In the ferrous casting market, the Company specializes in blending bentonite of various grades by themselves or with mineral binders containing sodium bentonite, calcium bentonite, seacoal and other ingredients. In the steel alloy casting market, the Company sells chromite products with a particle size distribution specific to customers’ needs. One of chromite’s qualities is its ability to conduct heat. The Company markets the product for use in making very large, high integrity, steel alloy castings where the chromite is better suited to withstand the high heat and pressure associated with the casting process.
The Company relies principally on its worldwide direct sales force to market its products. The direct sales force is augmented by technical service teams that are familiar with the industries to which the Company markets its products, and by several regional distributors. The Company'sCompany’s sales force works closely with the Company'sCompany’s technical service staff to solve technical and other issues faced by the Company'sCompany’s customers.
The Company depends in part on having an adequate supply of raw materials for its manufacturing operations, particularly lime and carbon dioxide for the PCCSpecialty Additives product line, and magnesia and alumina for its Refractorythe High-Temperature Technologies’ operations. We also depend on having an adequate supply of bentonite, leonardite and leonardite for our Performance Materials segment and limestone and talc for our Processed Minerals product line.limestone. Supplies of bentonite, leonardite limestone and talclimestone are provided through the Company’s own mining operations and we depend on having adequate access to ore reserves of appropriate quality at such mining operations.
The Company uses lime in the production of PCC and is a significant purchaser of lime worldwide. Generally, the lime utilized in our business is readily available from numerous sources and we purchase lime under long-term supply contracts from unaffiliated suppliers located in close geographic proximity to the Company'sCompany’s PCC plants. We also produce lime at our Adams, Massachusetts facility and our Lifford, UK facility, although most of the lime produced at our Adams facility and all of the lime produced at our Lifford facility is consumed in the production of Specialty PCC at the plant. We currently supply some quantities of lime to third parties that are in close proximity to our Adams plant and could supply small quantities of lime to certain of our PCC satellite facilities that are in close geographic proximity to the Adams plant. Carbon dioxide is readily available in exhaust gas from the host paper mills, or other operations at our merchant facilities.
In addition to bentonite and leonardite provided through our mining operations, our Performance MaterialsHigh-Temperature Technologies segment’s principal raw materials are coal, soda ash, chromite, and woven and unwoven polyester material, all of which are readily available from numerous sources.
In general, our bentonite reserves are immediately adjacent to, or within sixty miles of, one of the related processing plants. All of the properties on which our reserves are located are either physically accessible for the purposes of mining and hauling or the cost of obtaining physical access would not be material. Access to processing facilities from the mining areas is generally by private road, public highways, or railroads. For most of our leased properties and mining claims, there are multiple means of access.
The Company has ongoing exploration and development activities for all of its mineral interests with the intent to increase its proven and probable reserves.
See Item 2, “Properties,” for more information with respect to these facilities and mines.
The Company relies on shipping bulk cargos of bentonite within and from the United States, Turkey and China to customers, as well as our own subsidiaries, and we are sensitive to our ability to recover these shipping costs. In the last few years, bulk cargo shipping rates have been very volatile, and, to a lesser extent, the availability of bulk cargo containers has been sporadic.
The Company is continually engaged in efforts to develop new products and technologies and refine existing products and technologies in order to remain competitive and to position itself as a market leader. The company is a world leader in bentonite and PCC.
In the High Temperature Technologies product line, our main objective is designing products and applications based on customer’s needs. Voice of the customer has driven our achievements in developing our Scantrol® automated gunning technology. This technology combines our industry leading LACAM® laser-based refractory measurement systems and our MINSCAN® application technology with advance automation software to deliver the safest and most efficient furnace and steel ladle maintenance system in the steel industry. Our SURE-CAL® calcium metal injection technology provides the most efficient and reliable method of calcium treatment in steelmaking that enhances steel quality and productivity to our customer’s operation. Our DURACRETE® line of shotcretes and castables provide our customers with the highest performance of refractory and safety against loss of containment. The Company continues to make diligent efforts in providing the safest, highest performance and most effective solutions required to meet our customer’s needs. Our ADDITROL® greensand bond formulations are custom blend, meetsblends and meet the need of both ferrous and non-ferrous applications. The Volclay®Volclay®, Maxi-Bond®, and Panther Creek® application is used in green sand molding applications ranging from the production of iron and steel castings to the production of non-ferrous castings. The Hevi-Sand®Hevi-Sand® specialty chromite blendsand prevents metal penetration and can be used with most foundry binders in molds and cores. In addition, the Company’s RESISTEXTM and CONTINUUM® formulation enables withstanding aggressive leachates. The ORGANOCLAY® technology offers highly effective solutions in effective in removing oils, greases and other high molecular weight, low solubility organic compounds from aqueous streams. The Company's FLOURO-SORB® absorbent is a proprietary, NSF-certified product designed to globally support remediation efforts surrounding per- and polyflouroalkyl substances (PFAS). The Company will also continue to seek out promising compounds and innovative technologies, developed mainly by our internal research team, to incorporate into our product lines.
In the Specialty Minerals segment, the significant achievements of the Company's research and development efforts include: the satellite PCC plant concept; PCC crystal morphologies for paper filling and coating; FulFill® high filler technology systems; NewYield® Waste Stream Process Technology; ENVIROFIL® Waste Stream Process Technology; Thixocarb® PCC, Vicality® USP PCC, EMforce®, and Optibloc® for the Processed Minerals and Specialty PCC product lines.
The FulFill® brand High Filler Technology is a portfolio of high-filler technologies that offers papermakers a variety of efficient, flexible solutions that decreases dependency on natural fiber and reduces costs. The FulFill® E and V series allows papermakers to increase filler loading levels of precipitated calcium carbonate (PCC), which replaces higher cost pulp, and increases PCC usage. Depending on paper grades, this PCC volume increase may range from 15 to 30 percent. NewYield® Waste Stream Process Technology cost-effectively converts a problematic pulp mill waste stream into a functional pigment for filling paper, eliminating the cost of environmental disposal and remediation of certain waste streams to papermakers. The product and technology have been validated on a commercial scale in a pulping operation and papermaking system in China, with several current projects underway. ENVIROFIL® Waste Stream Process Technology cost-effectively converts a problematic de-inked sludge waste into a functional pigment for filling paper, eliminating the cost of environmental disposal and remediation.
In the Refractories segment, the Company’s achievements include the development of FASTFIRE® and OPTIFORM® shotcrete refractory products; LACAM® laser-based refractory measurement systems; and the MINSCAN® and HOTCRETE® application systems. The Company will continue to reformulate its refractory materials to be more competitive.• | In the Environmental & Infrastructure product line, applying our particle surface modification core technologies, we research and develop products, including our Bentomat® and RESISTEXTM formulations, which enable our liner technologies to withstand the full continuum of leachate chemistries, including increasingly aggressive leachates from Mining and Coal Combustion Byproduct applications. We protect the commercial building envelope from water ingress with our waterproofing products, including Voltex®, Core-Flex®, and Waterstop®, and our newest innovation for combined waterproofing and gas vapor protection membranes, Vintegra®. Additionally, our company has several water treatment technologies that we are advancing. The Crudesorb®, CrudeSep®, Hi-Flow®, MOST™, and ORGANOCLAY® technologies offer highly effective solutions for removing oils, greases and other low solubility organic compounds, solids and metals from aqueous streams. The Company’s FLUORO-SORB® adsorbent is a proprietary, patented, NSF-certified product designed to globally support remediation efforts surrounding per- and polyflouroalkyl substances (PFAS) and Perflourooctane sulfonate (PFOS). |
For the years ended December 31, 2021, 20202023, 2022 and 2019,2021, the Company spent approximately $19.5$21.2 million, $19.9$20.4 million and $20.3$19.5 million, respectively, on research and development. The Company'sCompany’s research and development spending for 2021, 20202023, 2022 and 20192021 was approximately 1.0%, 1.2% and 1.1% of net sales,for each period, respectively.
The Company maintains its primary research facilities in Bethlehem and Easton, Pennsylvania; Houston, Texas;Pennsylvania and Hoffman Estates, Illinois. It also has research and development facilities in China, England, Germany, Ireland, Japan Turkey and Turkey.additional sites in the United States. Approximately 209217 employees worldwide are engaged in research and development. In addition, the Company has access to some of the world'sworld’s most advanced papermaking and paper coating pilot facilities.
Patents and Trademarks
The Company owns or has the right to use approximately 347295 patents and approximately 1,8931,874 trademarks related to its business. Our patents expire between 20222024 and 2040. Our trademarks continue indefinitely. The Company believes that its rights under its existing patents, patent applications and trademarks are of value to its operations, but no one patent, application or trademark is material to the conduct of the Company'sCompany’s business as a whole.
Insurance
The Company maintains liability and property insurance and insurance for business interruption in the event of damage to its production facilities and certain other insurance covering risks associated with its business. The Company believes such insurance is adequate for the operation of its business. There is no assurance that in the future the Company will be able to maintain the coverage currently in place or that the premiums will not increase substantially.
Human Capital Resources
Our people are the most important part of MTI. They are the cornerstone of our operational excellence and safety-first culture, key to our ability to execute on our growth strategies, and vital to our success. Our core values — people, excellence, honesty, customer focus and accountability — guide our actions.
Workforce Demographics
As of December 31, 2021,2023, the Company employed 3,9614,027 persons globally, located in over 3430 countries. Of these, 1,867 (47%1,928 (48%) were located in North America, 901 (23%973 (24%) were located in Asia, 946 (24%) were located in Europe, 1,017 (26%) were located in Asia and 176180 (4%) were located in Latin America.
Diversity, Equity and Inclusion
As a global company, we are committed to an organizational culture that unconditionally accepts all colleagues. We believe in the power of an environment where everyone feels involved, respected, valued and connected, where everyone is free to be their authentic selves and share ideas. We believe that our culture of diversity, equity and inclusion is a competitive advantage that fuels innovation and enhances our ability to attract and retain talent. We continually strive to improve the attraction, retention, and advancement of diverse employees reflective of the communities in which we live and work. Furthermore, we place a concerted effort on the continued growth of diverse employees through various global development and training programs, mentoring programs and individual development plans. We also view diversity as key to leadership development. When selecting participants for internal development programs, we ensure that groups are balanced across a number of factors, including gender, race, ethnicity, tenure, function, geography and experience. As part of our ongoing efforts, diversity and inclusion metrics, which highlight progress and help drive accountability, are shared with our senior leaders on a quarterly basis. We also conduct annual pay equity analyses, with regard to gender globally, and race and ethnicity in the United States, to help ensure our base pay structures are fair and to identify and address potential issues or disparities. We make adjustments to base pay, where appropriate.
Compensation and Benefits
We strive to hire, develop and retain the top talent in all areas of the company. MTI’s total rewards, values and philosophy is to provide competitive total rewards that include pay and benefits consistent with the varied practices in different regions of the world. We provide an array of programs to recognize individual and team achievements, and to enable us to appropriately reward performance consistent with employee contributions. MTI has a strong commitment to pay for performance at all levels. This commitment is embodied through merit increases, incentive compensation and our variable pay plans. We offer competitive compensation to attract and retain the best people. Our benefits are designed to help employees and their families stay healthy, meet their financial goals, protect their income and help them balance their work and personal lives. These benefits include health and wellness, paid time off, employee assistance, competitive pay, tuition reimbursement, career growth opportunities, and a culture of recognition.
Focus on Safety
The health and safety of our employees is our number one core value. We are committed to the health and safety of our employees, contractors, customers, and members of the communities in which we operate. Our "safety first"“safety first” culture has been built through dedication, continuous improvement and active engagement. We continue to enhance our safety culture and our top priority is for all employees and contractors to return home in the same condition they arrived to work. While we believe zero-injuries across all our operations is attainable, we have set goals of 1.00 for Total Recordable Incident Rate (TRIR, which is the number of recordable injuries per 100 employees) and 0.10 for Lost Workday Injury Rate (LWIR, which is the number of lost workday injuries per 100 employees), and we continue to make strides to drive incidents below these levels. In 2021,2023, our TRIR was 0.740.91 and our LWIR was 0.22.0.30. This safety-first mindset helps us attract and retain top talent from around the world and drives continuous improvement in our manufacturing operations.
The COVID-19 pandemic continues to impact lives and businesses around the world. Protecting the health and safety of our employees is one of our core values. Since the onset of the pandemic, we put in place a robust series of protocols to protect our employees while ensuring the safe and efficient operations of our facilities, especially our frontline workers who continue to move and make our products during this critical time. We have remained focused on the health and safety of our employees by implementing new safety protocols in our facilities, enhanced screening at all entry points to our facilities, providing personal protective equipment and hygiene supplies, adhering to social distancing guidelines, recommended remote work, restricting travel and providing paid time off for our employees in quarantine as the result of a COVID infection and/or exposure. Employees are continuing to work from home when deemed necessary.
Operational Excellence Culture
Our Operational Excellence (OE) journey, rooted in the active engagement of our employees, began more than a decade ago when we developed a comprehensive and highly structured business system of lean principles closely integrated with safe and reliable work practices. We’ve significantly advanced OE across all aspects of our company, fostering a culture of continuous improvement where each employee recognizes the importance of applying these people-focused principles and tools to solve challenges, constantly refine our processes, identify and remove risk and waste, and deliver value to our customers. Every day, MTI employees show their engagement and apply their skills in ways that deliver measurable outcomes and create both business and social value.
Talent Management
Our people are essential to the successful delivery of the MTI strategy and to sustaining superior business performance. We believe our employees are at the core of everything we do. The work environment at MTI continually evolves to maximize the employee experience and drive high performance. We accelerate the development of our employees, strengthen our leadership capabilities, and enhance employee performance through engagement.
Our culture of training and development motivates employees at all levels of the organization to work safely and efficiently. We employ several methods to engage, train and develop employees, yielding higher levels of performance year after year. Investment in skills and acceleration of employees’ professional and personal development are essential components of our people strategy. We leverage both formal and informal programs to identify, develop and retain talent across the organization. We offer formal training options, individualized development programs, tools for 360-degree feedback, mentoring, stretch assignments and growth opportunities. Through the MTI Internship Program, we identify new talent and prepare them for success within our organization upon graduation. We also provide mentoring opportunities for rising talent to accelerate their professional development and improve our bench strength. TheAdditionally, the Chairman and Chief Executive Officer and the MTI Leadership Council meet on a quarterlysemiannual basis to review strategic succession plans including key leadership positions across the company.plans. The various internship programs, developmentabove mentioned programs and succession planning sessions demonstrate the Company’s ongoing commitment towards accelerating development of our future leaders.
Environmental, Health and Safety Matters and Government Regulation
The Company’s operations are subject to federal, state, local and foreign laws and regulations relating to the environment and health and safety. In particular, we are subject to certain requirements under the Clean Air Act. In addition, certain of the Company’s operations involve and have involved the use and release of substances that have been and are classified as toxic or hazardous within the meaning of these laws and regulations. Environmental operating permits are, or may be, required for certain of the Company’s operations and such permits are subject to modification, renewal and revocation. We are also subject to land reclamation requirements relating to our mining operations. In addition to environmental and health and safety laws and regulations, we are subject to a wide variety of other federal, state, local and foreign laws and regulations in the countries where we conduct business. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Compliance with these laws and regulations often requires the dedication of time and effort of employees, as well as financial resources. The Company believes its operations are in substantial compliance with these laws and regulations and that there are no violations that would have a material effect on the Company. Despite these compliance efforts, some risk of environmental and other damage is inherent in the Company’s operations, as it is with other companies engaged in similar businesses, and there can be no assurance that material violations will not occur in the future. In fiscal 2021,2023, compliance with the regulations applicable to us did not have a material effect on our capital expenditures, earnings, or competitive position, and the cost of compliance with these laws and regulations is not expected to have a material adverse effect on the Company in the future.
Sustainability is core to who we are and the foundation of how we operate our company. At MTI, we are focused on providing the safest workplace for our employees, creating innovative technologies tailored to our customers’ evolving demands, reducing our environmental impact, preserving natural resources and making positive contributions to our local communities — all of which are ingrained in our values. For the past 1315 years, MTI has published an annual Corporate Responsibility and Sustainability Report that describes our efforts in continuous improvement regarding our safety culture, environmental performance, social impact, new product development, and community engagement. Over the past several years, we'vewe’ve taken meaningful steps to advance our broad range of sustainability initiatives, including establishing 2025 environmental reduction targets in six focus areas: Scope 1 and Scope 2 CO2 emissions, airborne pollutants, water used, water discharged, and process waste landfilled., on an absolute basis and per ton of production for each of our focus areas. We are meeting or exceeding our targets in four of six areas.
Laws and regulations are subject to change. See Item 1A, Risk Factors, for information regarding the possible effects that compliance with new laws and regulations, including those relating to climate change, may have on our businesses and operating results.
Under the terms of certain agreements entered into in connection with the Company'sCompany’s initial public offering in 1992, Pfizer Inc. ("Pfizer"(“Pfizer”) agreed to indemnify the Company against certain liabilities being retained by Pfizer and its subsidiaries including, but not limited to, pending lawsuits and claims, and any lawsuits or claims brought at any time in the future alleging damages or injury from the use, handling of or exposure to any product sold by Pfizer'sPfizer’s specialty minerals business prior to the closing of the initial public offering.
Available Information
The Company maintains an internet website located at http://www.mineralstech.com. Its reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, as well as its Proxy Statement and filings under Section 16 of the Securities Exchange Act of 1934 are available free of charge through the Investor Relations page of its website, as soon as reasonably practicable after they are filed with, or furnished to, the Securities and Exchange Commission ("SEC"(“SEC”). Investors may access these reports through the Company'sCompany’s website by navigating to "Investor Relations"“Investors” , then to “Financials”, and then to "SEC“SEC Filings."”
Item 1A. Risk Factors
Our business faces significant risks. Set forth below are all risks that we believe are material at this time. Our business, financial condition and results of operations could be materially adversely affected by any of these risks. These risks should be read in conjunction with the other information in this Annual Report on Form 10-K.
COVID-19 Pandemic Risk
We have been and expect to continue to be adversely affected by the COVID-19 pandemic.
The COVID-19 pandemic continues to affect nearly all regions around the world. Governments around the world have taken preventative measures to contain or mitigate the COVID-19 outbreak, including travel restrictions, border closings, restrictions on public gatherings, shelter-in-place restrictions and limitations on business. This has affected, and is continuing to affect, the global economy, the United States economy and the global financial markets. The outbreak and resulting preventative measures have disrupted our operations and affected our business, and we expect this to continue. The impacts include, but are not limited to, the following:
| ● | We have experienced, and may experience in the future, temporary facility closures in response to government mandates in certain jurisdictions in which we operate. We may also be required to close certain of our facilities for the safety of our employees in response to positive diagnoses for COVID-19. Even in facilities that are not closed, we could be affected by reductions in employee availability and effectiveness, changes in operating procedures, and increased costs. |
| ● | Our customers have been, and may continue to be, affected by COVID-19 and the business slowdown caused by preventative measures, resulting in decreased demand for our products and services, delayed payments from customers and uncollectable accounts. |
| ● | We have experienced, and may experience in the future, disruptions to our supply chain, logistics, and service providers. If we are unable to secure raw materials and supplies for our facilities, our operations could be materially adversely affected. |
| ● | Significant disruption of global financial markets could have a negative impact on our ability to access capital in the future. |
We cannot predict the degree to which, or the time period that, global economic conditions and our business, sales, liquidity, financial condition and results of operations will continue to be affected by the COVID-19 pandemic and the resulting preventative measures. The extent to which we are affected will depend on future developments, including the duration of the outbreak and the significance of new variants of COVID-19, travel restrictions, business and workforce disruptions, and the effectiveness of vaccination and other actions taken to contain and treat the disease. The effects on our business, sales, liquidity, financial condition and results of operations could be material.
Industry and Market Risks
Worldwide general economic, business, and industry conditions may have an adverse effect on the Company’s results.
The globalCompany’s business and operating results are affected by worldwide and regional economic, instability caused by the COVID-19 pandemic has causedbusiness, and may continue to cause,industry conditions. In recent years, we have experienced, among other things, declining consumer and business confidence, volatile raw material prices, instability in credit markets, high unemployment, fluctuating interest and exchange rates, and other challenges in the countries in which we operate. The Company’s businessUncertainty or a deterioration in the economic conditions affecting the businesses to which, or geographic areas in which, we sell products could reduce demand for our products and operating results could be adversely affected by these global economic conditions.inflationary pressures may increase our costs. The Company’s customers and potential customers may experience deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. As discussed below, the industries we serve have in the past been adversely affected by the uncertain global economic climate due to the cyclical nature of their businesses. As a result, existing or potential customers may reduce or delay their growth and investments and their plans to purchase products, pursue inventory reduction measures, and may not be able to fulfill their obligations in a timely fashion. Further, suppliers could experience similar conditions, which could affect their ability to fulfill their obligations to the Company. We may also experience pricing pressure on products and services, or be unsuccessful in passing along to our customers an increase in our raw materials costs or energy prices, which could decrease our revenues and have an adverse effect on our financial condition and cash flows. Adversity within capital markets may also impact the Company’s results of operations by negatively affecting the amount of expense the Company records for its pension and other postretirement benefit plans. Actuarial valuations used to calculate income or expense for the plans reflect assumptions about financial market and other economic conditions – the most significant of which are the discount rate and the expected long-term rate of return on plan assets. Such actuarial valuations may change based on changes in key economic indicators. Global economic markets remain uncertain, and there can be no assurance that market conditions will improve in the near future. Future weakness in the global economy could materially and adversely affect our business and operating results.
OurA number of our customers’ businesses are cyclical or have changing regional demands. Our operations are subject to these trends, and we may not be able to mitigate these risks.
A significant portion of the sales of the High-Temperature product line of our Performance Materials segment’s salesEngineered Solutions segment are derived from the metalcasting market. The metalcasting market is dependent upon the demand for castings for automobile components, farm and construction equipment, oil and gas production equipment, power generation turbine castings, and rail car components. Many of these types of equipment are sensitive to fluctuations in demand during periods of recession or difficult economic conditions, includingconditions. This product line also serves the current conditions resulting from the COVID-19 pandemic, whichsteel industry. In recent years, global steel production has been volatile. These trends have affected and may continue to affect the demand for our Performance MaterialsEngineered Solutions segment’s products and services. We expect steel consumption to be similar to 2023 levels.
In the paper industry, which is served by our Paper PCCthe Specialty Additives product line of our Consumer & Specialties segment, production levels for uncoated freesheet within North America and Europe, our two largest markets, are projected to continue to decrease. The reduced demand for premium writing paper products has resulted in closures and conversions of millmills in both North America and Europe. We expect paper consumption to remain similar to prior year levels in both regions.
Our RefractoriesThe Environmental & Infrastructure product line of our Engineered Solutions segment primarily serves the steel industry. Global steel production has seen volatility in the market due to COVID-19. We expect steel consumption to be similar or slightly better than 2021 levels.
Our Environmental Products and Building Materials products sales are predominantly derived from the commercial construction, infrastructure and infrastructureoil & gas markets. In addition, the Specialty Additives product line of our Processed Minerals and Specialty PCC product lines areConsumer & Specialties segment is affected by the domestic residential building and construction markets, as well as the automotive market.
Demand for our products is subject to trends in these markets. During periods of economic slowdown, our customers often reduce their capital expendituresexpenditure and defer or cancel pending projects. Such developments occur even amongst customers that are not experiencing financial difficulties. In addition, these trends could cause our customers to face liquidity issues or bankruptcy, which could deteriorate the aging of our accounts receivable, increase our bad debt exposure and possibly trigger impairment of assets or realignment of our businesses. The Company has taken steps to reduce its exposure to variations in its customers'customers’ businesses, including by diversifying its portfolio of products and services;services through geographic expansion, growth in less cyclical consumer oriented markets, and by structuring most of its long-term satellite PCC contracts to provide a degree of protection against declines in the quantity of product purchased, since the price per ton of PCCour products generally rises as the number of tons purchased declines. In addition, many of the Company'sour product lines lower its customers'our customers’ costs of production or increase their productivity, which should encourage them to use itsour products. However, there can be no assurance that these efforts will mitigate the risks of our dependence on these industries. Continued weakness in the industries we serve has had, and may in the future have, an adverse effect on sales of our products and our results of operations. A continued or renewed economic downturn in one or more of the industries or geographic regions that the Company serves, or in the worldwide economy, could cause actual results of operations to differ materially from historical and expected results.
The Company operates in very competitive industries, which could adversely affect our profitability.
The Company has many competitors. Some of our principal competitors have greater financial and other resources than we have. Accordingly, these competitors may be better able to withstand economic downturns and changes in conditions within the industries in which we operate and may have significantly greater operating and financial flexibility than we do. We also face competition for some of our products from alternative products, and some of the competition we face comes from competitors in lower-cost production countries like China and India. As a result of the competitive environment in the markets in which we operate, we currently face and will continue to face pressure on the sales prices of our products from competitors, which could reduce profit margins.
The Company’s sales could be adversely affected by consolidation in customer industries, principally paper, foundry and steel.industries.
Several consolidations in the paper industry have taken place in recent years and such consolidation could continue in the future. These consolidations could result in partial or total closure of some paper mills where the Company operates PCC satellites.satellite plants. Such closures would reduce the Company'sCompany’s sales, of PCC, except to the extent that they resulted in shifting paper production and associated purchases of PCCcalcium carbonate to another location served by the Company. Similarly, consolidations have occurred in the foundry and steel industries. Such consolidations in the major industries we serve concentrate purchasing power in the hands of a smaller number of manufacturers, enabling them to increase pressure on suppliers, such as the Company. This increased pressure could have an adverse effect on the Company'sCompany’s results of operations in the future.
