0
|
0
|
0
|
0
|
$1737
|
0
|
Regal Mine, Dillon, MT
|
0
|
0
|
0
|
0
|
0
|
$0
|
0
|
Treasure Mine, Dillon, MT
|
0
|
0
|
0
|
0
|
0
|
$200
|
0
|
(A)
|
The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under section 104 of the Mine Act for which we received a citation from MSHA.
|
(B)
|
The total number of orders issued under section 104(b) of the Mine Act.
|
(C)
|
The total number of citations and orders for unwarrantable failure of the Company to comply with mandatory health or safety standards under section 104(d) of the Mine Act.
|
(D)
|
The total number of flagrant violations under section 110(b)(2) of the Mine Act.
|
(E)
|
The total number of imminent danger orders issued under section 107(a) of the Mine Act.
|
(F)
|
The total dollar value of proposed assessments from MSHA under the Mine Act.
|
(G)
|
The total number of mining-related fatalities, other than fatalities determined by MSHA to be unrelated to mining activity.
|
Mine
|
Legal Actions Pending As Of Last Day Of Period
|
Legal Actions Initiated During Period
|
Legal Actions Resolved During Period
|
Lucerne Valley, CA (1)
|
15
|
4
|
0
|
Canaan, CT
|
0
|
0
|
0
|
Adams, MA (1)
|
3
|
3
|
0
|
Barretts Mill, Dillon, MT
|
0
|
0
|
0
|
Regal Mine, Dillon, MT
|
0
|
0
|
0
|
Treasure Mine, Dillon, MT
|
0
|
0
|
0
|
·
|
Worldwide general economic, business, and industry conditions have had, and may continue to have, an adverse effect on the Company’s results.
|
The global economic instability of the past few years has caused, among other things, declining consumer and business confidence, volatile raw material prices, instability in credit markets, high unemployment, fluctuating interest and exchange rates, and other challenges. The Company’s business and operating results have been and may continue to be adversely affected by these global economic conditions. In particular, our operations in Europe continue to be impacted by the uncertain European economy. A currency or financial crisis in Europe could precipitate a significant decline in the European economy, which would likely result in a decrease in demand for our products in Europe. The Company’s customers and potential customers may experience deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. As discussed below, the industries we serve, primarily paper, steel, construction and automotive, have been particularly adversely affected by the uncertain global economic climate due to the cyclical nature of their businesses. As a result, existing or potential customers may reduce or delay their growth and investments and their plans to purchase products, and may not be able to fulfill their obligations in a timely fashion. Further, suppliers could experience similar conditions, which could affect their ability to fulfill their obligations to the Company. Adversity within capital markets may impact future return on pension assets, thus resulting in greater future pension costs that impact the company’s results. Global economic markets remains uncertain, and there can be no assurance that market conditions will improve in the near future. Future weakness in the global economy could materially and adversely affect our business and operating results.
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The Company’s operations are subject to the cyclical nature of its customers' businesses and we may not be able to mitigate that risk.
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The majority of the Company's sales are to customers in industries that have historically been cyclical: paper, steel, construction, and automotive. These industries have been particularly adversely affected by the uncertain global economic climate. Our Refractories segment primarily serves the steel industry. North American and European steel production has continued to improve from 2009, but in 2011 was still approximately 15% below 2008 levels. In the paper industry, which is served by our Paper PCC product line, production levels for printing and writing papers within North America and Europe, our two largest markets remain approximately 15% below 2008 levels. The reduced demand for paper industry products has also caused the paper industry to experience a number of recent bankruptcies and paper mill closures, including among our customers. In addition, our Processed Minerals and Specialty PCC product lines are affected by the domestic building and construction markets and the automotive market. Housing starts in 2011 averaged approximately 607 thousand units, a 4% improvement over 2010. Housing starts were at a peak rate of 2.1 million units in 2005. In the automotive industry, North American car and truck production was up 12% in 2011, but remains well below 2008 levels. Demand for our products is subject to these trends. In addition, these trends could cause our customers to face liquidity issues or bankruptcy, which could deteriorate the aging of our accounts receivable, increase our bad debt exposure and possibly trigger impairment of assets or realignment of our businesses. The Company has taken steps to reduce its exposure to variations in its customers' businesses, including by diversifying its portfolio of products and services; through geographic expansion, and by structuring most 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, there can be no assurance that these efforts will mitigate the risks of our dependence on these industries. Continued weakness in the industries we serve has had, and may in the future have, an adverse effect on sales of our products and our results of operations. A continued or renewed 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.
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The Company’s results could be adversely affected if it is unable to effectively achieve and implement its growth initiatives.
