UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K/A

Amendment No. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

Commission file number 1-3295

MINERALS TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

         Delaware
(State or other jurisdiction of
incorporation or organization)


    The Chrysler Building
    405 Lexington Avenue
    New York, New York
(Address of principal executive office)

        25-1190717
(I.R.S. Employer
Identification Number)
     10174-1901
      (Zip Code)

(212) 878-1800

(Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

Name of each exchange
on which registered


Common Stock, $.10 par value

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

 

None

 

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  X    No __

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X

     Indicate by check mark whether the Registrant (1) is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes  X     No __

     The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing price at which the stock was sold as of June 27, 2003, was approximately $978 million. Solely for the purposes of this calculation, shares of common stock held by officers, directors and beneficial owners of 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

     As of February 5, 2004, the Registrant had outstanding 20,492,149 shares of common stock, all of one class.

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement dated April 5, 2004

Part III

 

 

 

EXPLANATORY NOTE

          Minerals Technologies Inc. (the "Company") is filing this Amendment No. 1 to its Annual Report on Form 10-K/A (this "Form 10-K/A") to reflect a revision to the accounting treatment of the reversal in 2003 of tax reserves for potential exposure items no longer necessary due to the expiration of the statute of limitations on the Company's U.S. tax returns for earlier years. As a result of this revision, the Company is restating its audited financial statements for the fiscal year ended December 31, 2003.

          During the third and fourth quarters of 2003, the Company reversed tax reserves no longer necessary due to the expiration of the statute of limitations on the Company's U.S. tax returns for earlier years. In its Annual Report on Form 10-K for the year ended December 31, 2003 (the "Form 10-K") filed with the Securities and Exchange Commission (the "Commission") on March 11, 2004, the Company reported that this reversal resulted in a reduction to the 2003 income tax provision of approximately $15 million and a reduction to the overall effective tax rate for 2003 from 26.4% to 5.7%. This Form 10-K/A reflects the Company's determination that the reversal of such tax reserves should be treated as an equity transaction and reflected as an increase in additional paid-in capital of $15 million because such tax reserves were established for potential exposure items related to the tax bases of assets caused by the initial public offering of the Company's common stock in October 1992. For a detailed description of the effect of the restatement of the financial statements see Note 2 to the financial statements.

          This technical restatement has no impact on the income from operations, cash flows, or assets and liabilities of the Company. In addition, the original treatment or the restatement had no effect on any payments under the Company's officer and management compensation plans.

          In accordance with the rules of the Commission, the affected items of the Form 10-K, Items 6, 7, 7A, 8, and 9A of Part I and Item 15 of Part IV, are being amended and restated in their entirety. This Form 10-K/A does not reflect events occurring after December 31, 2003 or substantively modify or update the disclosure contained in the Form 10-K in any way other than as required to reflect the amendments discussed above and reflected below.

 

MINERALS TECHNOLOGIES INC.
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K/A
FOR THE YEAR ENDED DECEMBER 31, 2003

 

Table of Contents

 
   

Page

 

PART I

 
Item 6. Selected Financial Data

1

     
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

2

     
Item 7A. Quantitative and Qualitative Disclosures About Market Risk

12

     
Item 8. Financial Statements and Supplementary Data

12

     
Item 9A. Controls and Procedures

12

     
 

PART IV

 
Item 15. Exhibits, Financial Statement Schedule and Reports on Form 8-K

13

     
Signatures and Certifications

15


PART I

Item 6. Selected Financial Data

Thousands, Except Per Share Data

Restated
2003  


2002


2001


2000


1999


Income Statement Data:          
Net sales

$813,743

$752,680

$684,419

$670,917

$662,475

Cost of goods sold

615,749

567,985

502,525

477,512

466,702

Marketing and administrative expenses

83,809

74,160

70,495

71,404

72,208

Research and development expenses

25,149

22,697

23,509

  26,331

  24,788

Bad debt expenses

5,307

6,214

3,930

5,964

1,234

Restructuring charges

   3,323

          --

    3,403

           --

           --

Write-down of impaired assets

  3,202

     750

          --

  4,900

        --

Income from operations

77,204

80,874

80,557

84,806

97,543

           
Income before provision for taxes          
   on income and minority interests

72,344

75,734

72,670

79,772

92,535

Provision for taxes on income

19,116

20,220

21,148

23,735

28,920

Minority interests

    1,575

     1,762

     1,729

    1,829

    1,499

Income before cumulative effect of accounting change

51,653

53,752

49,793

54,208

62,116

Cumulative effect of accounting change

    3,433

           --

           --

          --

          --

           
Net income

$  48,220
======

$  53,752
======

$  49,793
======

$  54,208
======

$  62,116
======

 

 

Restated
2003  


2002


2001


2000


1999


Earnings Per Share          
Basic:          
Before cumulative effect of accounting change

$     2.56 

$     2.66

$     2.54

$     2.65

$     2.90

Cumulative effect of accounting change

    (0.17)

          --

          --

         --

         --

           
     Basic earnings per share

$     2.39 
====== 

$     2.66
=======

$     2.54
=======

$     2.65
======

$     2.90
=======

           
Diluted:          
Before cumulative effect of accounting change

$    2.53 

$     2.61

$     2.48

$     2.58

$     2.80

Cumulative effect of accounting change

    (0.17)

          --

          --

         --

         --

           
      Basic earnings per share

$     2.36 
======= 

$     2.61
======

$     2.48
======

$     2.58
======

$     2.80
======

Weighted average number of common shares outstanding          
     Basic

20,208 

20,199

19,630

20,479

21,394

     Diluted

20,431 

20,569

20,063

21,004

22,150

Dividends declared per common share

$     0.10  

$     0.10

$     0.10

$     0.10

$      0.10

           
Balance Sheet Data:          
Working capital

$   218,090 

$167,028

$  86,261

$  81,830

$102,405

Total assets

1,035,500 

899,877

847,810

799,832

769,131

Long-term debt

98,159 

89,020

88,097

89,857

75,238

Total debt

131,681 

120,351

160,031

138,727

88,677

Total shareholders' equity

707,381 

594,157

507,819

483,639

485,036

Note: For a detailed description of the restatement, see Note 2 to the financial statements.

 

 

 

 

1

 


 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (As Restated)

Income and Expense Items as a Percentage of Net Sales      
Year Ended December 31,

Restated
2003


2002


2001


       
Net sales

100.0%

100.0%

100.0%

Cost of goods sold

75.7   

75.5   

73.4   

Marketing and administrative expenses

10.3   

9.9   

10.3   

Research and development expenses

3.1   

3.0   

3.4   

Bad debt expenses

0.6   

0.8   

0.6   

Restructuring charges

  0.4   

      --   

  0.5   

Write-down of impaired assets

  0.4   

  0.1   

     --   

Income from operations

9.5   

10.7   

11.8   

       
Income before provision for taxes on income      
  and minority interests

8.9   

10.0   

10.6   

Provision for taxes on income

2.4   

2.7   

3.1   

Minority interests

 0.2   

  0.2   

  0.2   

Income before cumulative effect of accounting change

6.3   

7.1  

7.3   

Cumulative effect of accounting change

  0.4   

    --   

   --   

       
Net income

  5.9%
===  

  7.1%
===  

  7.3%
===  

Executive Summary

     At Minerals Technologies, more than 85% of our sales are to customers in two industries: papermaking and steelmaking. The economic downturn of the past three years has had severe effects on the paper industry, by far our largest customer group, as paper mills have closed or taken significant downtime and the industry has consolidated. The effect on the steel industry has been even more dramatic, with several large steelmakers having sought bankruptcy protection. Although the overall economy began to improve in late 2003 and early 2004, the paper and steel industries have been slow to participate in the recovery, and have reduced their output while maintaining pricing pressure on their suppliers.

     Even in this very difficult business environment, our sales increased by 8% from 2002 to 2003, about half of this increase being the favorable effect of foreign exchange. This was despite the loss of approximately 10 customers to bankruptcy, and the effect of an agreement with our largest customer, International Paper, which reduced our sales in the short run, but which we believe will add significant value over the next several years. Our operating income, essentially flat from 2001 to 2002, decreased in 2003 by 5% as a result of charges taken for workforce reductions and asset impairments. Our net income, however, after increasing 8% from 2001 to 2002, decreased 10% in 2003, primarily due to restructuring charges and the cumulative effect of an accounting change.

     The comparison of our operating income and net income in the past three years has been affected by a number of factors:

     We face some significant risks and challenges in the future:

 

 

2


 

     Despite these difficulties, we are optimistic about the opportunities for continued growth that are open to us, including:

     However, there can be no assurance that we will achieve success in implementing any one or more of these opportunities.

Restatement of Previously Issued Financial Statements

     We are filing this Form 10-K/A to reflect a revision to the accounting treatment of the reversal in 2003 of tax reserves for potential exposure items no longer necessary due to the expiration of the statute of limitations on our U.S. tax returns for earlier years. As a result of this technical correction, we are restating our audited financial statements for the fiscal year ended December 31, 2003.

     During the third and fourth quarters of 2003, we reversed tax reserves no longer necessary due to the expiration of the statute of limitations on our U.S. tax returns for earlier years. In our Annual Report on Form 10-K for the year ended December 31, 2003, we reported that this reversal resulted in a reduction to the income tax provision of approximately $15 million and a reduction to the overall effective tax rate for 2003 from 26.4% to 5.7%. This amendment reflects our determination that the reversal of such tax reserves should be treated as an equity transaction and reflected as an increase in additional paid-in capital because such tax reserves were established for potential exposure items related to the tax bases of assets caused by the initial public offering of our common stock in October 1992. For a detailed description of the effect of the restatement of the financial statements see Note 2 to the financial statements.

     This technical restatement has no impact on our income from operations, cash flows, or assets and liabilities. In addition, the original treatment or the restatement had no effect on any payments under our officer and management compensation plans.

Results Of Operations

Sales

(Dollars in millions)

2003

% of Total
Sales

Growth

2002

% of Total Sales

Growth

2001

% of Total Sales

Net Sales

                                 
U.S..  

$499.9

 

61.4%

 

3.7%

 

$482.2

 

64.1%

 

8.9%

 

$442.7

 

64.7%

International  

$313.8

 

38.6%

 

16.0%

 

$270.5

 

35.9%

 

11.9%

 

$241.7

 

35.3%

                                 
PCC Products  

$436.1

 

53.6%

 

3.1%

 

$423.0

 

56.2%

 

6.8%

 

$396.1

 

57.9%

Processed Minerals Products  

$121.0

 

14.9%

 

24.6%

 

$  97.1

 

12.9%

 

11.4%

 

$  87.2

 

12.7%

                                 
Specialty Minerals Segment  

$557.1

 

68.5%

 

7.1%

 

$520.1

 

69.1%

 

7.6%

 

$483.3

 

70.6%

Refractories Segment  

$256.6

 

31.5%

 

10.3%

 

$232.6

 

30.9%

 

15.7%

 

$201.1

 

29.4%

                                 
Net Sales  

$813.7

 

100.0%

 

8.0%

 

$752.7

 

100.0%

 

10.0%

 

$684.4

 

100.0%

 

 

3


 

     Worldwide net sales in 2003 increased 8% from the previous year to $813.7 million. Foreign exchange had a favorable impact on sales of approximately $32.6 million or 4 percentage points of growth. Sales in the Specialty Minerals segment, which includes the PCC and Processed Minerals product lines, increased 7.1% to $557.1 million compared with $520.1 million for the same period in 2002. Sales in the Refractories segment grew 10.3% over the previous year to $256.6 million. In 2002, worldwide net sales increased 10.0% to $752.7 million from $684.4 million in the prior year. Specialty Minerals segment sales increased approximately 7.6% and Refractories segment sales increased approximately 15.7% in 2002.

     Worldwide net sales of PCC in 2003 increased 3.1% to $436.1 million from $423.0 million in the prior year. Paper PCC volumes grew slightly for the full year with volumes in excess of 3.4 million tons. In 2003, United States printing and writing paper shipments were down 2.8 percent, and demand for uncoated freesheet, our largest market for PCC was down 1 percent, compared with 2002. Sales of PCC for paper were adversely affected by these decreases in production. In addition, one paper mill at which we have a satellite plant in Millinocket, Maine, has been idled since December 2002. The implementation of the International Paper agreements also had a negative impact on sales. However, the favorable effect of foreign exchange more than offset these factors. In the third quarter we also began operation of a one-unit PCC plant in Malaysia at a paper mill owned by Sabah Forest Industries Sdn. Bhd. A unit represents between 25,000 to 35,000 tons of annual PCC production capacity. Sales of Specialty PCC decreased slightly because of poor industry conditions and competition in the calcium supplement market from ground calcium carbonate. PCC sales in 2002 increased approximately 6.8% to $423.0 million from $396.1 million in 2001. Paper PCC sales and volumes grew 8% for the full year, even though the paper industry was affected adversely by consolidations, shutdowns and slowdowns.

     Net sales of Processed Minerals products in 2003 increased 24.6% to $121.0 million from $97.1 million in 2002. This increase was primarily attributable to the acquisition of Polar Minerals Inc. Full year sales excluding Polar Minerals increased approximately 9% due to strong demand from the residential construction-related industries and from new polymer and health-care applications for our talc products. Processed Minerals net sales in 2002 increased 11.4% to $97.1 million from $87.2 million in 2001.

     Net sales in the Refractories segment in 2003 increased 10.3% to $256.6 million from $232.6 million in the prior year. The increase in sales for the Refractories segment was primarily attributable to increased sales of equipment and application systems in Europe and the favorable impact of foreign exchange. In 2002, net sales in the Refractories segment increased 15.7% from the prior year. The increase in sales in 2002 was attributable primarily to the 2001 acquisitions of the Martin Marietta refractories business and Rijnstaal B.V. business, which more than offset unfavorable economic conditions in the worldwide steel industry.

     Net sales in the United States was $499.9 million in 2003, approximately 3.7% higher than in the prior year. Increased sales from the acquisitions were partially offset by the aforementioned weakness in the steel and paper industries. International sales in 2003 increased 16.0% primarily as a result of the impact of foreign exchange. In 2002, domestic net sales were 9% higher than the prior year due primarily to acquisitions, and international sales were approximately 12% greater than in the prior year primarily due to the international expansion of our PCC product line and acquisitions.

     On May 28, 2003, we reached a two-part agreement with International Paper Company ("IP") that extended eight satellite precipitated calcium carbonate plant supply contracts and gave us an exclusive license to patents held by IP relating to the use of novel fillers, such as PCC-fiber composites. We made a one-time $16 million payment to IP in exchange for the contract extensions and technology license. Approximately $15.8 million of this payment was attributed to the revisions to the contracts, including extensions of their lives, and will be amortized as a reduction of sales over the remaining lives of the extended contracts. The result was a reduction of sales of approximately $1.3 million in 2003, an anticipated overall reduction of approximately $1.8 million per year over the next five years, and smaller reductions thereafter over the remaining lives of the contracts. In addition, prices were adjusted at certain of the IP facilities covered by the contract extensions. The overall impact of the revisions to the IP contracts was to reduce earnings by approximately $0.12 per share in 2003.