The Company’s sales of PCC could be adversely affected by our failure to renew or extend long termlong-term sales contracts for our satellite operations.
The Company'sCompany’s sales of PCCcalcium carbonate to paper customers are typically pursuant to long-term evergreen agreements, initially ten years in length, with paper mills where the Company operates satellite PCC plants. Sales pursuant to these contracts represent a significant portion of our worldwide Paper PCC sales which were $349.7 million in 2021, or approximately 19%the Specialty Additives product line of the Company’s net sales.Consumer & Specialties segment. The terms of many of these agreements have been extended or renewed in the past, often in connection with an expansion of the satellite plant. However, failure of a number of the Company'sCompany’s customers to renew or extend existing agreements on terms as favorable to the Company as those currently in effect, or at all, could have a substantial adverse effect on the Company'sCompany’s results of operations, and could also result in impairment of the assets associated with the PCCsatellite plant.
Financial Risks
Servicing the Company’s debt will require a significant amount of cash. This could reduce the Company’s flexibility to respond to changing business and economic conditions or fund capital expenditures or working capital needs. Our ability to generate cash depends on many factors beyond our control.
At December 31, 20212023, the Company had $1,031.1$1,020.8 million aggregate principal amount of total indebtedness (consisting primarily of $548.0$532.8 million aggregate principal amount of loans under our term facility, $400.0 million aggregate principal amount of notes and $80.0$85.0 million outstanding under our revolving credit facility) and an additional $209.4$205.6 million of borrowing capacity under the revolving credit facility (after giving effect to $10.6$9.1 million of outstanding letters of credit). Our outstanding indebtedness will require a significant amount of cash to make interest payments. Further, the interest rate on a significant portion of our borrowings under our senior secured credit facility is based on LIBORSOFR interest rates, which has resulted in and could continue to result in higher interest expense in the event of an increasecontinued increases in interest rates. Our ability to pay interest on our debt and to satisfy our other debt obligations will depend in part upon our future financial and operating performance and upon our ability to renew or refinance borrowings. Prevailing economic conditions and financial, business, competitive, regulatory and other factors, many of which are beyond our control, will affect our ability to make these payments. We cannot guarantee that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to fund our liquidity needs. If we are unable to generate sufficient cash flow to meet our debt service obligations, we will have to pursue one or more alternatives, such as reducing or delaying capital or other expenditures, refinancing debt, selling assets, or raising equity capital. Further, the requirement to make significant interest payments may reduce the Company’s flexibility to respond to changing business and economic conditions or fund capital expenditure or working capital needs and may increase the Company’s vulnerability to adverse economic conditions.
The interest rate of certain of our term loan borrowings is based on LIBOR interest rates, which is subject to change.
The interest rates on a significant portion of our borrowings under our senior secured credit facility is based on LIBOR interest rates. These rates might be subject to change based on the United Kingdom's Financial Conduct Authority's intention to phase out LIBOR. In March 2021, the ICE Benchmark Administration Limited, the administrator of LIBOR, extended the transition dates of certain LIBOR tenors to June 30, 2023, after which LIBOR reference rates will cease to be provided. Despite this deferral, the LIBOR administrator has advised that no new contracts using U.S. Dollar LIBOR should be entered into after December 31, 2021. Regulators, industry groups and certain committees, such as the Alternative Reference Rates Committee (ARRC) have, among other things, published recommended fallback language for LIBOR-linked financial instruments, identified recommended alternatives for certain LIBOR rates, such as the Secured Overnight Financing Rate (SOFR) as the recommended alternative to U.S. Dollar LIBOR, and proposed implementations of the recommended alternatives in floating rate financial instruments. It is currently unknown the extent to which these recommendations and proposals will be broadly accepted, whether they will continue to evolve, and what the effect of their implementation may be on the markets for floating-rate financial instruments. At this time, it is not possible to predict the effect that these developments or any discontinuance, modification or other reforms may have on LIBOR, other benchmarks or floating-rate debt instruments, including our floating-rate debt. If LIBOR ceases to exist prior to the maturity of our term facility, we will be required to substitute an index such as the Prime Rate or renegotiate our senior secured credit facility, and substitute an index to replace LIBOR with the new standard that is established. If we borrow under the Prime Rate, we will see increased borrowing costs until the agreements are amended or renegotiated to incorporate the new SOFR borrowing rate or another substitute index.
The agreements and instruments governing our debt contain various covenants that could significantly impact our ability to operate our business.
The agreement governing our senior secured credit facility and the indenture that governs our 5.0% Senior Notes due 2028 contain a number of significant covenants that, among other things, limit our ability to: incur or guarantee additional indebtedness, pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, issue certain preferred stock or similar equity securities, make loans and investments, sell or otherwise dispose of assets, incur liens, enter into transactions with affiliates, enter into agreements restricting our subsidiaries’ ability to pay dividends and consolidate, merge or sell all or substantially all of our assets. In addition, our revolving credit facility, if used, requires uswe are required to comply with specific financial ratios, including a maximum net leverage ratio and a minimum interest coverage ratio, under which we are required to achieve specific financial results. Our ability to comply with these provisions may be affected by events beyond our control. A breach of any of these covenants would result in a default under the applicable agreements. In the event of any default under our senior secured credit facility, our lenders could elect to declare all amounts borrowed under the credit agreement, together with accrued interest thereon, to be due and payable. In such an event, we cannot assure you that we would have sufficient assets to pay debt then outstanding under the credit agreement, the indenture governing our notes, and any other agreements governing our debt. Any future refinancing of the senior secured credit facility is likely to contain similar restrictive covenants. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us, or at all.
Technology, Development and Growth Risks
The Company’s results could be adversely affected if it is unable to effectively achieve and implement its growth initiatives.
Sales and income growth of the Company depends upon a number of uncertain events, including the outcome of the Company's strategies of increasing itsevents. Growth will depend in part on sales growth from our existing businesses and customers. The Company has a strategic growth initiative to increase penetration into geographic markets such as Brazil, India and China as well as other Asian and Eastern European countries; increasing itscountries. The Company also has a strategic growth initiative to increase penetration into productconsumer oriented markets such as the market for papercoating pigmentspet litter, personal care, and the market for groundwood paper pigments; increasing sales to existing PCC customers by increasing the amount of PCC used per ton of paper produced; developing, introducing and selling new products for the paper industry. Difficulties, delays or failure of any of these strategies could affect the future growth rate of the Company.oil purification. Our strategy also anticipates growth through future acquisitions. However, our ability to identify and consummate any future acquisitions on terms that are favorable to us may be limited by the number of attractive acquisition targets, internal demands on our resources and our ability to obtain financing. Our success in integrating newly acquired businesses will depend upon our ability to retain key personnel, avoid diversion of management’s attention from operational matters, and integrate general and administrative services. In addition, future acquisitions could result in the incurrence of additional debt, costs and contingent liabilities. Integration of acquired operations may take longer, or be more costly or disruptive to our business, than originally anticipated, and it is also possible that expected synergies from future acquisitions may not materialize. We also may incur costs and divert management attention with regard to potential acquisitions that are never consummated. Difficulties, delays or failure of any of these strategies could affect the future growth rate of the Company.
Delays or failures in new product development could adversely affect the Company’s operations.
The Company’s future business success will depend in part upon its ability to maintain and enhance its technological capabilities, to respond to changing customer needs, and to successfully anticipate or respond to technological changes on a cost-effective and timely basis. The Company is engaged in a continuous effort to develop new products and processes in all of its product lines. Difficulties, delays or failures in the development, testing, production, marketing or sale of such new products could cause actual results of operations to differ materially from our expected results.
The Company’s ability to compete is dependent upon its ability to defend its intellectual property against inappropriate disclosure, theft and infringement.
The Company'sCompany’s ability to compete is based in part upon proprietary knowledge, both patented and unpatented. The Company'sCompany’s ability to achieve anticipated results depends in part on its ability to defend its intellectual property against inappropriate disclosure and theft as well as against infringement. In addition, development by the Company'sCompany’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'sCompany’s financial condition or results of operations.
The Company’s operations could be impacted by the increased risks of doing business abroad.
The Company does business in many areas internationally. Approximately 48%47% of our sales in 20212023 were derived from outside the United States and we have significant production facilities which are located outside of the United States. We have in recent years expanded our operations in emerging markets, and we plan to continue to do so in the future, particularly in China, India, Brazil, the Middle East, and Eastern Europe. Some of our operations are located in areas that have experienced political or economic instability, including Indonesia, Malaysia, Nigeria, Egypt, Russia, Saudi Arabia, Turkey, Brazil, Thailand, China and South Africa. As the Company expands its operations overseas, it faces increased risks of doing business abroad, including inflation, fluctuation in interest rates, changes in applicable laws and regulatory requirements, export and import restrictions, tariffs, nationalization, expropriation, limits on repatriation of funds, civil unrest, terrorism, war, unstable governments and legal systems, and other factors. Further, geopolitical and terrorism threats, including armed conflict among countries, could in the future affect our business overseas, including leading to, among other things, impairment of our or our customers’ ability to conduct operations, adverse impact to our employees, and a loss of our investment. While recent geopolitical conflicts, such as between Russia and Ukraine and between Israel and Hamas, have not significantly affected our business, the broader consequences of geopolitical and terrorism threats, which may include sanctions that prohibit our ability to do business in specific countries, embargoes, supply chain disruptions, potential contractual breaches and litigation, regional instability and geopolitical shifts, cannot be predicted. We are also subject to increased risks of natural disasters, public health crises, including the occurrence of a contagious disease or illness, such as COVID-19, and other catastrophic events in such countries. Many of these risks are beyond our control and can lead to sudden, and potentially prolonged, changes in demand for our products, difficulty in enforcing agreements, and losses in the realizability of our assets. Adverse developments in any of the areas in which we do business could cause actual results to differ materially from historical and expected results. In addition, a significant portion of our raw material purchases and sales outside the United States are denominated in foreign currencies, and liabilities for non-U.S. operating expenses and income taxes are denominated in local currencies. Accordingly, reported sales, net earnings, cash flows and fair values have been and, in the future, will be affected by changes in foreign currency exchange rates. Our overall success as a global business depends, in part, upon our ability to succeed in differing legal, regulatory, economic, social and political conditions. We cannot assure you that we will implement policies and strategies that will be effective in each location where we do business.
The Company’s operations are dependent on the availability of raw materials and access to ore reserves at its mining operations. Increases in costs of raw materials, energy, or shipping could adversely affect our financial results.
The Company depends in part on having an adequate supply of raw materials for its manufacturing operations, particularly lime and carbon dioxide for the production of PCC, product line, and magnesia and alumina for its Refractoryrefractory operations. Purchase prices and availability of these critical raw materials are subject to volatility. At any given time, we may be unable to obtain an adequate supply of these critical raw materials on a timely basis, on price and other terms, or at all. While most such raw materials are readily available, the Company has purchased approximately 46%54% of its magnesia requirements from sources in China over the past five years. The price and availability of magnesia have fluctuated in the past and they may fluctuate in the future. Price increases for certain other of our raw materials, including petrochemical products, as well as increases in energy prices, have also affected our business. Our production processes consume a significant amount of energy, primarily electricity, diesel fuel, natural gas and coal. We use diesel fuel to operate our mining and processing equipment and our freight costs are heavily dependent upon fuel prices and surcharges. Energy costs also affect the cost of raw materials. On a combined basis, these factors represent a large exposure to petrochemical and energy products which may be subject to significant price fluctuations. The contracts pursuant to which we construct and operate our satellite PCC plants generally adjust pricing to reflect the pass-through of increases in costs resulting from inflation, including energy. However, there is a time lag before such price adjustments can be implemented. The Company and its customers will typically negotiate reasonable price adjustments in order to recover these escalating costs, but there can be no assurance that we will be able to recover increasing costs through such negotiations.
The Company also depends on having adequate access to ore reserves of appropriate quality at its mining operations. There are numerous uncertainties inherent in estimating ore reserves including subjective judgments and determinations that are based on available geological, technical, contract and economic information. In addition, mining permits, leases and other rights are, or may be, required for certain of the Company’s mining operations. Such permits, leases and other rights are subject to modification, renewal and revocation. Our ability to maintain such mining permits, leases and other rights has been, and may continue to be, affected by changes in laws, regulations and governmental actions, particularly in emerging markets such as Turkey and China. We cannot assure you that we will be able to maintain such mining permits, leases and other rights to the extent we currently maintain them or at all.
The Company relies on shipping bulk cargos of bentonite from the United States, Turkey and China to customers, as well as our own subsidiaries, and we are sensitive to our ability to recover these shipping costs. In the last few years, bulk cargo shipping rates have been very volatile, and, to a lesser extent, the availability of bulk cargo containers havehas been suspect. If we cannot secure our container requirements or offset additional shipping costs with price increases to customers, our profitability could be impacted. We are also subject to other shipping risks. In particular, rail service interruptions have affected our ability to ship, and the availability of rail service, and our ability to recover increased rail costs, may be beyond our control. DuringIn addition, governmental restrictions can, and during the COVID-19 pandemic did, affect our ability to ship our products has been, and may in the future be, affected by government mandates in certain jurisdictions in which we operate.
products.
Operational Risks
The Company’s subsidiaries, Barretts Minerals Inc. (“BMI”) and Barretts Ventures Texas LLC (together with BMI, “Barretts”), have filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code to address and comprehensively resolve BMI’s liabilities associated with talc. Risks and uncertainties related to this filing could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
The Company and certain of the Company’s subsidiaries are among numerous defendants in over five hundred cases seeking damages for alleged exposure to asbestos-contaminated talc products sold by the Company’s subsidiary BMI. On October 2, 2023 (the “Petition Date”), notwithstanding the Company’s confidence in the safety of BMI’s talc products, BMI and Barretts Ventures Texas LLC filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Cases”) to address and comprehensively resolve BMI’s liabilities associated with talc. Minerals Technologies Inc. and the Company’s other subsidiaries were not included in the Chapter 11 filing. BMI intends to pursue a sale of its talc assets under section 363 of the U.S. Bankruptcy Code. Proceeds of the sale will be used to fund the Chapter 11 Cases. Barretts’ ultimate goal in the Chapter 11 Cases is to confirm a plan of reorganization under Section 524(g) of the U.S. Bankruptcy Code and utilize this provision to establish a trust that will address all current and future talc-related claims. During the pendency of the Chapter 11 Cases, the Company anticipates that BMI will benefit from the operation of the automatic stay, which stays ongoing litigation in connection with talc-related claims against BMI. In addition, subject to certain exceptions, the filing or continued prosecution of all talc-related claims against BMI’s non-debtor affiliates is temporarily stayed through April 1, 2024 (subject to further extensions), the date on which a hearing is scheduled on the status of the Chapter 11 Cases. Barretts has been deconsolidated from the Company’s financial statements since the Petition Date.
Although the Chapter 11 Cases are progressing, it is not possible at this time to predict the form of any ultimate resolution or when an ultimate resolution might occur. Accordingly, the amount that will be necessary to fully and finally resolve all of BMI’s current and future talc-related claims in connection with a confirmed Chapter 11 plan of reorganization cannot be estimated at this time. Several risks and uncertainties related to Barretts’ Chapter 11 Cases could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows, including the value of Barretts, as deconsolidated, reflected in the Company’s financial statements, the ultimate amount necessary to be contributed to any trust established pursuant to Section 524(g) of the U.S. Bankruptcy Code, the potential for the Company’s talc-related exposure to extend beyond BMI arising from claims by talc plaintiffs relating to the Company’s liability for talc claims, corporate veil piercing efforts or otherwise, any final resolution of the scope of the Pfizer indemnity, the costs of the Chapter 11 Cases and the length of time necessary to resolve the cases, either through settlement or as a result of litigation arising in connection with the Chapter 11 Cases, and the possibility that Barretts will be unsuccessful in attaining relief under Chapter 11. Further, while the Company anticipates that Barretts will benefit from the operation of the automatic stay during the Chapter 11 proceedings, depending on the ultimate outcome of any of these litigation matters, the Company could in the future be required to pay significant amounts as a result of settlements or judgments, potentially in excess of liabilities accrued to date in respect of such matters. The resolution of, or recognition of additional liabilities in connection with, pending litigation could have a material adverse effect on the Company’s results of operations, cash flows and financial condition.
For a further discussion of the Chapter 11 Cases and BMI talc-related liabilities, see Note 17 to the Consolidated Financial Statements, included in this report.
The Company is subject to stringent regulation in the areas of environmental, health and safety, and tax, and may incur unanticipated costs or liabilities arising out of claims for various legal, environmental and tax matters or product stewardship issues.issues that could materially harm the Company’s results of operations, cash flows and financial condition.
The Company’s operations are subject to international, federal, state and local governmental environmental, health and safety, tax and other laws and regulations. We have expended, and may be required to expend in the future, substantial funds for compliance with such laws and regulations. In addition, future events, such as changes to or modifications of interpretations of existing laws and regulations, or enforcement polices, or further investigation or evaluation of the potential environmental impacts of operations or health hazards of certain products, may affect our mining rights or give rise to additional compliance and other costs that could have a material adverse effect on the Company. Government action taken in response to the COVID-19 pandemic, including government-imposed restrictions on the movement of people and goods, and other new legal rights and obligations, could also have an adverse effect on the Company. Further, certain of our customers are subject to various federal and international laws and regulations relating to environmental and health and safety matters, especially customers of our Energy Services business within the Environmental Products& Infrastructure product line of our Engineered Solutions segment, who are subject to drilling permits, waste water disposal and other regulations. To the extent that these laws and regulations affecting our customers change, demand for our products and services could also change and thereby affect our financial results. State, national, and international governments and agencies have been evaluating climate-related legislation and regulation that would restrict emissions of greenhouse gases in areas in which we conduct business, and some such legislation and regulation have already been enacted or adopted. Enactment of climate-related legislation or adoption of regulation that restrict emissions of greenhouse gases in areas in which we conduct business could have an adverse effect on our operations or demand for our products. Our manufacturing processes particularly the manufacturing process for PCC,our products use a significant amount of energy and, should energy prices increase as a result of such legislation or regulation, we may not be able to pass these increased costs on to purchasers of our products. We cannot predict if or when currently proposed or additional laws and regulations regarding climate change or other environmental or health and safety concerns will be enacted or adopted.
The Company is also subject to income tax laws and regulations in the United States and various foreign jurisdictions. Significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Our income tax liabilities are dependent upon the location of earnings among these different jurisdictions. Our income tax provision and income tax liabilities could be adversely affected by the jurisdictional mix of earnings, changes in valuation of deferred tax assets and liabilities and changes in tax treaties, laws and regulations.
The Company is currently a party in various litigation matters and tax and environmental proceedings and faces risks arising from various unasserted litigation matters, including but not limited to, product liability, patent infringement, antitrust claims, and claims for third partythird-party property damage or personal injury stemming from alleged environmental torts. Failuretorts, including, as discussed elsewhere in this Report, a number of cases seeking damages for alleged exposure to asbestos-contaminated talc products sold by the Company’s subsidiary Barretts Minerals Inc. Any failure to appropriately manage safety, human health, product liability and environmental risks associated with the Company’s products and production processes could adversely impact the Company’s employees and other stakeholders, the Company’s reputation, and its results of operations.operations, cash flows and financial condition. Public perception of the risks associated with the Company’s products and production processes could impact product acceptance and influence the regulatory environment in which the Company operates. While the Company has procedures and controls to manage these risks, carries liability insurance, which it believes to be appropriate to its businesses, and has provided reserves for current matters, which it believes to be adequate, anAny unanticipated liability arising out of a current matter or proceeding, or from the other risks described above, could have a material adverse effect on the Company’s financial condition or results of operations.operations, cash flows and financial condition.
Production facilities are subject to operating risks and capacity limitations that may adversely affect the Company’s financial condition or results of operations.
The Company is dependent on the continued operation of its production facilities. During the COVID-19 pandemic, our facilities have been, and may in the future be, temporarily closed in response to government mandates in certain jurisdictions in which we operate or for the safety of our employees in response to positive diagnoses for COVID-19. Production facilities are subject to hazards associated with the manufacturing, handling, storage, and transportation of chemical materials and products, including pipeline leaks and ruptures, explosions, fires, inclement weather and natural disasters, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, and environmental risks. Production facilities are also subject to governmental requirements that may, and during the Covid-19 pandemic did, affect our ability to operate. We maintain property, business interruption and casualty insurance but such insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies. Further, from time to time, we may experience capacity limitations in our manufacturing operations. In addition, if we are unable to effectively forecast our customers’ demand, it could affect our ability to successfully manage operating capacity limitations. These hazards, limitations, disruptions in supply and capacity constraints could adversely affect financial results.
Operating results for some of our segmentsbusinesses are seasonal.
Certain product lines withinof our Performance Materials segmentbusinesses are affected by seasonal weather patterns. A majority of revenues from our Energy Servicesenergy services business within the Environmental Products& Infrastructure product line of our Engineered Solutions segment is derived from the Gulf of Mexico and surrounding states, which are susceptible to hurricanes that typically occur June 1st through November 30th. Actual or threatened hurricanes can result in volatile demand for services provided by our Energy Servicesenergy services business. Our other businesses within the Environmental Products businesses and our Building Materials& Infrastructure product line within our Performance Materials segment are affected by weather patterns which determine the feasibility of construction activities. Typically, less construction activity occurs in winter months and thus this segment’s revenues tend to be greatest in the second and third quarters when weather patterns in our geographic markets are more conducive to construction activities. Our Processed MineralsAdditionally, some of the businesses within the Specialty Additives product line isof our Consumer & Specialties segment are subject to similar seasonal patterns.
Our operations have been and will continue to be subject to cyber-attacks and other disruptions to our information systems that could have a material adverse impact on our business, consolidated results of operations, and consolidated financial condition.
Our operations are becoming increasingly dependent on digital technologies and services. We use these technologies for internal purposes,activities important to our business, including data storage, processing,managing and transmissions, as well as inoperating our manufacturing operationsfacilities, communications within our company and in our interactions with customers and suppliers.suppliers, maintaining accurate financial records, protecting confidential information, complying with regulatory, financial reporting, and legal requirements, and otherwise storing, processing and transmitting our data. Increased use of remote working arrangements has only increased our reliance on these technologies. Digital technologies and services. Our business has in the past and could in the future be negatively affected by security incidents and systems disruptions. These disruptions or incidents may be caused by cyberattacks and other cyber incidents, network or power outages, software, equipment or telecommunications failures, the unintentional or malicious actions of employees or contractors, natural disasters, fires or other catastrophic events.
Cyberattacks and other cyber incidents are occurring more frequently, the techniques used to gain access to information technology systems and data, disable or degrade service or sabotage systems are constantly evolving and becoming more sophisticated in nature and are being carried out by groups and individuals with a wide range of expertise and motives. Cyberattacks and cyber incidents may be difficult to detect for periods of time and take many forms including cyber extortion, denial of service, social engineering, introduction of viruses or malware (such as ransomware), exploiting vulnerabilities in hardware, software or other infrastructure, hacking, website defacement or theft of passwords and other credentials, unauthorized use of computing resources and business email compromise. Continued geopolitical instability has heightened the risk of cyberattacks.
Like other global companies, our systems are subject to recurring attempts by third parties to access information, manipulate data or disrupt our operations, and we have experienced cyber incidents. If we do not allocate and effectively manage the risk of cyber-attacks. Ifresources necessary to continue building and maintaining our systems for protecting against cybersecurity risks prove notinformation technology infrastructure, or if we fail to be sufficient, we couldtimely identify or appropriately respond to cyberattacks or other cyber incidents, our business has been and can continue to be adversely affected by, among other things: interruption of our business operations; loss of or damage to intellectual property, proprietary or confidential information, or customer, supplier, or employee data; interruption of our business operations; and increased costs required to prevent, respond to, or mitigate cybersecurity attacks.Similar risks exist with respect to our business partners and third-party providers that we rely upon. We are subject to the risk that the activities associated with our business partners and third-party providers can adversely affect our business even if the attack or breach does not directly impact our systems or information.
In October 2020,Although the cyber incidents that we detected a ransomware attack impacting certain of our information technology systems. The risks associated with the October 2020 incident or future incidents could harm our reputation and our relationships with customers, suppliers, employees, and other third parties, and may result in claims against us. In addition, although the October 2020 incident hashave experienced to date have not had a material impacteffect on us, there can be no assurance that this incidentour business, such incidents or future incidents will notdisruptions could have a material adverse effect on us in the future. While we believe we devote significant resources to network security, disaster recovery, employee training and other measures to secure our business, consolidated resultsinformation technology systems and prevent unauthorized access to or loss of operations,data, there can be no guarantee that they will be adequate to safeguard against all cyber incidents, systems disruptions, or misuses of data. In addition, while we currently maintain insurance coverage that is intended to address costs associated with certain aspects of cyber incidents and consolidated financial condition.information systems failures, this insurance coverage may not cover all losses or all types of claims that arise from an incident, or the damage to our reputation or brands that may result from an incident.
Item 1B. Unresolved Staff Comments
None.
Risk Management and Strategy
The Company has processes, policies and procedures for identifying, assessing, managing, and responding to cybersecurity threats and incidents. These are integrated into our overall risk management systems, as overseen by our Board of Directors, primarily through the Audit Committee. Our policies and procedures include protocols for assessing potential material impact from cybersecurity threats and incidents, escalating to executive leadership and the Board of Directors, engaging external stakeholders, and reporting incidents based on applicable legal requirements. Our incident response plan provides guidance in the event of a cybersecurity incident, including processes with assigned roles and responsibilities to triage, contain, assess severity, escalate, investigate, and remediate incidents, as well as to comply with potentially applicable legal obligations and mitigate reputational damage.