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Sales and income growth 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 the BRIC (Brazil, Russia, India, China) countries and other Asian and Eastern European countries; increasing its penetration into product markets such as the market for papercoating pigments and the market for groundwood paper pigments; increasing sales to existing PCC customers by increasing the amount of PCC used per ton of paper produced; developing, introducing and selling new products such as the FulfillTM family of products for the paper industry. Difficulties, delays or failure of any of these strategies could affect the future growth rate of the Company. Our strategy also anticipates growth through future acquisitions. However, our ability to identify and consummate any future acquisitions on terms that are favorable to us may be limited by the number of attractive acquisition targets, internal demands on our resources and our ability to obtain financing. Our success in integrating newly acquired businesses will depend upon our ability to retain key personnel, avoid diversion of management’s attention from operational matters, and integrate general and administrative services. In addition, future acquisitions could result in the incurrence of additional debt, costs and contingent liabilities. Integration of acquired operations may take longer, or be more costly or disruptive to our business, than originally anticipated, and it is also possible that expected synergies from future acquisitions may not materialize. We also may incur costs and divert management attention with regard to potential acquisitions that are never consummated.
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The Company’s sales of PCC could be adversely affected by our failure to renew or extend long term sales contracts for our satellite operations.
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The Company's sales of PCC to paper customers are typically pursuant to long-term evergreen agreements, initially ten years in length, with paper mills where the Company operates satellite PCC plants. Sales pursuant to these contracts represent a significant portion of our worldwide Paper PCC sales, which were $497.0 million in 2011, or approximately 47.5% of the Company’s net sales. The terms of many of these agreements have been extended or renewed in the past, often in connection with an expansion of the satellite plant. However, failure of a number of the Company's customers to renew or extend existing agreements on terms as favorable to the Company as those currently in effect, or at all, 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.
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The Company’s sales could be adversely affected by consolidation in customer industries, principally paper and steel.
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Several consolidations in the paper industry have taken place in recent years and such consolidation could continue in the future. These consolidations could result in partial or total closure of some paper mills where the Company operates PCC satellites. In 2011, the Company idled its satellite plant in Anjalankoski, Finland, due to the permanent closure of the paper mill, and the Company’s satellite plant at Alizay, France, is temporarily closed while the mill’s owner seeks to divest it. Such closures would reduce the Company'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 the Company. Similarly, consolidations have occurred in the steel industry. Such consolidations in the two major industries we serve concentrate purchasing power in the hands of a smaller number of papermakers and steel manufacturers, enabling them to increase pressure on suppliers, such as the Company. This increased pressure could have an adverse effect on the Company's results of operations in the future.
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The Company is subject to stringent regulation in the areas of environmental, health and safety, and tax, and may incur unanticipated costs or liabilities arising out of claims for various legal, environmental and tax matters or product stewardship issues.
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The Company’s operations are subject to international, federal, state and local governmental environmental, health and safety, tax and other laws and regulations. We have expended, and may be required to expend in the future, substantial funds for compliance with such laws and regulations. In addition, future events, such as changes to or modifications of interpretations of existing laws and regulations, or enforcement polices, or further investigation or evaluation of the potential environmental impacts of operations or health hazards of certain products, may give rise to additional compliance and other costs that could have a material adverse effect on the Company. State, national, and international governments and agencies have been evaluating climate-related legislation and regulation that would restrict emissions of greenhouse gases in areas in which we conduct business, and some such legislation and regulation have already been enacted or adopted. Enactment of climate-related legislation or adoption of regulation that restrict emissions of greenhouse gases in areas in which we conduct business could have an adverse effect on our operations or demand for our products. Our manufacturing processes, particularly the manufacturing process for PCC, use a significant amount of energy and, should energy prices increase as a result of such legislation or regulation, we may not be able to pass these increased costs on to purchasers of our products. We cannot predict if or when currently proposed or additional laws and regulations regarding climate change or other environmental or health and safety concerns will be enacted or adopted. Moreover, changes in tax regulation and international tax treaties could reduce the financial performance of our foreign operations.
The Company is currently a party in various litigation matters and tax and environmental proceedings and faces risks arising from various unasserted litigation matters, including, but not limited to, product liability, patent infringement, antitrust claims, and claims for third party property damage or personal injury stemming from alleged environmental torts. Failure to appropriately manage safety, human health, product liability and environmental risks associated with the Company’s products and production processes could adversely impact the Company’s employees and other stakeholders, the Company’s reputation and its results of operations. Public perception of the risks associated with the Company’s products and production processes could impact product acceptance and influence the regulatory environment in which the Company operates. While the Company has procedures and controls to manage these risks, carries liability insurance, which it believes to be appropriate to its businesses, and has provided reserves for current matters, which it believes to be adequate, an unanticipated liability, arising out of a current matter or proceeding or from the other risks described above, could have a material adverse effect on the Company’s financial condition or results of operations.
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Delays or failures in new product development could adversely affect the Company’s operations.