     In October 2003, we signed our first commercial contract with a major glass manufacturer for use of our SYNSIL®products.

Operating Costs and Expenses          
Dollars in Millions

2003


Growth


2002


Growth


2001


           
Cost of goods sold

$615.7

8.4% 

$567.9

13.0% 

$502.5

Marketing and administrative

83.8

12.9% 

$  74.2

5.2% 

$  70.5

Research and development

25.1

10.6% 

$  22.7

(3.4%)

$  23.5

Bad debt expenses

5.3

(14.5%)

$    6.2

59.0% 

$    3.9

Restructuring charges

3.3

*

$      --

*

$    3.4

Write-down of impaired assets

3.2

*

$    0.8

*

$      --

           
*  Percentage not meaningful          

4


     Cost of goods sold was 75.7% of sales compared with 75.5% in the prior year. Our production margin increased at approximately the same rate as sales. In the Specialty Minerals segment, production margins increased 2% despite a 7% sales growth. Margins in this segment were affected by the shutdown of the Millinocket satellite PCC plant, continuing development costs in the coating PCC program, the effect of the revisions to the IP contracts, and weakness in the Specialty PCC product line. In the Refractories segment, production margins increased 19%, almost double the sales growth. This was due to an improved product mix, increased equipment sales, and improved manufacturing operations.

     Marketing and administrative costs increased 12.9% in 2003 to $83.8 million and represented 10.3% of net sales from 9.9% of net sales in 2002. The Refractories segment increased marketing expenses to support worldwide business development efforts. In addition, we realized higher information technology costs associated with the implementation of a new global enterprise resource planning system, and incurred higher employee benefit costs, particularly pension and medical expenses. In 2002, marketing and administrative costs increased 5.2% to $74.2 million and decreased to 9.9% of net sales from 10.3% of net sales in 2001.

     Research and development expenses increased 10.6% to $25.1 million and represented 3.1% of net sales due to increased product development activities in both segments. In 2002, research and development expenses decreased 3.4% and represented 3.0% of sales. This decrease was primarily the result of the restructuring, a decrease in PCC trial activity and a shift of SYNSIL® product activities from development to production.

     We recorded bad debt expenses of $5.3 million and $6.2 million in 2003 and 2002, respectively. These charges were primarily related to additional provisions associated with potential risks to our customers in the steel, paper and other industries and several customer bankruptcy filings.

     During the fourth quarter of 2003, we restructured our operations to reduce operating costs and improve efficiency. This resulted in a fourth quarter restructuring charge of $3.3 million. The restructuring charges relate to workforce reductions from all business units throughout our worldwide operations and the termination of certain leases.

     During the fourth quarter of 2003, we recorded a write-down of impaired assets of $3.2 million. The impairment charges are related to the planned closure of our operations in River Rouge, Michigan, in 2004 and the retirement of certain SYNSIL® assets that have been made obsolete. In 2002, we recorded a write-down of impaired assets of $0.8 million for a satellite plant that ceased operations.

Income from Operations          
Dollars in Millions

2003


Growth


2002


Growth


2001


           
Income from operations

$77.2

(4.6%)

$80.9

0.4%

$80.6

     Income from operations in 2003 decreased 4.6% to $77.2 million from $80.9 million in 2002. Income from operations decreased to 9.5% of sales as compared with 10.7% of sales in 2002. This decrease was primarily due to the aforementioned restructuring and impairment costs. Excluding these charges, income from operations was 10.3% of net sales and increased 3.5%.

     Income from operations for the Specialty Minerals segment decreased 7.7% to $55.4 million and was 9.9% of its net sales. Excluding the restructuring and impairment asset charges, operating income of this segment was 10.6% of its net sales and down 1.4% from the prior year. The margins of this segment continue to be affected in the near term by the IP agreement and the Millinocket temporary shutdown. Operating income for the Refractories segment increased 4.5% to $21.8 million and was 8.5% of its net sales. Excluding the restructuring and impairment of asset charges, operating income of this segment was 9.6% of its net sales and increased 17.8% from the prior year. The improvement in operating income was primarily due to an improved product mix, increased equipment sales, and more efficient manufacturing operations.

Non-Operating Deductions          
Dollars in Millions

2003


Growth


2002


Growth


2001


           
Non-operating deductions, net

$4.9

(3.9%)

$5.1

(35.4)%

$7.9

5


 

     Non-operating deductions decreased 3.9% from the prior year. This decrease was due to lower interest expense and lower average borrowings in 2003 when compared with 2002. In 2002, interest expense decreased from 2001 due primarily to lower average borrowings than in 2001.

Provision for Taxes on Income          
Dollars in Millions

Restated
2003 


Growth


2002


Growth


2001


           
Provision for taxes on income

$19.1

(5.4%)

$20.2

(4.3)%

$21.1

     The effective tax rate decreased to 26.4% in 2003 compared with 26.7% in 2002. The effective tax rate was 29.1% in 2001.

Minority Interests          
Dollars in Millions

2003


Growth


2002


Growth


2001


           
Minority interests

$1.6

(11.1%)

$1.8

5.9%

$1.7

     The consolidated joint ventures continue to operate profitably but decreased approximately $0.2 million from the prior year due to higher support costs at our joint venture in Indonesia.

Net Income          
Dollars in Millions

Restated
2003 


Growth


2002


Growth


2001


           
Net income

$48.2

(10.4%)

$53.8

8.0%

$49.8

     Income before the cumulative effect of an accounting change decreased 3.9% to $51.7 million from $53.8 million in 2002. This decrease was primarily due to the aforementioned restructuring and impairment costs. Diluted earnings per common share before the cumulative effect of the accounting change decreased 3.1% to $2.53 compared with $2.61 in 2002.

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

     Upon adoption of SFAS No. 143, we recorded a non-cash, after-tax charge to earnings of approximately $3.4 million for the cumulative effect of this accounting change related to retirement obligations associated with our PCC satellite facilities and mining properties, both within the Specialty Minerals segment. As a result of this pronouncement, we recorded in cost of goods sold additional depreciation and accretion expenses of approximately $1.0 million in 2003. The pro forma effect on results, assuming that SFAS No. 143 were applied retroactively, would be a non-cash, after-tax charge to earnings of approximately $0.5 million in 2002.

     Net income decreased 10.4% in 2003 to $48.2 million. In 2002, net income increased 8.0% to $53.8 million. Earnings per common share, on a diluted basis, decreased 9.6% to $2.36 in 2003 as compared with $2.61 in the prior year.

Outlook

     In 2003, despite pronouncements of economic recovery, we continued to see weakness in the two main industries we serve - paper and steel. However, unlike a number of manufacturers, we continue to show growth in sales and net income. We are hopeful that the improvement in the rest of the U.S. economy will carry through to the paper and steel industries, and feel confident that we have taken the necessary steps to position ourselves for continued growth and improved profitability in the coming year.

     We continue to be affected by negative factors in the industries we primarily serve:

6


     However, despite this difficult market environment, we were able to achieve low double-digit operating margins. Our operating margin as a percentage of sales, before restructuring and impairment of asset charges, declined to 10.3% in 2003 as compared with 10.8% in 2002. Reported operating income as a percentage of sales was 9.5% in 2003 as compared with 10.7% in 2002.

     In 2004, we plan to continue our focus on the following growth strategies:

     However, there can be no assurance that we will achieve success in implementing any one or more of these strategies.

     In 2003, we added one unit of production capacity for PCC from a satellite plant built at a paper mill owned by Sabah Forest Industries in Malaysia. This plant became operational in the third quarter of 2003. In addition, we added one unit of capacity through an expansion at an existing satellite PCC facility.

     In August 2003, we announced that our merchant PCC plant in Walsum, Germany will be operational in September 2004. The project was announced in May 2001, and since then, we have received the necessary regulatory, planning and permitting approvals from state and local agencies. The initial capacity of the modular plant will be 125,000 metric tons of PCC for paper coating.

     We also made the following acquisition in 2003:

     In 2004, we expect additional expansions at existing satellite PCC plants to occur and also expect to sign contracts for new satellite PCC plants.

     As we continue to expand our operations overseas, we face the inherent risks of doing business abroad, including inflation, fluctuations in interest rates and currency exchange rates, changes in applicable laws and regulatory requirements, export and import restrictions, tariffs, nationalization, expropriation, limits on repatriation of funds, civil unrest, terrorism, unstable governments and legal systems, and other factors. Some of our operations are located in areas that have experienced political or economic instability, including Indonesia, Israel, Brazil, Thailand, China and South Africa. In addition, our performance depends to some extent on that of the industries we serve, particularly the paper manufacturing, steel manufacturing, and construction industries.

     Our sales of PCC are predominantly pursuant to long-term contracts, initially ten years in length, with paper companies at whose mills we operate satellite PCC plants. The terms of many of these agreements have been extended, often in connection with an expansion of the satellite PCC plant. Failure of a number of our customers to renew existing agreements on terms as favorable to us as those currently in effect could cause our future growth rate to differ materially from our historical growth rate, and could also result in impairment of the assets associated with the PCC plant.

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

     In addition, Great Northern Paper, Inc. ceased operations at its two paper mills in Millinocket and East Millinocket, Maine, which were served by a PCC plant operated by us. Great Northern Paper filed for bankruptcy protection on January 9, 2003, and on April 29, 2003 the paper mills were sold to Brascan Corporation, the parent company of Nexfor Fraser Papers Inc. The East Millinocket mill has resumed operations, and we are supplying it from other nearby PCC production facilities. Brascan has announced its intention to begin production at the Millinocket mill later in 2004 where our satellite plant is located. If the Millinocket mill does not resume production, we could incur an impairment charge of approximately $10 million.

7


     We have a consolidated interest in two joint venture companies that operate satellite PCC plants at paper mills owned by subsidiaries of Asia Pulp & Paper Company Ltd. ("APP"), one at Perawang, Indonesia, and one at Dagang, China. APP is a multinational pulp and paper company whose current financial difficulties have been widely publicized. While APP is negotiating with its creditors, the Perawang and Dagang facilities have remained in operation at levels consistent with the prior year. Both mills are continuing to use our PCC and to satisfy their obligations to the joint ventures. However, there can be no assurance that our operations at these paper mills will not be adversely affected by APP's financial difficulties in the future. Our net investment in these satellite plants was approximately $4.4 million at December 31, 2003.

Liquidity and Capital Resources

     Cash flows in 2003 were provided from operations and proceeds from stock option exercises. The cash was applied principally to fund $52.7 million of capital expenditures and purchases of common shares for treasury. Cash provided from operating activities amounted to $100.1 million in 2003 as compared with $117.8 million in 2002. The reduction in cash from operations was primarily due to the IP payment of $16 million in exchange for customer contract extensions and a technology license. Included in cash flow from operations was pension plan funding of approximately $20.8 million, $20.2 million, and $10.7 million for the years ended December 31, 2003, 2002 and 2001, respectively.

     We expect to utilize our cash reserves to support the aforementioned growth strategies.

     On May 31, 2003, we acquired land and limestone ore reserves from the Cushenbury Mine Trust for approximately $17.5 million. Approximately $6.1 million was paid at the closing and $11.4 million was financed through an installment obligation. The average interest rate on this obligation is approximately 4.25%. The principal payments are as follows: 2004 - $0.8 million; 2005 - $0.9 million; 2006 - $0.9 million; 2007 - $0.9 million; 2008 - $6.5 million; 2013 - $1.4 million.

     On February 22, 2001, the Board authorized our Management Committee to repurchase, at its discretion, up to $25 million in additional shares per year over the following three years. As of December 31, 2003, we had repurchased approximately 619,500 shares under this program at an average price of approximately $40 per share.

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

     On January 22, 2004, our Board of Directors declared a regular quarterly dividend on our common stock of $0.05 per share. The dividend is an increase from the amount we have historically paid, which had been a quarterly dividend of $0.025 per share since we became a publicly owned company in October 1992. No dividend will be payable unless declared by the Board and unless funds are legally available for payment thereof.

     We have $110 million in uncommitted short-term bank credit lines, of which $30 million was in use at December 31, 2003. We anticipate that capital expenditures for 2004 should approximate $80 million, principally related to the construction of PCC plants and other opportunities that meet our strategic growth objectives. We expect to meet our long-term financing requirements from internally generated funds, uncommitted bank credit lines and, where appropriate, project financing of certain satellite plants. The aggregate maturities of long-term debt are as follows: 2004 - $3.2 million; 2005 - $3.8 million; 2006 - $54.0 million; 2007 - $2.0 million; 2008 - $7.0 million; thereafter - $31.3 million.

Critical Accounting Policies

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

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

     We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements:

 

8


 

 the year. Under those contracts, the price billed to the customer for shipments during the year is based on periodic estimates of the total annual volume that will be sold to the customer. Revenues are adjusted at the end of each year to reflect the actual volume sold.

In the third quarter of 2002, we reduced the useful lives of satellite PCC plants at International Paper Company's ("IP") mills due to an increased risk that some or all of these PCC contracts would not be renewed. As a result of this change, we also reviewed the useful lives of the assets at our remaining satellite PCC facilities and other plants. During the first quarter of 2003, we revised the estimated useful lives of machinery and equipment pertaining to our natural stone mining and processing plants and chemical processing plants from 12.5 years (8%) to 15 years (6.67%) and reduced the useful lives of buildings at certain satellite PCC facilities from 25 years (4%) to 15 years (6.67%). We also reduced the estimated useful lives of certain software-related assets due to implementation of a new global enterprise resource planning system. During the second quarter of 2003, we reached an agreement with IP that extended eight PCC supply contracts and therefore extended the useful lives of the satellite PCC plants at those IP mills. The net effect of the changes in estimated useful lives, including the deceleration of depreciation at the IP plants, was an increase to diluted earnings per share of approximately $0.08 in 2003.

  • significant under-performance relative to historical or projected future operating results;

  • significant changes in the manner of use of the acquired assets or the strategy for the overall business;

  • significant negative industry or economic trends.

When we determine that the carrying value of intangibles, long-lived assets or goodwill may not be recoverable based upon the existence of one or more of the above indicators of impairment, we measure any impairment by our ability to recover the carrying amount of the assets from expected future operating cash flow on a discounted basis. Net intangible assets, long-lived assets, and goodwill amounted to $621.6 million as of December 31, 2003.

 

9


 

our actuarial consultants also use subjective factors such as withdrawal and mortality rates to estimate these factors. The actuarial assumptions used by us may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants, among other things. Differences from these assumptions may result in a significant impact to the amount of pension expense/liability recorded by us.

     For a detailed discussion on the application of these and other accounting policies, see "Summary of Significant Accounting Policies" in the "Notes to the Consolidated Financial Statements" in Item 15 of this Annual Report on Form 10-K, beginning on page F-6. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report.