We use cybersecurity technologies, products, specialized IT tools and services including cyber threat intelligence and external cyber technology experts to understand, manage, mitigate and continually remediate identified risks. A cybersecurity incident may be detected in a number of ways, including through the following avenues: Security Operations Center (SOC) events, employee reports such as helpdesk incidents, and Cybersecurity tool and service stacks (e.g., vulnerability detection, threat intelligence, anti-virus, and malware detection tools). All cybersecurity risks are logged into the Company’s cyber security risk register where they are tracked for remediation. These cybersecurity risks are discussed with management for resolution planning and escalation. We leverage recognized cybersecurity frameworks to drive strategic direction and maturity improvement and engage third party security experts for risk assessments, risk mitigation actions, vulnerability identification, and program enhancements.
We periodically test our security controls through internal and external penetration testing that covers both corporate and plant IT networks by external specialized vendors, as well as in connection with auditing of our financial systems. We also conduct regular cybersecurity tabletop exercises to test established policies and procedures for responding to cybersecurity threats and incidents. In addition, we conduct an annual independent review of our cybersecurity posture.
Throughout the year, we conduct cybersecurity training and awareness for our employees to help identify, avoid and mitigate cybersecurity threats utilizing various delivery methods such as phishing campaigns, training sessions, and informational bulletins.
We conduct risk assessments of third-party suppliers and service providers including due diligence assessments of third-party suppliers and service providers that have access to the Company’s networks, confidential information, and information systems. We provide all third-party vendors, consultants, and partners with detailed security requirements for securing their connections into our IT networks. Third parties service providers are also typically contractually responsible for identifying and remediating security issues within their technology and service environment.
Management has not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition. For more information, see “Item 1A. Risk Factors, Our operations have been and will continue to be subject to cyber-attacks that could have a material adverse impact on our business, consolidated results of operations, and consolidated financial condition”.
Governance
The Board of Directors is responsible for overseeing the assessment and management of enterprise-level risks that may impact the Company. The Audit Committee has primary responsibility for overseeing risk management, including oversight of risks from cybersecurity threats. Management reports on cybersecurity matters, including material risks and threats, to the Audit Committee at regularly scheduled Audit Committee meetings, which is then discussed with the Board of Directors. The reports discuss specific risks and mitigation efforts, including critical and high cyber risks from the risk register, the results of our annual independent review of the Company’s cybersecurity posture and other third party assessments and benchmarking information.
It is management’s responsibility to manage cybersecurity risks, as described above, and bring to the Board’s attention material risks. Under the oversight of the Audit Committee, and as directed by the Company’s Chief Executive Officer, the Company’s Chief Information Officer (CIO) is primarily responsible for the assessment and management of cybersecurity risks. The CIO, who reports to the Chief Financial Officer, is aided by a third party Chief Information Security Officer with over 40 years of experience, in addition to other external professionals. Management’s risk oversight is also accomplished through the Company’s Strategic Risk Management Committee and Operating Risk Management Committee, which provides cross-functional support for cybersecurity risk management, as well as the Company’s Chief Compliance Officer.
The Company’s corporate headquarters, sales offices, research laboratories, plants, mines and other facilities are owned by the Company except as otherwise noted. Set forth below is certain information relating to the Company’s principal plants and office and research facilities.
Location | | Facility | | Product Line | | Segment |
United States | | | | | | |
Alabama, Sandy Ridge | | Plant; Mine | | MetalcastingHigh-Temperature Technologies and specialty productsHousehold & Personal Care | | Performance MaterialsAll Segments |
Alabama, Selma | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Arizona, Phoenix | | Plant | | Pet care productsHousehold & Personal Care | | Performance MaterialsConsumer & Specialties |
Arizona, Pima County (1) | | Plant; Mine (1) | | Limestone | | Specialty MineralsAdditives | | Consumer & Specialties |
Arkansas, Ashdown | | Satellite Plant | | PCC | | Specialty MineralsAdditives | | Consumer & Specialties |
California, Lucerne Valley | | Plant; Mine | | LimestoneSpecialty Additives | | Specialty MineralsConsumer & Specialties |
Connecticut, Canaan | | Plant; Mine | | Limestone, Metallurgical Wire/CalciumSpecialty Additives, High-Temperature Technologies | | Specialty Minerals; RefractoriesAll Segments |
Georgia,Georgia. Cartersville | | Plant | | Environmental products and other building materials products& Infrastructure | | Performance Materials |
Location | | Facility | | Product Line | | SegmentEngineered Solutions |
Illinois, Belvidere | | Plant | | Metalcasting productsHigh-Temperature Technologies | | Performance MaterialsEngineered Solutions |
Illinois, Hoffman Estates (2) | | Research Laboratories; Administrative office (2) | | All Company Products | | Performance MaterialsAll Segments |
Indiana, Portage | | Plant | | Refractories/ShapesHigh-Temperature Technologies | | RefractoriesEngineered Solutions |
Indiana, Troy | | Plant | | Metalcasting productsHigh-Temperature Technologies | | Performance MaterialsEngineered Solutions |
Iowa, Shell Rock | | Plant | | Metalcasting productsHigh-Temperature Technologies | | Performance MaterialsEngineered Solutions |
Kentucky, Wickliffe | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Louisiana, Baton Rouge | | Plant | | Monolithic RefractoriesHigh-Temperature Technologies | | RefractoriesEngineered Solutions |
Louisiana, Broussard | | Administrative office | | Environmental & Infrastructure | | Engineered Solutions |
Louisiana, Lafayette | | Plant | | Household & Personal Care Products | | Performance MaterialsConsumer & Specialties |
Louisiana, New Iberia (2) | | Operations base (2) | | Environmental products& Infrastructure | | Performance MaterialsEngineered Solutions |
Massachusetts, Adams | | Plant; Mine | | Limestone, Lime, PCCSpecialty Additives | | Specialty MineralsConsumer & Specialties |
Michigan, Albion | | Plant | | Metalcasting productsHigh-Temperature Technologies | | Performance MaterialsEngineered Solutions |
Michigan, Quinnesec | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Minnesota, Cloquet | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Minnesota, International Falls | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Mississippi, Aberdeen | | Plant | | Performance additive productsSpecialty Additives and Environmental & Infrastructure | | Performance MaterialsAll Segments |
Missouri, Ste. Genevieve | | Plant | | Limestone, Lime, PCCSpecialty Additives | | Specialty Minerals |
Montana, Dillon | | Plant; Mine | | | | Specialty MineralsConsumer & Specialties |
Nebraska, Scottsbluff | | Transportation terminal | | | | Performance MaterialsEngineered Solutions |
New York, New York (2) | | Headquarters (2) | | All Company Products | | Headquarters |
New York, Ticonderoga | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
North Dakota, Gascoyne | | Plant; Mine | | MetalcastingHigh-Temperature Technologies, Environmental & Infrastructure and specialty productsHousehold & Personal Care | | Performance MaterialsAll Segments |
Ohio, Archbold | | Plant | | Metalcasting productsHigh-Temperature Technologies | | Performance MaterialsEngineered Solutions |
Ohio, Bryan | | Plant | | Monolithic RefractoriesHigh-Temperature Technologies | | RefractoriesEngineered Solutions |
Ohio, Chillicothe | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Ohio, Dover | | Plant | | Monolithic Refractories/ShapesHigh-Temperature Technologies | | RefractoriesEngineered Solutions |
Pennsylvania, Bethlehem | | Administrative Office; Research Laboratories; Sales Offices | | All Company Products | | All Segments |
Pennsylvania, Easton | | Administrative Office; Research Laboratories; Plant; Sales Offices | | All Company Products | | All Segments |
Pennsylvania, Slippery Rock | | Plant; Sales Offices | | Monolithic Refractories/ShapesHigh-Temperature Technologies | | RefractoriesEngineered Solutions |
Pennsylvania, York | | Plant | | MetalcastingHigh-Temperature Technologies and pet care productsHousehold & Personal Care | | Performance MaterialsAll Segments |
Location | | Facility | | Product Line | | Segment |
South Carolina, Eastover | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Tennessee, Chattanooga | | Plant | | Metalcasting productsHigh-Temperature Technologies | | Performance MaterialsEngineered Solutions |
Tennessee, Dyersburg | | Plant | | Pet care productsHousehold & Personal Care | | Performance MaterialsConsumer & Specialties |
Texas, Houston (2) | | Research Laboratories (2) | | Environmental products& Infrastructure | | Performance MaterialsEngineered Solutions |
Texas, Houston (2) | | Administrative Office (2) | | Environmental products& Infrastructure | | Performance MaterialsEngineered Solutions |
Texas, Bay CityWashington, Longview | | Satellite Plant | | Talc | | Specialty MineralsAdditives | | Consumer & Specialties |
Wisconsin, Neenah | | Plant | | Metalcasting productsHigh-Temperature Technologies | | Performance MaterialsEngineered Solutions |
Wisconsin, Superior | | Satellite Plant | | PCC | | Specialty MineralsAdditives | | Consumer & Specialties |
Wyoming, Colony | | Plant; Mine | | Metalcasting, pet litter, personal care, specialtyHigh-Temperature Technologies, Environmental & Infrastructure and basic minerals productsHousehold & Personal Care | | Performance MaterialsAll Segments |
Wyoming, Lovell | | Plant; Mine | | SpecialtyHigh-Temperature Technologies, Environmental & Infrastructure and pet care products; Environmental and building materials productsHousehold & Personal Care | | Performance MaterialsAll Segments |
Location | | Facility | | Product Line | | Segment |
International | | | | | | |
Australia, Perth | | Operations base (2) | | Environmental products | | Performance Materials |
| | | | | | |
Australia, Brisbane | | Sales Office/Administrative Office | | Metalcasting, specialtyHigh-Temperature Technologies and pet care productsHousehold & Personal Care | | Performance MaterialsAll Segments |
Australia, Carlingford (2) | | Sales Office (2) | | Monolithic RefractoriesHigh-Temperature Technologies | | RefractoriesEngineered Solutions |
Australia, Gurulmundi | | Plant; Mine | | Metalcasting, specialtyHigh-Temperature Technologies and pet care productsHousehold & Personal Care | | Performance MaterialsAll Segments |
Australia, Perth (2) | | Operations base | | Environmental & Infrastructure | | Engineered Solutions |
Austria, Pucking | | Sales Office/Administrative Office | | Household & Personal Care | | Consumer & Specialties |
Austria, Rottersdorf | | Plant | | Pet care productsHousehold & Personal Care | | Performance MaterialsConsumer & Specialties |
Belgium, Brussels | | Administrative Office | | Monolithic RefractoriesHigh-Temperature Technologies | | RefractoriesEngineered Solutions |
Brazil, Guaiba | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Brazil, Jacarei | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Brazil, Luiz Antonio | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Brazil, Macae (2) | | Operations base (2) | | Environmental products& Infrastructure | | Performance MaterialsEngineered Solutions |
Brazil, Mucuri | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Brazil, Sao Jose dos Campos | | Sales Office (2)/Administrative/Administrative Office | | PCCSpecialty Additives | | Consumer & Specialties |
Brazil, Suzano | | Satellite Plant | | Specialty MineralsAdditives | | Consumer & Specialties |
Canada, Brantford, Ontario | | Plant | | Pet care productsHousehold & Personal Care | | Performance MaterialsConsumer & Specialties |
Canada, Lethbridge, Alberta | | Plant | | Pet care productsHousehold & Personal Care | | Performance MaterialsConsumer & Specialties |
Canada, Mississaugua,Mississauga, Ontario | | Administrative Office | | Pet care productsHousehold & Personal Care | | Performance MaterialsConsumer & Specialties |
Canada, Pt. Claire | | Administrative Office | | PCC/Monolithic RefractoriesSpecialty Additives/High-Temperature Technologies | | All Segments |
Canada, St. Jerome, Quebec | | Satellite Plant | | Specialty Minerals; RefractoriesAdditives | | Consumer & Specialties |
Canada, Windsor, Quebec | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
China, Beihai (4) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
China, Beijing | | Sales Office/Administrative Office | | Metalcasting, specialty, fabric careHigh-Temperature Technologies and pet care productsHousehold & Personal Care | | Performance MaterialsAll Segments |
China, Chao Yang, Liaoning | | Plant; Mine | | MetalcastingHigh-Temperature Technologies and fabric care productsHousehold & Personal Care | | Performance MaterialsAll Segments |
China, Changshu | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
China, Dagang (3) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
China, Henan | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
China, Rugao | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
China, Shandong | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
China, Shanghai | | Administrative Office/Sales Office | | PCC/Monolithic RefractoriesSpecialty Additives/High-Temperature Technologies | | Specialty Minerals; Refractories |
China, Suzhou | | Plant | | Environmental and building materials products | | Performance Materials |
China, Suzhou | | Plant/Sales Office/Research Laboratories | | PCC/Monolithic Refractories | | Specialty Minerals; Refractories |
China, Tianjin | | Plant; Mine; Research Laboratories | | Metalcasting and fabric care products | | Performance Materials |
India, Bhuj | | Plant | | Environmental and building materials products | | Performance Materials |
India, Chennai | | Plant | | Metalcasting products | | Performance Materials |
India, Mumbai | | Sales Office (2)/Administrative Office | | PCC/Monolithic Refractories/ Metallurgical Wire | | Specialty Minerals; Refractories |
Indonesia, Jakarta | | Operations base (2) | | Environmental products | | Performance Materials |
Ireland, Cork | | Plant; Administrative Office (2)/ Research Laboratories | | Monolithic Refractories | | Refractories |
Italy, Brescia | | Sales Office | | Monolithic Refractories/Shapes | | Refractories |
Italy, Nave | | Plant | | Monolithic Refractories/Shapes | | Refractories |
Japan, Gamagori | | Plant/Research laboratories | | Monolithic Refractories/Shapes, Calcium | | Refractories |
Japan, Tokyo | | Sales/Administrative Office | | Monolithic Refractories | | Refractories |
Korea, Pyeongtaek | | Plant | | Environmental, building materials and other products | | Performance Materials |
Germany, Duisburg | | Plant/Sales Office/Research Laboratories | | Laser Scanning Instrumentation/ Probes/Monolithic Refractories | | RefractoriesAll Segments |
Location | | Facility | | Product Line | | Segment |
China, Shouguang (3) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
China, Suzhou | | Plant | | Environmental & Infrastructure | | Engineered Solutions |
China, Suzhou | | Plant/Sales Office/Research Laboratories | | Specialty Additives/High-Temperature Technologies | | All Segments |
China, Tianjin | | Plant; Mine; Research Laboratories | | High-Temperature Technologies and Household & Personal Care | | All Segments |
China, Yanzhou | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
China, Zhejiang (4) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
China, Zhumadian | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Finland, Äänekoski | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Finland, Tervakoski | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
France, Quimperle | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
France, Saillat Sur Vienne | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Germany, Duisburg | | Plant/Sales Office/Research Laboratories | | High-Temperature Technologies | | Engineered Solutions |
Germany, Schongau | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Netherlands, MoerdjikHengelo | | Plant/Administrative Office | | Pet Care ProductsHigh-Temperature Technologies | | Performance MaterialsEngineered Solutions |
Nigeria, Port HarcourtIndia, Ballarshah (3) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
India, Chennai | | Plant | | High-Temperature Technologies | | Engineered Solutions |
India, Dandeli | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
India, Erode | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
India, Gaganapur (3) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
India, Kala Amb | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
India, Mukstar | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
India, Mumbai (2) | | Sales Office /Administrative Office | | Specialty Additives/High-Temperature Technologies | | All Segments |
India, Lalkuan | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
India, Rajahmundry | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
India, Rayagada (3) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
India, Saila Khurd | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Indonesia, Jakarta (2) | | Operations base | | Environmental & Infrastructure | | Engineered Solutions |
Indonesia, Perawang (3) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Indonesia, Perawang 2 (3) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Ireland, Cork (2) | | Environmental productsPlant; Administrative Office/ Research Laboratories | | Performance Materials |
High-Temperature Technologies | | Engineered Solutions |
Italy, Brescia | | Sales Office | | High-Temperature Technologies | | Engineered Solutions |
South Africa, JohannesburgItaly, Nave | | Plant | | High-Temperature Technologies | | Engineered Solutions |
Japan, Gamagori | | Plant/Research laboratories | | High-Temperature Technologies | | Engineered Solutions |
Japan, Shiraoi (3) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Japan, Tokyo | | Sales/Administrative Office | | High-Temperature Technologies | | Engineered Solutions |
Malaysia, Kemaman (2) | | Operations base | | Environmental & Infrastructure | | Engineered Solutions |
Malaysia, Labuan (2) | | Operations base | | Environmental & Infrastructure | | Engineered Solutions |
Malaysia, Puchong (2) | | Sales Office/Administrative Office | | Environmental & Infrastructure | | Engineered Solutions |
Malaysia, Sipitang | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Netherlands, Moerdijk | | Plant/Administrative Office | | Household & Personal Care | | Consumer & Specialties |
Nigeria, Port Harcourt (2) | | Monolithic RefractoriesOperations base | | Refractories |
Environmental & Infrastructure | | Engineered Solutions |
Location | | Facility | | Product Line | | Segment |
Poland, Kwidzyn | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Poland, Szczytno | | Plant | | Environmental & Infrastructure | | Engineered Solutions |
Portugal, Figueira da Foz (3) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Slovakia, Bratislava | | Administrative Office; Mine | | Household & Personal Care | | Consumer & Specialties |
Slovakia, Kopernica | | Plant | | Household & Personal Care | | Consumer & Specialties |
Slovakia, Ruzomberok | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
South Africa, Johannesburg (2) | | Sales Office/Administrative Office | | High-Temperature Technologies and Specialty Additives | | All Segments |
South Africa, Merebank (3) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
South Africa, Pietermaritzburg | | Plant | | High-Temperature Technologies | | Engineered Solutions |
South Korea, Yangbuk-Myeun, Kyeung-buk | | Plant; MinePlant | | Metalcasting productsHigh-Temperature Technologies and Household & Personal Care | | Performance MaterialsAll Segments |
Spain, Santander | | Administrative Office | | Monolithic RefractoriesHigh-Temperature Technologies | | RefractoriesEngineered Solutions |
Thailand, Laemchabang | | Plant | | MetalcastingHigh-Temperature Technologies and fabric care productsHousehold & Personal Care | | Performance MaterialsAll Segments |
Thailand, Namphong | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Thailand, Tha Toom (3) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Thailand, Tha Toom 2 (3) | | Satellite Plant | | Specialty Additives | | Consumer & Specialties |
Thailand, Wangnoi | | Plant | | PetHousehold & Personal Care Products | | Performance MaterialsConsumer & Specialties |
Turkey, Enez | | Plant; Mine | | Metalcasting, specialtyHigh-Temperature Technologies, Environmental & Infrastructure and basic minerals productsHousehold & Personal Care | | Performance MaterialsAll Segments |
Turkey, Gebze | | Plant/Research Laboratories | | Monolithic Refractories/Shapes/ Application EquipmentHigh-Temperature Technologies | | RefractoriesEngineered Solutions |
Turkey, Istanbul | | Sales Office/Administrative Office | | Monolithic RefractoriesHigh-Temperature Technologies and Household & Personal Care | | RefractoriesAll Segments |
Turkey, Kutahya | | Plant | | Monolithic Refractories/ShapesHigh-Temperature Technologies | | RefractoriesEngineered Solutions |
Turkey, Unye | | Plant; Mine | | PetHousehold & Personal Care Products | | Performance MaterialsConsumer & Specialties |
Turkey, Usak | | Plant; Mine | | Specialty material productsHousehold & Personal Care | | Performance MaterialsConsumer & Specialties |
United Kingdom, Aberdeen (2) | | Operations base (2) | | Environmental products& Infrastructure | | Performance MaterialsEngineered Solutions |
United Kingdom, Birkenhead (2) | | Research Laboratories (2) | | Environmental products& Infrastructure | | Performance MaterialsEngineered Solutions |
United Kingdom, Lifford | | Plant | | PCC, LimeSpecialty Additives | | Specialty MineralsConsumer & Specialties |
United Kingdom, Rotherham | | Plant/Sales Office | | Monolithic Refractories/ShapesHigh-Temperature Technologies | | RefractoriesEngineered Solutions |
United Kingdom, Winsford | | Plant/Research Laboratories | | Household & Personal Care and High-Temperature Technologies | | All Segments |
(1) | This plant and quarry is leased to another company. |
(2) | Leased by the Company. The facilities in Cork, Ireland, are operated pursuant to a 99-year lease, the term of which commenced in 1963. The Company'sCompany’s headquarters in New York, New York, are held under a lease which expires in 2031. |
Set forth below is the location of, and the main customer served by, each of the Company's satellite PCC plants in operation or, under construction, within the Specialty Minerals segment, as of December 31, 2021. Generally, the land on which each satellite PCC plant is located is leased at a nominal amount by the Company from the host paper mill pursuant to a lease, the term of which generally runs concurrently with the term of the PCC production and sale agreement between the Company and the host paper mill.
Location(3) | These plants are owned through joint ventures. |
(4) | Principal Customer |
United States | | |
Alabama, Selma | | International Paper Company |
Arkansas, Ashdown | | Domtar Inc. |
Kentucky, Wickliffe | | Phoenix Paper Wickliffe LLC |
Michigan, Quinnesec | | Verso Paper Holdings LLC |
Minnesota, Cloquet | | Sappi Ltd. |
Minnesota, International Falls | | PCA Corporation |
New York, Ticonderoga | | Sylvamo Corporation |
Ohio, Chillicothe | | Pixelle Specialty Solutions |
South Carolina, Eastover | | Sylvamo Corporation |
Washington, Longview | | North Pacific Paper CorporationThese plants are under construction. |
Location | | Principal Customer |
International | | |
Brazil, Guaiba | | CMPC - Celulose Rio Grandense |
Brazil, Jacarei | | Munksjo Brasil Ind e Com de Papeis Especiais Ltda. |
Brazil, Luiz Antonio | | International Paper do Brasil Ltda. |
Brazil, Mucuri | | Suzano Papel e Celulose S. A. |
Brazil, Suzano | | Suzano Papel e Celulose S. A. |
Canada, St. Jerome, Quebec | | Les Entreprises Rolland Inc |
Canada, Windsor, Quebec | | Domtar Inc. |
China, Changshu | | UPM Changshu |
China, Dagang (1) | | Gold East Paper (Jiangsu) Company Ltd. |
China, Zhenjiang (1) | | Gold East Paper (Jiangsu) Company Ltd. |
China, Suzhou (1) | | Gold HuaSheng Paper Company Ltd. |
China, Henan | | Henan Jianghe Paper Co., Ltd. |
China, Shandong | | Shandong Sun Paper Industry Joint Stock Company Ltd |
China, Shouguang (1) | | Shandong Meilun Paper Corporation |
China, Yanzhou | | Yanzhou Tianzhang Paper Industry Co., LTD |
China, Zhumadian(2) | | Zhumadianshi Baiyun Paper |
Finland, Äänekoski | | Metsa Board Corporation |
Finland, Tervakoski | | Delfort |
France, Alizay | | Double A Paper Company Ltd. |
France, Quimperle | | PDM Industries |
France, Saillat Sur Vienne | | International Paper Company |
Germany, Schongau | | UPM Corporation |
India, Ballarshah (1) | | Ballarpur Industries Ltd. |
India, Dandeli | | West Coast Paper Mill Ltd. |
India, Erode (2) | | SPB |
India, Gaganapur (1) | | Ballarpur Industries Ltd. |
India, Kala Amb | | Ruchira Papers Limited |
India, Lalkuan | | Century Papers Ltd. |
India, Saila Khurd | | Kuantum Papers Ltd. |
India, Rayagada (1) | | JK Paper |
India, Mukstar | | Satia Industries Ltd. |
Indonesia, Perawang (1) | | PT Indah Kiat Pulp and Paper Corporation |
Indonesia, Perawang 2 (1) | | PT Indah Kiat Pulp and Paper Corporation |
Japan, Shiraoi (1) | | Nippon Paper Group Inc. |
Malaysia, Sipitang | | Ballarpur Industries Ltd. |
Poland, Kwidzyn | | International Paper – Kwidzyn, S.A |
Portugal, Figueira da Foz (1) | | Navigator Paper Figueira, S.A. |
Slovakia, Ruzomberok | | Mondi Business Paper SCP |
South Africa, Merebank (1) | | Mondi Paper Company Ltd. |
Thailand, Namphong | | Phoenix Pulp & Paper Public Co. Ltd. |
Thailand, Tha Toom (1) | | Double A Paper Company Ltd. |
Thailand, Tha Toom 2 (1) | | Double A Paper Company Ltd. |
(1) These plants are owned through joint ventures.
(2) This plant is under construction.
Mining Properties
In 2018,Information concerning our mining properties in this Annual Report on Form 10-K is disclosed in accordance with the SEC adopted new rules updating the disclosure requirements for companies with mining operations. The new mining disclosure rules rescind Industry Guide 7 and codify the SEC’s mining property disclosure requirements in newof subpart 1300 of Regulation S-K. The rules became applicable to disclosures by the Company on January 1, 2021.