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The Company’s future business success will depend in part upon its ability to maintain and enhance its technological capabilities, to respond to changing customer needs, and to successfully anticipate or respond to technological changes on a cost-effective and timely basis. The Company is engaged in a continuous effort to develop new products and processes in all of its product lines. 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 our expected results.
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The Company’s ability to compete is dependent upon its ability to defend its intellectual property against infringement.
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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.
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The Company’s operations could be impacted by the increased risks of doing business abroad.
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The Company does business in many areas internationally. Approximately 47% of our sales in 2011 were derived from outside the United States and we have significant production facilities which are located outside of the United States. We are presently concerned about the possibility of recessionary conditions in Europe, from which we derived approximately 30% of our sales in 2011. We have in recent years expanded our operations in emerging markets, and we plan to continue to do so in the future, particularly in China, India, Brazil, and Eastern Europe. Some of our operations are located in areas that have experienced political or economic instability, including Indonesia, Brazil, Thailand, China and South Africa. As the Company expands its operations overseas, it faces increased risks of doing business abroad, including inflation, fluctuation in interest 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 the areas in which we do business could cause actual results to differ materially from historical and expected results. In addition, a significant portion of our raw material purchases and sales outside the United States are denominated in foreign currencies, and liabilities for non-U.S. operating expenses and income taxes are denominated in local currencies. Accordingly, reported sales, net earnings, cash flows and fair values have been and in the future will be affected by changes in foreign currency exchange rates. Our overall success as a global business depends, in part, upon our ability to succeed in differing legal, regulatory, economic, social and political conditions. We cannot assure you that we will implement policies and strategies that will be effective in each location where we do business.
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The Company’s operations are dependent on the availability of raw materials and increases in costs of raw materials or energy could adversely affect our financial results.
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The Company depends in part on having an adequate supply of raw materials for its manufacturing operations, particularly lime and carbon dioxide for the PCC product line, and magnesia and alumina for its Refractory operations and on having adequate access to ore reserves of appropriate quality at its mining operations. Purchase prices and availability of these critical raw materials are subject to volatility. At any given time, we may be unable to obtain an adequate supply of these critical raw materials on a timely basis, on price and other terms, or at all.
While most such raw materials are readily available, the Company purchases a portion of its magnesia requirements from sources in China. The price and availability of magnesia have fluctuated in the past and they may fluctuate in the future. Price increases for certain other of our raw materials, as well as increases in energy prices, have also affected our business. Our ability to recover increased costs is uncertain. The Company and its customers will typically negotiate reasonable price adjustments in order to recover a portion of these rapidly escalating costs. While the contracts pursuant to which we construct and operate our satellite PCC plants generally adjust pricing to reflect increases in costs resulting from inflation, there is a time lag before such price adjustments can be implemented. In 2011, increased raw materials affected our Specialty Minerals segment by $13 million while raw material prices affected our Refractories segment by $14 million. These increased raw material costs in both segments were partially offset by price increases.
We cannot predict whether, and how much, prices for our key raw materials will increase in the future. Changes in the costs or availability of such raw materials, to the extent we cannot recover them in price increases to our customers, could adversely affect the Company’s results of operations.
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The Company operates in very competitive industries, which could adversely affect our profitability.
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The Company has many competitors. Some of our principal competitors have greater financial and other resources than we have. Accordingly, these competitors may be better able to withstand changes in conditions within the industries in which we operate and may have significantly greater operating and financial flexibility than we do. As a result of the competitive environment in the markets in which we operate, we currently face and will continue to face pressure on the sales prices of our products from competitors, which could reduce profit margins.
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Production facilities are subject to operating risks and capacity limitations that may adversely affect the Company’s financial condition or results of operations.
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The Company is dependent on the continued operation of its production facilities. Production facilities are subject to hazards associated with the manufacturing, handling, storage, and transportation of chemical materials and products, including pipeline leaks and ruptures, explosions, fires, inclement weather and natural disasters, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, and environmental risks. We maintain property, business interruption and casualty insurance but such insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies. Further, from time to time, we may experience capacity limitations in our manufacturing operations. In addition, if we are unable to effectively forecast our customers’ demand, it could affect our ability to successfully manage operating capacity limitations. These hazards, limitations, disruptions in supply and capacity constraints could adversely affect financial results.