Cautionary Factors That May Affect Future Results

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

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

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

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

Continuance of the historical growth rate of the Company depends upon a number of uncertain events, including the outcome of the Company's strategies of increasing its penetration into geographic markets such as Asia and Europe; increasing its penetration into product markets such as the market for paper coating 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; and developing, introducing and selling new products and acquisitions. Difficulties, delays or failures of any of these strategies could cause the future growth rate of the Company to differ materially from its historical growth rate.

The Company's sales of PCC are predominantly pursuant to long-term agreements, generally ten years in length, with paper mills at which the Company operates satellite PCC plants. The terms of many of these agreements have been extended, often in connection with an expansion of the satellite plant. Failure of a number of the Company's customers to renew existing agreements on terms as favorable to the Company as those currently in effect could cause the future growth rate of the Company to differ materially from its historical growth rate, could have a substantial adverse effect on the Company's results of operations, and could also result in impairment of the assets associated with the PCC plant.

Several consolidations in the paper industry have taken place in recent years. These consolidations could result in partial or total closure of some paper mills at which the Company operates PCC satellites. 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. There can be no assurance, however, that this will occur. In addition, such consolidations concentrate purchasing power in the hands of a smaller number of papermakers, enabling them to increase pressure on suppliers, such as the Company. This increased pressure could have an adverse effect on the Company's results of operations in the future.

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

 

10


litigation matter or a tax or environmental proceeding could have a material adverse effect on the Company's financial condition or results of operations.

In addition, future events, such as changes in or modifications of interpretations of existing laws and regulations or enforcement policies or further investigation or evaluation of the potential health hazards of certain products may give rise to additional compliance and other costs that could have a material adverse effect on the Company.

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 expected results.

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

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

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

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

Inflation

     Historically, inflation has not had a material adverse effect on us. The contracts pursuant to which we construct and operate our satellite PCC plants generally adjust pricing to reflect increases in costs resulting from inflation.

Cyclical Nature of Customers' Businesses

     The bulk of our sales are to customers in the paper manufacturing, steel manufacturing and construction industries, which have historically been cyclical. These industries encountered difficulties in 2003. The pricing structure of some of our long-term PCC contracts makes our PCC business less sensitive to declines in the quantity of product purchased. For this reason, and because of the geographical diversification of our business, our operating results to date have not been materially affected by the difficult economic environment. However, we cannot predict the economic outlook in the countries in which we do business, nor in the key industries we serve. There can be no assurance that a recession, in some markets or worldwide, would not have a significant negative effect on our financial position or results of operations.

11


 

Recently Issued Accounting Standards

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123." This statement amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. The FASB recently indicated that they would require stock-based employee compensation to be recorded as a charge to earnings beginning in 2005. We continue to monitor their progress on the issuance of this standard as well as evaluating our position with respect to current guidance.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. We had no such instruments as of December 31, 2003.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

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

     We are exposed to various market risks, including the potential loss arising from adverse changes in foreign currency exchange rates and interest rates. We do not enter into derivatives or other financial instruments for trading or speculative purposes. When appropriate, we enter into derivative financial instruments, such as forward exchange contracts and interest rate swaps, to mitigate the impact of foreign exchange rate movements and interest rate movements on our operating results. The counterparties are major financial institutions. Such forward exchange contracts and interest rate swaps would not subject us to additional risk from exchange rate or interest rate movements because gains and losses on these contracts would offset losses and gains on the assets, liabilities, and transactions being hedged. We have open forward exchange contracts to purchase approximately $2.2 million of foreign currencies as of December 31, 2003. These contracts mature between January and June of 2004. The fair value of these instruments at December 31, 2003 was an asset of $0.1 million. We entered into three-year interest rate swap agreements with a notional amount of $30 million that expire in January 2005. These agreements effectively convert a portion of our floating-rate debt to a fixed rate basis. The fair value of these instruments was a liability of approximately $1.0 million at December 31, 2003.

 

Item 8. Financial Statements and Supplementary Data

     The financial information required by Item 8 is contained in Item 15 of Part IV of this report.

 

Item 9A. Controls and Procedures

     Within the 90 days prior to the date of this report, and under the supervision and with the participation of the Company's management, including the Chief Executive Officer and the Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings.

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

 

 

 

12


 

 

PART IV

Item 15. Exhibits, Financial Statement Schedule and Reports on Form 8-K

(a)  The following documents are filed as part of this Report:

1. Financial Statements. The following Consolidated Financial Statements of Minerals Technologies Inc. and subsidiary companies and Independent Auditors' Report are set forth on pages F-2 to F-27.               

Consolidated Balance Sheet as of December 31, 2003 and 2002
Consolidated Statement of Income for the years ended December 31, 2003, 2002 and 2001
Consolidated Statement of Cash Flows for the years ended December 31, 2003, 2002 and 2001
Consolidated Statement of Shareholders' Equity for the years ended December 31, 2003, 2002 and 2001
Notes to the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm

2. Financial Statement Schedule. The following financial statement schedule is filed as part of this Report:

 

 

Page

Schedule II -

Valuation and Qualifying Accounts

S-1

     All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

3. Exhibits. The following exhibits are filed as part of or incorporated by reference into this Report.

3.1

- Restated Certificate of Incorporation of the Company (11)

3.2

- Restated By-Laws of the Company (7)

3.3

- Certificate of Designations authorizing issuance and establishing designations, preferences and rights of Series A Junior Preferred Stock of the Company (11)

4

- Rights Agreement, executed effective as of September 13, 1999 (the "Rights Agreement"), between Minerals Technologies Inc. and Chase Mellon Shareholders Services L.L.C., as Rights Agents, including as Exhibit B the forms of Rights Certificate and of Election to Exercise (5)

4.1

- Specimen Certificate of Common Stock (11)

10.1

- Asset Purchase Agreement, dated as of September 28, 1992, by   and between Specialty Refractories Inc. and Quigley Company Inc. (2)

10.1(a)

- Agreement dated October 22, 1992 between Specialty Refractories Inc. and Quigley Company Inc., amending Exhibit 10.1 (3)

10.1(b)

- Letter Agreement dated October 29, 1992 between Specialty Refractories Inc. and Quigley Company Inc., amending Exhibit 10.1 (3)

10.2

- Reorganization Agreement, dated as of September 28, 1992, by and between the Company and Pfizer Inc (2)

10.2(a)

- Letter Agreement dated October 29, 1992 between the Company and Pfizer Inc, amending Exhibit 10.2 (3)

10.3

- Asset Contribution Agreement, dated as of September 28, 1992, by and between Pfizer Inc and Specialty Minerals Inc. (2)

10.4

- Asset Contribution Agreement, dated as of September 28, 1992, by and between Pfizer Inc and Barretts Minerals Inc. (2)

10.4(a)

- Agreement dated October 22, 1992 between Pfizer Inc, Barretts Minerals Inc. and Specialty Minerals Inc., amending Exhibits 10.3 and 10.4 (3)

10.5

- Form of Employment Agreement (9), together with schedule relating to executed Employment Agreements (1) (+)

10.5(a)

- Form of Employment Agreement (6), together with schedule relating to executed Employment Agreements (8) (+)

10.6

- Form of Severance Agreement (6), together with schedule relating to executed Severance Agreements (1) (+)

10.7

- Company Employee Protection Plan, as amended August 27, 1999 (4) (+)

10.8

- Company Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors, as amended effective April 24, 2003 (10) (+)

 

 

 

 

 

13


   

10.9

- 2001 Stock Award and Incentive Plan of the Company, as amended and restated effective October 18, 2001 (9) (+)

10.10

- Company Retirement Plan, as amended and restated effective as of January 21, 2004 (11) (+)

10.11

- Company Nonfunded Supplemental Retirement Plan, as amended effective April 24, 2003 (10) (+)

10.12

- Company Savings and Investment Plan, as amended and restated October 18, 2001, effective January 1, 2001 (9) (+)

10.13

- Company Nonfunded Deferred Compensation and Supplemental Savings Plan, as amended effective April 24, 2003 (10) (+)

10.14

- Company Health and Welfare Plan, effective as of April 1, 2003 (10) (+)

10.15

- Grantor Trust Agreement, dated as of December 29, 1994, between the Company and The Bank of New York, as Trustee (11) (+)

10.16

- Note Purchase Agreement, dated as of July 24, 1996, between the Company and Metropolitan Life Insurance Company with respect to the Company's issuance of $50,000,000 in aggregate principal amount of its 7.49% Guaranteed Senior Notes due July 24, 2006 (11)

10.17

- Indenture, dated July 22, 1963, between the Cork Harbour Commissioners and Roofchrome Limited (2)

10.18

- Agreement of Lease, dated as of May 24, 1993, between the Company and Cooke Properties Inc. (11)

21.1

- Subsidiaries of the Company (11)

23.1*

-  Consent of Independent Auditors

31*

- Rule 13a-14(a)/15d-14(a) Certifications

32*

- Section 1350 Certification

 

    1. Incorporated by reference to exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

    2. Incorporated by reference to the exhibit so designated filed with the Company's Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992.

    3. Incorporated by reference to the exhibit so designated filed with the Company's Registration Statement on Form S-1 (Registration No. 33-59510), originally filed on March 15, 1993.

    4. Incorporated by reference to the exhibit so designated filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September 26, 1999.

    5. Incorporated by reference to the exhibit so designated filed with the Company's current report on Form 8-K, filed September 3, 1999.

    6. Incorporated by reference to the exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2000.

    7. Incorporated by reference to the exhibit so designated filed with the Company's Quarterly Report on Form 10-Q for the quarter ended September 24, 2000.

    8. Incorporated by reference to the exhibit so designated filed with the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2001.

    9. Incorporated by reference to the exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

    10. Incorporated by reference to the exhibit so designated filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2003.

    11. Incorporated by reference to the exhibit so designated filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2003.

    (*)     Filed herewith.

    (+)     Management contract or compensatory plan or arrangement required to be filed pursuant to Item 601 of Regulation S-K.

    (b)     Reports on Form 8-K

              Minerals Technologies Inc. filed the following reports on Form 8-K during the fourth quarter of 2003:

  1. A report on Form 8-K dated October 24, 2003 under Item 5, reporting the resignation of William C. Steere Jr. from the Board of Directors, and Item 12, reporting earnings for the quarter ended September 28, 2003.

  2. A report on Form 8-K dated December 4, 2003 under Item 5, reporting fourth quarter pre-tax charges for restructuring and impairment of assets.

 

14


 

SIGNATURES

 

          Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Minerals Technologies Inc.
By: /s/ Paul R. Saueracker
Paul R. Saueracker
Chairman of the Board and Chief Executive Officer

 

 

August 4, 2004

          Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

SIGNATURE

TITLE

DATE

 

   

          /s/Paul R. Saueracker

Chairman of the Board and Chief Executive Officer (principal executive officer)

August 4, 2004

              Paul R. Saueracker

 

 

   

 

   

          /s/John A. Sorel

Senior Vice President-Finance and
Chief Financial Officer
(principal financial officer)

August 4, 2004

              John A. Sorel

 

 

 

   

          /s/Michael A. Cipolla

Vice President - Controller and Chief Accounting Officer
(principal accounting officer)

August 4, 2004

              Michael A. Cipolla

 

 

   

 

15

 

 

 

 

 

   

 

   

          /s/John B. Curcio

Director

August 4, 2004

              John B. Curcio

   

 

   

 

   

 

   

          /s/Duane R. Dunham

Director

August 4, 2004

              Duane R. Dunham

   

 

   

 

   

 

   

          /s/Steven J. Golub

Director

August 4, 2004

              Steven J. Golub

   

 

   

 

   

 

   

 

   

          /s/Kristina M. Johnson

Director

August 4, 2004

              Kristina M. Johnson

   

 

   

 

   

 

   

 

   

          /s/Michael F. Pasquale

Director

August 4, 2004

              Michael F. Pasquale

   

 

   

 

   

 

   

          /s/John T. Reid

Director

August 4, 2004

              John T. Reid

   

 

   

 

   

 

   

          /s/William C. Stivers

Director

August 4, 2004

              William C. Stivers

   

 

   

 

   

 

   

          /s/Jean-Paul Valles

Director

August 4, 2004

             Jean-Paul Valles

16


 

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES

 
 
 

     The restated consolidated financial statements and supplementary data, including the notes to the restated consolidated financial statements set forth below have been revised to reflect the restatement and, except for these revisions, do not reflect events and developments subsequent to December 31, 2003.

 
 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

      

Page

Audited Financial Statements:
   Consolidated Balance Sheet as of December 31, 2003 and 2002 

F-2

Consolidated Statement of Income for the years ended December 31, 2003, 2002, and 2001

F-3

Consolidated Statement of Cash Flows for the years ended December 31, 2003, 2002, and 2001

F-4

Consolidated Statement of Shareholders' Equity for the years ended December 31, 2003, 2002, and 2001

F-5

Notes to Consolidated Financial Statements

F-6

Report of Independent Registered Public Accounting Firm

F-29

 

 

 

F-1


 

 

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET

(thousands of dollars)

                                                                            

         

 

December 31,

 

Restated
2003


 

2002


Assets

     
Current assets:      
    Cash and cash equivalents

$    90,515 

 

$    31,762 

    Accounts receivable, less allowance for doubtful accounts:
    2003 - $7,010; 2002 -- $7,079

147,600 

129,608 

    Inventories

86,378 

 

82,909 

    Prepaid expenses and other current assets

  15,632 

 

  14,770 

        Total current assets

340,125 

 

259,049 

       
       
Property, plant and equipment,      
   less accumulated depreciation and depletion

561,588 

 

537,424 

Goodwill

52,721 

 

51,291 

Prepaid benefit cost

46,251 

 

31,916 

Other assets and deferred charges

     34,815 

 

  20,197 

        Total assets

$1,035,500 
======= 

 

$  899,877 
======= 

                                                      

Liabilities and Shareholders' Equity

     
Current liabilities:      
     Short-term debt

$    30,347 

 

$    30,000 

     Current maturities of long-term debt

3,175 

 

1,331 

     Accounts payable

44,217 

 

37,435 

     Income taxes payable

-- 

 

18,176 

     Accrued compensation and related items

21,710 

 

15,086 

     Other current liabilities

    22,586 

 

  21,909 

          Total current liabilities

122,035 

 

123,937 

       
Long-term debt

98,159 

 

89,020 

Accrued postretirement benefits

20,385 

 

19,869 

Deferred taxes on income

51,617 

 

48,183 

Other noncurrent liabilities

   35,923 

 

  24,711 

          Total liabilities

 328,119 

 

305,720 

       
Commitments and contingent liabilities      
       
Shareholders' equity:      
     Preferred stock, without par value; 1,000,000 shares authorized; none issued

-- 

 

-- 

     Common stock at par, $0.10 par value; 100,000,000 shares authorized;      
        issued 27,422,472 shares in 2003 and 26,937,260 shares in 2002

2,742 

 

2,694 

     Additional paid-in capital, as restated

225,512 

 

190,144 

  Deferred compensation

(1,220)

 

-- 

  Retained earnings, as restated

724,936 

 

678,740 

  Accumulated other comprehensive income (loss)

      3,814 

 

 (35,034)

 

955,784 

 

836,544 

  Less common stock held in treasury, at cost; 6,930,973 shares in 2003 and      
  6,781,473 shares in 2002

  248,403 

 

242,387 

  Total shareholders' equity

  707,381 

 

594,157 

       
  Total liabilities and shareholders' equity

$1,035,500 
======= 

 

$ 899,877 
======= 

       

See Notes to Consolidated Financial Statements, which are an integral part of these statements.