The Company relies on access to bentonite reserves to support its Performance Materials segment.our businesses. The Company has reserves of sodium and calcium bentonite at various locations in the U.S., including Wyoming, South Dakota Montana and Alabama, as well as in Australia, China, and Turkey. Through the Company’s affiliations and joint ventures, the Company also has access to bentonite deposits in India and Mexico. The Company owns or controls the properties on which the bentonite reserves are located through long-term leases, royalty agreements (including easement and right of way agreements) and patented and unpatented mining claims. No single or group of mining claims or leases is significant or material to the financial condition or operations of our Company or our segments. The majority of our current bentonite mining in the U.S. occurs on reserves where our rights to such reserves accrue to us through over 80 mining leases and royalty agreements and 2,000 mining claims. A majority of these are with private parties and located in Montana, South Dakota and Wyoming. The bentonite deposits underlying these claims and leases generally lie in parcels of land varying between 20 and 40 acres.
In general, our assigned bentonite reserves are immediately adjacent to, or within sixty miles of, one of the related processing plants. All of the properties on which our reserves are located are either physically accessible for the purposes of mining and hauling or the cost of obtaining physical access would not be material. Access to processing facilities from the mining areas is generally by private road, public highways, or railroads. For most of our leased properties and mining claims, there are multiple means of access.
Bentonite is surface mined, generally with large earthmoving bulldozers and scrapers, and then loaded into trucks and off-highway-haul wagons for movement to processing plants. The mining and hauling of our bentonite is done by us and by independent contractors. At the processing plants, bentonite is dried, crushed and sent through grinding mills, where it is sized to customer requirements, then chemically modified, where needed, and transferred to silos for automatic bagging or bulk shipment. Most of the production is shipped as processed rather than stored for inventory.
For our Performance Materials segment, weWe also mine leonardite, a form of oxidized lignite, in North Dakota, and transport it to nearby processing facilities.
The Processed Minerals product line of our Specialty MineralsCompany’s Consumer & Specialties segment is supported by the Company'sCompany’s limestone reserves located in the western and eastern parts of the United States, and talc reserves located in Montana.States. The Company generally owns and surface mines these reserves and processes its products at nearby processing plants.
The Company also owns mineral deposits that it is not currently mining, including deposits of bentonite in Nevada and chromite in South Africa, and leases its limestone mine in Pima, Arizona to a third party.
Below is a map of our significant mines globally.
Based upon the quantitative and qualitative factors applicable, we do not consider any of our mines to be individually material to the Company'sCompany’s business or financial condition. The following provides an overview of the Company'sCompany’s most significant mining properties and operations.
Colony, Wyoming Mines
The Company'sCompany’s Colony, WY mining operations are located in the northern Black Hills in the tri-State area of South Dakota, Wyoming, and Montana, with processing facilities located in Colony, WY and Belle Fourche, SD.
The local processing facilities are supported by bentonite clay supplied from 5154 million tons of proven and probable reserves, comprised of leases (79%(73%), unpatented claims (14%(22%), and owned properties (7%(5%). The area operates under 12 mining permits covering approximately 100,000 acres, with active mining and future mineral reserves located within 35 miles of the Colony processing facilities.
The Black Hills are a northward-trending anticlinal uplift approximately 200 miles long and flank the Powder River Basin to the west and southwest, and the Williston Basin to the northeast. The bentonite clay in the Black Hills area is predominantly of the sodium type and was formed by the in-situ alteration of rhyolite volcanic ash.
Bentonite mining consists of shallow surface mining for bentonite beds located in the Mitten Black Shale, Gammon Ferruginous, Belle Fourche Shale, Green Horn Formations, Mowry, and Newcastle shales and sandstones. A back-cast method of mining is used whereby small pits are progressively opened and then quickly backfilled in succession as mining progresses along outcrops. The majority of pits are reclaimed in the same year that they were first disturbed.
Annual exploration and permitting activities target the replacement of the number of tons mined to support the long-term sustainability of local operations.
The Colony area mines are supported by 2 main processing plants located in Colony, WY. These plants produce both powder and granular products. A wet-processing facility is located near Belle Fourche, SD. All three facilities have direct access to rail.
Lovell, Wyoming Mines
The Company'sCompany’s Lovell, WY mining operations are located in the Bighorn Basin near Lovell, WY with processing facilities located 3 miles westEast of the town of Lovell. One facility produces powder and granular bentonite products; the other facility produces geosynthetic clay liners and other environmental products. Both facilities have direct access to rail.
The Lovell processing facility is supported by bentonite clay supplied from 35 million tons of proven and probable reserves, comprised of leases (12%), unpatented claims (40%(44%), and owned properties (48%(44%). The area operates under 2 mining permits covering ~30,000 acres, with active mining and future mineral reserves located within 30 miles of the Lovell processing facilities.
The Bighorn Basin is a large sedimentary basin in northwestern Wyoming. It is Laramide in age and style and trends northwest-southeast. The bentonite clay in the Bighorn Basin is predominantly of the sodium type. Mining occurs from 19 different bentonite beds occurring in 3 geologic formations – the Thermopolis shale, the Mowry shale, and the Frontier shale which were deposited during the Upper Cretaceous Period between 70 to 100 million years ago. A back-cast method of mining is used whereby small pits are progressively opened and then quickly backfilled in succession as mining progresses along outcrops. Most pits are reclaimed in the same year that they were first disturbed.
Annual exploration and permitting activities target the replacement of the number of tons mined to support the long-term sustainability of local operations.
The Lovell area mines are supported by 2 processing facilities located 3 miles East of Lovell, WY. One facility produces powder and granular bentonite products; the other facility produces geosynthetic clay liners and other environmental products. Both facilities have direct access to rail.
Ünye, Turkey Mines
The Company'sCompany’s Unye-area mines, Nadirli and Konan, are located southwest of the town of Unye, Turkey on the southern coast of the Black Sea. These mines are operated by the Company via contract mining and hauling. Both mines use conventional open-pit truck and& shovel mining methods. The properties are comprised of both government-issued mining claims and privately-owned lands. The orebodies were produced by hydrothermal alteration and generally occur as massive deposits greater than 10 meters in thickness. The bentonite ore is notable for its high brightness. Current mine life is 18 years based on 6 million tons of proven and probable reserves, with additional potential of 18 million tons of identified reserves.
Ore from the mines is transported by truck to a processing facility in the town of Unye where it is stockpiled, dried, and converted to granular products.
Dongming, China Mines
The Company'sCompany’s Dongming mines and processing facilities are located in Jianping county, Liaoning province, China. The regional bentonite occurs within the Jurassic Jingangshan and Tuhulu formations which were deposited during the Upper Jurassic Period between 135 to 144 million years ago. The thickness of the bentonite layers varies from 0.5 to 40m. The bentonite clay in the region is predominantly of the calcium type and is converted to sodium bentonite to produce the majority of products.
The Dongming mines consist of 16 small mining areas under 4 mining permits covering approximately 1,200 acres controlled by the Company. Rights to the bentonite are leased from the Chinese government and separate agreements are made with land owners for surface access and mining. Much of the bentonite supplied to the Dongming processing facility is from 3rd-party mines, with Company-controlled mines used to supplement supply and as strategic backup reserves. In most cases, supply from 3rd-party mines is directly supervised by local Company staff which assists with grading and quality control.
All mines are operated by contractors with conventional open-pit truck and& shovel mining methods. Clay from the mines is hauled by trucks to the Company'sCompany’s processing facility. The primary processing facility is located approximately 50 miles west of Chaoyang, Liaoning Province near the Dongming mines.
Adams, Massachusetts Mine
The Company'sCompany’s Adams mine and the associated processing facility is located in the town of Adams, in the Northwest corner of Massachusetts. The property consists of approximately 800 total acres, including the land thaton which the production facilities sit on.sit. Production of lime began on the site back in the 1850s and continues today with GCC, Lime and PCC production.PCC. The open-pit mine consists mainly of a mineral deposit of limestone (marble). The deposit is part of the Shelburne geological formation, which runs up and down the eastern coast of the United States.
The mined material is finely pulverized at the processing facility using a variety of crushing and milling equipment and sold as ground products, calcined into lime and is also synthesized into a participated crystals or PCC. The resulting calcium and calcium carbonate products are primarily used as food and pharmaceutical ingredients, sealant additives, high-end construction ingredients, as well as asphalt roofing shingles.
The deposit is wholly owned by the Company.
With over 150 years of mining on site by the Company and its predecessors, the resources have become reasonablyare well understood. A mine plan has been developed based on the prior mining activities and a core drilling program was completed in 2019. The reserves and resources outlined further in this document, are the product of this recent life of minelife-of-mine study.
The mine proper is unregulated by the State of Massachusetts; however, the production facility has a number of federal and state permits. The Adams location maintains a permitted solid waste landfill, required for the byproducts produced in the lime and PCC production operation. Solid waste landfills have been managed on the site for over 25 years. The latest landfill is currently being permitted and will reclaim a significant portion of the mined out quarry. The production facility is also regulated under the Title V air permit, an NPDES storm water discharge permit, solid waste pollution & reduction permit, and a number of other state and local requirements.
Canaan, Connecticut Mine
The Canaan mine and the associated processing facility isare located in the town of North Canaan, Connecticut and consists of approximately 208 total net acres. The mine is situated between Canaan Mountain to the South and Lower Road to the North. The mine is located approximately 1.0 miles south of the main processing facility.
The open-pit mine consists mainly of a mineral deposit of dolomitic limestone. The mined dolomite is finely pulverized at the processing facility using a variety of crushing and milling equipment. ThisThe resulting Ground Calcium Carbonate (GCC) is primarily used asby high-end, high volumehigh-volume construction supply markets in joint compound, floor coverings, asphalt roofing shingles and glass.
Dillon, Montana Mines
The Company's talc operations consist of two operating mines, the Regal mine and the Treasure mine, and an inactive mining property, the Smith-Dillon mine, all located in the Ruby Range mountains east of Dillon, Montana. Refining and processing plant operations are in Barretts, Beaverhead County, Montana, 8 miles south of Dillon, Montana.
In November 2020, the Company began a major stripping campaign at the Regal mine for development of the Imperial deposit. Stripping was completed by a contractor during 2021 and mining has resumed with in-house Company mining crews. Drilling programs during 2015-2018 at the Treasure mine defined new mine resources in the Treasure Island deposit. Mine exploration activities are ongoing with work at both operating mines and the inactive Smith-Dillon mine.
Ore is mined by conventional open pit mining methods with ore selectively mined and stockpiled on ore pads at the mine sites. A contract trucking company transports ore from the mines to the processing plant year-around. Both mining locations are fully supported by local power utilities with dedicated power lines to the sites.
The Company's lands, including the Regal and Treasure mines, Barretts plant site, and related properties held for exploration and development, consist of approximately 2,556 net acres, which encompasses 129 unpatented lode mining claims, appropriating approximately 2,008 net acres of Public Land, 27 patented lode claims, consisting of approximately 187 acres, 219 acres of mineral rights in split reservation, and approximately 93 acres of additional real property.
At these mines, talc mineralization is hosted in highly deformed Archean aged dolomitic marbles of the Cherry Creek group of metasedimentary rocks. Deposits are segregated into several different grades based on mineral impurities of dolomite, calcite, chlorite, graphite, and various iron oxide minerals.
Lucerne Valley, California Mines
The Company'sCompany’s Lucerne Valley operation consists of three high-purity, Calcium Carbonatecalcium carbonate surface mining leases, a processing and packaging facility, and supporting infrastructure within 7,347 acres in the town of Lucerne Valley in San Bernardino County, California.
Calcium carbonate mining onsite stretches back to the early 1950’s. The Marble Canyon and Arctic Canyon Leases are both still active, with Marble Canyon at a minimal rate of production. Furnace Canyon is in an advanced stage of reclamation. All mineral rights are owned by the Company.
Operating Statistics
The following table sets forth the tons usage for the fiscal years 2021, 20202023, 2022 and 20192021 by major mineral category.
| | 2021 | | | 2020 | | | 2019 | |
| | Tons (000s) | | | Tons (000s) | | | Tons (000s) | |
Limestone | | | | | | | | | |
Adams, MA | | | 355 | | | | 453 | | | | 475 | |
Canaan, CT | | | 522 | | | | 510 | | | | 612 | |
Lucerne Valley, CA | | | 1,250 | | | | 1,082 | | | | 1,043 | |
Pima County, AZ | | | 166 | | | | 177 | | | | 170 | |
Total Limestone | | | 2,293 | | | | 2,222 | | | | 2,300 | |
| | | | | | | | | | | | |
Talc | | | | | | | | | | | | |
Dillon, MT | | | 117 | | | | 122 | | | | 167 | |
| | | | | | | | | | | | |
Sodium Bentonite | | | | | | | | | | | | |
Australia | | | 118 | | | | 83 | | | | 97 | |
Belle/Colony, WY/SD | | | 1,177 | | | | 1,345 | | | | 1,458 | |
Lovell, WY | | | 629 | | | | 507 | | | | 647 | |
Total Sodium Bentonite | | | 1,924 | | | | 1,935 | | | | 2,202 | |
| | | | | | | | | | | | |
Calcium Bentonite | | | | | | | | | | | | |
Chao Yang, Liaoning, China | | | 507 | | | | 332 | | | | 27 | |
Nevada | | | 1 | | | | 1 | | | | 1 | |
Sandy Ridge, AL | | | 77 | | | | 40 | | | | 76 | |
Turkey, Enez | | | 196 | | | | 196 | | | | 210 | |
Turkey, Usak | | | 51 | | | | 33 | | | | 10 | |
Turkey, Unye | | | 320 | | | | 314 | | | | 215 | |
Total Calcium Bentonite | | | 1,152 | | | | 916 | | | | 539 | |
| | | | | | | | | | | | |
Leonardite | | | | | | | | | | | | |
Gascoyne, ND | | | 51 | | | | 34 | | | | 44 | |
| | | | | | | | | | | | |
GRAND TOTALS | | | 5,537 | | | | 5,229 | | | | 5,252 | |
| | 2023 | | | 2022 | | | 2021 | |
| | Tons (000s) | | | Tons (000s) | | | Tons (000s) | |
Limestone | | | | | | | | | |
Adams, MA | | | 401 | | | | 315 | | | | 355 | |
Canaan, CT | | | 641 | | | | 562 | | | | 522 | |
Lucerne Valley, CA | | | 1,267 | | | | 1,202 | | | | 1,250 | |
Pima County, AZ | | | 101 | | | | 114 | | | | 166 | |
Total Limestone | | | 2,410 | | | | 2,193 | | | | 2,293 | |
| | | | | | | | | | | | |
Sodium Bentonite | | | | | | | | | | | | |
Australia | | | 39 | | | | 69 | | | | 118 | |
Belle/Colony, WY/SD | | | 1,253 | | | | 1,109 | | | | 1,177 | |
Lovell, WY | | | 681 | | | | 629 | | | | 629 | |
Total Sodium Bentonite | | | 1,973 | | | | 1,807 | | | | 1,924 | |
| | | | | | | | | | | | |
Calcium Bentonite | | | | | | | | | | | | |
Chao Yang, Liaoning, China | | | 278 | | | | 267 | | | | 507 | |
Nevada | | | 1 | | | | 1 | | | | 1 | |
Sandy Ridge, AL | | | 96 | | | | 98 | | | | 77 | |
Slovakia, Lutila | | | 65 | | | | 52 | | | | — | |
Turkey, Enez | | | 168 | | | | 172 | | | | 196 | |
Turkey, Usak | | | 60 | | | | 62 | | | | 51 | |
Turkey, Unye | | | 368 | | | | 331 | | | | 320 | |
Total Calcium Bentonite | | | 1,036 | | | | 983 | | | | 1,152 | |
| | | | | | | | | | | | |
Leonardite | | | | | | | | | | | | |
Gascoyne, ND | | | 75 | | | | 31 | | | | 51 | |
| | | | | | | | | | | | |
GRAND TOTALS (1) | | | 5,494 | | | | 5,014 | | | | 5,420 | |
(1) | The Company also has mined, beneficiated and processed talc through its Barretts Minerals Inc. (“BMI”) subsidiary. In the fourth quarter of 2023, BMI filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code, and BMI was deconsolidated from our consolidated financial statements. See Note 17 to the consolidated financial statements. |
Proven and Probable Reserves
The following table sets forth the Company’s proven and probable reserves, as well as, the conversion factor for the conversion of in-situ materials to saleable products by major minerals category at December 31, 2021.2023.
| | | | | | | | | | | Proven and Probable Reserves (1)(2) Tons (000s) | | | | | | | | | | | Proven and Probable Reserves (1)(2) Tons (000s) | |
| | Proven Reserves (1)(2) Tons (000s) | | | Probable Reserves (1)(2) Tons (000s) | | | Conversion Factor (%) | | | Owned | | | Unpatented (3) | | | Leased | | | Proven Reserves (1)(2) Tons (000s) | | | Probable Reserves (1)(2) Tons (000s) | | | Conversion Factor (%) | | | Owned | | | Unpatented (3) | | | Leased | |
Limestone | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adams, MA | | | 7,132 | | | | 1,076 | | | | 56 | % | | | 8,208 | | | | — | | | | — | | | | 6,754 | | | | 931 | | | | 56 | % | | | 7,685 | | | | — | | | | — | |
Canaan, CT | | | 14,480 | | | | 4,268 | | | | 89 | % | | | 18,748 | | | | — | | | | — | | | | 14,533 | | | | 4,152 | | | | 97 | % | | | 18,685 | | | | — | | | | — | |
Lucerne Valley, CA | | | 31,066 | | | | 9,143 | | | | 95 | % | | | 40,209 | | | | — | | | | — | | | | 27,039 | | | | 8,348 | | | | 94 | % | | | 35,387 | | | | — | | | | — | |
Pima County, AZ | | | 7,357 | | | | — | | | | 90 | % | | | — | | | | 7,357 | | | | — | | | | 6,428 | | | | — | | | | 90 | % | | | — | | | | 6,428 | | | | — | |
Total Limestone | | | 60,035 | | | | 14,487 | | | | | | | | 67,165 | | | | 7,357 | | | | — | | | | 54,754 | | | | 13,431 | | | | | | | | 61,757 | | | | 6,428 | | | | — | |
| | | | | | | | | | | | | | | 90 | % | | | 10 | % | | | 0 | % | | | | | | | | | | | | | | | 91 | % | | | 9 | % | | | 0 | % |
Talc | | | | | | | | | | | | | | | | | | | | | | | | | |
Dillon, MT | | | 973 | | | | 541 | | | | 80 | % | | | 1,045 | | | | — | | | | 469 | | |
| | | | | | | | | | | | | | | 69 | % | | | 0 | % | | | 31 | % | | | | | | | | | | | | | | | | | | | | | | | | |
Sodium Bentonite | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Australia | | | — | | | | 945 | | | | 80 | % | | | — | | | | — | | | | 945 | | | | — | | | | 909 | | | | 80 | % | | | — | | | | — | | | | 909 | |
Belle/Colony, WY/SD | | | 32,708 | | | | 23,399 | | | | 77 | % | | | 3,044 | | | | 12,496 | | | | 40,567 | | | | 30,704 | | | | 24,105 | | | | 77 | % | | | 3,135 | | | | 11,869 | | | | 39,805 | |
Lovell, WY | | | 31,893 | | | | 2,534 | | | | 87 | % | | | 16,257 | | | | 13,996 | | | | 4,174 | | | | 30,729 | | | | 3,926 | | | | 87 | % | | | 15,242 | | | | 15,239 | | | | 4,174 | |
Other SD, WY, MT | | | 43,117 | | | | 29,714 | | | | 77 | % | | | 54,815 | | | | 15,048 | | | | 2,968 | | | | 43,117 | | | | 29,714 | | | | 77 | % | | | 54,815 | | | | 15,048 | | | | 2,968 | |
Total Sodium Bentonite | | | 107,718 | | | | 56,592 | | | | | | | | 74,116 | | | | 41,540 | | | | 48,654 | | | | 104,550 | | | | 58,654 | | | | | | | | 73,192 | | | | 42,156 | | | | 47,856 | |
| | | | | | | | | | | | | | | 45 | % | | | 25 | % | | | 30 | % | | | | | | | | | | | | | | | 45 | % | | | 26 | % | | | 29 | % |
Calcium Bentonite | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chao Yang, Liaoning, China | | | — | | | | 784 | | | | 78 | % | | | — | | | | — | | | | 784 | | | | — | | | | 379 | | | | 78 | % | | | — | | | | — | | | | 379 | |
Nevada | | | — | | | | 1,057 | | | | 75 | % | | | 1,013 | | | | 44 | | | | — | | | | — | | | | 1,055 | | | | 75 | % | | | 1,011 | | | | 44 | | | | — | |
Sandy Ridge, AL | | | 4,492 | | | | 1,841 | | | | 75 | % | | | 1,839 | | | | — | | | | 4,494 | | | | 4,396 | | | | 2,009 | | | | 75 | % | | | 1,839 | | | | — | | | | 4,566 | |
Slovakia, Lutila | | | | 4,243 | | | | 395 | | | | 84 | % | | | — | | | | — | | | | 4,638 | |
Turkey, Enez | | | 210 | | | | 1,942 | | | | 78 | % | | | — | | | | — | | | | 2,152 | | | | 626 | | | | 1,888 | | | | 78 | % | | | — | | | | — | | | | 2,514 | |
Turkey, Usak | | | 98 | | | | 731 | | | | 43 | % | | | — | | | | — | | | | 829 | | | | 463 | | | | 500 | | | | 43 | % | | | — | | | | — | | | | 963 | |
Turkey, Unye | | | 833 | | | | 5,207 | | | | 80 | % | | | — | | | | — | | | | 6,040 | | | | 257 | | | | 5,597 | | | | 80 | % | | | — | | | | — | | | | 5,854 | |
Total Calcium Bentonite | | | 5,633 | | | | 11,562 | | | | | | | | 2,852 | | | | 44 | | | | 14,299 | | | | 9,985 | | | | 11,823 | | | | | | | | 2,850 | | | | 44 | | | | 18,914 | |
| | | | | | | | | | | | | | | 17 | % | | | — | | | | 83 | % | | | | | | | | | | | | | | | 13 | % | | | — | | | | 87 | % |
Leonardite | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gascoyne, ND | | | 120 | | | | 2,237 | | | | 67 | % | | | — | | | | 2,237 | | | | 120 | | | | 120 | | | | 2,237 | | | | 67 | % | | | — | | | | 2,237 | | | | 120 | |
| | | | | | | | | | | | | | | 0 | % | | | 95 | % | | | 5 | % | | | | | | | | | | | | | | | 0 | % | | | 95 | % | | | 5 | % |
Chromite | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
South Africa | | | 2,113 | | | | 1,381 | | | | 75 | % | | | — | | | | — | | | | 3,494 | | | | 2,113 | | | | 1,001 | | | | 75 | % | | | — | | | | — | | | | 3,114 | |
| | | | | | | | | | | | | | | 0 | % | | | 0 | % | | | 100 | % | | | | | | | | | | | | | | | 0 | % | | | 0 | % | | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GRAND TOTALS | | | 176,592 | | | | 86,800 | | | | | | | | 145,178 | | | | 51,178 | | | | 67,036 | | |
GRAND TOTALS (4) | | | | 171,522 | | | | 87,146 | | | | | | | | 137,799 | | | | 50,865 | | | | 70,004 | |
| | | | | | | | | | | | | | | 55 | % | | | 19 | % | | | 26 | % | | | | | | | | | | | | | | | 53 | % | | | 20 | % | | | 27 | % |
The term "mineral reserve"“mineral reserve” represents an estimate of tonnage and grade or quality of indicated and measured mineral resources that can be the basis of an economically viable project.
The term "proven“proven mineral reserve"reserve” represents the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource.
The term "probable“probable mineral reserve"reserve” represents the economically mineable part of an indicated and, in some cases a measured mineral resource.
(2) Mineral reserves estimates were calculated and prepared by the Company's in-house technical staff.
(3) Quantity of reserves that would be owned if patent was granted.