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Long-Term Debt and Commitments (Details) (USD $)
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3 Months Ended | |
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Apr. 01, 2012
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Dec. 31, 2011
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Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 94,000,000 | $ 94,000,000 |
Less: Current maturities | 8,555,000 | 8,552,000 |
Long-term debt | 85,455,000 | 85,449,000 |
Short-term Borrowings [Abstract] | ||
Uncommitted short-term bank credit lines, maximum borrowing capacity | 191,000,000 | |
Uncommitted short-term bank credit lines, amount outstanding | 5,494,000 | 5,846,000 |
Series 2006 Senior Notes Due 2013 [Member]
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Debt Instrument [Line Items] | ||
Long-term debt, gross | 50,000,000 | 50,000,000 |
Interest rate on debt instrument (in hundredths) | 5.53% | |
Maturity date | Oct. 05, 2013 | |
Floating Rate Series 2006A Senior Notes Due 2013 [Member]
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Debt Instrument [Line Items] | ||
Long-term debt, gross | 25,000,000 | 25,000,000 |
Maturity date | Oct. 05, 2013 | |
Variable/Fixed Rate Industrial Development Revenue Bonds Due 2012 [Member]
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Debt Instrument [Line Items] | ||
Long-term debt, gross | 8,000,000 | 8,000,000 |
Maturity date | Aug. 01, 2012 | |
Variable/Fixed Rate Industrial Development Revenue Bonds Series 1999 Due 2014 [Member]
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Debt Instrument [Line Items] | ||
Long-term debt, gross | 8,200,000 | 8,200,000 |
Maturity date | Nov. 01, 2014 | |
Installment Obligations [Member]
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Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,400,000 | 1,400,000 |
Other Borrowings [Member]
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Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,400,000 | $ 1,400,000 |
Segment and Related Information (Tables)
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Apr. 01, 2012
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Segment and Related Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment and Related Information, Net Sales |
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Segment and Related Information, Income From Operations |
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Segment and Related Information, Goodwill | The carrying amount of goodwill by reportable segment as of April 1, 2012 and December 31, 2011 was as follows:
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Segment and Related Information, Reconciliation of Operating Income Before Income Taxes | A reconciliation of the totals reported for the operating segments to the applicable line items in the condensed consolidated financial statements is as follows:
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Segment and Related Information, Sales By Product Category | The Company's sales by product category are as follows:
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Goodwill and Other Intangible Assets (Tables)
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Apr. 01, 2012
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Goodwill and Other Intangible Assets [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquired intangible assets subject to amortization | Acquired intangible assets subject to amortization as of April 1, 2012 and December 31, 2011 were as follows:
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Accounting for Asset Retirement Obligations (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended |
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Apr. 01, 2012
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Accounting for Asset Retirement Obligations [Abstract] | |
Asset retirement liability, beginning balance | $ 14.7 |
Accretion expense | 0.2 |
Payments | (0.1) |
Foreign currency translation | 0.3 |
Asset retirement liability, ending balance | 15.1 |
Asset retirement obligation current portion | 0.4 |
Asset retirement obligation noncurrent portion | $ 14.7 |
Goodwill and Other Intangible Assets (Details) (USD $)
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3 Months Ended | |||||||
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Apr. 01, 2012
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Dec. 31, 2011
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Apr. 01, 2012
Patents & Trademarks [Member]
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Dec. 31, 2011
Patents & Trademarks [Member]
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Apr. 01, 2012
Customer Lists [Member]
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Dec. 31, 2011
Customer Lists [Member]
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Apr. 01, 2012
Customer Contracts [Member]
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Apr. 01, 2012
Acquired Finite-Lived Intangible Assets [Member]
Y
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Goodwill [Abstract] | ||||||||
Goodwill | $ 65,788,000 | $ 64,671,000 | ||||||
Finite-lived intangible assets [Abstract] | ||||||||
Weighted average amortization period for acquired intangible assets subject to amortization | 15 | |||||||
Finite-lived intangible assets, gross, non-current | 600,000 | |||||||
Number of PCC satellite facilities | 7 | |||||||
Finite-lived intangible assets, gross, current | 500,000 | |||||||
Amortization expense | 200,000 | |||||||
Estimated amortization expense, 2012 | 200,000 | 600,000 | ||||||
Estimated amortization expense, 2013 | 400,000 | 600,000 | ||||||
Estimated amortization expense, 2014 | 400,000 | 600,000 | ||||||
Estimated amortization expense, 2015 | 100,000 | 600,000 | ||||||
Estimated amortization expense, 2016 | 600,000 | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||
Gross carrying amount | 8,900,000 | 8,900,000 | 6,200,000 | 6,200,000 | 2,700,000 | 2,700,000 | ||
Accumulated amortization | $ 5,300,000 | $ 5,500,000 | $ 3,900,000 | $ 4,000,000 | $ 1,400,000 | $ 1,500,000 |
Earnings Per Share (EPS)
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Apr. 01, 2012
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share (EPS) | Note 3. 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:
The weighted average diluted common shares outstanding for the three-month periods ended April 1, 2012 and April 3, 2011 excludes the dilutive effect of 128,943 and 124,863 options, respectively, as such options had an exercise price in excess of the average market value of the Company's common stock during such period. |