 

 

 

F-2

 


 

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME

(thousands of dollars, except per share data)

   
   
 

Year Ended December 31,


 

Restated
2003


2002


2001


Net sales

$813,743 

$752,680 

$684,419 

Operating costs and expenses:      
  Cost of goods sold

615,749 

567,985 

502,525 

  Marketing and administrative expenses

83,809 

74,160 

70,495 

  Research and development expenses

25,149 

22,697 

23,509 

  Bad debt expenses

5,307 

6,214 

3,930 

  Restructuring charges

3,323 

-- 

3,403 

  Write-down of impaired assets

  3,202 

       750 

           -- 

       
Income from operations

77,204 

  80,874 

  80,557 

       
    Interest income

836 

1,172 

835 

  Interest expense

(5,423)

(5,792)

(7,884)

  Other deductions

   (273)

     (520)

     (838)

Non-operating deductions, net

(4,860)

  (5,140)

  (7,887)

       
Income before provision for taxes on income and minority interests

72,344 

75,734 

72,670 

Provision for taxes on income 

19,116 

20,220 

21,148 

Minority interests 

   1,575 

   1,762 

    1,729 

Income before cumulative effect of accounting change 

51,653 

53,752 

49,793 

Cumulative effect of accounting change, net of tax benefit of $2,072

   3,433 

        -- 

        -- 

Net income

$ 48,220 
==== 

$ 53,752 
===== 

$ 49,793 
===== 

       
Earnings per share:      
Basic:      
    Before cumulative effect of accounting change

$     2.56 

$     2.66 

$     2.54 

  Cumulative effect of accounting change

   (0.17)

         -- 

         -- 

           Basic earnings per share

$     2.39 
==== 

$     2.66 
==== 

$     2.54 
==== 

       
Diluted:      
    Before cumulative effect of accounting change

$     2.53 

$     2.61 

$     2.48 

  Cumulative effect of accounting change

   (0.17)

         -- 

         -- 

           Diluted earnings per share

$     2.36 
===== 

$     2.61 
==== 

$     2.48 
==== 

       
       

See Notes to Consolidated Financial Statements, which are an integral part of these statements.

F-3


 

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS

(thousands of dollars)

 

Year Ended December 31,


Operating Activities

Restated
2003


2002


2001


Net income

$  48,220 

$  53,752 

$  49,793 

Adjustments to reconcile net income      
   to net cash provided by operating activities:      
      Cumulative effect of accounting change

3,433 

-- 

-- 

  Depreciation, depletion and amortization

66,340 

68,960 

66,518 

  Write-down of impaired assets

3,202 

750 

-- 

  Loss on disposal of property, plant and equipment

1,472 

1,301 

19 

  Deferred income taxes

5,085 

2,643 

(131)

  Bad debt expenses

5,307 

6,214 

3,930 

  Other

1,270 

1,519 

1,446 

Changes in operating assets and liabilities, net of effects of acquisitions:      
      Accounts receivable

(7,946)

1,143 

(11,886)

  Inventories

767 

5,166 

(2,182)

  Prepaid expenses and other current assets

(12,299)

621 

(9,173)

  Prepaid benefit costs

(14,335)

(16,486)

(1,447)

  Accounts payable

4,706 

(5,542)

(1,077)

  Income taxes payable

(3,841)

465 

(144)

  Other

   (1,293)

   (2,668)

     2,661 

Net cash provided by operating activities

100,088 

117,838 

  98,327 

       
Investing Activities
Purchases of property, plant and equipment

(52,665)

(37,107)

(63,078)

Proceeds from disposal of property, plant and equipment

1,874 

280 

5,193 

Acquisition of businesses, net of cash acquired

   (1,958)

  (34,100)

  (37,363)

Net cash used in investing activities

 (52,749)

  (70,927)

  (95,248)

       
Financing Activities      
Proceeds from issuance of short-term and long-term debt 

5,659 

154,908 

268,684 

Repayment of short-term and long-term debt 

(6,019)

(194,876)

(248,677)

Purchase of common shares for treasury 

(6,016)

(17,332)

(16,000)

Cash dividends paid 

(2,024)

(2,026)

(1,960)

Proceeds from issuance of stock under option plan 

  15,884 

    29,384 

    3,158 

Net cash provided by (used in) financing activities 

    7,484 

   (29,942)

    5,205 

       
Effect of exchange rate changes on cash and cash equivalents 

    3,930 

     1,747 

   (1,930)

       
Net increase in cash and cash equivalents 

58,753 

18,716 

6,354 

Cash and cash equivalents at beginning of year 

  31,762 

   13,046 

     6,692 

Cash and cash equivalents at end of year 

$   90,515 
======= 

$   31,762 
======= 

$   13,046 
======= 

       
Non-cash Investing and Financing Activities:      
Property, plant and equipment acquired by incurring installment obligations

$   11,368 
======= 

$         -- 
======= 

$        -- 
======= 

       
Property, plant and equipment additions related to asset retirement obligations

$     6,762 
======= 

$         -- 
========

$         --
========

 

See Notes to Consolidated Financial Statements, which are an integral part of these statements.

F-4


MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
((in thousands)

 

Common Stock

Additional Paid-in Capital

Deferred Compensation

Retained Earnings

Accumulated Other

Treasury Stock

Total

Shares

Par Value

Comprehensive Income (Loss)

Shares

Cost

Balance as of January 1, 2001

25,853

$2,585

$155,001

$         -- 

$579,181 

$(44,073)

(5,886)

$(209,055)

$483,639 

Comprehensive income:                  
Net income

--

--

--

-- 

49,793 

-- 

-- 

-- 

49,793 

Currency translation adjustment

       --

       --

        --

        -- 

       -- 

(11,896)

      -- 

        -- 

(11,896)

Minimum pension liability adjustment

        --

     --

         --

         -- 

         -- 

     500 

       -- 

        -- 

      500 

Net gain on cash flow hedges

      --

      --

         --

        -- 

         -- 

        174 

         -- 

        -- 

     174 

Total comprehensive income

      --

      --

         --

        -- 

 49,793 

(11,222)

         -- 

        -- 

 38,571 

Dividends declared

--

--

--

-- 

(1,960)

-- 

-- 

-- 

(1,960)

Employee benefit transactions

109

11

3,147

-- 

-- 

-- 

-- 

-- 

3,158 

Income tax benefit arising from employee stock option plans

--

--

411

-- 

-- 

-- 

-- 

-- 

411 

Purchase of common stock for treasury

       --

       --

         --

        -- 

         -- 

           -- 

     (462)

 (16,000)

 (16,000)

Balance as of  December 31, 2001

25,962

2,596

158,559

-- 

627,014

(55,295)

(6,348)

(225,055)

507,819 

Comprehensive income:                  
Net income

--

--

--

-- 

53,752

-- 

-- 

-- 

53,752 

Currency translation adjustment

--

--

--

-- 

--

22,137 

-- 

-- 

22,137 

Minimum pension liability adjustment

--

--

--

-- 

--

 (829)

-- 

-- 

(829)

Cash flow hedges:                  
     Net derivative losses arising during the year

--

--

--

-- 

--

(968)

-- 

-- 

(968)

     Reclassification adjustment

       --

      --

        --

         -- 

         --

      (79)

        -- 

        -- 

      (79)

Total comprehensive income

       --

      --

        --

         -- 

  53,752

 20,261 

        -- 

         -- 

 74,013 

Dividends declared

--

--

--

-- 

(2,026)

-- 

-- 

-- 

(2,026)

Employee benefit transactions

975

98

29,286

-- 

-- 

-- 

-- 

-- 

29,384 

Income tax benefit arising from employee stock option plans

--

--

2,299

-- 

-- 

-- 

-- 

-- 

2,299 

Purchase of common stock for treasury

       --

       --

        --

         -- 

        _-- 

            -- 

     (433)

 (17,332)

 (17,332)

Balance as of December 31, 2002

26,937

2,694

190,144

         -- 

678,740 

(35,034)

(6,781)

(242,387)

594,157 

Comprehensive income:                  
Net income, as restated

--

--

--

-- 

48,220 

-- 

-- 

-- 

48,220 

Currency translation adjustment

--

--

--

-- 

-- 

39,695 

-- 

-- 

39,695 

Minimum pension liability adjustment

         --

       --

            --

        -- 

            -- 

   (1,368)

            -- 

              -- 

(1,368)

Cash flow hedges:                  
     Net derivative gains arising during the year

        --

     --

          --

         -- 

         -- 

       521 

         -- 

           -- 

       521 

Total comprehensive income

        --

      --

          --

         -- 

  48,220 

  38,848 

         -- 

           -- 

87,068 

Dividends declared

--

--

--

-- 

(2,024)

-- 

-- 

-- 

(2,024)

Employee benefit transactions

485

48

15,836

-- 

-- 

-- 

-- 

-- 

15,884 

Income tax benefit arising from employee stock option plans

--

--

3,176

-- 

-- 

-- 

-- 

-- 

3,176 

Reversal of income tax reserves (Note 2)

--

--

15,000

-- 

-- 

-- 

--

 

15,000 

Issuance of restricted stock

--

--

1,356

(1,356)

-- 

-- 

-- 

-- 

--  

Amortization of restricted stock

--

--

--

136 

-- 

-- 

-- 

-- 

136 

Purchase of common stock for treasury

        --

       --

           --

            -- 

          -- 

             -- 

   (150)

    (6,016)

    (6,016)

Balance as of December 31, 2003, as restated

27,422
=====

$2,742
====

$225,512
======

$(1,220)
===== 

$724,936 
====== 

$   3,814 
======= 

(6,931)
=====

$(248,403)
=======

$707,381 
====== 

See Notes to Consolidated Financial Statements, which are an integral part of these statements.

 

F-5


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1.  Summary of Significant Accounting Policies

     Basis of Presentation
     The accompanying consolidated financial statements include the accounts of Minerals Technologies Inc. (the "Company") and its wholly and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

     Use of Estimates
     The Company employs accounting policies that are in accordance with generally accepted accounting principles in the United States of America and require management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Significant estimates include those related to revenue recognition, allowance for doubtful accounts, valuation of inventories, valuation of long-lived assets, goodwill and other intangible assets, pension plan assumptions, income taxes, income tax valuation allowances and litigation and environmental liabilities. Actual results could differ from those estimates.

     Business
     The Company is a resource- and technology-based company that develops, produces and markets on a worldwide basis a broad range of specialty mineral, mineral-based and synthetic mineral products and related systems and technologies. The Company's products are used in manufacturing processes of the paper and steel industries, as well as by the building materials, polymers, ceramics, paints and coatings, glass and other manufacturing industries.

     Cash Equivalents
     The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents amounted to $1.1 million and $3.8 million at December 31, 2003 and 2002, respectively.

     Trade Accounts Receivable
     Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determines the allowance based on historical write-off experience and specific allowances for bankrupt customers. The Company also analyzes the collection history and financial condition of its other customers considering current industry conditions and determines whether an allowance needs to be established. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

     Inventories
     Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method.

     Property, Plant and Equipment
     Property, plant and equipment are recorded at cost. Significant improvements are capitalized, while maintenance and repair expenditures are charged to operations as incurred. The Company capitalizes interest cost as a component of construction in progress. In general, the straight-line method of depreciation is used for financial reporting purposes and accelerated methods are used for U.S. and certain foreign tax reporting purposes. The annual rates of depreciation are 3% - 6.67% for buildings, 6.67% - 12.5% for machinery and equipment, 8% - 12.5% for furniture and fixtures and 12.5% - 25% for computer equipment and software-related assets.

     Property, plant and equipment are amortized over their useful lives. Useful lives are based on management's estimates of the period that the assets can generate revenue, which does not necessarily coincide with the remaining term of a customer's contractual obligation to purchase products made using those assets. The Company's sales of PCC are predominantly pursuant to long-term contracts, initially ten years in length, with paper mills at which the Company operates satellite PCC plants. The terms of many of these agreements have been extended, often in connection with an expansion of the satellite PCC plant. The Company also continues to supply PCC at one location at which the PCC contract has expired. Failure of a PCC customer to renew an agreement or continue to purchase PCC from a Company facility could result in an impairment of assets charge at such facility.

     In the third quarter of 2002, the Company reduced the useful lives of satellite PCC plants at International Paper Company's ("IP") mills due to an increased risk that some or all of these PCC contracts would not be renewed. As a result of this change, the Company also reviewed the useful lives of the assets at its remaining satellite PCC facilities and other plants. During the first quarter of 2003, the Company revised the estimated useful lives of machinery and equipment pertaining to its natural stone mining and processing plants and chemical processing plants from 12.5 years (8%) to 15 years (6.67%) and reduced the useful lives of buildings at certain satellite PCC facilities from 25 years (4%) to 15 years (6.67%). The Company also reduced the estimated useful lives of certain software-related assets due to implementation of a new global enterprise resource planning system. During the second quarter of 2003, the Company reached an agreement with IP that extended eight PCC supply contracts

 

F-6


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and therefore extended the useful lives of the satellite PCC plants at those IP mills. The net effect of the changes in estimated useful lives, including the deceleration of depreciation at the IP plants, was an increase to diluted earnings per share of approximately $0.08 in 2003.

     Depletion of mineral reserves is determined on a unit-of-extraction basis for financial reporting purposes and on a percentage depletion basis for tax purposes.

     Mining costs associated with waste gravel and rock removal in excess of the expected average life of mine stripping ratio are deferred. These costs are charged to production on a unit-of-production basis when the ratio of waste to ore mined is less than the average life of mine stripping ratio.

     Accounting for the Impairment of Long-Lived Assets
     The Company accounts for impairment of long-lived assets in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 establishes a uniform accounting model for long-lived assets to be disposed of. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the Company estimates the undiscounted future cash flows (excluding interest) resulting from the use of the asset and its ultimate disposition. If the sum of the undiscounted cash flows (excluding interest) is less than the carrying value, the Company recognizes an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset, determined principally using discounted cash flows.

     Goodwill and Other Intangible Assets
     Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. On January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill and other intangible assets with indefinite lives are not amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to the estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

     The Company evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step the fair value for the reporting unit is compared to its book value including goodwill. In the case that the fair value of the reporting unit is less than the book value, a second step is performed which compares the fair value of the reporting unit's goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting units and the net fair values of the identifiable assets and liabilities of such reporting unit. If the fair value of the goodwill is less than the book value the difference is recognized as an impairment.