(2) | Mineral reserves estimates were calculated and prepared by the Company’s in-house technical staff. |
(3) | Quantity of reserves that would be owned if patent was granted. |
(4) | The Company also has talc reserves through its Barretts Minerals Inc. (“BMI”) subsidiary. In the fourth quarter of 2023, BMI filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code, and BMI was deconsolidated from our consolidated financial statements. See Note 17 to the consolidated financial statements. |
Measured, Indicated and Inferred Resources
The following table sets forth the Company’s measured, indicated and inferred resources by major minerals category at December 31, 2021.2023.
| | | | | | | | | | | | | | Total Resources (1)(2) Tons (000s) | | | | | | | | | | | | | | Total Resources (1)(2) Tons (000s) | |
| | Measured Resources (1)(2) Tons (000s) | | | Indicated Resources (1)(2) Tons (000s) | | | Measured and Indicated (1)(2) Resources Tons (000s) | | | Inferred (1)(2) Resources Tons (000s) | | | Owned | | | Unpatented (3) | | | Leased | | | Measured Resources (1)(2) Tons (000s) | | | Indicated Resources (1)(2) Tons (000s) | | | Measured and Indicated (1)(2) Resources Tons (000s) | | | Inferred (1)(2) Resources Tons (000s) | | | Owned | | | Unpatented (3) | | | Leased | |
Limestone | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adams, MA | | | 12,792 | | | | 1,930 | | | | 14,722 | | | | 584 | | | | 15,306 | | | | — | | | | — | | | | 12,071 | | | | 1,664 | | | | 13,735 | | | | 579 | | | | 14,314 | | | | — | | | | — | |
Canaan, CT | | | 31,823 | | | | 25,737 | | | | 57,560 | | | | 3,674 | | | | 61,234 | | | | — | | | | — | | | | 30,647 | | | | 25,234 | | | | 55,881 | | | | 3,639 | | | | 59,520 | | | | — | | | | — | |
Lucerne Valley, CA | | | 32,077 | | | | 23,651 | | | | 55,728 | | | | 7,319 | | | | 63,047 | | | | — | | | | — | | | | 59,582 | | | | 31,562 | | | | 91,144 | | | | 7,214 | | | | 98,358 | | | | — | | | | — | |
Pima County, AZ | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,142 | | | | — | | | | 7,142 | | | | — | | | | — | | | | 7,142 | | | | — | |
Total Limestone | | | 76,692 | | | | 51,318 | | | | 128,010 | | | | 11,577 | | | | 139,587 | | | | — | | | | — | | | | 109,442 | | | | 58,460 | | | | 167,902 | | | | 11,432 | | | | 172,192 | | | | 7,142 | | | | — | |
| | | | | | | | | | | | | | | | | | | 100 | % | | | 0 | % | | | 0 | % | | | | | | | | | | | | | | | | | | | 96 | % | | | 4 | % | | | 0 | % |
Talc | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dillon, MT | | | 1,218 | | | | 676 | | | | 1,894 | | | | 1,023 | | | | 2,329 | | | | — | | | | 588 | | |
| | | | | | | | | | | | | | | | | | | 80 | % | | | 0 | % | | | 20 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sodium Bentonite | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Australia | | | — | | | | 1,231 | | | | 1,231 | | | | — | | | | — | | | | — | | | | 1,231 | | | | — | | | | 1,201 | | | | 1,201 | | | | — | | | | — | | | | — | | | | 1,201 | |
Belle/Colony, WY/SD | | | 6,359 | | | | 6,994 | | | | 13,353 | | | | 94 | | | | — | | | | 8,309 | | | | 5,138 | | | | 8,818 | | | | 6,902 | | | | 15,720 | | | | 94 | | | | 556 | | | | 8,137 | | | | 7,121 | |
Lovell, WY | | | 400 | | | | 57 | | | | 457 | | | | 3,146 | | | | 926 | | | | 2,677 | | | | — | | | | 410 | | | | 57 | | | | 467 | | | | 2,952 | | | | 1,076 | | | | 2,217 | | | | 127 | |
Other SD, WY, MT | | | 4,612 | | | | — | | | | 4,612 | | | | 11,030 | | | | — | | | | 15,642 | | | | — | | | | 4,612 | | | | — | | | | 4,612 | | | | 11,030 | | | | — | | | | 15,642 | | | | — | |
Total Sodium Bentonite | | | 11,371 | | | | 8,282 | | | | 19,653 | | | | 14,270 | | | | 926 | | | | 26,628 | | | | 6,369 | | | | 13,840 | | | | 8,160 | | | | 22,000 | | | | 14,076 | | | | 1,632 | | | | 25,996 | | | | 8,449 | |
| | | | | | | | | | | | | | | | | | | 3 | % | | | 78 | % | | | 19 | % | | | | | | | | | | | | | | | | | | | 5 | % | | | 72 | % | | | 23 | % |
Calcium Bentonite | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chao Yang, Liaoning, China | | | — | | | | 300 | | | | 300 | | | | 937 | | | | — | | | | — | | | | 1,237 | | | | — | | | | 300 | | | | 300 | | | | 687 | | | | — | | | | — | | | | 987 | |
Nevada | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Sandy Ridge, AL | | | 1,571 | | | | — | | | | 1,571 | | | | — | | | | — | | | | — | | | | 1,571 | | | | 195 | | | | — | | | | 195 | | | | — | | | | — | | | | — | | | | 195 | |
Slovakia, Lutila | | | | — | | | | 3,470 | | | | 3,470 | | | | — | | | | — | | | | — | | | | 3,470 | |
Turkey, Enez | | | 39 | | | | — | | | | 39 | | | | 1,192 | | | | — | | | | — | | | | 1,231 | | | | 350 | | | | — | | | | 350 | | | | 1,192 | | | | — | | | | — | | | | 1,542 | |
Turkey, Usak | | | — | | | | 400 | | | | 400 | | | | 1,800 | | | | — | | | | — | | | | 2,200 | | | | 450 | | | | — | | | | 450 | | | | — | | | | — | | | | — | | | | 450 | |
Turkey, Unye | | | — | | | | 1,320 | | | | 1,320 | | | | 17,000 | | | | — | | | | — | | | | 18,320 | | | | — | | | | 1,320 | | | | 1,320 | | | | 21,000 | | | | — | | | | — | | | | 22,320 | |
Total Calcium Bentonite | | | 1,610 | | | | 2,020 | | | | 3,630 | | | | 20,929 | | | | — | | | | — | | | | 24,559 | | | | 995 | | | | 5,090 | | | | 6,085 | | | | 22,879 | | | | — | | | | — | | | | 28,964 | |
| | | | | | | | | | | | | | | | | | | 0 | % | | | 0 | % | | | 100 | % | | | | | | | | | | | | | | | | | | | 0 | % | | | 0 | % | | | 100 | % |
Leonardite | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gascoyne, ND | | | 1,435 | | | | — | | | | 1,435 | | | | 790 | | | | — | | | | — | | | | 2,225 | | | | 1,435 | | | | — | | | | 1,435 | | | | 790 | | | | — | | | | — | | | | 2,225 | |
| | | | | | | | | | | | | | | | | | | 0 | % | | | 0 | % | | | 100 | % | | | | | | | | | | | | | | | | | | | 0 | % | | | 0 | % | | | 100 | % |
Chromite | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
South Africa | | | 800 | | | | 584 | | | | 1,384 | | | | 11,320 | | | | — | | | | — | | | | 12,704 | | | | 800 | | | | 584 | | | | 1,384 | | | | 7,093 | | | | — | | | | — | | | | 8,477 | |
| | | | | | | | | | | | | | | | | | | 0 | % | | | 0 | % | | | 100 | % | | | | | | | | | | | | | | | | | | | 0 | % | | | 0 | % | | | 100 | % |
Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Nevada | | | — | | | | 2,997 | | | | 2,997 | | | | 3,031 | | | | — | | | | 6,028 | | | | — | | | | — | | | | 2,997 | | | | 2,997 | | | | 3,031 | | | | — | | | | 6,028 | | | | — | |
| | | | | | | | | | | | | | | | | | | 0 | % | | | 100 | % | | | 0 | % | | | | | | | | | | | | | | | | | | | 0 | % | | | 100 | % | | | 0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GRAND TOTALS | | | 93,126 | | | | 65,877 | | | | 159,003 | | | | 62,940 | | | | 142,842 | | | | 32,656 | | | | 46,445 | | |
GRAND TOTALS (4) | | | | 126,512 | | | | 75,291 | | | | 201,803 | | | | 59,301 | | | | 173,824 | | | | 39,166 | | | | 48,115 | |
| | | | | | | | | | | | | | | | | | | 64 | % | | | 16 | % | | | 21 | % | | | | | | | | | | | | | | | | | | | 67 | % | | | 15 | % | | | 18 | % |
The term "“ mineral resource"resource” indicates a concentration or occurrence of material of economic interest in or on the Earth'sEarth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction.
The term "measured resource"“measured resource” indicates a mineral resource for which quantity and grade or quality are estimated based on conclusive geological evidence and sampling.
The term "indicated resource"“indicated resource” indicates a mineral resource for which quantity and grade or quality are estimated based on adequate geological evidence and sampling.
The term "inferred resource"“inferred resource” indicates a mineral resource for which quantity and grade or quality are estimated based on limited geological evidence and sampling.
(2) Mineral resources estimates were calculated and prepared by the Company's in-house technical staff.
(3) (2) | Mineral resources estimates were calculated and prepared by the Company’s in-house technical staff. |
(3) | Quantity of resources that would be owned if patent was granted. |
(4) | The Company also has talc reserves through its Barretts Minerals Inc. (“BMI”) subsidiary. In the fourth quarter of 2023, BMI filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code, and BMI was deconsolidated from our consolidated financial statements. See Note 17 to the consolidated financial statements. |
The estimates of total reserves and resources noted in the tables above require the Company to make certain key assumptions. These assumptions relate to consistency of deposits in relation to drilling samples obtained with respect to both quantity and quality of reserves contained therein; the ratio of overburden to mineral deposits; any environmental or social impact of mining the minerals; and profitability of extracting those minerals, including haul distance to processing plants, applicability of minerals to various end markets and selling prices within those markets, and our past experiences in the deposits, several of which we have been operating in for many decades.
The Company maintains a Mining Lead Team that develops standards and systems to ensure Company-wide use of best practices for mining and exploration practices.exploration. The Mining Lead Team ensures that the Company maintains robust controls over its exploration and resource and reserve estimation efforts. In particular, because the Company has a long history of operations at its mining operations, the Company is able to continuously validate its resource and reserve estimates by reference to actual production from each mine. During the process from exploration to final production, ore is tested a minimum of 3 times beginning with exploration drilling, again after overburden removal and finally on finished products after plant processing. In some cases when blending ore grades, an additional step of testing occurs on stockpiles after hauling from the mine but before plant processing. The quantities, qualities, and costs of grades obtained from mining and processing are reconciled to quantities, qualities, and costs from reserve estimates and mine models. To enable additional verification of reserves if needed, all exploration samples are retained until areas are mined out and reclaimed.
The Company believes that its facilities, which are of varying ages and are of different construction types, have been satisfactorily maintained, are in good condition, are suitable for the Company'sCompany’s operations and generally provide sufficient capacity to meet the Company'sCompany’s production requirements. Based on past loss experience, the Company believes it is adequately insured with respect to these assets and for liabilities likely to arise from its operations.
The Company holds numerous environmental and mineral extraction permits, water rights and other permits, licenses and approvals from governmental authorities authorizing operations at each of our mines. Permits, licenses and approvals are obtained as needed in the normal course of business based on our mine plans and applicable regulatory provisions regarding mine permitting and licensing. Based on our historical permitting experience, we expect to be able to continue to obtain necessary mining permits and approvals to support historical rates of production.
Assuming the continuation of 20212023 annualized usage rates, the Company has reserves of commercially usable sodium bentonite for the next 4846 years, commercially usable calcium bentonite for the next 1521 years and commercially usable leonardite for more than 4630 years. At current usage levels, the Company has reserves in excess of 2926 years at its limestone production facilities and in excess of 9 years at its talc production facility.facilities.
The Company has ongoing exploration and development activities for all of its mineral interests with the intent to increase its proven and probable reserves.
Item 3. Legal Proceedings
TheFrom time to time, the Company and its subsidiaries are involvedthe subject of various legal actions and claims arising in the ordinary course of their businesses. Additional information regarding legal and environmental proceedings describedis disclosed in Note 17 to the consolidated financial statements included elsewhere in this report, which disclosure is incorporated herein by reference. From time to time, the Company and its subsidiaries are also the subject of various routine legal actions and claims arising in the ordinary course of their businesses. The Company does not anticipate that the individual or aggregate liability arising out of litigation pending or claims known to be threatened against the Company and its subsidiaries will have a material adverse effect on the Company’s results of operations, cash flows or financial condition.
Item 4. Mine Safety Disclosures
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report on Form 10-K.
Information About Our Executive Officers
Set forth below are the names and ages of all Executive Officers of the Registrant indicating all positions and offices with the Registrant held by each such person, and each such person'sperson’s principal occupations or employment during the past five years.
Name | | Age | | Position |
Douglas T. Dietrich | | 5254 | | Chairman of the Board and Chief Executive Officer |
Brett ArgirakisErik C. Aldag | | 5739 | | Senior Vice President, Finance and Managing Director, Minteq International Inc.Treasury, and MTI Global Supply ChainChief Financial Officer |
Brett Argirakis | | 59 | | Group President, Engineered Solutions |
Michael A. Cipolla | | 6466 | | Vice President, Corporate Controller and Chief Accounting Officer |
Erin N. Cutler | | 3436 | | Vice President, Human Resources |
Matthew E. GarthJonathan J. Hastings | | 4761 | | Senior Vice President, FinanceStrategy and Treasury, Chief Financial OfficerM&A |
JonathanTimothy J. HastingsJordan | | 5949 | | Group President, Performance Materials |
Douglas W. Mayger | | 64 | | Senior Vice President and Head of Global Operations, Performance Materials |
Thomas J. Meek | | 64 | | Senior Vice President, General Counsel, Secretary and Chief Compliance Officer |
D.J. Monagle, III | | 5961 | | Group President, Specialty Minerals and RefractoriesConsumer & Specialties |
Douglas T. Dietrich was elected Chairman of the Board in March 2021. He has served as the Chief Executive Officer since December 2016. He joined the Company in August 2007 as Vice President, Corporate Development and Treasury, and was appointed Senior Vice President, Finance and Treasury, Chief Financial Officer effective January 2011. Prior to joining the Company, Mr. Dietrich was Vice President, Alcoa Wheel Products since 2006 and President, Alcoa Latin America Extrusions and Global Rod and Bar Products since 2002.
Erik C. Aldag was named Senior Vice President, Finance and Treasury, and Chief Financial Officer effective November 2022. Mr. Aldag joined the Company in 2017 as Director of Financial Analysis and Planning and assumed the role of Investor Relations in 2020. Mr. Aldag has led finance teams in the U.S. and internationally in companies serving both consumer and industrial markets, as Finance Director of The Chia Co., and in various positions at Alcoa Inc.
Brett Argirakis was electednamed Group President, Engineered Solutions in January 2023. Prior to that he was Senior Vice President and Managing Director, Minteq International Inc. and MTI Global Supply Chain ineffective December 2020. Prior to that, he was2020, and Vice President and Managing Director, Minteq International effective in 2016. In October 2019, he was given the2016 with additional responsibility for MTI Global Supply Chain.Chain given in October 2019. Mr. Argirakis joined the Company in 1987 and has held positions of increasing responsibility. Prior to his current position, he was Global Vice President & General Manager, Refractories effective August 2009. Prior to that, he served as Director, Marketing, Minteq Europe and as Director of Sales and Field Operations for Minteq U.S.
Michael A. Cipolla was electednamed Vice President, Corporate Controller and Chief Accounting Officer in July 2003. Prior to that, he served as Corporate Controller and Chief Accounting Officer of the Company since 1998. From 1992 to 1998 he served as Assistant Corporate Controller of the Company.
Erin N. Cutler was electednamed Vice President, Human Resources effective August 2020. Prior to that, she was Director, Talent Management, where she led major human resources initiatives including enhancing talent management and succession practices, strengthening talent acquisition efforts, and building talent development programs through the creation and deployment of internship and mentorship programs. Prior to joining the Company in July 2015, she was employed by Pratt Industries where she held multiple human resource positions of increasing responsibility.
Matthew E. Garth was elected Senior Vice President, Finance and Treasury, Chief Financial Officer effective January 2017. Mr. Garth joined the Company from Arconic Inc. (formerly Alcoa Inc.), where most recently he had been Vice President, Financial Planning & Analysis and Investor Relations since 2015. Prior to his most recent position, he was Vice President, Finance & CFO Operations-Alcoa Global Packing from 2014 to 2015; Vice President, Finance- Alcoa Global Packing from 2011 to 2014; Vice President, Finance – Alcoa North American Rolled Products from 2010 to 2011; Director, Investor Relations Alcoa Inc. from 2009 to 2010; and Director, Corporate Treasury Alcoa Inc. from 2007 to 2009.
Jonathan J. Hastings was electednamed Senior Vice President, Strategy and M&A in January 2023. Prior to that, he was Group President, Performance Materials effective June 2018. He joined the Company in September 2011 as Vice President, Corporate Development, and was appointed Senior Vice President, Corporate Development effective April 2013. Prior to joining the Company, he was Senior Director of Strategy and New Business Development – Coatings, Global at The Dow Chemical Company. Prior to that he held positions of increasing responsibility at Rohm and Haas, including Vice President & General Manager – Packaging and Building Materials – Europe.
Douglas W. MaygerTimothy J. Jordan was elected Seniornamed Vice President, General Counsel, Secretary and Head of Global Operations, Performance Materials in October 2019. Prior to that, he was Senior Vice President and Director – MTI Supply ChainChief Compliance Officer effective November 2015. Prior to that, he was Senior Vice President, Performance Minerals and Supply Chain effective June 2011. Prior to that, he was Vice President and Managing Director, Performance Minerals, effective October 2008.January 2023. He joined the Company in 2008 managing all legal aspects of the organization and providing legal support to all corporate functions, as plant managerwell as, commercial, environmental/regulatory and supply chain activities. Mr. Jordan possesses global expertise in Lucerne Valley in 2002,designing, negotiating and subsequently was Business Manager – Western Regionimplementing complex packages inclusive of joint venture, long-term manufacturing/supply, sourcing, construction, real estate and General Manager – Carbonates West, Performance Minerals. Before joiningtechnology licensing agreements. Prior to his tenure at the Company, he servedMr. Jordan specialized in cross-border transactions as Vice President of Operationsan antitrust/M&A specialist for Aggregate Industries.
Thomas J. Meek was elected Senior Vice President, General Counsel and Secretary, Chief Compliance Officer in October 2012. Mr. Meek joined the Company as Vice President, General Counsel and Secretary effective September 1, 2009. In December 2011, he was given the additional responsibility for Human Resources. Prior to joining the Company, he served as Deputy General Counsel at Alcoa Inc. Before joining Alcoa Inc. in 1999, Mr. Meek worked with Koch Industries, Inc. of Wichita, Kansas, where he held numerous supervisory positions. His last position there was Interim General Counsel. From 1985 to 1990, Mr. Meek was an Associate/Partnerlaw firms in the Wichita, Kansas law firm of McDonald, Tinker, Skaer, Quinn & Herrington, P.A.EMEA region.
D.J. Monagle III was named Group President, Specialty Minerals and RefractoriesConsumer & Specialties in March 2017.January 2023. Prior to that he was Group President, Specialty Minerals and Refractories effective March 2017 and Senior Vice President, Chief Operating Officer – Specialty Minerals Inc. and Minteq Group, effective February 2014. Prior to that, he was Senior Vice President and Managing Director, Paper PCC, effective October 2008. In November 2007, he was appointed Vice President and Managing Director – Performance Minerals. He joined the Company in January of 2003 and held positions of increasing responsibility including Senior Vice President and Managing Director, Paper PCC; Vice President and Managing Director - Performance Minerals; Vice President, Americas, Paper PCCPCC; and Global Marketing Director, Paper PCC. Before joining the Company, Mr. Monagle worked for the Paper Technology Group at Hercules between 1990 and 2003, where he held sales and marketing positions of increasing responsibility. Between 1985 and 1990, he served as an aviation officer in the U.S. Army’s 11th Armored Cavalry Regiment, leaving the service as a troop commander with a rank of Captain.
PART II
Item 5. Market for
Registrant'sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The Company'sCompany’s common stock is traded on the New York Stock Exchange under the symbol "MTX"“MTX”.
Holders
On February 4, 20225, 2024 there were approximately 182184 holders of record of the common stock.
Issuer Purchases of Equity Securities
Period | | Total Number of Shares Purchased | | | Average Price Paid Per Share | | | Total Number of Shares Purchased as Part of the Publicly Announced Program | | | Dollar Value of Shares that May Yet be Purchased Under the Program | |
October 4 - October 31 | | | — | | | $ | — | | | | 1,016,088 | | | $ | 930,890 | |
Total | | | — | | | $ | — | | | | | | | | | |
| | | | | | | | | | | | | | | | |
November 1 - November 28 | | | 66,716 | | | $ | 73.43 | | | | 66,716 | | | $ | 70,100,805 | |
November 29 - December 31 | | | 98,166 | | | $ | 70.15 | | | | 164,882 | | | $ | 63,213,974 | |
Total | | | 164,882 | | | $ | 71.48 | | | | | | | | | |
| | Total Number of Shares Purchased | | | Average Price Paid Per Share | | | Total Number of Shares Purchased as Part of the Publicly Announced Program | | | Dollar Value of Shares that May Yet be Purchased Under the Program | |
October 18 - October 29 | | | — | | | $ | — | | | | — | | | | 75,000,000 | |
October 30 - November 26 | | | 118,360 | | | $ | 59.14 | | | | 118,360 | | | | 68,000,122 | |
November 27 - December 31 | | | 109,767 | | | $ | 65.58 | | | | 228,127 | | | | 60,801,616 | |
Total | | | 228,127 | | | $ | 62.24 | | | | | | | | | |
On October 21, 2020,18, 2023, the Company'sCompany’s Board of Directors authorized the Company'sCompany’s management to repurchase, at its discretion, up to $75 million of the Company's shares over a one-year period. Over this program's one-year period, 1,016,088 shares were repurchased for $$74.1 million, or an average price of approximately $72.90 per share. This program is now complete.
On October 20, 2021, the Company's Board of Directors authorized the Company's management to repurchase, at its discretion, up to $75 million of the Company'sCompany’s shares over a one-year period. As of December 31, 2021, 164,8822023, 228,127 shares have been repurchased under this program for $11.8$14.2 million, or an average price of approximately $71.48$62.24 per share.
Performance Graph
The graph below compares Minerals Technologies Inc.'s’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the S&P 500 index, the Dow Jones US Industrials index, the S&P Midcap 400 index, the Dow Jones US Basic Materials index, and the S&P MidCap 400 Materials Sector.Sector, the S&P SmallCap 600, and the Russell 2000. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 12/31/20162018 to 12/31/2021.2023.
![graphic](https://capedge.com/proxy/10-K/0000891014-22-000009/image04.jpg)
![graphic](/files/10-K/0000891014-24-000014/image2.jpg)
| | 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | |
Minerals Technologies Inc. | | $ | 100.00 | | | $ | 112.68 | | | $ | 121.91 | | | $ | 143.93 | | | $ | 119.85 | | | $ | 141.38 | |
S&P 500 | | | 100.00 | | | | 131.49 | | | | 155.68 | | | | 200.37 | | | | 164.08 | | | | 207.21 | |
S&P Midcap 400 | | | 100.00 | | | | 126.20 | | | | 143.44 | | | | 178.95 | | | | 155.58 | | | | 181.15 | |
Dow Jones US Industrials | | | 100.00 | | | | 132.81 | | | | 156.62 | | | | 185.39 | | | | 159.35 | | | | 190.83 | |
Dow Jones US Basic Materials | | | 100.00 | | | | 119.76 | | | | 141.70 | | | | 181.07 | | | | 167.36 | | | | 185.79 | |
S&P MidCap 400 Materials Sector | | | 100.00 | | | | 120.88 | | | | 133.75 | | | | 176.85 | | | | 172.02 | | | | 200.45 | |
S&P SmallCap 600 | | | 100.00 | | | | 122.78 | | | | 136.64 | | | | 173.29 | | | | 145.39 | | | | 168.73 | |
Russell 2000 | | | 100.00 | | | | 125.52 | | | | 150.58 | | | | 172.90 | | | | 137.56 | | | | 160.85 | |
| | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | |
Minerals Technologies Inc. | | $ | 100.00 | | | $ | 89.38 | | | $ | 66.85 | | | $ | 75.32 | | | $ | 81.49 | | | $ | 96.22 | |
S&P 500 | | | 100.00 | | | | 121.83 | | | | 116.49 | | | | 153.17 | | | | 181.35 | | | | 233.41 | |
S&P Midcap 400 | | | 100.00 | | | | 116.24 | | | | 103.36 | | | | 130.44 | | | | 148.26 | | | | 184.96 | |
Dow Jones US Industrials | | | 100.00 | | | | 124.54 | | | | 110.52 | | | | 146.78 | | | | 173.09 | | | | 204.88 | |
Dow Jones US Basic Materials | | | 100.00 | | | | 125.09 | | | | 104.86 | | | | 125.58 | | | | 148.59 | | | | 189.87 | |
S&P MidCap 400 Materials Sector | | | 100.00 | | | | 121.57 | | | | 94.76 | | | | 114.66 | | | | 133.03 | | | | 177.25 | |
To better align with comparable investment opportunities, we are transitioning from the S&P 500 index, the Dow Jones US Industrials index, and the S&P Midcap 400 index to the S&P SmallCap 600 Index and Russell 2000 Index for the year ended December 31, 2023. All indices are presented, in accordance with SEC rules, which require that if a company selects a different index from that used in the immediately preceding fiscal year, the company’s stock performance must be compared against both the newly selected index and previous index in the year of change.
The graph below compares Minerals Technologies Inc.'s’s cumulative 3-year total shareholder return on common stock with the cumulative total returns of the S&P 500 index, the Dow Jones US Industrials index, the S&P Midcap 400 index, the Dow Jones US Basic Materials index, and the S&P MidCap 400 Materials Sector.Sector, the S&P SmallCap 600, and the Russell 2000. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 12/31/20182020 to 12/31/2021.2023.