     Prior to the adoption of SFAS No. 142, goodwill was amortized on a straight-line basis over 20-25 years, and assessed for recoverability by determining whether the amortization of the goodwill balance over its remaining life could be recovered through undiscounted future operating cash flows of the acquired operation. All other intangible assets were amortized on a straight-line basis up to 17 years. The amount of goodwill and other intangible asset impairment, if any, was measured based on the Company's ability to recover the carrying amount from expected future operating cash flows on a discounted basis.

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

     Derivative Financial Instruments
     The Company enters into derivative financial instruments to hedge certain foreign exchange and interest rate exposures pursuant to SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." See the Notes on Derivative Financial Instruments and Hedging Activities and Financial Instruments and Concentration of Credit Risk in the Consolidated Financial Statements for a full description of the Company's hedging activities and related accounting policies.

     Revenue Recognition
     Revenue from sale of products is recognized at the time the goods are shipped and title passes to the customer. In most of the Company's PCC contracts, the price per ton is based upon the total number of tons sold to the customer during the year. Under

F-7


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

those contracts the price billed to the customer for shipments during the year is based on periodic estimates of the total annual volume that will be sold to such customer. Revenues are adjusted at the end of each year to reflect the actual volume sold.

     Foreign Currency
     The assets and liabilities of most of the Company's international subsidiaries are translated into U.S. dollars using exchange rates at the respective balance sheet date. The resulting translation adjustments are recorded in accumulated other comprehensive loss in shareholders' equity. Income statement items are generally translated at average exchange rates prevailing during the period. Other foreign currency gains and losses are included in net income. International subsidiaries operating in highly inflationary economies translate nonmonetary assets at historical rates, while net monetary assets are translated at current rates, with the resulting translation adjustments included in net income.

     Income Taxes
     Income taxes are provided for based on the asset and liability method of accounting pursuant to SFAS No. 109, "Accounting for Income Taxes." Under SFAS No. 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

     The accompanying financial statements generally do not include a provision for U.S. income taxes on international subsidiaries' unremitted earnings, which, for the most part, are expected to be reinvested overseas.

     Research and Development Expenses
     Research and development expenses are expensed as incurred.     

     Stock-Based Compensation
     The Company has elected to recognize compensation costs on the intrinsic value of the equity instrument awarded as promulgated in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." The Company has disclosed in Note 2, "Stock-Based Compensation" the pro forma effect of the fair value method on net income and earnings per share.

     Pension and Post-retirement Benefits
     The Company has defined benefit pension plans covering substantially all of its employees. The benefits are based on years of service.

     The Company also provides post-retirement healthcare benefits for substantially all retirees and employees in the United States. The Company measures the costs of its obligation based on its best estimate. The net periodic costs are recognized as employees render the services necessary to earn the post-retirement benefits.

     Earnings Per Share
     Basic earnings per share have been computed based upon the weighted average number of common shares outstanding during the period.

     Diluted earnings per share have been computed 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.

     Reclassifications
     Certain reclassifications have been made to prior-year amounts to conform with the current year presentation.

Note 2.  Restatement of Previously Issued Financial Statements

     The Company has restated its consolidated balance sheet at December 31, 2003, and consolidated statements of income, cash flows, and shareholders' equity for the year ended December 31, 2003. The restatement also impacts the third and fourth quarters of 2003. The restated amounts for these quarters are presented in "Note 25 - Quarterly Financial Data (Unaudited)," below. The restatement is due to a revision to the accounting treatment of the reversal of tax reserves for potential exposure items no longer necessary due to the expiration of the statute of limitations on the Company's U.S. tax returns for earlier years.

   During the third and fourth quarters of 2003, the Company reversed tax reserves no longer necessary due to the expiration of the statute of limitations on the Company's U.S. tax returns for earlier years. Accordingly, the Company previously reported that this

F-8


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

reversal resulted in a reduction to the income tax provision of approximately $15 million and a reduction to the overall effective tax rate for 2003 from 26.4% to 5.7%.

     The Company has now determined that the reversal of such tax reserves should be treated as an equity transaction and should be reflected as an increase in additional paid-in capital of $15 million because such tax reserves were established for potential exposure items related to the tax bases of assets caused by the initial public offering of the Company's common stock in October 1992.

     This technical restatement has no impact on the income from operations, cash flows, or assets and liabilities of the Company. In addition, the original treatment or the restatement had no effect on any payments under the Company's officer and management compensation plans.

     The following table presents the impact of the restatement adjustments on the Company's previously reported 2003 results on a condensed basis:

 

2003

Condensed Consolidated Statement of Income  

As Previously Reported

     

As Restated

 
               
Net sales

$

813,743

   

$

813,743

 
Operating costs and expenses  

736,539

     

736,539

 
               
Income from operations  

77,204

     

77,204

 
Non-operating deductions, net  

( 4,860

)    

( 4,860

)
Income before provisions for taxes              
    on income and minority interests  

72,344

     

72,344

 
Provision for taxes on income  

4,116

     

19,116

 
Minority interests  

1,575

     

1,575

 
Income before cumulative effect              
     of accounting change  

66,653

     

51,653

 
Cumulative effect of accounting change,              
  net of tax benefit of $2,072  

3,433

     

3,433

 
  Net income

$

63,220

   

$

48,220

 

 

 

2003

Earning per share:  

As Previously Reported

     

As Restated

 
               
Basic:              
   Before cumulative effect of accounting change

$

3.30

   

$

2.56

 
   Cumulative effect of accounting change  

(  0.17

)    

(  0.17

)
    Basic earnings per share

$

3.13

   

$

2.39

 
Diluted:              
   Before cumulative effect of accounting change

$

3.26

   

$

2.53

 
   Cumulative effect of accounting change  

(  0.17

)    

(  0.17

)
    Diluted earnings per share

$

3.09

   

$

2.36

 

 

F-9


 

 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2003

Condensed Consolidated Balance Sheet  

As Previously Reported

     

As Restated

 
               

Assets

             
Total assets

$

1,035,500

   

$

1,035,500

 
               

Liabilities

             
Total liabilities

$

328,119

   

$

328,119

 
               

Shareholders' Equity

             
Preferred stock

$

--

   

$

--

 
Common stock  

2,742

     

2,742

 
Additional paid-in capital  

210,512

     

225,512

 
Deferred compensation  

(  1,220

)    

(  1,220

)
Retained earnings  

739,936

     

724,936

 
Accumulated other comprehensive income  

3,814

     

3,814

 
   

955,784

     

955,784

 
Less common stock held in treasury  

248,403

     

248,403

 
     Total shareholders' equity  

707,381

     

707,381

 
  Total liabilities and shareholders' equity

$

1,035,500

   

$

1,035,500

 

     This restatement had no impact on the net cash provided by operating activities, net cash used in investing activities or net cash provided by financing activities in the Consolidated Statement of Cash Flows for the year ended December 31, 2003.

 

Note 3.  Stock-Based Compensation

     In December 2002, The FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of SFAS No. 123." This statement amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation, and requires additional disclosures in interim and annual financial statements. SFAS No. 123 requires the disclosure of pro forma net income and net income per share as if the Company adopted the fair value method of accounting for stock-based awards. The fair value of stock-based awards to employees was calculated using the Black-Scholes option-pricing model, modified for dividends, with the following weighted average assumptions:

 

2003


2002


2001


Expected life (years)

7   

7  

7   

Interest rate

3.74%

3.27%

4.69%

Volatility

30.61%

31.21%

30.41%

Expected dividend yield

0.21%

0.21%

0.28%

 

 

F-10


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     As required by SFAS No. 123, the Company has determined that the weighted average estimated fair values of options granted in 2003, 2002 and 2001 were $18.86, $18.30 and $14.36 per share, respectively. Pro forma net income for the fair value of stock options awarded in 2003, 2002 and 2001 were as follows:

 

Restated
2003


2002


2001


(millions of dollars, except per share amounts)      
Income before cumulative effect of accounting change,
as reported

$  51.7 

$  53.8 

$  49.8 

Add: Stock-based employee compensation included in reported income before accounting change

0.1 

-- 

-- 

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

       (2.2)

      (2.2)

     (5.5)

Pro forma income before cumulative effect of
accounting change

49.6 

51.6 

44.3 

Cumulative effect of accounting change

   3.4 

     -- 

      -- 

     Pro forma net income

$  46.2 
==== 

$  51.6 
==== 

$  44.3 
==== 

     Net income, as reported

$  48.2 
==== 

$  53.8 
==== 

$  49.8 
==== 

Basic EPS      
Income before cumulative effect of accounting change,
as reported

$  2.56 

$  2.66 

$  2.54 

Pro forma income before cumulative effect of
accounting change

2.45 

2.55 

2.26 

Pro forma net income

2.29 

2.55 

2.26 

Net income, as reported

2.39 

2.66 

2.54 

Diluted EPS      
Income before cumulative effect of accounting change,
as reported

$  2.53 

$  2.61 

$  2.48 

Pro forma income before cumulative effect of
accounting change

2.43 

2.51 

2.21 

Pro forma net income

2.26 

2.51 

2.21 

Net income, as reported

2.36 

2.61 

2.48 

 

Note 4.  Earnings Per Share (EPS)

Thousands of Dollars, Except Per Share Amounts      
Basic EPS

Restated
2003


2002


2001


     Income before cumulative effect
               of accounting change

$51,653 

$53,752

$49,793

     Cumulative effect of accounting change

 3,433 

       --

        --

          Net income

$48,220 
===== 

$53,752
=====

$49,793
=====

     Weighted average shares outstanding

20,208 

20,199

19,630

     Basic earnings per share before cumulative effect                of accounting change

$    2.56 

$    2.66

$    2.54

     Cumulative effect of accounting change

 (0.17)

       --

       --

     Basic earnings per share

$    2.39 
====== 

$    2.66
======

$    2.54
======

 

F-11


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Diluted EPS

Restated
2003


2002


2001


       
Income before cumulative effect of change

$51,653 

$53,752

$49,793

Cumulative effect of accounting change

 3,433 

       --

        --

  Net income

$48,220 
===== 

$53,752
=====

$49,793
=====

       
Weighted average shares outstanding

20,208 

20,199

19,630

Dilutive effect of stock options

     223 

     370

     433

Weighted average shares outstanding, adjusted

20,431 

20,569

20,063

Diluted earnings per share before cumulative      
  effect of accounting change

$   2.53 

$    2.61

$    2.48

     Cumulative effect of accounting change

 (0.17)

       --

       --

     Diluted earnings per share

$   2.36 
===== 

$    2.61
======

$    2.48
======

     The weighted average diluted common shares outstanding for the years ending December 31, 2002 and 2001 excludes the dilutive effect of approximately 445,000, and 376,000 options, respectively, since such options had an exercise price in excess of the average market value of the Company's common stock during such years.

 

Note 5.  Income Taxes

     Income before provision for taxes, by domestic and foreign source is as follows:

Thousands of Dollars

2003


2002


2001


       
Domestic

$ 32,853

$ 44,768

$ 40,777

Foreign

39,491

30,966

31,893

Total income before provision for income taxes

$ 72,344
=====

$ 75,734
=====

$ 72,670
=====

     The provision for taxes on income consists of the following:

Thousands of Dollars

Restated
2003


2002


2001


Domestic      
Taxes currently payable      
     Federal

$   2,326

$   5,797 

$   8,906 

  State and local

1,281

179 

1,484 

Deferred income taxes 

 4,036

  5,873 

     998 

Domestic tax provision 

 7,643

11,849 

11,388 

Foreign      
Taxes currently payable 

10,424

11,601 

10,889 

Deferred income taxes 

   1,049

   (3,230)

 (1,129)

Foreign tax provision 

 11,473

  8,371 

  9,760 

Total tax provision 

$19,116
=====

$ 20,220 
===== 

$ 21,148 
===== 

     The provision for taxes on income shown in the previous table is classified based on the location of the taxing authority, regardless of the location in which the taxable income is generated.

F-12


MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The major elements contributing to the difference between the U.S. federal statutory tax rate and the consolidated effective tax rate are as follows:

Percentages

Restated
2003


2002


2001


U.S. statutory tax rate 

35.0%

35.0%

35.0%

Depletion 

(5.5)  

(4.7)  

(4.5)  

Difference between tax provided on foreign      
   earnings and the U.S. statutory rate 

(3.3)  

(3.2)  

(1.9)  

State and local taxes, net of Federal tax benefit

0.8   

1.4   

1.5   

Tax credits and foreign dividends

2.3   

(0.9)  

(1.4)  

Contribution of technology

(2.5)  

--    

--    

Other 

  (0.4)  

   (0.9)  

  0.4   

Consolidated effective tax rate 

 26.4%
====  

26.7%
====   

29.1%
=====  

     The Company reversed certain tax reserves for potential exposure items during the second half of 2003 as a result of the expiration of the statute of limitations on the Company's U.S. tax returns for certain earlier years. This one-time, non-cash item resulted in an increase in additional paid-in capital of $15 million because such tax reserves were established for potential exposure items related to the tax bases of assets caused by the initial public offering of the Company's common stock in October 1992.

     The Company believes that its accrued liabilities are sufficient to cover its U.S. and foreign tax contingencies. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

Thousands of Dollars

2003


2002


Deferred tax assets:    
State and local taxes

$   4,218

$   3,554

Accrued expenses

2,432

3,131

Deferred expenses

5,425

4,244

Net operating loss carry forwards

9,339

7,745

Other

  4,520

  1,125

Total deferred tax assets

25,934

19,799

Deferred tax liabilities:    
Plant and equipment, principally due to differences in depreciation

66,172

63,590

Pension and post-retirement benefits cost deducted for tax purposes in    
  excess of amounts reported for financial statements

8,441

2,885

Other

2,938

  1,507

Total deferred tax liabilities

77,551

67,982

Net deferred tax liabilities

$51,617
=====

$48,183
=====

     A valuation allowance for deferred tax assets has not been recorded since management believes it is more likely than not that the existing net deductible temporary differences will reverse during periods in which the Company generates net taxable income.

     The Company recorded $9.3 million of deferred tax assets arising from tax loss carry forwards which will be realized through future operations. Carry forwards of approximately $0.5 million expire over the next six years, and $8.8 million can be utilized over an indefinite period.

     Net cash paid for income taxes were $15.6 million, $14.6 million, and $20.8 million for the years ended December 31, 2003, 2002, and 2001, respectively.

 

Note 6.  Foreign Operations

     The Company has not provided for U.S. federal and foreign withholding taxes on $102.8 million of foreign subsidiaries' undistributed earnings as of December 31, 2003 because such earnings, for the most part, are intended to be reinvested overseas. To the extent the parent company has received foreign earnings as dividends, the foreign taxes paid on those earnings have generated tax credits, which have substantially offset related U.S. income taxes. On repatriation, certain foreign countries impose

F-13


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

withholding taxes. The amount of withholding tax that would be payable on remittance of the entire amount of undistributed earnings would approximate $3.8 million.

     Net foreign currency exchange gains, included in other deductions in the Consolidated Statement of Income, were $476,000, $233,000, and $201,000 for the years ended December 31, 2003, 2002, and 2001, respectively.