![graphic](https://capedge.com/proxy/10-K/0000891014-22-000009/image05.jpg)
![graphic](/files/10-K/0000891014-24-000014/image3.jpg)
| | 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | |
Minerals Technologies Inc. | | $ | 100.00 | | | $ | 112.68 | | | $ | 121.91 | | | $ | 143.93 | | | $ | 100.00 | | | $ | 118.07 | | | $ | 98.31 | | | $ | 115.97 | |
S&P 500 | | | 100.00 | | | | 131.49 | | | | 155.68 | | | | 200.37 | | | | 100.00 | | | | 128.71 | | | | 105.40 | | | | 133.10 | |
S&P Midcap 400 | | | 100.00 | | | | 126.20 | | | | 143.44 | | | | 178.95 | | | | 100.00 | | | | 124.76 | | | | 108.47 | | | | 126.29 | |
Dow Jones US Industrials | | | 100.00 | | | | 132.81 | | | | 156.62 | | | | 185.39 | | | | 100.00 | | | | 118.37 | | | | 101.75 | | | | 121.85 | |
Dow Jones US Basic Materials | | | 100.00 | | | | 119.76 | | | | 141.70 | | | | 181.07 | | | | 100.00 | | | | 127.78 | | | | 118.11 | | | | 131.12 | |
S&P MidCap 400 Materials Sector | | | 100.00 | | | | 121.00 | | | | 140.39 | | | | 187.05 | | | | 100.00 | | | | 132.23 | | | | 128.61 | | | | 149.88 | |
S&P SmallCap 600 | | | | 100.00 | | | | 126.82 | | | | 106.40 | | | | 123.48 | |
Russell 2000 | | | | 100.00 | | | | 114.82 | | | | 91.35 | | | | 106.82 | |
To better align with comparable investment opportunities, we are transitioning from the S&P 500 index, the Dow Jones US Industrials index, and the S&P Midcap 400 index to the S&P SmallCap 600 Index and Russell 2000 Index for the year ended December 31, 2023. All indices are presented, in accordance with SEC rules, which require that if a company selects a different index from that used in the immediately preceding fiscal year, the company’s stock performance must be compared against both the newly selected index and previous index in the year of change.
The graph below compares Minerals Technologies Inc.'s’s cumulative 1-year total shareholder return on common stock with the cumulative total returns of the S&P 500 index, the Dow Jones US Industrials index, the S&P Midcap 400 index, the Dow Jones US Basic Materials index, and the S&P MidCap 400 Materials Sector.Sector, the S&P SmallCap 600, and the Russell 2000. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 12/31/20202022 to 12/31/2021.2023.
| | 2020 | | | 2021 | | | 2022 | | | 2023 | |
Minerals Technologies Inc. | | $ | 100.00 | | | $ | 118.07 | | | $ | 100.00 | | | $ | 117.96 | |
S&P 500 | | | 100.00 | | | | 128.71 | | | | 100.00 | | | | 126.29 | |
S&P Midcap 400 | | | 100.00 | | | | 124.76 | | | | 100.00 | | | | 116.44 | |
Dow Jones US Industrials | | | 100.00 | | | | 118.37 | | | | 100.00 | | | | 119.75 | |
Dow Jones US Basic Materials | | | 100.00 | | | | 127.78 | | | | 100.00 | | | | 111.01 | |
S&P MidCap 400 Materials Sector | | | 100.00 | | | | 133.24 | | | | 100.00 | | | | 116.53 | |
S&P SmallCap 600 | | | | 100.00 | | | | 116.05 | |
Russell 2000 | | | | 100.00 | | | | 116.93 | |
To better align with comparable investment opportunities, we are transitioning from the S&P 500 index, the Dow Jones US Industrials index, and the S&P Midcap 400 index to the S&P SmallCap 600 Index and Russell 2000 Index for the year ended December 31, 2023. All indices are presented, in accordance with SEC rules, which require that if a company selects a different index from that used in the immediately preceding fiscal year, the company’s stock performance must be compared against both the newly selected index and previous index in the year of change. Item 6. [Reserved]
Item 7.
Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement for “Safe Harbor” Purposes under the Private Securities Litigation Reform Act of 1995
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. This report contains statements that the Company believes may be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, particularly statements relating to the Company’s objectives, plans or goals, 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 “outlook,” “forecast,” “believes,” “expects,” “plans,” “intends,” “anticipates,” 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. Many of these risks and uncertainties are difficult to predict or are beyond the Company’s control. Consequently, no forward-looking statements can be guaranteed. Actual future results may vary materially. Significant factors affecting the expectations and forecasts are set forth under “Item 1A — Risk Factors” in this Annual Report on Form 10-K.
The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances that arise after the date hereof. Investors should refer to the Company'sCompany’s subsequent filings under the Securities Exchange Act of 1934 for further disclosures.
Executive Summary
Worldwide sales increased 17%2% in 20212023 to $1.858$2.170 billion as compared with $1.595$2.126 billion in 2020. Foreign exchange had a favorable impact on sales of $27 million or 2%.2022. Consolidated income from operations was $235.7$171.8 million, as compared with $187.9$214.8 million in the prior year. Included in income from operations for 20212023 was $4.0a $71.7 million non-cash impairment charge related to the fixed assets of the Company’s subsidiaries, Barretts Minerals Inc.’s (“BMI”) and Barretts Ventures Texas LLC (together with BMI, “Barretts”) and $29.2 million of net litigation expenses incurred in connection with BMI’s bankruptcy, and by BMI to defend against and restores its reserve for claims associated with certain talc products. In addition, the Company recorded $6.9 million of restructuring charges and $0.3 million of acquisition-related expenses and $1.1 million for restructuring and other items, net.in 2023. Included in income from operations in 20202022 was $10.432.6 million related toof litigation expenses associated with the bankruptcy of Novinda Corp,and $7.6 million for assets write-downs and severance-related costs, $3.15.1 million of acquisition-related expenses and $4.0 million in costs related to system restoration and risk mitigation following a ransomware attack on certain of the Company's information technology systems.expenses. Net income was $164.4$84.1 million in 2021,2023, as compared to $112.4$122.2 million in the prior year. The Company reported diluted earnings of $4.86$2.58 per share in 20212023 as compared with $3.29$3.73 per share in the prior year.
On October 2, 2023, notwithstanding the Company’s confidence in the safety of BMI’s talc products, Barretts filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas to address and comprehensively resolve BMI’s liabilities associated with talc. Minerals Technologies Inc. and the Company’s other subsidiaries were not included in the Chapter 11 filing. Upon this filing, BMI was deconsolidated from the Company’s consolidated financial statements.
In 2021,2023, the Company continued to execute on its key growth initiatives of geographic expansion, new product innovation and acquisitions. In the fourth quarter of 2021, the Company signed two new Paper and Packaging satellite contracts in Asia, advancing geographic expansion of our core product lines. The Company also continued to advance deliver on its strategic growth initiatives through the commercialization ofdriven by multi-year advancements in new value-added products. On July 26, 2021, the Company completed the acquisition of Normerica Inc., a leading North American supplier of premium quality cat litter. As a leaderproduct development, positioning in the pet product industry, they provide premium products, both brandedgrowth markets and private label to world-class retailersgeographies, geographic penetration and their product portfolio consists primarily of bentonite-based cat litter products. In addition, in November, we acquired the Specialty PCC assets of a company in the Midwest U.S., helping us expand our manufacturing reach and providing us a strategic logistics footprint at a key point along the Mississippi River.
Although the COVID-19 pandemic continues to impact our business operations, we experienced limited disruptions during 2021. We are taking safety measures to protect our employees and monitoring our operations and public health measures implemented by governmental authorities in response to the pandemic. COVID-19 also continues to impact the global supply chain, causing disruptions to service providers, logistics and the flow and availability of supplies and products. Despite these challenges, we were able to maintain a stable supply of raw materials to meet our production requirements.growth from acquisitions.
Our balance sheet continues to be strong. Cash, cash equivalents and short-term investments were $304.4$321.5 million as of December 31, 2021.2023. Cash flow from operations for 20212023 was $232.4$233.6 million. The Company currently has more than $500 million of available liquidity, including cash on hand, as well as availability under its revolving credit facility. We believe these factors will allow us to meet our anticipated funding requirements. Our intention is to maintain a balanced approach to capital deployment, by using cash flow for investments in growth and continued debt reduction and selective share repurchases.
reduction.
Outlook
The COVID-19 pandemic has not had a material effect on our reported results for 2021 and we do not expect it will negatively impact our business and results of operations for 2022. However, the extent to which our operations will be impacted by the pandemic will depend largely on future developments, including the severity of future outbreaks and actions by government authorities to contain it or treat its impact. These are highly uncertain and cannot be accurately predicted. Refer to Part I. Item 1A. Risk Factors for further discussion of these risks. We will continue to actively monitor and respond to the COVID-19 pandemic.
The Company will continue to focus on innovation and new product development and other opportunities for sales growth in 20222024 from its existing businesses, as follows:
Consumer & Specialties Segment
| ● | Increase our presence and market share in global pet litter products, particularly in emerging markets. |
| ● | Deploy new products in pet care such as lightweight litter. |
| ● | Increase our sales of calcium carbonate products by further penetration into filling and coating applications in the paper and packaging markets. |
| ● | Promote the Company’s expertise in crystal engineering by developing crystal morphologies that help our customers achieve functional benefits. |
| ● | Deploy new calcium carbonate products in paint, coating and packaging applications. |
| ● | Continue developing products and processes for waste management and recycling opportunities to reduce the environmental impact for our customers by reducing energy consumption and improve the sustainability of their products. |
| ● | Continue to develop innovative applications for our bleaching earth products for edible oil and biofuel industries. |
| ● | Develop new mineral-based solutions for personal care applications. |
| ● | Increase our presence and market share in globally for retinol delivery technology for personal care applications. |
| ● | Expand our bentonite product solutions for animal health applications. |
| ● | Increase our presence and market share in fabric care, particularly in emerging markets. |
Engineered Solutions Segment
| ● | Increase our presence and gain penetration of our bentonite-based foundry customers for the Metalcastingmetalcasting industry in emerging markets, such as China and India. |
| ● | Increase our presence and market share in global pet care products |
| ● | Deploy new products in pet care such as lightweight litter. |
| ● | Increase our presence and market share in Asia and in the global powdered detergent market. |
| ● | Continue the development of our proprietary Enersol® products for agricultural applications worldwide.
|
| ● | Pursue opportunities for our products in environmental and building and construction markets in the Middle East, Asia Pacific and South America regions. |
| ● | Increase our presence and market share for geosynthetic clay liners within the Environmental Products product line. |
| ● | Develop multiple high-filler technologies under the FulFill® platform of products, to increase the fill rate in freesheet paper and continue to progress with commercial discussions and full-scale paper machine trials.
|
| ● | Develop products and processes for waste management and recycling opportunities to reduce the environmental impact of the paper mill, reduce energy consumption and improve the sustainability of the papermaking process, including our NewYield® and ENVIROFIL® products.
|
| ● | Further penetration into the packaging segment of the paper industry. |
| ● | Increase our sales of PCC for paper by further penetration of the markets for paper filling at both freesheet and groundwood mills, particularly in emerging markets. |
| ● | Expand the Company's PCC coating product line using the satellite model. |
| ● | Promote the Company's expertise in crystal engineering, especially in helping papermakers customize PCC morphologies for specific paper applications. |
| ● | Expand PCC produced for paper filling applications by working with industry partners to develop new methods to increase the ratio of PCC for fiber substitutions. |
| ● | Develop unique calcium carbonate and talc products used in the manufacture of novel biopolymers, a new market opportunity. |
| ● | Deploy new talc and GCC products in paint, coating and packaging applications. |
| ● | Deploy value-added formulations of refractory materials that not only reduce costs but improve performance. |
| ● | Deploy our laser measurement technologies into new applications. |
| ● | Expand our refractory maintenance model to other steel makers globally. |
| ● | DeployContinue the development and market penetration of our FLUORO-SORB® products which address PFAS contamination in soil, groundwater, drinking water sources, landfill leachate and wastewater treatment facilities. |
| ● | Pursue opportunities for the expanded use of our products in environmental, building and construction, infrastructure and oil & gas drilling and water treatment globally. |
| ● | Increase our presence and market share for geosynthetic clay liners globally. |
All Segments
| ● | Further operational excellence principles into all aspects of the organization, including system infrastructure and lean principles. |
| ● | Continue to explore selective acquisitions to fit our core competencies in minerals and fine particle technology.our core technologies. |
However, there can be no assurance that we will achieve success in implementing any one or more of these opportunities.
Results of Operations
Consolidated Income Statement Review
| | Year Ended December 31, | | | Year Ended December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | | | 2021 vs. 2020 | | | 2020 vs. 2019 | | | 2023 | | | 2022 | | | 2021 | | | 2023 vs. 2022 | | | 2022 vs. 2021 | |
Net sales | | $ | 1,858.3 | | | $ | 1,594.8 | | | $ | 1,791.0 | | | | 16.5 | % | | | (11.0 | )% | | $ | 2,169.9 | | | $ | 2,125.5 | | | $ | 1,858.3 | | | | 2.1 | % | | | 14.4 | % |
Cost of sales | | | 1,411.8 | | | | 1,189.4 | | | | 1,350.4 | | | | 18.7 | % | | | (11.9 | )% | |
Cost of goods sold | | | | 1,662.8 | | | | 1,660.5 | | | | 1,411.8 | | | | 0.1 | % | | | 17.6 | % |
Production margin | | | 446.5 | | | | 405.4 | | | | 440.6 | | | | 10.1 | % | | | (8.0 | )% | | | 507.1 | | | | 465.0 | | | | 446.5 | | | | 9.1 | % | | | 4.1 | % |
Production margin % | | | 24.0 | % | | | 25.4 | % | | | 24.6 | % | | | | | | | | | | | 23.4 | % | | | 21.9 | % | | | 24.0 | % | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketing and administrative expenses | | | 186.2 | | | | 176.5 | | | | 187.5 | | | | 5.5 | % | | | (5.9 | )% | | | 206.0 | | | | 192.1 | | | | 186.2 | | | | 7.2 | % | | | 3.2 | % |
Research and development expenses | | | 19.5 | | | | 19.9 | | | | 20.3 | | | | (2.0 | )% | | | (2.0 | )% | | | 21.2 | | | | 20.4 | | | | 19.5 | | | | 3.9 | % | | | 4.6 | % |
Impairment of assets | | | | 71.7 | | | | — | | | | — | | | | * | | | | * | |
Acquisition-related expenses | | | 4.0 | | | | 3.1 | | | | — | | | | 29.0 | % | | | * | | | | 0.3 | | | | 5.1 | | | | 4.0 | | | | (94.1 | )% | | | 27.5 | % |
Litigation expenses | | | — | | | | 10.4 | | | | 10.9 | | | | * | | | | (4.6 | )% | |
Litigation expenses, net | | | | 29.2 | | | | 32.6 | | | | — | | | | (10.4 | )% | | | * | |
Restructuring and other items, net | | | 1.1 | | | | 7.6 | | | | 13.2 | | | | (85.5 | )% | | | (42.4 | )% | | | 6.9 | | | | — | | | | 1.1 | | | | * | | | | * | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from operations | | | 235.7 | | | | 187.9 | | | | 208.7 | | | | 25.4 | % | | | (10.0 | )% | | | 171.8 | | | | 214.8 | | | | 235.7 | | | | (20.0 | )% | | | (8.9 | )% |
Operating margin % | | | 12.7 | % | | | 11.8 | % | | | 11.7 | % | | | | | | | | | | | 7.9 | % | | | 10.1 | % | | | 12.7 | % | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | (37.2 | ) | | | (38.2 | ) | | | (43.2 | ) | | | (2.6 | )% | | | (11.6 | )% | | | (59.2 | ) | | | (43.9 | ) | | | (37.2 | ) | | | 34.9 | % | | | 18.0 | % |
Debt extinguishment expenses | | | | — | | | | (6.9 | ) | | | — | | | | * | | | | * | |
Non-cash pension settlement charge | | | (1.8 | ) | | | (6.4 | ) | | | — | | | | (71.9 | )% | | | * | | | | — | | | | (3.5 | ) | | | (1.8 | ) | | | * | | | | 94.4 | % |
Other non-operating income (deductions), net | | | 5.6 | | | | (5.3 | ) | | | (8.2 | ) | | | * | | | | (35.4 | )% | | | (4.9 | ) | | | (3.8 | ) | | | 5.6 | | | | 28.9 | % | | | * | |
Total non-operating deductions, net | | | (33.4 | ) | | | (49.9 | ) | | | (51.4 | ) | | | (33.1 | )% | | | (2.9 | )% | | | (64.1 | ) | | | (58.1 | ) | | | (33.4 | ) | | | 10.3 | % | | | 74.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from operations before tax and equity in earnings | | | 202.3 | | | | 138.0 | | | | 157.3 | | | | 46.6 | % | | | (12.3 | )% | |
Income before tax and equity in earnings | | | | 107.7 | | | | 156.7 | | | | 202.3 | | | | (31.3 | )% | | | (22.5 | )% |
Provision for taxes on income | | | 36.6 | | | | 24.4 | | | | 22.8 | | | | 50.0 | % | | | 7.0 | % | | | 23.7 | | | | 32.1 | | | | 36.6 | | | | (26.2 | )% | | | (12.3 | )% |
Effective tax rate | | | 18.1 | % | | | 17.7 | % | | | 14.5 | % | | | | | | | | | | | 22.0 | % | | | 20.5 | % | | | 18.1 | % | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity in earnings of affiliates, net of tax | | | 2.8 | | | | 2.2 | | | | 1.9 | | | | 27.3 | % | | | 15.8 | % | | | 4.3 | | | | 1.7 | | | | 2.8 | | | | 152.9 | % | | | (39.3 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated net income | | | 168.5 | | | | 115.8 | | | | 136.4 | | | | 45.5 | % | | | (15.1 | )% | | | 88.3 | | | | 126.3 | | | | 168.5 | | | | (30.1 | )% | | | (25.0 | )% |
Less: Net income attributable to non-controlling interests | | | 4.1 | | | | 3.4 | | | | 3.7 | | | | 20.6 | % | | | (8.1 | )% | | | 4.2 | | | | 4.1 | | | | 4.1 | | | | 2.4 | % | | | 0.0 | % |
Net income attributable to Minerals Technologies Inc. (MTI) | | $ | 164.4 | | | $ | 112.4 | | | $ | 132.7 | | | | 46.3 | % | | | (15.3 | )% | | $ | 84.1 | | | $ | 122.2 | | | $ | 164.4 | | | | (31.2 | )% | | | (25.7 | )% |
* Not meaningful
Net Sales
| | Year Ended December 31, | | | Year Ended December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | | | 2021 vs. 2020 | | | 2020 vs. 2019 | | | 2023 | | | 2022 | | | 2021 | | | 2023 vs. 2022 | | | 2022 vs. 2021 | |
U.S. | | $ | 959.6 | | | $ | 822.5 | | | $ | 962.4 | | | | 16.7 | % | | | (14.5 | )% | | $ | 1,144.0 | | | $ | 1,135.6 | | | $ | 959.6 | | | | 0.7 | % | | | 18.3 | % |
International | | | 898.7 | | | | 772.3 | | | | 828.6 | | | | 16.4 | % | | | (6.8 | )% | | | 1,025.9 | | | | 989.9 | | | | 898.7 | | | | 3.6 | % | | | 10.1 | % |
Total sales | | $ | 1,858.3 | | | $ | 1,594.8 | | | $ | 1,791.0 | | | | 16.5 | % | | | (11.0 | )% | | $ | 2,169.9 | | | $ | 2,125.5 | | | $ | 1,858.3 | | | | 2.1 | % | | | 14.4 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Materials Segment | | $ | 976.0 | | | $ | 825.8 | | | $ | 918.5 | | | | 18.2 | % | | | (10.1 | )% | |
Specialty Minerals Segment | | | 578.9 | | | | 510.9 | | | | 574.4 | | | | 13.3 | % | | | (11.1 | )% | |
Refractories Segment | | | 303.4 | | | | 258.1 | | | | 298.1 | | | | 17.6 | % | | | (13.4 | )% | |
Consumer & Specialties Segment | | | $ | 1,160.2 | | | $ | 1,124.6 | | | $ | 962.6 | | | | 3.2 | % | | | 16.8 | % |
Engineered Solutions Segment | | | | 1,009.7 | | | | 1,000.9 | | | | 895.7 | | | | 0.9 | % | | | 11.7 | % |
Total sales | | $ | 1,858.3 | | | $ | 1,594.8 | | | $ | 1,791.0 | | | | 16.5 | % | | | (11.0 | )% | | $ | 2,169.9 | | | $ | 2,125.5 | | | $ | 1,858.3 | | | | 2.1 | % | | | 14.4 | % |
Worldwide net sales in 20212023 increased 16.5%2.1% from the previous year to $1,858.3$2,169.9 million. Included in net sales for 2021 are $48.6 million of net sales of Normerica. Foreign exchange had a favorable impact on sales of approximately $27 million or 2 percentage points. Net sales in the United States increased 16.7%0.7% to $959.6$1,144.0 million in 20212023 and represented 52.0%53.0% of consolidated net sales. International sales increased 16.4%3.6% to $898.7$1,025.9 million in 20212023 and represented 48.0%47.0% of consolidated net sales.
Worldwide net sales in 2020 decreased 11.0%2022 increased 14.4% from the previous year to $1,594.8$2,125.5 million. Included in net sales for 2022 are $14.7 million of net sales of Concept Pet Heimtierprodukte GmbH (“Concept Pet”), a European supplier of pet litter products we that acquired in April 2022, and $70.0 million of incremental sales from Normerica Inc. (“Normerica”), a North American supplier of premium pet care products that we acquired in July 2021. Foreign exchange had an unfavorable impact on sales of approximately $16$100 million or 16 percentage point.points. Net sales in the United States decreased 14.5%increased 18.3% to $822.5$1,135.6 million in 20202022 and represented 52.0%53.0% of consolidated net sales. International sales decreased 6.8%increased 10.1% to $772.3$989.9 million in 20202022 and represented 48.0%47.0% of consolidated net sales.
Operating Costs and Expenses
Consolidated cost of sales was $1,662.8 million, $1,660.5 million and $1,411.8 million $1,189.4 millionin 2023, 2022 and $1,350.4 million in 2021, 2020 and 2019, respectively. Production margin as a percentage of net sales was 23.4% in 2023, 21.9% in 2022 and 24.0% in 2021, 25.4% in 2020 and 24.6% in 2019.2021. Production margin decreasedincreased in 2023 primarily in 2021 due to timing of pricing actions relative to higher inflationary costs, including energy and other manufacturing costs as well as supply chain and logistics challenges.
Marketing and administrative costs were $206.0 million, $192.1 million and $186.2 million $176.5 millionin 2023, 2022 and $187.5 million in 2021, 2020 and 2019, respectively. Marketing and administrative costs as a percentage of net sales were 9.5% in 2023, 9.0% in 2022 and 10.0% in 2021, 11.1% in 2020 and 10.5% in 2019. Included in marketing and administrative costs in 2020 was a $4.0 million charge relating to system restoration and risk mitigation following a ransomware attack on certain of the Company's information technology systems.2021.
Research and development expenses were $21.2 million, $20.4 million and $19.5 million $19.9 millionin 2023, 2022 and $20.3 million in 2021, 2020 and 2019, respectively. Research and development expenses as a percentage of net sales were 1.0% in 2021, 1.2%2023, 1.0% in 20202022 and 1.1%1.0% in 2019.2021.
In 2021,2023, the Company recorded a $4.0$71.7 million non-cash impairment charge relating to Barretts’ fixed assets within the Consumer & Specialties segment, $6.9 million in restructuring costs to further streamline our cost structure as a result of organization efficiencies gained through our recent resegmentation, and $0.3 million of acquisition-related expenses. In addition, the Company recorded $29.2 million of net litigation expenses in connection with BMI’s bankruptcy and by BMI to defend against and restore its reserve for claims associated with certain talc products.
In 2022, the Company recorded $32.6 million of litigation expenses relating to costs incurred to defend against, opportunistically settle, and establish a reserve for claims associated with certain talc products from BMI.In addition, the Company recorded a $5.1 million charge for acquisition-related expenses. acquisition related transaction and integration costs.
In addition,2021, the Company recorded a $1.1 million charge for asset write-downs and other restructuring costs.
In 2020, the Company recorded a $10.4 million charge related to litigation expenses associated with the bankruptcy of Novinda Corp. In addition, the Company recorded a $7.6 million charge for asset write-downs and other restructuring costs and $3.1$4.0 million for acquisition-related expenses.
In 2019, the Company recorded a $13.2 million charge for asset write-downsacquisition related transaction and severance-relatedintegration costs. In addition, the Company recorded a $10.9 million charge related to litigation expenses associated with the bankruptcy of Novinda Corp.
Income from Operations
During 2021,2023, the Company recorded income from operations of $235.7$171.8 million, as compared with $187.9$214.8 million in the prior year. Income from operations represented 12.7%7.9% of sales compared with 11.8%10.1% of sales in the prior year. Income from operations in 2021 included2023 reflected $78.6 million in impairment and restructuring charges, a $4.0$0.3 million charge for acquisition-related expenses, and $1.1$29.2 million for asset write-downs and other restructuring costs.of net litigation expenses.
During 2020,2022, the Company recorded income from operations of $187.9$214.8 million, as compared with $208.7$235.7 million in the prior year. Income from operations represented 11.8%10.1% of sales compared with 11.7%12.7% of sales in the prior year. Income from operations in 2020 included2022 reflected a $10.432.6 million charge related tofor litigation expenses associated with the bankruptcy of Novinda Corp,costs and a $7.65.1 million charge for asset write-downsacquisition related transaction and severance-related costs, $4.0 million related to system restoration and risk mitigation following a ransomware attack on certain of the Company's information technology systems and $3.1 million of acquisition-related expenses.integration costs.
Non-Operating Income (Deductions)
The Company recorded non-operating deductions, net of $33.4$64.1 million in 20212023 as compared with $49.9$58.1 million in the previous year.
Included in non-operating deductions was net interest expense of $37.2$59.2 million in 20212023 as compared to $38.2$43.9 million in the prior year, primarily due to lowerhigher interest rates. Additionally, the Company recorded at $1.8 million non-cash pension settlement charge relating to some of the Company's retirement plans in the United States.
Included in non-operating deductions was net interest expense of $38.243.9 million in 20202022 as compared to $43.237.2 million in the prior year, as a result of lower debt balancesprimarily due to principal repayments and lowerhigher interest rates. rates. In 2022, the Company recorded debt extinguishment expenses of $6.9 million related to the refinancing of its credit facilities. Additionally, the Company recorded ata $6.43.5 million non-cash pension settlement charge relating to onesome of the Company'sCompany’s retirement plans in the United States.
Provision for Taxes on Income
Provision for taxes was $23.7 million, $32.1 million and $36.6 million $24.4 millionin 2023, 2022 and $22.8 million in 2021, 2020 and 2019, respectively. The effective tax rates were 18.1%22.0%, 17.7%20.5% and 14.5%18.1% during 2023, 2022 and 2021, 2020 and 2019, respectively.
The higher effective tax rate in 20212023 as compared to 20202022 was primarily due to mixthe impact of earnings.rate differentials related to foreign earnings indefinitely invested. The higher effective tax rate in 20202022 as compared to 20192021 was primarily due to tax credits in the prior year resulting fromimpact of the expiration of a tax statute of limitations.Global Intangible Low-Tax Income provision (“GILTI”) and the 162(m) disallowance.
The other factors having the most significant impact on our effective tax rates in recent periods are the rate differentials related to foreign earnings indefinitely invested, percentage depletion, GILTI, Foreign-Derived Intangible Income (“FDII”), 162(m) disallowance, and the tax benefits on restructuring and impairment charges at a higher rate.charges.
Percentage depletion allowances (tax deductions for depletion that may exceed our tax basis in our mineral reserves) are available to us under the income tax laws of the United States for operations conducted in the United States. The tax benefits from percentage depletion were $11.1 million in 2023, $9.6 million in 2022 and $10.9 million in 2021, $8.5 million in 2020 and $7.8 million in 2019.2021.
The U.S. Tax Reform legislation established a new Global Intangible Low-Tax Income provision (“GILTI”) that currently taxes certain income from foreign operations. The Company has elected, as its accounting policy, to treat the taxes due from GILTI as a current period expense when incurred. The net charge to the Company for GILTI was $1.1 million, $3.5 million and $1.2 million for 2023, 2022 and $0.6 million for 2021, and 2020, respectively. There was no charge for GILTI in 2019.
We operate in various countries around the world that have tax laws, tax incentives and tax rates that are significantly different than those of the United States. These differences combine to move our overall effective tax rate higher or lower than the United States statutory rate depending on the mix of income relative to income earned in the United States. The effects of foreign earnings and the related foreign rate differentials resulted in increases of $8.2 million, $3.8 million and $5.2 million $4.6 millionin 2023, 2022 and $6.0 million2021, respectively.
In 2021, as part of the Organization for Economic Co-operation and Development’s (“OECD”) Inclusive Framework, 140 member countries agreed to the implementation of the Pillar Two Global Minimum Tax (“Pillar 2”). The Company expects to be subject to the Pillar 2 Model Rules starting in 2021, 2020 and 2019, respectively.the 2024 calendar year. Management is currently assessing the jurisdictions that could give rise to additional taxation as well as any potential impacts as a result of the implementation of the rules. At this time, the Company does not anticipate Pillar 2 to have a material impact on its consolidated financial statements.
Consolidated Net Income Attributable to MTI Shareholders
Consolidated net income was $168.5$88.3 million in 20212023 and included a $5.3$85.8 million charge, net of tax. This charge consisted of asset write-downs, severance-related costs, acquisition-related costsimpairment of assets, litigation expenses, restructuring and a non-cash pension settlement charge.acquisition related transaction and integration costs.
Consolidated net income was $115.8$126.3 million in 20202022 and included a $24.1$37.9 million charge, net of tax. This charge consisted of litigation expenses, associated with the bankruptcy of Novinda Corp., asset write-downs, severance-relatedacquisition related transaction and integration costs, IT incident remediation cost, acquisition-related costsdebt extinguishment expenses and a non-cash pension settlement charge.charge.
Segment Review
The following discussions highlight the operating results for each of our three segments.
Performance Materials Segment
| | Year Ended December 31, | | | | | | | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | | | 2021 vs. 2020 | | | 2020 vs. 2019 | |
| | | | | | | | | | | | | | | |
Net Sales | | | | | | | | | | | | | | | |
Household, Personal Care & Specialty Products | | $ | 460.5 | | | $ | 380.2 | | | $ | 376.6 | | | $ | 80.3 | | | $ | 3.6 | |
Metalcasting | | | 319.2 | | | | 258.1 | | | | 291.2 | | | | 61.1 | | | | (33.1 | ) |
Environmental Products | | | 136.3 | | | | 131.6 | | | | 181.8 | | | | 4.7 | | | | (50.2 | ) |
Building Materials | | | 60.0 | | | | 55.9 | | | | 68.9 | | | | 4.1 | | | | (13.0 | ) |
Total net sales | | $ | 976.0 | | | $ | 825.8 | | | $ | 918.5 | | | $ | 150.2 | | | $ | (92.7 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income from operations | | $ | 125.0 | | | $ | 108.8 | | | $ | 104.9 | | | $ | 16.2 | | | $ | 3.9 | |
% of net sales | | | 12.8 | % | | | 13.2 | % | | | 11.4 | % | | | | | | | | |
2021 v 2020
On a regular basis, the Company reviews its segments and the approach used by the chief operating decision maker to assess performance and allocate resources. Accordingly, in the first quarter of 2021,Effective January 1, 2023, the Company realigned its business reporting structure and reorganized into two segments, Consumer & Specialties and Engineered Solutions. Following the management structure for its Energy Servicesrealignment, the two new segments consist of the following businesses:
The Consumer & Specialties segment serves consumer end markets directly and Performance Materials operating segmentsprovides mineral-based solutions and technologies that are essential to support MTI's key growth initiatives, more closely align complementaryour customers’ products. The two product lines in this segment are Household & Personal Care - our mineral-to-shelf product line that serves pet care, personal and household care, fluid purification and other consumer oriented markets, and Specialty Additives, delivering specialty mineral additives to a variety of consumer and industrial end markets including paper, packaging, construction, automotive, and consumer markets including food and pharmaceuticals
The Engineered Solutions segment combines all engineered systems, mineral blends, and technologies that are designed to aid in customer processes and capabilities,projects. The two product lines in this segment are High-Temperature Technologies – combining all of our mineral-based blends, technologies, and better reflectsystems serving the way performance is evaluatedfoundry, steel, glass, aluminum and resources are allocated. As a result, Energy Services was combined into theother high-temperature processing industries, and Environmental Products product line within the Performance Materials operating segment.
& Infrastructure, which includes environmental and remediation solutions such as geosynthetic clay lining systems, water remediation technologies as well as drilling, commercial building and infrastructure-related products.
The following discussions highlight the operating results for each of our two segments.
Consumer & Specialties Segment
| Year Ended December 31, | | | | | |
(millions of dollars) | 2023 | | 2022 | | 2021 | | 2023 vs. 2022 | | 2022 vs. 2021 | |
| | | | | | | | | | |
Net Sales | | | | | | | | | | |
Household & Personal Care | | $ | 517.6 | | | $ | 476.2 | | | $ | 383.7 | | | $ | 41.4 | | | $ | 92.5 | |
Specialty Additives | | | 642.6 | | | | 648.4 | | | | 578.9 | | | | (5.8 | ) | | | 69.5 | |
Total net sales | | $ | 1,160.2 | | | $ | 1,124.6 | | | $ | 962.6 | | | $ | 35.6 | | | $ | 162.0 | |
| | | | | | | | | | | | | | | | | | | | |
Income from operations | | $ | 41.6 | | | $ | 79.0 | | | $ | 119.5 | | | $ | (37.4 | ) | | $ | (40.5 | ) |
% of net sales | | | 3.6 | % | | | 7.0 | % | | | 12.4 | % | | | | | | | | |
2023 v 2022
Net sales in the Performance MaterialsConsumer & Specialties segment increased 18.2%3.2% to $976.0$1,160.2 million, as compared with $825.8$1,124.6 million in the prior year. Household & Personal Care & Specialty Products sales increased 21.1%8.7% to $460.5$517.6 million from $380.2$476.2 million the prior year. This increase was primarily driven by strong demand for our pet litter products in all regions and growth in other high-margin consumer-oriented products. Specialty Additives sales decreased 0.9% to $642.6 million from $648.4 million primarily as a result of the deconsolidation of BMI in the fourth quarter of 2023. Sales for BMI in the fourth quarter of 2022 were $12.0 million.
Income from operations was $41.6 million in 2023, as compared to $79.0 million in 2022. In 2023, the Company recorded a $71.7 million non-cash impairment of assets related to BMI. In addition, litigation expenses of $29.2 million and $32.6 million were recorded in 2023 and 2022, respectively, relating to BMI.
2022 v 2021
Net sales in the Consumer & Specialties segment increased 16.8% to $1,124.6 million, as compared with $962.6 million in the prior year. Household & Personal Care sales increased 24.1% to $476.2 million from $383.7 million in the prior year. This increase was driven by strong demand for consumer-oriented products and the acquisition of Concept Pet. Included within 20212022 net sales for Household, Personal Care & Specialty Products are $48.6$14.7 million of net sales for Concept Pet and $70.0 million of incremental sales from Normerica. The acquisition of Normerica contributed 13 percent growth versus prior year. In addition, organic sales contributed an additional 8 percent driven by strong demand for consumer-oriented products. Metalcasting’s salesSpecialty Additives increased 23.7% from $258.112.0% to $648.4 million, as compared with $578.9 million in the prior year to $319.2 million in 2021, primarilyyear. This increase is due to increased foundry demand across a diverse setthe ramp-up of foundry customer end marketsnew paper and continued penetrationpackaging volumes and strength in Asia. Environmental Productsthe residential construction and Building Materials sales grew 3.6% and 7.3% , respectively on higher levels of project activity that yielded an increase in sales from the prior year of $4.7 million and $4.1 million, respectively.automotive markets.
Income from operations increased $16.2 million, or 14.9% to $125.0was $79.0 million in 2021 and represented 12.8% of net sales2022, as compared to $108.8$119.5 million in 2021. Included in income from operations for 2022 were $32.6 million relating to costs incurred to defend against, opportunistically settle and 13.2% of sales in 2020. Marginestablish a reserve for claims associated with certain talc products relating to BMI. Operating margin was impacted by the timing of pricing actionscontractual and negotiated price increases relative to inflationary cost increases including energy and supply chain and logistics issues.other manufacturing costs.
Engineered Solutions Segment
| | Year Ended December 31, | | | | |
(millions of dollars) | | 2023 | | | 2022 | | | 2021 | | | 2023 vs. 2022 | | | 2022 vs. 2021 | |
| | | | | | | | | | | | | | | |
Net Sales | | | | | | | | | | | | | | | |
High-Temperature Technologies | | $ | 720.9 | | | $ | 702.5 | | | $ | 642.7 | | | $ | 18.4 | | | $ | 59.8 | |
Environmental & Infrastructure | | | 288.8 | | | | 298.4 | | | | 253.0 | | | | (9.6 | ) | | | 45.4 | |
Total net sales | | $ | 1,009.7 | | | $ | 1,000.9 | | | $ | 895.7 | | | $ | 8.8 | | | $ | 105.2 | |
| | | | | | | | | | | | | | | | | | | | |
Income from operations | | $ | 147.8 | | | $ | 147.1 | | | $ | 127.7 | | | $ | 0.7 | | | $ | 19.4 | |
% of net sales | | | 14.6 | % | | | 14.7 | % | | | 14.3 | % | | | | | | | | |
20202023 v 20192022
Net sales in the Performance MaterialsEngineered Solutions segment increased 1% to $1,009.7 million, as compared with $1,000.9 million in 2020 were $825.8 million and decreased $92.7 million, or 10 percent from 2019. Metalcasting’s sales decreased $33.1 million or 11 percent, primarily due to COVID-19 related weaker foundry demand in North America. Household, Personal Care & Specialty Productsthe prior year. High-Temperature Technologies sales increased $3.62.6% to $720.9 million, or 1 percent fromas compared with $702.5 million in the prior year, primarilyyear. This increase was driven by strong demand for consumer-oriented products.in the North America market and volume recovery in China. Environmental Products and Building Materials& Infrastructure sales experienced COVID-19 related project delays that yielded a decreasedecreased 3.2% to $288.8 million, as compared with $298.4 million in sales from the prior yearyear. This decrease is a result of $50.2 million and $13.0 million, respectively.weak commercial construction activity in 2023.
Income from operations increased $3.9was $147.8 million to $108.8 million in 2020 and represented 13.2%14.6% of net sales, as compared to $104.9with $147.1 million and 11.4%14.7% of sales in 2019. Pricing actions, cost control and expense reductions more than offset the impact of lower sales versus the prior year. Included in income from operations for 2023 are $3.2 million of restructuring expenses.
Specialty Minerals Segment
| | Year Ended December 31, | | | | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | | | 2021 vs. 2020 | | | 2020 vs. 2019 | |
| | | | | | | | | | | | | | | |
Net Sales | | | | | | | | | | | | | | | |
Paper PCC | | $ | 349.7 | | | $ | 308.4 | | | $ | 364.9 | | | $ | 41.3 | | | $ | (56.5 | ) |
Specialty PCC | | | 77.1 | | | | 69.3 | | | | 69.1 | | | | 7.8 | | | | 0.2 | |
PCC Products | | $ | 426.8 | | | $ | 377.7 | | | $ | 434.0 | | | $ | 49.1 | | | $ | (56.3 | ) |
| | | | | | | | | | | | | | | | | | | | |
Ground Calcium Carbonate | | $ | 98.1 | | | $ | 89.3 | | | $ | 91.3 | | | $ | 8.8 | | | $ | (2.0 | ) |
Talc | | | 54.0 | | | | 43.9 | | | | 49.1 | | | | 10.1 | | | | (5.2 | ) |
Processed Minerals Products | | $ | 152.1 | | | $ | 133.2 | | | $ | 140.4 | | | $ | 18.9 | | | $ | (7.2 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total net sales | | $ | 578.9 | | | $ | 510.9 | | | $ | 574.4 | | | $ | 68.0 | | | $ | (63.5 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income from operations | | $ | 72.9 | | | $ | 67.8 | | | $ | 83.1 | | | $ | 5.1 | | | $ | (15.3 | ) |
% of net sales | | | 12.6 | % | | | 13.3 | % | | | 14.5 | % | | | | | | | | |
20212022 v 20202021
Net sales in the Specialty MineralsEngineered Solutions segment increased 13.3%11.7% to $578.9$1,000.9 million, in 2021 from $510.9 million in 2020. Worldwide sales of PCC products increased 13.0% to $426.8 million in 2021 from $377.7as compared with $895.7 million in the prior year dueyear. High-Temperature Technologies sales increased 9.3% to increased paper machine operating rates, as well as the ramp-up of three new satellite plants in China, India and the U.S. Specialty PCC sales grew 11.3%$702.5 million, as compared with prior year driven by strength in construction and automotive markets. Sales of Processed Minerals products increased 14.2% to $152.1 million in 2021 from $133.2$642.7 million in the prior yearyear. This increase is primarily driven by improved steel market conditions, strong operating performance and new business development. Environmental & Infrastructure increased 17.9% to $298.4 million, as demandcompared with $253.0 million in the prior year. This increase is due to our strength in remediation, wastewater and filtration activity which was offset by a slight decrease in building materials from automotive, construction and consumer end markets remained strong.the timing of projects.
Income from operations increased $5.1 million, or 7.5% to $72.9 million in 2021 and represented 12.6% of net sales compared to $67.8 million and 13.3% of sales in the prior year. Included in income from operations were $1.1 million of restructuring and impairment costs. Operating margin was impacted by the timing of contractual and negotiated price increases relative to inflationary cost increases including energy and other manufacturing costs. In addition, logistics and labor challenges impacted both sales and operating performance.
2020 v 2019
Net sales in the Specialty Minerals segment decreased 11 percent to $510.9 million in 2020 from $574.4 million in 2019. Worldwide sales of PCC products decreased to $377.7 million in 2020 from $434.0 million in the prior year largely due to lower paper demand and temporary COVID-19 related customer shutdowns. Specialty PCC sales remained flat as compared with prior year as automotive and residential construction markets rebounded during 2020 and consumer-oriented markets continue to be strong. Sales of Processed Minerals products decreased 5 percent to $133.2 million in 2020 primarily driven by the slowdown in residential construction and automotive markets in the second and third quarters.
Income from operations decreased $15.3 million to $67.8 million in 2020 and represented 13.3% of net sales compared to $83.1 million and 14.5% of sales in the prior year. Included in income from operations were $7.6 million of restructuring and impairment costs.
Refractories Segment
| | Year Ended December 31, | | | | | | | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | | | 2021 vs. 2020 | | | 2020 vs. 2019 | |
| | | | | | | | | | | | | | | |
Net Sales | | | | | | | | | | | | | | | |
Refractory Products | | $ | 237.1 | | | $ | 212.3 | | | $ | 244.8 | | | $ | 24.8 | | | $ | (32.5 | ) |
Metallurgical Products | | | 66.3 | | | | 45.8 | | | | 53.3 | | | | 20.5 | | | | (7.5 | ) |
Total net sales | | $ | 303.4 | | | $ | 258.1 | | | $ | 298.1 | | | $ | 45.3 | | | $ | (40.0 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income from operations | | $ | 49.3 | | | $ | 35.5 | | | $ | 39.8 | | | $ | 13.8 | | | $ | (4.3 | ) |
% of net sales | | | 16.2 | % | | | 13.8 | % | | | 13.4 | % | | | | | | | | |
2021 v 2020
Net sales in the Refractories segment increased 17.6% to $303.4 million in 2021 from $258.1 million in the prior year driven by a gradual improvement of steel mill utilization rates. Sales of refractory products and systems to steel and other industrial applications increased 11.6% to $237.1 million from $212.3 million in the prior year and sales of metallurgical products increased 44.8% to $66.3 million from $45.8 million in the prior year.
Income from operations increased $13.8 million, or 38.9% to $49.3 million and represented 16.2% of net sales in 2021 compared to $35.5 million or 13.8% of sales in 2020 due to higher sales volumes from improved steel market conditions, strong operating performance and new business development.
2020 v 2019
Net sales in the Refractories segment decreased 13 percent to $258.1 million in 2020, as a result of steel mill utilization rates decline in the second quarter in North America and Europe, which was followed by a gradual improvement in the second half of the year.
Income from operations decreased $4.3 million to $35.5 million and represented 13.8% of net sales in 2020 compared to $39.8 million or 13.4% of sales in 2019 due to lower refractory volumes globally.
Inflation
While inflation historically has not had a material impact on the Company, our financial performance was affected in 2021,2023, and could continue to be adversely affected by increases in energy and commodity prices. Our production processes consume a significant amount of energy, primarily electricity, diesel fuel, natural gas and coal. We use diesel fuel to operate our mining and processing equipment and our freight costs are heavily dependent upon fuel prices and surcharges. Energy costs also affect the cost of raw materials. On a combined basis, these factors represent a large exposure to petrochemical and energy products which may be subject to significant price fluctuations. The contracts pursuant to which we construct and operate our satellite PCC plants generally adjust pricing to reflect the pass-through of increases in costs resulting from inflation, including lime and energy prices. However, there is a time lag before such price adjustments can be implemented. The Company and its customers will typically negotiate reasonable price adjustments in order to recover a portion of these escalating costs, but there can be no assurance that we will be able to recover increasing costs through such negotiations.
Cyclical Nature of Customers'Customers’ Businesses
The portionsPortions of our sales within Specialty Minerals, Performance Materials and Refractories segments are to customers in the paper manufacturing, metalcasting, steel manufacturing, oil and gas and construction industries which have historically been cyclical. 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. Oil and natural gas prices decreased significantly between 2014 through 2017 and again in 2020, which has caused exploration companies to reduce their capital expenditures and production and exploration activities. This has had the effect of decreasing the demand and increasing competition for the services we provide. We cannot predict the economic outlook in the countries in which we do business, nor in the key industries we serve.
Liquidity and Capital Resources
Cash provided from continuing operations in 20212023 was $232.4$233.6 million, compared with $240.6$105.7 million in prior year. Cash flows provided from operations in 20212023 were principally used to fund acquisitions and capital expenditures, repay debt, repurchase shares and to pay the Company'sCompany’s dividend to common shareholders. The Company’s intention is to use excess cash flow for investments in growth, continued debt reduction and selective share repurchases.
On May 9, 2014, in connection with the acquisition of AMCOL International Corporation (“AMCOL”),August 11, 2022, the Company entered into a Refinancing Facility Agreement (the “Amendment”) to amend the Company’s previous credit agreement providing(the “Previous Credit Agreement”; the previous credit agreement, as amended by the Amendment, being the “Amended Credit Agreement”). The Amendment provides for, among other things, a new senior secured revolving credit facility with aggregate commitments of $300 million (the “Revolving Facility”), a portion of which may be used for the $1.560 billionissuance of letters of credit and swingline loans, and a new senior secured term loan facility with aggregate commitments of $550 million (the “Term Facility”) and a $200 million senior secured revolving credit facility (the “RevolvingLoan Facility” and, together with the Term Facility, the “Facilities”).
On June 23, 2015, the Company entered into an amendment (the “First Amendment”) to the credit agreement to reprice the $1.378 billion then outstanding on the Term Facility. As amended, the Term Facility had a $1.078 billion floating rate tranche and a $300 million fixed rate tranche. On February 14, 2017, the Company entered into an amendment (the “Second Amendment”) to the credit agreement to reprice the $788 million floating rate tranche then outstanding, which extended the maturity and lowered the interest costs by 75 basis points. On April 18, 2018, the Company entered into an amendment (the “Third Amendment”) to the credit agreement to refinance its then existing senior secured revolving credit facility. In connection with the Third Amendment, the existing senior secured revolving credit facility was replaced with a new revolving credit facility with $300 million of aggregate commitments (the “Revolving Credit Facility” and, together with the TermRevolving Facility, the “Senior Secured Credit Facilities”). FollowingThe Revolving Facility and the amendments,Term Loan Facility replace the loans outstandingfacilities under the Previous Credit Agreement, which provided for, among other things, a $788 million senior secured floating rate trancheterm loan facility and a $300 million senior secured revolving credit facility. The maturity date for loans under the Senior Secured Credit Facilities is August 11, 2027.
In the third quarter of 2022, the Company recorded $6.9 million in non-cash debt extinguishment expenses related to the refinancing of our credit facilities, which represents the difference between the redemption payment and the carrying value of the Term Facility are scheduled to mature on February 14, 2024,debt at the loans outstanding (if any) and commitmentsrefinancing date. All lenders under the Revolving Facility will mature and terminate, as the case may be, on April 18, 2023. previous facility were repaid in full.
Loans under the fixed rate tranche of the Term Facility were repaid in full in June 2020. Loans under the floating rate tranche of the Term FacilitySenior Secured Credit Facilities will bear interest at a rate equal to, an adjusted LIBOR rate (subjectat the election of the Company, Term SOFR plus a credit spread adjustment equal to a floor of 0.75%)0.100% plus an applicable margin equal to 2.25%1.500% per annum. Loans under the Revolving Facility bear interest atannum or a rate equal to an adjusted LIBORbase rate plus an applicable margin equal to 1.625%0.500% per annum. Such rates areannum, subject in each case to decrease by up to(a) an increase of 25 basis points in the event that, and for so long as, the Company’s net leverage ratio (as defined in the credit agreement)Amended Credit Agreement) is greater than or equal to 3.00 to 1.00 as of the last day of the preceding fiscal quarter, (b) a decrease of 12.5 basis points in the event that, and for so long as, the net leverage ratio is less than certain thresholds. The variable rate tranche has a 1% required amortization per year.2.00 to 1.00 and greater than or equal to 1.00 to 1.00 as of the last day of the preceding fiscal quarter and (c) an decrease of 25 basis points in the event that, and for so long as, the net leverage ratio is less than 1.00 to 1.00 as of the last day of the preceding fiscal quarter. The Company will pay certain fees under the Amended Credit Agreement, including (a) a commitment fee of 0.250% per annum on the undrawn portion of the Revolving Facility (subject to a step-up to 0.300% and step-downs to 0.175% and 0.150% at the same levels described above), (b) a fronting fee of 0.125% per annum on the average daily undrawn amount of, plus unreimbursed amounts in respect of disbursements under, letters of credit agreement, includingissued under the Revolving Facility and (c) customary annual administration fees. The obligations of the Company under the Senior Secured Credit Facilities are unconditionally guaranteed jointly and severally by, subject to certain exceptions, all material domestic subsidiaries of the Company (the “Guarantors”) and secured, subject to certain exceptions, by a security interest in substantially all of the tangible and intangible assets of the Company and the Guarantors. The phase outIn the third quarter of LIBOR may affect our obligations2023, the Company’s subsidiaries Barretts Minerals Inc. and Barretts Ventures Texas LLC were removed as borrowers under, and Guarantors of, the Senior Secured Credit Facilities.
As of December 31, 2023, there were $85.0 million in loans and $9.1 million in letters of credit outstanding under the Facilities. See the applicable discussion under Item 1A. Risk Factors.Revolving Facility.