Note 7.  Inventories

     The following is a summary of inventories by major category:

Thousands of Dollars

2003


2002


Raw materials 

$34,132

$32,967

Work in process 

8,153

7,153

Finished goods 

25,998

25,459

Packaging and supplies 

18,095

17,330

Total inventories 

$86,378
=====

$82,909
=====

Note 8.  Property, Plant and Equipment

     The major categories of property, plant and equipment and accumulated depreciation and depletion are presented below:

Thousands of Dollars

2003


2002


Land 

$     19,873 

$     21,516 

Quarries/mining properties 

49,770 

27,918 

Buildings 

151,923 

140,550 

Machinery and equipment 

837,659 

801,788 

Construction in progress 

54,899 

39,548 

Furniture and fixtures and other 

    95,826 

     84,684 

 

1,209,950 

1,116,004 

Less: Accumulated depreciation and depletion 

 (648,362)

 (578,580)

Property, plant and equipment, net

$  561,588 
======= 

$  537,424 
======= 

Note 9.  Restructuring Charges

     During the fourth quarter of 2003, the Company announced plans to restructure its operations in an effort to reduce operating costs and to improve efficiency. The restructuring resulted in a total workforce reduction of approximately 70 people or three percent of the Company's worldwide workforce. The Company recorded a pre-tax restructuring charge of $3.3 million in the fourth quarter of 2003 to reflect these actions. This charge consisted of severance, other employee benefits, and lease termination costs. As of December 31, 2003 substantially all of the employees identified in the workforce reduction were terminated and $1.0 million of accrued restructuring liability was paid. As of December 31, 2003, the remaining restructuring liability was approximately $2.3 million.

Note 10.   Acquisitions

     On September 15, 2003, the Company purchased for approximately $2.0 million a pre-cast refractory shapes manufacturing facility.

     In 2002, the Company acquired the following three entities for a total cash cost of $34.1 million:

F-14


MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the acquisitions:

Millions of Dollars

2003


2002


     
Current assets

$     --

$11.6 

Property, plant and equipment

2.0

17.7 

Intangible assets

--

0.7 

Goodwill

--

  5.5 

Net operating loss carry forwards

  --

3.4 

  Total assets acquired

2.0

38.9 

Liabilities assumed

    --

(4.8)

  Net cash paid

$  2.0
===

$34.1 
==== 

Note 11. Goodwill and Other Intangible Assets

     Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill and other intangible assets with indefinite lives are not amortized, but instead reviewed for impairment at least annually in accordance with the provisions of SFAS No. 142. This statement also required an initial goodwill impairment assessment in the year of adoption. The Company completed the initial impairment analysis and performed a subsequent impairment analysis in the fourth quarter. These analyses did not result in an impairment charge.

     The carrying amount of goodwill was $52.7 million and $51.3 million as of December 31, 2003 and December 31, 2002, respectively. The net change in goodwill since January 1, 2003 was primarily attributable to the effect of foreign exchange.

     The following table reconciles previously reported net income as if the provisions of SFAS No. 142 had come into effect in 2001:

(thousands of dollars)

Year Ended December 31,

 

Restated
2003

 

2002

 

2001

Reported net income

$48,220

 

$53,752

 

$49,793

Addback: goodwill amortization

        --

 

         --

 

     818

 

Adjusted net income

$48,220
=====

 

$53,752
=====

 

$50,611
=====

           

Basic earnings per share:

         

Reported net income

$    2.39

 

$    2.66

 

$    2.54

Goodwill amortization

        --

 

         --

 

    0.04

 

Adjusted net income

$    2.39
=====

 

$    2.66
=====

 

$    2.58
=====

           

Diluted earnings per share:

         

Reported net income

$    2.36

 

$    2.61

 

$    2.48

Goodwill amortization

        --

 

         --

 

    0.04

 

Adjusted net income

$    2.36
=====

 

$    2.61
=====

 

$    2.52
=====

     Acquired intangible assets subject to amortization as of December 31, 2003 and December 31, 2002 were as follows:

 

December 31, 2003

 

December 31, 2002

(millions of dollars)

Gross Carrying Amount

 

Accumulated Amortization

 

Gross Carrying Amount

 

Accumulated Amortization

Patents and trademarks

$  5.8

 

$  0.9

 

$  5.8

 

$  0.7

Customer lists

1.4

 

0.2

 

  1.4

 

  0.1

Other

  0.2

 

  0.1

 

0.2

 

--

 

$  7.4
===

 

$  1.2
===

 

$  7.4
===

 

$  0.8
===

F-15


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The weighted average amortization period for acquired intangible assets subject to amortization is approximately 15 years. Amortization expense was $0.4 million in 2003 and the estimated amortization expense is $0.4 million for each of the next five years through 2008.

     Included in other assets and deferred charges is an intangible asset of approximately $13.1 million which represents the non-current unamortized amount paid to a customer in connection with contract extensions at eight PCC satellite facilities. In addition, a current portion of $1.8 million is included in prepaid expenses and other current assets. Such amounts will be amortized as a reduction of sales over the remaining lives of the customer contracts. Approximately $1.3 million was amortized in 2003. Estimated amortization as a reduction of sales is as follows: 2004 - $1.8 million; 2005 - $1.8 million; 2006 - $1.8 million; 2007 - $1.8 million; 2008 - $1.8 million; with smaller reductions thereafter over the remaining lives of the contracts.

 

Note 12. Accounting for Impairment of Long-Lived Assets

     The Company accounts for impairment of long-lived assets in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 establishes a uniform accounting model for disposition of long-lived assets. This Statement also requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. During 2003, the Company recorded a writedown of impaired assets of $3.2 million for the planned closure of a plant and for assets made obsolete by improved technology. During 2002, the Company recorded a write-down of impaired assets of $0.8 million for a precipitated calcium carbonate plant at a paper mill that had ceased operations.

 

Note 13. Derivative Instruments and Hedging Activities

     The Company is exposed to foreign currency exchange rate fluctuations and interest rate changes in the normal course of its business. As part of the Company's risk management strategy, the Company uses interest-rate related derivative instruments to manage its exposure on its debt instruments, as well as forward exchange contracts (FEC) to manage its exposure to foreign currency risk on certain raw material purchases. The Company's objective is to offset gains and losses resulting from these exposures with gains and losses on the derivative contracts used to hedge them. The Company has not entered into derivative instruments for any purpose other than to hedge certain expected cash flows. The Company does not speculate using derivative instruments.

     By using derivative financial instruments to hedge exposures to changes in interest rates and foreign currency, the Company exposes itself to credit risk and market risk. Credit risk is the risk that the counterparty will fail to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty, and therefore, it does not face any credit risk. The Company minimizes the credit risk in derivative instruments by entering into transactions with major financial institutions.

     Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates, currency exchange rates, or commodity prices. The market risk associated with interest rate and forward exchange contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

     Based on criteria established by SFAS No. 133, the Company designated its derivatives as a cash flow hedge. During 2001, the Company entered into three-year interest rate swap agreements with notional amounts totaling $30 million that expire in January 2005. These agreements effectively convert a portion of the Company's floating-rate debt to a fixed-rate basis with an interest rate of 4.5%, thus reducing the impact of the interest rate changes on future cash flows and income. The Company uses FEC designated as cash flow hedges to protect against foreign currency exchange rate risks inherent in its forecasted inventory purchases. The Company had 13 open foreign exchange contracts at December 31, 2003.

     For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is initially recorded in accumulated other comprehensive income as a separate component of stockholders' equity and subsequently reclassified into earnings in the period during which the hedged transaction is recognized in earnings. The gains and losses associated with these forward exchange contracts and interest rate swaps are recognized into cost of sales and interest expense, respectively.

F-16


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14. Financial Instruments and Concentrations of Credit Risk

     The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

     Cash and cash equivalents, accounts receivable and payable, and accrued liabilities: The carrying amounts approximate fair value because of the short maturities of these instruments.

     Short-term debt and other liabilities: The carrying amounts of short-term debt and other liabilities approximate fair value because of the short maturities of these instruments.

     Long-term debt: The fair value of the long-term debt of the Company is estimated based on the quoted market prices for that debt or similar debt and approximates the carrying amount.

     Forward exchange contracts: The fair value of forward exchange contracts (used for hedging purposes) is estimated by obtaining quotes from brokers. If appropriate, the Company would enter into forward exchange contracts to mitigate the impact of foreign exchange rate movements on the Company's operating results. It does not engage in speculation. Such foreign exchange contracts would not subject the Company to additional risk from exchange rate movements because gains and losses on these contracts would offset losses and gains on the assets, liabilities and transactions being hedged. At December 31, 2003, the Company had open foreign exchange contracts to purchase $2.2 million of foreign currencies. These contracts range in maturity from January 21, 2004 to June 23, 2004. The fair value of these instruments was an asset of $0.1 million on December 31, 2003. There were no open foreign exchange contracts at December 31, 2002.

     Interest rate swap agreements: The Company enters into interest rate swap agreements as a means to hedge its interest rate exposure on debt instruments. At December 31, 2003, the Company had two interest rate swaps with major financial institutions that effectively converted variable-rate debt to a fixed rate. One swap has a notional amount of $20 million and the other swap has a notional amount of $10 million. These swap agreements are under three-year terms expiring in January 2005 whereby the Company pays 4.50% and receives a three-month LIBOR rate plus 45 basis points. The fair value of these instruments was determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. The fair value of these instruments was a liability of approximately $1.0 million and $1.5 million at December 31, 2003 and December 31, 2002, respectively.

     Credit risk: Substantially all of the Company's accounts receivable are due from companies in the paper, construction and steel industries. Credit risk results from the possibility that a loss may occur from the failure of another party to perform according to the terms of the contract. The Company regularly monitors its credit risk exposures and takes steps to mitigate the likelihood of these exposures resulting in actual loss. The Company's extension of credit is based on an evaluation of the customer's financial condition and collateral is generally not required.

     The Company's bad debt expense for the years ended December 31, 2003, 2002, and 2001was $5.3 million, $6.2 million and $3.9 million, respectively.

F-17


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15. Long-Term Debt and Commitments

     The following is a summary of long-term debt:

(thousands of dollars)

December 31,
2003

 

December 31,
2002

       
7.49% Guaranteed Senior Notes Due July 24, 2006

$ 50,000

 

$50,000

Yen-denominated Guaranteed Credit Agreement      
   Due March 31, 2007

8,256

 

8,957

Variable/Fixed Rate Industrial      
   Development Revenue Bonds Due 2009

4,000

 

4,000

Economic Development Authority Refunding      
   Revenue Bonds Series 1999 Due 2010

4,600

 

4,600

Variable/Fixed Rate Industrial      
   Development Revenue Bonds Due August 1, 2012

8,000

 

8,000

Variable/Fixed Rate Industrial Development Revenue Bonds Series 1999      
   Due November 1, 2014

8,200

 

8,200

Variable/Fixed Rate Industrial      
   Development Revenue Bonds Due March 31, 2020

5,000

 

5,000

Installment obligations

11,368

 

         --

Other borrowings

 1,910

 

  1,594

 

101,334

 

90,351

Less: Current maturities

   3,175

 

  1,331

Long-term debt

$ 98,159
=====

 

$89,020
=====

     On July 24, 1996, through a private placement, the Company issued $50 million of 7.49% Guaranteed Senior Notes due July 24, 2006. The proceeds from the sale of the notes were used to refinance a portion of the short-term commercial bank debt outstanding. No required principal payments are due until July 24, 2006. Interest on the notes is payable semi-annually.

     On May 17, 2000, the Company's majority-owned subsidiary, Specialty Minerals FMT K.K., entered into a Yen-denominated Guaranteed Credit Agreement with the Bank of New York due March 31, 2007. The proceeds were used to finance the construction of a PCC satellite facility in Japan. Principal payments began on June 30, 2002. Interest is payable quarterly at a rate of 2.05% per annum.

     The Variable/Fixed Rate Industrial Development Revenue Bonds due 2009 are tax-exempt 15-year instruments issued to finance the expansion of a PCC plant in Selma, Alabama. The bonds are dated November 1, 1994, and provide for an optional put by the holder (during the Variable Rate Period) and a mandatory call by the issuer. The bonds bear interest at either a variable rate or fixed rate, at the option of the Company. Interest is payable semi-annually under the fixed rate option and monthly under the variable rate option. The Company has selected the variable rate option on these borrowings and the average interest rates were approximately 1.18% and 1.57% for the years ended December 31, 2003 and 2002, respectively.

     The Economic Development Authority Refunding Revenue Bonds due 2010 were issued on February 23, 1999 to refinance the bonds issued in connection with the construction of a PCC plant in Eastover, South Carolina. The bonds bear interest at either a variable rate or fixed rate, at the option of the Company. Interest is payable semi-annually under the fixed rate option and monthly under the variable rate option. The Company has selected the variable rate option on these borrowings and the average interest rates were approximately 1.16% and 1.51% for the years ended December 31, 2003 and 2002, respectively.

     The Variable/Fixed Rate Industrial Development Revenue Bonds due August 1, 2012 are tax-exempt 15-year instruments that were issued on August 1, 1997 to finance the construction of a PCC plant in Courtland, Alabama. The bonds bear interest at either a variable rate or fixed rate, at the option of the Company. Interest is payable semi-annually under the fixed rate option and monthly under the variable rate option. The Company has selected the variable rate option on these borrowings and the average interest rates were approximately 1.16% and 1.56% for the years ended December 31, 2003 and 2002, respectively.

     The Variable/Fixed Rate Industrial Development Revenue Bonds due November 1, 2014 are tax-exempt 15-year instruments and were issued on November 30, 1999 to refinance the bonds issued in connection with the construction of a PCC plant in Jackson, Alabama. The bonds bear interest at either a variable rate or fixed rate at the option of the Company. Interest is payable semi-annually under the fixed rate option and monthly under the variable rate option. The Company has selected the variable rate option on these borrowings and the average interest rates were approximately 1.16% and 1.56% for the years ended December 31, 2003 and 2002, respectively.

F-18


MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     On June 9, 2000 the Company entered into a twenty-year, taxable, Variable/Fixed Rate Industrial Development Revenue Bond agreement to finance a portion of the construction of a merchant manufacturing facility for the production of Specialty PCC in Mississippi. The Company has selected the variable rate option for this borrowing and the average interest rate was approximately 1.65% and 2.33% for the years ended December 31, 2003 and 2002, respectively.

     On May 31, 2003, the Company acquired land and limestone ore reserves from the Cushenbury Mine Trust for approximately $17.5 million. Approximately $6.1 million was paid at the closing and $11.4 million was financed through an installment obligation. The average interest rate on this obligation is approximately 4.25%. The principal payments are as follows: 2004 - $0.8 million; 2005 - $0.9 million, 2006 - $0.9 million; 2007 - $0.9 million; 2008 - $6.5 million; 2013 - $1.4 million.

     The aggregate maturities of long-term debt are as follows: 2004 - $3.2 million; 2005 - $3.8 million; 2006 - $54.0 million, 2007 - $2.0 million; 2008 - $7.0 million; thereafter - $31.3 million.

     The Company had available approximately $110.0 million in uncommitted, short-term bank credit lines, of which $30.0 million was in use at December 31, 2003. The interest rate for these borrowings was approximately 4.09% for the year ended December 31, 2003.

     During 2003, 2002 and 2001, respectively, the Company incurred interest costs of $6.2 million, $6.4 million and $8.8 million including $0.8 million, $0.6 million and $0.9 million, respectively, which were capitalized. Interest paid approximated the incurred interest costs.

 

Note 16. Benefit Plans

     Pension Plans and Other Postretirement Benefit Plans
     The Company and its subsidiaries have pension plans covering substantially all eligible employees on a contributory or non-contributory basis.

     Benefits under defined benefit plans are generally based on years of service and an employee's career earnings. Employees become fully vested after five years.

     The Company provides postretirement health care and life insurance benefits for substantially all of its U.S. retired employees. Employees are generally eligible for benefits upon retirement and completion of a specified number of years of creditable service. The Company does not pre-fund these benefits and has the right to modify or terminate the plan in the future.

     The Medicare Prescription Drug, Improvement and Modernization Act of 2003 became law in December 2003 and introduced both a Medicare prescription-drug benefit and a federal subsidy to sponsors of retiree health-care plans that provide a benefit at least "actuarially equivalent" to the Medicare benefit. The Company's other postretirement benefits do provide for such prescription-drug benefits. The Company has made a one-time election to defer accounting for the economic effects of the Medicare Act, as permitted by FASB Staff Position 106-1. The FASB plans to issue authoritative guidance on the accounting for the subsidies in 2004. The issued guidance could require the Company to change previously reported information.

     The funded status of the Company's pension plans and other postretirement benefit plans at December 31, 2003 and 2002 is as follows:

Obligations and Funded Status

 

Pension Benefits

 

Other Benefits 

Millions of Dollars

2003


2002


 

2003


2002


Change in benefit obligation          
Benefit obligation at beginning of year

$125.8 

$107.2 

 

$  24.3 

$  21.6 

Service cost

5.7 

5.1 

 

1.2 

1.1 

Interest cost

7.9 

7.3 

 

1.6 

1.5 

Actuarial gain

7.9 

7.5 

 

2.2 

1.6 

Benefits paid

(6.2)

(4.1)

 

(2.4)

(1.5)

Other

    1.6 

    2.8 

 

      -- 

     -- 

Benefit obligation at end of year

$142.7 
==== 

$125.8 
==== 

 

$  26.9 
==== 

$  24.3 
===== 

F-19


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Pension Benefits


 

Other Benefits 


Millions of Dollars

2003


2002


 

2003


2002


           
Change in plan assets          
Fair value of plan assets at beginning of year

$111.4 

$102.7 

 

$      -- 

$      -- 

Actual return on plan assets

22.8 

(9.2)

 

-- 

-- 

Employer contributions

20.8 

20.2 

 

2.4 

1.6 

Plan participants' contributions

0.2 

0.2 

 

-- 

-- 

Benefits paid

(7.2)

(4.1)

 

(2.4)

(1.6)

Other

    4.7 

    1.6 

 

      -- 

      -- 

Fair value of plan assets at end of year

$152.7 
==== 

$111.4 
==== 

 

$      -- 
===== 

$      -- 
====== 

Funded status

$  10.0 

$(14.4)

 

$(26.9)

$(24.3)

Unrecognized transition amount

(0.1)

-- 

 

-- 

-- 

Unrecognized net actuarial loss

31.3 

42.0 

 

6.4 

4.4 

Unrecognized prior service cost

   4.6 

    4.7 

 

     -- 

      -- 

Prepaid (accrued) benefit cost

$  45.8 
==== 

$  32.3 
===== 

 

$(20.5)
=== 

$(19.9)
=== 

      Amounts recognized in the consolidated balance sheet consist of:

 

Pension Benefits


 

Other Benefits 


Millions of Dollars

2003


2002


 

2003


2002


Prepaid expenses

$    4.3 

$       -- 

 

$      -- 

$      -- 

Prepaid benefit cost

 46.3 

  36.1 

 

(20.5)

      -- 

Accrued benefit liabilities

(7.3)

(7.2)

 

-- 

(19.9)

Intangible asset

1.1 

1.2 

 

-- 

-- 

Accumulated other comprehensive loss

    1.4 

    2.2 

 

      -- 

      -- 

Net amount recognized

$  45.8 
===== 

$  32.3 
===== 

 

$(20.5)
=== 

$(19.9)
==== 

     Information for pension plans with an accumulated benefit obligation in excess of plan assets:

 

December 31,

2003


2002


Projected benefit obligation

$  33.6

$  31.5

Accumulated benefit obligation

$  29.3

$  26.4

Fair value of plan assets

$  23.8

$  17.8

     The accumulated benefit obligation for all defined benefit pension plans was $131.9 million and $109.8 million at December 31, 2003 and 2002, respectively.

     The components of net periodic benefit costs are as follows:

 

Pension Benefits

 

Other Benefits

Millions of Dollars

2003


2002


2001


 

2003


2002


2001


Service cost

$   5.7 

$   5.1 

$   5.2 

 

$   1.2

$   1.1 

$   1.1 

Interest cost

7.9 

7.3 

6.9 

 

1.6

1.5 

1.4 

Expected return on plan assets

(10.1)

(9.0)

(9.5)

 

--

-- 

-- 

Amortization of transition amount

0.1 

0.1 

0.8 

 

--

-- 

-- 

Amortization of prior service cost

0.6 

0.5 

0.5 

 

0.1

(0.4)

(1.7)

Recognized net actuarial loss (gain)

2.3 

0.8 

 (0.2)

 

--

-- 

     -- 

SFAS No. 88 settlement

    -- 

     -- 

   1.9 

 

     --

     -- 

     -- 

Net periodic benefit cost

$   6.5 
==== 

$   4.8 
===== 

$   5.6 
==== 

 

$   2.9
====

$   2.2 
==== 

$   0.8 
==== 

     Unrecognized prior service cost is amortized on an accelerated basis over the average remaining service period of each active employee.

     Under the provisions of SFAS No. 88, lump sum distributions from the Company's Supplemental Retirement Plan caused a partial settlement of such plan, resulting in a charge of $1.9 million in 2001.

 

F-20


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The Company's funding policy for U.S. plans generally is to contribute annually into trust funds at a rate that is intended to remain at a level percentage of compensation for covered employees. The funding policy for the international plans conforms to local governmental and tax requirements. The plans' assets are invested primarily in stocks and bonds.

Additional Information

     The weighted average assumptions used in the accounting for the pension benefit plans and other benefit plans as of
December 31 are as follows:

 

2003


2002


2001


Discount rate

6.25%

6.75%

7.25%

Expected return on plan assets

8.75%

8.75%

9.25%

Rate of compensation increase

3.50%

3.50%

4.00%

     The Company considers a number of factors to determine its expected rate of return on plan assets assumptions, including historical performance of plan assets, asset allocation and other third-party studies and surveys. The Company reviewed the historical performance of plan assets over a ten-year period (from 1993 to 2003), the results of which exceed the 8.75% rate of return assumption that the Company ultimately selected for domestic plans. The Company also considered the plan portfolios' asset allocations over a variety of time periods and compared them with third-party studies and surveys of annualized returns of similarly balanced portfolio strategies. The historical return of this universe of similar portfolios also exceeded the return assumption that the Company ultimately selected. Finally, the Company reviewed performance of the capital markets in recent years and, upon advice from various third parties, such as the pension plans' advisers, investment managers and actuaries, selected the 8.75% return assumption used for domestic plans.

     For measurement purposes, health care cost trend rates of approximately 10% for pre-age-65 and post-age-65 benefits were used in 2003. These trend rates were assumed to decrease gradually to 5.0% for 2009 and remain at that level thereafter.

     A one-percentage-point change in assumed health care cost trend rates would have the following effects:

Thousands of Dollars

1-Percentage-Point
Increase

 

1-Percentage-Point
Decrease

Effect on total service and interest cost components

11

 

(12)

Effect on postretirement benefit obligation

150

 

(160)

Plan Assets

     The Company's pension plan weighted average asset allocations at December 31, 2003 and 2002 by asset category are as follows:

Asset Category

 

Plan Assets at December 31,

   

2003


2002


Equity securities  

68.9%

68.4%

Fixed income securities  

30.1%

30.6%

Real estate  

0.4%

0.4%

Other  

 0.6%

 0.6%

   Total  

100%
===  

100%
===  

          The following table presents domestic and foreign pension plan assets information at December 31, 2003, 2002 and 2001 (the measurement date of pension plan assets):

Millions of Dollars

U.S. Plans

 

International Plans

 

2003


2002


2001


 

2003


2002


2001


Fair value of plan assets

$123.5

$87.6

$77.9

 

$29.2

$23.7

$24.7

     Contributions

     The Company expects to contribute $7 million to its pension plan and $10 million to its other postretirement benefit plan in 2004.

 

 

F-21


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Investment Strategies
     The Plan Assets Committee has adopted an investment policy for domestic pension plan assets designed to meet or exceed the expected rate of return on plan assets assumption. To achieve this, the pension plans retain professional investment managers that invest plan assets, primarily in equity and fixed income securities. The Company has targeted an investment mix of 65% in equity securities and 35% in fixed income securities.

      Savings and Investment Plans     
      The Company maintains a voluntary Savings and Investment Plan for most non-union employees in the U.S. Within prescribed limits, the Company bases its contribution to the Plan on employee contributions. The Company's contributions amounted to $3.0 million, $2.9 million and $2.9 million for the years ended December 31, 2003, 2002 and 2001, respectively.

Note 17. Leases

     The Company has several noncancelable operating leases, primarily for office space and equipment. Rent expense amounted to approximately $4.9 million, $4.6 million and $4.4 million for the years ended December 31, 2003, 2002 and 2001, respectively. Total future minimum rental commitments under all noncancelable leases for each of the years 2004 through 2008 and in the aggregate thereafter are approximately $5.4 million, $4.8 million, $3.9 million, $3.0 million, and $4.7 million, respectively and $8.1 million thereafter.

     Total future minimum payments to be received under direct financing leases for each of the years 2004 through 2008 and in the aggregate thereafter are approximately $2.8 million, $2.6 million, $2.0 million, $1.3 million, and $1.0 million respectively and $3.3 million thereafter.

 

Note 18. Litigation

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

     Certain of the Company's subsidiaries are among numerous defendants in a number of cases seeking damages for exposure to silica or asbestos-containing materials. Most of these claims do not provide adequate information to assess their merits, the likelihood that the Company will be found liable, or the magnitude of such liability if any. Additional claims of this nature may be made against the Company or its subsidiaries. At this time management anticipates that the amount of the Company's liability, if any, and the cost of defending such claims, will not have a material effect on its financial position or results of operations.

     The Company and its subsidiaries are not party to any other material pending legal proceedings, other than ordinary routine litigation that is incidental to their businesses.

 

Note 19. Stockholders' Equity

Capital Stock

     The Company's authorized capital stock consists of 100 million shares of common stock, par value $0.10 per share, of which 20,491,499 shares and 20,155,787 shares were outstanding at December 31, 2003 and 2002, respectively, and 1,000,000 shares of preferred stock, none of which were issued and outstanding.

Cash Dividends

     Cash dividends of $2.0 million or $0.10 per common share were paid during 2003. In January 2004, a cash dividend of approximately $1.4 million or $0.05 per share, was declared, payable in the first quarter of 2004.

F-22


MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Preferred Stock Purchase Rights

     Under the Company's Preferred Stock Purchase Rights Plan, each share of the Company's common stock carries with it one preferred stock purchase right. Subject to the terms and conditions set forth in the plan, the rights will become exercisable if a person or group acquires beneficial ownership of 15% or more of the Company's common stock or announces a tender or exchange offer that would result in the acquisition of 30% or more thereof. If the rights become exercisable, separate certificates evidencing the rights will be distributed, and each right will entitle the holder to purchase from the Company a new series of preferred stock, designated as Series A Junior Preferred Stock, at a predefined price. The rights also entitle the holder to purchase shares in a change-of-control situation. The preferred stock, in addition to a preferred dividend and liquidation right, will entitle the holder to vote on a pro rata basis with the Company's common stock.

     The rights are redeemable by the Company at a fixed price until 10 days or longer, as determined by the Board, after certain defined events or at any time prior to the expiration of the rights on September 13, 2009 if such events do not occur.

Stock and Incentive Plan

     The Company has adopted a Stock Award and Incentive Plan (the "Plan"), which provides for grants of incentive and non-qualified stock options, stock appreciation rights, stock awards or performance unit awards. The Plan is administered by the Compensation Committee of the Board of Directors. Stock options granted under the Plan have a term not in excess of ten years. The exercise price for stock options will not be less than the fair market value of the common stock on the date of the grant, and each award of stock options will vest ratably over a specified period, generally three years.

     In 2001, the shareholders approved an amendment to increase the number of shares of common stock available under the Plan by an additional 0.5 million.

     The following table summarizes stock option activity for the Plan:

   

Under Option

     

Weighted Average

 

Shares Available

 

Exercise Price

 

For Grant


Shares


Per Share ($)


Balance January 1, 2001

1,252,989 

2,519,214 

34.23

Authorized

500,000 

-- 

--

Granted

(252,500)

252,500 

34.81

Exercised

-- 

(109,504)

29.04

Canceled

     42,057 

    (42,057)

38.57

Balance December 31, 2001

1,542,546 

2,620,153 

34.43

Granted

(285,728)

285,728 

46.92

Exercised

-- 

(977,363)

30.03

Canceled

     20,335 

    (20,335)

50.83

Balance December 31, 2002

1,277,153 

1,908,183 

38.54

Granted

(82,435)

82,435 

47.74

Exercised

-- 

(483,978)

32.92

Canceled

     23,874 

    (23,874)

39.17

Balance December 31, 2003

1,218,592 
======= 

1,482,766 
======= 

40.85
====

    The following table summarizes information concerning Plan options at December 31, 2003:

Options Outstanding

 

Options Exercisable

   

Weighted

       
   

Average

Weighted

   

Weighted

 

Number

Remaining

Average

 

Number

Average

Range of

Outstanding

Contractual

Exercise

 

Exercisable

Exercise

Exercise Prices


at 12/31/03


Term (Years)


Price


 

at 12/31/03


Price


$30.625 - 34.825

278,043

5.0

$33.00

 

225,773

$32.57

$36.725 - 39.530

776,167

5.4

$39.52

 

762,667

$39.53

$42.070 - 53.120

428,556

7.9

$48.40

 

191,685

$49.07

 

 

F-23


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 20. Comprehensive Income

     Comprehensive income includes changes in the fair value of certain financial derivative instruments that qualify for hedge accounting to the extent they are effective, the minimum pension liability and cumulative foreign currency translation adjustments.

     The following table reflects the accumulated balances of other comprehensive income (loss) (in millions):

 

Currency
Translation

Minimum
Pension

Net Gain (Loss) On
Cash Flow

Accumulated
 Other Comprehensive

 

Adjustment


Liability


Hedges


Income (Loss)


Balance at January 1, 2001

$(43.1)

$(1.0)

$    -- 

$(44.1)

Current year change

(11.9)

  0.5 

 0.2 

(11.2)

Balance at December 31, 2001

(55.0)

(0.5)

 0.2 

(55.3)

Current year change

 22.2 

(0.8)

(1.1)

 20.3 

Balance at December 31, 2002

(32.8)

(1.3)

(0.9)

(35.0)

Current year change

  39.7 

 (1.4)

  0.5 

  38.8 

Balance at December 31, 2003

$   6.9 
==== 

$(2.7)
===

$(0.4)
===

$   3.8 
==== 

     The income tax expense (benefit) associated with items included in other comprehensive income (loss) was approximately $0.8 million, ($1.1) million, and $0.4 million for the years ended December 31, 2003, 2002 and 2001, respectively.

 

Note 21. Accounting for Asset Retirement Obligations

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

     Upon adoption, the Company recorded a non-cash, after-tax charge to earnings of approximately $3.4 million for the cumulative effect of this accounting change related to retirement obligations associated with the Company's PCC satellite facilities and its mining properties, both within the Specialty Minerals segment. As a result of this pronouncement, the Company recorded additional depreciation and accretion expenses of approximately $1.0 million for full year 2003. Such charge is included in cost of goods sold. The pro forma effect on results, assuming that SFAS No. 143 were applied retroactively, would be a non-cash, after-tax charge to earnings of approximately $0.5 million for the full year 2002.

     The following is a reconciliation of asset retirement obligations as of December 31, 2003:

(thousands of dollars)

 
   

Asset retirement liability, beginning of period

$8,953 

Accretion expense

712 

Payments made

  (350)

Asset retirement liability, end of period

$9,315 
==== 

Note 22. Accounting for Costs Associated with Exit or Disposal Activities

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

 

Note 23. Deferred Compensation

     In July 2003, the Company granted to certain corporate officers rights to receive 27,600 shares of the Company's common stock under the Company's 2001 Stock Award and Incentive Plan (the 2001 Plan). The rights will be deferred for a specified

F-24


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

number of years of service, subject to restrictions on transfer and other conditions. Upon issuance of the rights, a deferred compensation expense equivalent to the market value of the underlying shares on the date of the grant was charged to stockholders' equity and is being amortized over the estimated average deferral period of approximately 5 years. The compensation expense amortized with respect to the units during 2003 was approximately $135,600.

 

Note 24. Segment and Related Information

     Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's operating segments are strategic business units that offer different products and serve different markets. They are managed separately and require different technology and marketing strategies.

     The Company has two operating segments: Specialty Minerals and Refractories. The Specialty Minerals segment produces and sells precipitated calcium carbonate and lime, and mines, processes and sells the natural mineral products limestone and talc. This segment's products are used principally in the paper, building materials, paints and coatings, glass, ceramic, polymers, food, and pharmaceutical industries. The Refractories segment produces and markets monolithic and shaped refractory materials and services used primarily by the steel, cement and glass industries.

     The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on the operating income of the respective business units. Depreciation expense related to corporate assets is allocated to the business segments and is included in their income from operations. However, such corporate depreciable assets are not included in the segment assets. Specialty Minerals' segment sales to International Paper Company and affiliates represented approximately 10.0%, 11.5% and 13.0% of consolidated net sales in 2003, 2002 and 2001, respectively. Intersegment sales and transfers are not significant.

     Segment information for the years ended December 31, 2003, 2002 and 2001was as follows (in millions):

 

2003

 

Specialty Minerals

Refractories

Total

Net sales

$557.1

$256.6

$813.7

Income from operations

55.4

21.8

77.2

Restructuring charges

1.7

1.6

3.3

Writedown of impaired assets

2.0

1.2

3.2

Bad debt expenses

1.1

4.2

5.3

Depreciation, depletion and amortization

56.9

9.4

66.3

Segment assets

672.3

253.9

926.2

Capital expenditures

37.1

12.4

49.5

 

2002

 

Specialty Minerals

Refractories

Total

Net sales

$520.1

$232.6

$752.7

Income from operations

60.0

20.9

80.9

Bad debt expenses

3.8

2.4

6.2

Writedown of impaired assets

0.8

--

0.8

Depreciation, depletion and amortization

59.0

10.0

69.0

Segment assets

612.7

238.6

851.3

Capital expenditures

27.3

9.7

37.0

 

2001

 

Specialty Minerals

Refractories

Total

Net sales

$483.3

$201.1

$684.4

Income from operations

55.5

25.1

80.6

Restructuring charges

3.0

0.4

3.4

Bad debt expenses

0.6

3.3

3.9

Depreciation, depletion and amortization

55.9

10.6

66.5

Segment assets

587.9

231.4

819.3

Capital expenditures

54.3

8.6

62.9

 

 

F-25


 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     A reconciliation of the totals reported for the operating segments to the applicable line items in the consolidated financial statements is as follows (in millions):

 

2003


2002


2001


Income before provision for taxes on
income and minority interests
     
Consolidated income from operations

$  77.2 

$  80.9 

$  80.6 

Interest income

0.8 

1.1 

0.8 

Interest expense

(5.4)

(5.8)

(7.9)

Other deductions

(0.3)

 (0.5)

  (0.8)

  Income before provision for taxes on income and minority interests

$  72.3 
==== 

$  75.7 
==== 

$  72.7 
==== 

             
 

2003


2002


2001


Total assets      
Total segment assets

$   926.2

$851.3

$819.3 

Corporate assets

109.3

  48.6

   28.5 

   Consolidated total assets

$1,035.5
=====

$899.9
====

$847.8 
=====

 

2003


2002


2001


Capital expenditures      
Total segment capital expenditures

$  49.5

$  37.0

$  62.9 

Corporate capital expenditures

   3.2

   0.1

    0.2 

   Consolidated total capital expenditures

$  52.7
=====

$  37.1
=====

$  63.1 
===== 

     The following is a schedule of amortization expense related to goodwill by segment:

 

Amortization of Goodwill

(thousands of dollars)

Year Ended December 31,

 

2003


 

2002


 

2001


Specialty Minerals

$     --

 

$     --

 

$   373

Refractories

     --

 

     --

 

   991

  Total

$     --
=====

 

$     --
=====

 

$1,364
===

     The carrying amount of goodwill by reportable segment as of December 31, 2003 and December 31, 2002 was as follows:

 

Goodwill

(thousands of dollars)

2003

 

2002

Specialty Minerals

$  15,682

 

$  14,637

Refractories

  37,039

 

 36,654

  Total

$  52,721
======

 

$  51,291
======

     The net change in goodwill since December 31, 2002 was primarily attributable to the effect of foreign exchange.

     Financial information relating to the Company's operations by geographic area was as follows (in millions):

Net sales

2003


2002


2001 


United States

$499.9

$482.2

$442.7 

       
Canada/Latin America

72.4

68.5

63.6 

Europe/Africa

192.6

156.0

129.6 

Asia

  48.8

  46.0

  48.5 

Total International

313.8

270.5

241.7 

       
  Consolidated total net sales

$813.7
====

$752.7
====

$684.4 
==== 

     

F-26


MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Net sales and long-lived assets are attributed to countries and geographic areas based on the location of the legal entity. No individual foreign country represents more than 10% of consolidated net sales or consolidated long-lived assets.

Long-lived assets

2003


2002 


2001


United States

$402.4

$400.6

$411.1

Canada/Latin America

24.5

21.5

28.5

Europe/Africa

154.7

141.3

115.3

Asia

  37.1

  31.9

  31.4

Total International

216.3

194.7

175.2

  Consolidated total long-lived assets

$618.7
====

$595.3
====

$586.3
====

 

Note 25. Quarterly Financial Data (unaudited)

Thousands of Dollars, Except Per Share Amounts

     

Third


 

Fourth


2003 Quarters

First


Second


As Previously Reported


As
Restated


 

As Previously Reported


As
Restated


Net Sales by Product Line              
   PCC

$109,252

$106,587

$108,541

$108,541

 

$111,711

$111,711

  Processed Minerals

  28,523

  30,770

  30,564

  30,564

 

  31,201

  31,201

      Specialty Minerals Segment

137,775

137,357

139,106

139,106

 

142,912

142,912

  Refractories Segment

 63,675

 65,017

 59,128

 59,128

 

 68,773

 68,773

Consolidated net sales

201,450

202,374

198,234

198,234

 

211,685

211,685

Gross profit

49,767

49,996

47,486

47,486

 

50,745

50,745

Income before cumulative effect              
  of accounting change

14,917

14,283

24,251

12,769

 

13,202

9,684

Cumulative effect of accounting change

  3,433

         --

        --

        --

 

        --

        --

Net income

$  11,484

$  14,283

$  24,251

$  12,769

 

$  13,202

$  9,684

Earnings per share before accounting change:              
   Basic

$      0.74

$      0.71

$     1.20

$     0.63

 

$     0.65

$     0.47

  Diluted

$      0.74

$      0.70

$     1.18

$     0.62

 

$     0.64

$     0.47

Earnings per share after accounting change:              
   Basic

$      0.57

$      0.71

$     1.20

$     0.63

 

$     0.65

$     0.47

  Diluted

$      0.57

$      0.70

$     1.18

$     0.62

 

$     0.64

$     0.47

Market Price Range Per Share of Common Stock:              
   High

$    44.25

$    50.20

$    53.15

$    53.15

 

$    60.75

$    60.75

  Low

$    35.45

$    37.57

$    47.09

$    47.09

 

$    50.90

$    50.90

  Close

$    37.79

$    48.14

$    51.44

$    51.44

 

$    59.25

$    59.25

Dividends paid per common share

$    0.025

$    0.025

$    0.025

$    0.025

 

$    0.025

$    0.025

     In the fourth quarter of 2003, the Company recorded a $3.2 million writedown of impaired assets relating to the planned closure of the Company's operations in River Rouge, Michigan and the retirement of certain Synsil® product assets made obsolete by an improved manufacturing process. In addition, the Company recorded restructuring charges of $3.3 million in the fourth quarter of 2003.

 

 

F-27


 

 

MINERALS TECHNOLOGIES AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2002 Quarters

First


Second


Third


Fourth


Net Sales by Product Line        
   PCC

$102,876

$103,320

$107,562

$109,230

  Processed Minerals

21,439

24,380

24,546

26,726

      Specialty Minerals Segment

124,315

127,700

132,108

135,956

  Refractories Segment

  54,685

  59,128

  60,026

  58,762

Consolidated net sales

179,000

186,828

192,134

194,718

Gross profit

45,576

46,166

46,397

45,806

Net income

$  13,543

$  13,997

$  14,213

$  11,999

         
Earnings per share:        
   Basic

$      0.68

$      0.68

$      0.70

$      0.60

  Diluted

$      0.66

$      0.67

$      0.70

$      0.59

Market Price Range Per Share of Common Stock:        
  High

$    53.91

$    53.84

$    48.99

$    46.07

  Low

$    44.06

$    49.12

$    33.17

$    36.38

  Close

$    52.93

$    49.32

$    37.07

$    43.15

Dividends paid per common share

$    0.025

$    0.025

$    0.025

$    0.025

    In the second quarter of 2002, the Company recorded a $0.75 million write-down of impaired assets related to a satellite PCC plant at a paper mill that has ceased operations.

 

 

 

 

 

 

F-28


 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Shareholders
Minerals Technologies Inc.:

         We have audited the accompanying consolidated balance sheet of Minerals Technologies Inc. and subsidiary companies as of December 31, 2003 and 2002 and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2003. In connection with our audits of the consolidated financial statements, we also have audited the related financial statement schedule. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

         We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Minerals Technologies Inc. and subsidiary companies as of December 31, 2003 and 2002 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2003 in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

         As discussed in the notes to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" effective January 1, 2003 and Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" effective January 1, 2002.

As discussed in Note 2, the Company has restated the consolidated balance sheet as of December 31, 2003, and the related consolidated statements of income, shareholders' equity, and cash flows for the year ended December 31, 2003.

 

KPMG LLP

New York, New York
January 22, 2004 (July 28, 2004 as to Note 2)

 

F-29


 

Management's Responsibility for Financial Statements and System of Internal Control

          The consolidated financial statements and all related financial information herein are the responsibility of the Company's management. The financial statements, which include amounts based on judgments, have been prepared in accordance with accounting principles generally accepted in the United States of America. Other financial information in the annual report is consistent with that in the financial statements.

          The Company maintains a system of internal control over financial reporting, which it believes provides reasonable assurance that transactions are executed in accordance with management's authorization and are properly recorded, that assets are safeguarded, and that accountability for assets is maintained. Even an effective internal control system, no matter how well designed, has inherent limitations and, therefore, can provide only reasonable assurance with respect to financial statement preparation. The system of internal control is characterized by a control-oriented environment within the Company, which includes written policies and procedures, careful selection and training of personnel, and audits by a professional staff of internal auditors.

          The Company's independent accountants have audited and reported on the Company's consolidated financial statements. Their audits were performed in accordance with auditing standards generally accepted in the United States of America.

          The Audit Committee of the Board of Directors is composed solely of outside directors. The Audit Committee meets periodically with our independent auditors, internal auditors and management to review accounting, auditing, internal control and financial reporting matters. Recommendations made by the independent auditors and the Company's internal auditors are considered and appropriate action is taken with respect to these recommendations. Both our independent auditors and internal auditors have free access to the Audit Committee.

 

Paul R. Saueracker
Chairman of the Board, President and
Chief Executive Officer

 

John A. Sorel
Senior Vice President, Finance
and Chief Financial Officer

 

Michael A. Cipolla
Vice President, Corporate Controller
and Chief Accounting Officer

July 28, 2004

F-30


 

MINERALS TECHNOLOGIES INC. & SUBSIDIARY COMPANIES
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
(thousands of dollars)

Description

Balance at
beginning
of Period


Additions
Charged to Costs,
Provisions and

Expenses


Deductions
  (a)(b)  


Balance at
End of

Period


         

Year ended December 31, 2003

       
Valuation and qualifying accounts        
  deducted from assets to which they apply:        

Allowance for doubtful accounts

$7,079
====

$5,307
====

$(5,376)
=====

$7,010
====

         
         

Year ended December 31, 2002

       
Valuation and qualifying accounts        
  deducted from assets to which they apply:        

Allowance for doubtful accounts

$3,697
====

$6,214
====

$(2,832)
=====

$7,079
====

         
         

Year ended December 31, 2001

       
Valuation and qualifying accounts        
  deducted from assets to which they apply:        

Allowance for doubtful accounts

$2,898
====

$3,930
====

$(3,131)
=====

$3,697
====

 

(a)  Includes impact of translation of foreign currencies.
(b)  Uncollectible accounts charged against allowance for doubtful accounts, net of recoveries of $618.

 

 

 

S-1