On June 30, 2020, the Company issued $400 million aggregate principal amount of 5.0% Senior Notes due 2028 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of June 30, 2020, between the Company and TheThe Bank of New York Mellon Trust Company, N.A., as trustee. The Company used the net proceeds of its offering of the Notes to repay all of its outstanding loans under the fixed rate tranche of the Term Facility, repay all of its outstanding borrowings under its Revolving Credit Facility, and the remainder for general corporate purposes.
trustee (the “Indenture”). The Notes bear an interest rate of 5.0% per annum payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2021. The Notes are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly owned domestic restricted subsidiaries that is a borrower under or that guarantees the Company’s obligations under its Senior Secured Credit Facilities or that guarantees the Company’s or any of the Company’s wholly owned domestic subsidiaries’ long-term indebtedness in an aggregate amount in excess of $50 million. In the third quarter of 2023, the Company’s subsidiaries Barretts Minerals Inc. and Barretts Ventures Texas LLC were removed as guarantors of the Notes.
At any time and from time to time prior to July 1, 2023, the Company may redeem some or all of the Notes for cash at a redemption price equal to 100% of their principal amount, plus the “make-whole” premium described in the Indenture and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning on July 1, 2023, theThe Company may redeem some or all of the Notes at any time and from time to time at the applicable redemption prices listed in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time and from time to time prior to July 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the Notes with funds from one or more equity offerings at a redemption price equal to 105.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
If the Company experiences a change of control (as defined in the indenture), the Company is required to offer to repurchase the Notes at 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The credit agreementAmended Credit Agreement and the NotesIndenture both contain certain customary affirmative and negative covenants that limit or restrict the ability of the Company and its restricted subsidiaries to enter into certain transactions or take certain actions.actions, as well as customary events of default. In addition, the credit agreementAmended Credit Agreement contains a financial covenantcovenants that requiresrequire the Company if onto maintain, as of the last day of any fiscal quarter, loans or letters of credit were outstanding under the Revolving Facility (excluding up to $25 million of letters of credit), to maintain(x) a maximum net leverage ratio (as defined in the credit agreement)Amended Credit Agreement) of 3.504.00 to 1.00 for the four fiscal quarter periodsperiod preceding such day. Asday (subject to an increase to 5.00 to 1.00 for four quarters in connection with certain significant acquisitions) and (y) a minimum interest coverage ratio (as defined in the Amended Credit Agreement) of December 31, 2021, there were $80 million in loans and $10.6 million in letters of credit outstanding under the Revolving Facility.3.00 to 1.00. The Company is in compliance with all the covenants associated withcontained in the Revolving Facility as of the end ofAmended Credit Agreement throughout the period covered by this report.
The Company has a committed loan facility in Japan. As of December 31, 2021,2023, there was an outstanding balance of $3.0$1.4 million on this facility. Principal will be repaid in accordance with the payment schedulesschedule ending in 2021.2026. The Company repaid $0.8$0.5 million on these loans in 2021.2023.
As part of the Company'sConcept Pet acquisition, of Sivomatic in 2018, the Company assumed $10.7$1.9 million in long-term debt, recorded at fair value, consisting of two termterms loans, one of which matured in the third quarter of 2020 and the other of whichthat matures in 2022.2025 and one that matures in 2027. Both loans have annual payments and carry a variable interest rate. The outstanding loan carries an interest rate of Euribor plus 2.0% and has quarterly repayments. During 2021, the Company repaid $0.4$0.6 million on this loan.these loans during 2023.
As of December 31, 2021,2023, the Company had $25.9$25.5 million in uncommitted short-term bank credit lines, none$0.4 million of which were in use. The credit lines are primarily outside the U.S. and are generally one year in term at competitive market rates at large, well-established institutions. The Company typically uses its available credit lines to fund working capital requirements or local capital spending needs. We anticipate that capital expenditures for 20222024 should be between $85$90 million and $95$100 million, principally related to opportunities to improve our operations and meet our strategic growth objectives. We expect to meet our other long-term financing requirements from internally generated funds, committed and uncommitted bank credit lines and, where appropriate, project financing of certain satellite plants.
During the second quarter of 2018, the Company entered into a floating to fixed interest rate swap for a notional amount of $150 million. The fair value of thisThis instrument at December 31, 2021 is a liability of $4.0 million.matured in May 2023. Additionally, the Company entered into a cross currency rate swap with a total notional value of $150 million to exchange monthly fixed-rate interest rate payments in U.S. dollars for monthly fixed-rate interest rate payments in Euros. This cross currency swap matured in May 2023. At maturity, the Company realized, in comprehensive income, an after-tax gain of $7.6 million. In the second quarter of 2023, the Company entered into a new floating to fixed interest rate swap for a notional amount of $150 million. The fair value of this instrument atas of December 31, 20212023 is an asseta liability of $8.2$0.1 million.These swaps mature in May 2023. As a result of these swaps, the Company's effective fixed interest rate on the notional floating rate indebtedness will be 2.5%.
In addition to long-term debt, the Company has committed cash outflow related to pension and post-retirement benefit obligations, non-cancelable operating leases, primarily for office space and equipment, and other long-term contractual obligations. Other long-term liabilities include tax liabilities, including contingent obligations associated with gross unrecognized tax benefits for uncertain tax positions and a tax liability for the one-time transition tax on accumulated foreign subsidiary earnings, under U.S. Tax Reform, asset retirement obligations relating to the retirement of certain tangible long-lived assets and land restoration obligations at the Company’s PCC satellite facilities and mining operations. See Notes 2, 8, 15, 16 and 20 to the Consolidated Financial Statements.
On October 21, 2020,18, 2023, the Company'sCompany’s Board of Directors authorized the Company'sCompany’s management to repurchase, at its discretion, up to $75 million of the Company's shares over a one-year period. As of October 3, 2021, 1,016,088 shares have been repurchased under this program for $74.1 million, or an average price of approximately $72.90 per share. This program has been completed.
On October 20, 2021, the Company's Board of Directors authorized the Company's management to repurchase, at its discretion, up to $75 million of the Company'sCompany’s shares over a one-year period. As of December 31, 2021, 164,8822023, 228,127 shares have been repurchased under this program for $11.8$14.2 million, or an average price of approximately $70.15$62.24 per share.
On January 26, 2022,24, 2024, the Company'sCompany’s Board of Directors declared a regular quarterly dividend on its common stock of $0.05$0.10 per share. No dividend will be payable unless declared by the Board and unless funds are legally available for payment thereof.
The Company and certain of the Company’s subsidiaries are among numerous defendants in over five hundred cases seeking damages for alleged exposure to asbestos-contaminated talc products sold by the Company’s subsidiary BMI. The Company’s position is that these cases are meritless and all talc products sold by BMI are safe. On October 2, 2023 (the “Petition Date”), notwithstanding the Company’s confidence in the safety of BMI’s talc products, Barretts, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Cases”) to address and comprehensively resolve BMI’s liabilities associated with talc. Minerals Technologies Inc. and the Company’s other subsidiaries were not included in the Chapter 11 filing. BMI intends to pursue a sale of its talc assets under section 363 of the U.S. Bankruptcy Code. Proceeds of the sale will be used to fund the Chapter 11 Cases. Barretts’ ultimate goal in the Chapter 11 Cases is to confirm a plan of reorganization under Section 524(g) of the U.S. Bankruptcy Code and utilize this provision to establish a trust that will address all current and future talc-related claims. During the pendency of the Chapter 11 Cases, the Company anticipates that BMI will benefit from the operation of the automatic stay, which stays ongoing litigation in connection with talc-related claims against Barretts. In addition, subject to certain exceptions, the filing or continued prosecution of all talc-related claims against Barretts’ non-debtor affiliates is temporarily stayed through April 1, 2024 (subject to further extensions), the date on which a hearing is scheduled on the status of the Chapter 11 Cases. Barretts has been deconsolidated from the Company’s financial statements since the Petition Date. The Company recognized a $71.7 million non-cash impairment charge related to Barretts’ fixed assets, and $29.2 million of litigation expenses associated with the Chapter 11 Cases and by BMI to defend against and restore its reserve for claims associated with certain talc products. Although the Chapter 11 Cases are progressing, it is not possible to predict the form of any ultimate resolution or when an ultimate resolution might occur at this time. Accordingly, the amount that will be necessary to fully and finally resolve all of BMI’s current and future talc-related claims in connection with a confirmed Chapter 11 plan of reorganization cannot be estimated with certainty at this time. See Note17 to the consolidated financial statements included in this report for more information.
Critical Accounting Policies and Estimates
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 U.S. generally accepted accounting principles. 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, valuation of long-lived assets, goodwill and other intangible assets, income taxes, including valuation allowances and pension plan assumptions. 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 cannot 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.
Revenue Recognition
Revenue is recognized at the point in time when the customer obtains control of the promised goods or services in an amount that reflects the consideration we expect to receive in exchange for those goods or services. The Company'sCompany’s revenues are primarily derived from the sale of products. Our primary performance obligation is satisfied upon shipment or delivery to our customer based on written sales terms, which is also when control is transferred. Revenue, where our performance obligations are satisfied in phases, is recognized over time using certain input measures based on the measurement of the value transferred to the customer, including milestones achieved. Revenues from sales of equipment are recorded upon completion of installation and transfer of control to the customer. Revenues from services are recorded when the services are performed.
In most of our PCC contracts, the price per ton is based upon the total number of tons sold to the customer during 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. There were no significant revenue adjustments in the fourth quarter of 20212023 and 2020,2022, respectively. We have consignment arrangements with certain customers in our RefractoriesEngineered Solutions segment. Revenues for these transactions are recorded when the consigned products are consumed by the customer.
Valuation of Long-lived Assets, Goodwill and Other Intangible Assets
We assess the possible impairment of long-lived assets and identifiable amortizable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
Goodwill is evaluated for impairment at least annually. Factors we consider important that could trigger an impairment review include the following:
| ● | 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; |
| ● | Market capitalization below invested capital. |
Annually, the Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company then evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. Step one involves a) developing the fair value of total invested capital of each reporting unit in which goodwill is assigned; and b) comparing the fair value of total invested capital for each reporting unit to its carrying amount, to determine if there is goodwill impairment. Should the carrying amount for a reporting unit exceed its fair value, then the step one test is failed, and the magnitude of any goodwill impairment is determined under step two. The amount of impairment loss is determined in step two by comparing the implied fair value of reporting unit goodwill with the carrying amount of goodwill.
The Company has fourtwo reporting units; Performance Materials, PCC, Processed MineralsConsumer & Specialties and Refractories.Engineered Solutions. We identify our reporting units by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available, and management regularly reviews the operating results of those components. In the fourth quarter of 2021,2023, the Company performed a qualitative assessment of each of its reporting units and determined it was not more likely than not that the fair value of any of its reporting units was less than their carrying values.
Property, plant and equipment are depreciated 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. Our sales of PCC are predominately pursuant to long-term evergreen contracts, initially ten years in length, with paper mills at which 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 PCC customer to renew an agreement or continue to purchase PCC from our facility could result in an impairment of assets or accelerated depreciation at such facility.
We evaluate the recoverability of our property, plant and equipment whenever events or change in circumstances indicate that the carrying value of the assets may not be recoverable. For testing the recoverability, we primarily use discounted cash flow models or cost approach to estimate the fair value of these assets. Critical assumptions used in conducting these tests included expectations of our business performance and financial results, useful lives of assets, discount rates and comparable market data.
When we acquire a company, we determine fair value on the acquisition date of assets acquired and liabilities assumed. We use the income, market or cost approach (or a combination thereof) for the valuation and use valuation inputs and analyses that are based on market participant assumptions. Changes in assumptions can have a significant impact on the fair value of tangible assets. Goodwill is calculated as the excess of the consideration transferred over the assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.
Income Taxes
As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating current tax expense together with assessing temporary differences resulting from differing treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or change this allowance in a period, we must include an expense within the tax provision in the Consolidated Statements of Income.
Deferred tax liabilities represent the amount of income taxes payable in future periods. Such liabilities arise because of temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating losses. We evaluate the recoverability of these future tax deductions by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences and forecasted operating earnings. These sources of income inherently rely heavily on estimates. We use our historical experience and business forecasts to provide insight. The amount recorded for the net deferred tax liability was $165.1$123.3 million and $138.4$156.0 million at December 31, 20212023 and 2020,2022, respectively.
The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in our subjective assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets and statements of operations. See Note 8 to the Consolidated Financial Statements for additional detail on our uncertain tax positions.
Pension Benefits
We sponsor pension and other retirement plans in various forms covering the majority of employees who meet eligibility requirements. Several statistical and actuarial models which attempt to estimate future events are used in calculating the expense and liability related to the plans. These models include assumptions about the discount rate, expected return on plan assets and rate of future compensation increases as determined by us, within certain guidelines. Our assumptions reflect our historical experience and management'smanagement’s best judgment regarding future expectations. In addition, our actuarial consultants also use subjective factors such as withdrawal and mortality rates to estimate these assumptions. 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.
The investment strategy for pension plan assets is to maintain a broadly diversified portfolio designed to both preserve and grow plan assets to meet future plan obligations. The Company'sCompany’s average rate of return on assets from inception through December 31, 20212023 was approximately 10%9%. The Company’s assets are strategically allocated among equity, debt and other investments to achieve a diversification level that dampens fluctuations in investment returns. The Company’s long-term investment strategy is an investment portfolio mix of approximately 55%-65% in equity securities, 30%-35% in fixed income securities and 0%-15% in other securities. As of December 31, 2021,2023, the Company had approximately 54%51% of its pension assets in equity securities, 31%35% in fixed income securities and 15%14% in other securities.
The Company recognized pension expense of $9.1$5.7 million in 20212023 as compared to $18.4$4.9 million in 2020.2022. Accounting guidance on retirement benefits requires companies to discount future benefit obligations back to today’s dollars using a discount rate that is based on high-quality fixed-income investments. A decrease in the discount rate increases the pension benefit obligation, while an increase in the discount rate decreases the pension benefit obligation. This increase or decrease in the pension benefit obligation is recognized in Accumulated other comprehensive income (loss) and subsequently amortized into earnings as an actuarial gain or loss. The guidance also requires companies to use an expected long-term rate of return on plan assets for computing current year pension expense. Differences between the actual and expected returns are also recognized in Accumulated other comprehensive income (loss) and subsequently amortized into earnings as actuarial gains and losses. At the end of 2021,2023, total actuarial losses recognized in Accumulated other comprehensive income (loss)loss for pension plans were ($73.3)$32.1 million as compared to ($119.1)$38.1 million in 2020.2022. The majority of the actuarial losses were due to decreases in the discount rate and lower actual rates of return on assets than expected during the financial crisis of 2008.
A net gain of $60.6$7.6 million ($45.25.6 million after-tax) primarily due to actuarial gains, driven by a change in discount rates is included in other comprehensive income in 2021.2023. In 2020,2022, a net lossgain of $24.5$46.3 million ($18.735.3 million after-tax) was recorded in other comprehensive income, primarily due to actuarial gains, driven by a change in discount rates. In 2021, a net gain of $60.6 million ($45.2 million after-tax) was recorded in other comprehensive income, primarily due to a change in discount rates. In 2019, a net loss of $21.2 million ($16.1 million after-tax) was recorded in other comprehensive income, primarily due to a change in discount rates and updated mortality tables.
Actuarial losses for pensions will be impacted in future periods by actual asset returns, discount rate changes, actual demographic experience and other factors that impact these expenses. These losses, reported in Accumulated other comprehensive income (loss), will generally be amortized as a component of net periodic benefit cost on a straight-line basis over the average remaining service period of active employees expected to receive benefits under the benefit plans. At the end of 2021,2023, the average remaining service period of active employees or life expectancy for fully eligible employees was 9 years.
For a detailed discussion on the application of these and other accounting policies, see "Summary“Summary of Significant Accounting Policies"Policies” in Note 1 to the Consolidated Financial Statements. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report.
Recently Issued Accounting Standards
Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASUs) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations.
Adoption of Simplifying the Accounting for Income TaxesSegment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In December 2019,November 2023, the FASB issued ASU 2019-12, "Simplifying2024-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires entities to report incremental information about significant segment expenses included in a segment’s profit or loss measure, as well as the Accountingname and title of the chief operating decision maker. The guidance also requires interim disclosures related to reportable segment profit or loss and assets that had previously only been disclosed annually. The new standard is effective for Income Taxes", to simplify the accounting for income taxesinterim and improve consistent application by clarifyingannual periods beginning on or amending existing guidance.after December 15, 2024. The Company adopted this guidance on January 1, 2021. Adoptionadoption of this standard didis not expected to have a material impact on the Company's consolidatedCompany’s financial statements.
Adoption of Investments - Equity Securities, Investments - Equity Method and Joint Ventures, and Derivatives and HedgingIncome Taxes (Topic 740): Improvements to Income Tax Disclosures
In January 2020,December 2023, the FASB issued ASU 2020-01, "Investments - Equity Securities, Investments - Equity Method2024-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, that requires entities to disclose additional information about federal, state, and Joint Ventures,foreign income taxes primarily related to the income tax rate reconciliation and Derivativesincome taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and Hedging", which addresses the accountingunrecognized deferred tax liabilities. The new standard is effective for the transition intointerim and out of the equity method and measuring certain purchased options and forward contracts to acquire investments.annual periods beginning on or after December 15, 2024. The Company adopted this guidance on January 1, 2021. Adoptionadoption of this standard didis not expected to have a material impact on the Company's consolidatedCompany’s financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk from fluctuations in foreign currency exchange rates, interest rates and credit risk. We use a variety of practices to manage these market risks, including derivative financial instruments when appropriate. Our treasury and risk management policies prohibit us from using derivative instruments for trading or speculative purposes. We also do not use leveraged derivative instruments or derivatives with complex features.
Exchange Rate Sensitivity
As we operate in over 30 countries with many international subsidiaries, we are exposed to currency fluctuations related to manufacturing and selling our products and services. This foreign currency risk is diversified and involves assets, liabilities and cash flows denominated in currencies other than the U.S. Dollar (USD).
We manage our foreign currency exchange risk in part through operational means, including managing same currency revenues versus same currency costs, as well as, same currency assets versus same currency liabilities. We also have subsidiaries with the same currency exposures which may offset each other, providing a natural hedge against one another’s currency risk. When appropriate, we enter into derivative financial instruments, such as forward exchange contracts and cross currency interest rate swaps, to mitigate the impact of foreign exchange rate movements on our operating results. The counterparties are major financial institutions. Such forward exchange contracts would not subject us to additional risk from exchange rate because gains and losses on these contracts would offset losses and gains on the assets, liabilities, and transactions being hedged. In the second quarter of 2018, the Company entered into a cross currency swap with a total notional value of $150 million. TheThis cross currency swap maturesmatured in May 2023. The fair valueAt maturity, the Company realized, in comprehensive income, an after-tax gain of this swap at December 31, 2021, was an asset of $8.2$7.6 million.
Assets and liabilities of our international subsidiaries are translated to their parent company’s reporting currency at current exchange rates during consolidation; gains and losses stemming from these translations are included as a component of Other Comprehensive Income and reported within Accumulated Comprehensive Income within our Consolidated Balance Sheets. Income and expenses of our international subsidiaries are translated at average exchange rates for the period and, when included within retained earnings in the balance sheet at current exchange rates, the differences to those average exchange rates are included within Other Comprehensive Income and reported within Accumulated Comprehensive Income. When our subsidiaries transact business in currencies other than their functional currency, those transactions are revalued in their functional currency and differences resulting from such revaluations are included within other non-operating income (deduction), net within our Consolidated Statement of Income.
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 change in the value of foreign currencies would not have a material adverse effect on our financial condition and results of operations.
Interest Rate Sensitivity
A portion of our long-term bank debt bears interest at variable rates (see Note 15 to the Consolidated Financial Statements) and our results of operations would be affected by interest rate changes to such bank debt outstanding. The Company utilizes interest rate swaps to limit exposure to market fluctuations on floating-rate debt. In the second quarter of 2018, the Company entered into an additional floating to fixed interest rate swap for with a total notional value of $150 million. This swap matured in May 2023. In the second quarter of 2023, the Company entered into a new floating to fixed interest rate swap for a notional amount of $150 million. The fair value of this swap atinstrument as of December 31, 2021, was2023 is a liability of $4.0$0.1 million. An immediate 10% increase in the interest rates would not have a material effect on our results of operations over the next fiscal year. A one percentage point change in interest rates would cost $1.4$3.8 million in incremental interest charges on an annual basis.
Credit Risk
We are exposed to credit risk on certain assets, primarily accounts receivable. We provide credit to customers in the ordinary course of business and perform ongoing credit evaluations. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising our customer base. We currently believe our allowance for doubtful accounts is sufficient to cover customer credit risks. Our accounts receivable financial instruments are carried at amounts that approximate fair value.
Sovereign Debt Risk
We do not have any material credit risk with sovereign governments as we do not sell our products to them. We do, however, sell to customers in these countries, but we believe our risk associated with these customers is not material.
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 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this report, and under the supervision and with 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 were effective as of December 31, 2021.2023.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we have included a report of management'smanagement’s assessment of the design and operating effectiveness of our internal controls as part of this report. Management'sManagement’s report is included in our consolidated financial statements on page F-42 of this report under the caption entitled "Management's“Management’s Report on Internal Control Over Financial Reporting."”
Changes in Internal Control Over Financial Reporting
During 2021, we closed on the acquisition of Normerica and we excluded Normerica from the scope of management’s report on internal control over financial reporting for the year ended December 31, 2021. We are in the process of integrating Normerica to our overall internal control over financial reporting and will include them in scope for the year ending December 31, 2022. This process may result in additions or changes to our internal control over financial reporting.
There were no other changes in the Company'sCompany’s internal control over financial reporting during the fourth fiscal quarter of 20212023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information concerning the Company'sCompany’s Board of Directors required by this item is incorporated herein by reference to the Company'sCompany’s Proxy Statement, under the captions “Corporate Governance”, “Committees of the Board of Directors” and “Item 1- Election of Directors.”
The Board has established a code of ethics for the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer entitled "Code“Code of Ethics for the Senior Financial Officers,"” which is available on our website, www.mineralstech.com, by clicking the links entitled Our Company, then Corporate Governance and then Policies and Charters.
See “Information About Our Executive Officers” in Part I of this report for information regarding executive officers of the Company.
Item 11. Executive Compensation
The information appearing in the Company'sCompany’s Proxy Statement under the captions “Compensation Discussion and Analysis,” “Report of the Compensation Committee” and “Compensation of Executive Officers and Directors"Directors” is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information appearing in the Company'sCompany’s Proxy Statement under the caption "Security“Security Ownership of Certain Beneficial Owners and Management"Management” is incorporated herein by reference.
Equity Compensation Plan Information
The following table summarizes information about our equity compensation plans as of December 31, 2021.2023. All of our equity compensation plans have been approved by our stockholders. All outstanding awards relate to our common stock.
Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options | | | Weighted Average Exercise Price of Outstanding Options | | | Number of Securities Remaining Available for Future Issuance | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (2) | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a) | |
| | | (a) | | (b) | | | (c) | |
Equity compensation plans approved by security holders | | | 1,330,002 | | | $ | 59.91 | | | | 1,268,770 | | | | 1,701,812 | | | $ | 63.15 | | | | 780,915 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 1,330,002 | | | $ | 59.91 | | | | 1,268,770 | | | | 1,701,812 | | | $ | 63.15 | | | | 780,915 | |
(1) | Includes shares issuable upon exercise of outstanding stock options and shares issuable upon vesting of time-based deferred restricted stock units (DRSUs). |
(2) | The weighted-average exercise price includes all outstanding stock options but does not include DRSUs which do not have an exercise price. |
For further information, see Note 6 to the Consolidated Financial Statements.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information appearing in the Company'sCompany’s Proxy Statement under the caption "Certain“Certain Relationships and Related Transactions"Transactions” is incorporated herein by reference.
The Board has established Corporate Governance principles which include guidelines for determining Director independence, which is available on our website, www.mineralstech.com, by clicking the links entitled Our Company,“Investors”, then Corporate Governance“Corporate Governance”. and then Policies and Charters. The information appearing in the Company’s Proxy Statement under the caption “Corporate Governance – Director Independence” is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information appearing in the Company'sCompany’s Proxy Statement under the caption "Principal“Principal Accountant Fees and Services"Services” is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) | The following documents are filed as part of this report: |
1. | Financial Statements. The following Consolidated Financial Statements of Mineral Technologies Inc. and subsidiary companies and Reports of Independent Registered Public Accounting Firm are set forth on pages F-2 to F-38.F-43. |
Consolidated Balance Sheets as of December 31, 20212023 and 20202022
Consolidated Statements of Income for the years ended December 31, 2021, 20202023, 2022 and 20192021
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 20202023, 2022 and 20192021
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 20202023, 2022 and 20192021
Consolidated Statements of Changes in Shareholders'Shareholders’ Equity for the years ended December 31, 2021, 20202023, 2022 and 20192021
Notes to the Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Management'sManagement’s Report on Internal Control Over Financial Reporting
2. | Financial Statement Schedule. The following financial statement schedule is filed as part of this report: |
Schedule II – Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulations of the SEC 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. |
Exhibit No. | | Exhibit Title |
| | Restated Certificate of Incorporation of the Company (Incorporated by reference to exhibit 3.1 filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2003) |
| | By-Laws of the Company as amended and restated effective March 13, 2018 (Incorporated by reference to exhibit 3.1 filed with the Company'sCompany’s Current Report on Form 8-K (file no. 001-11430) filed on March 19, 2018) |
| | Specimen Certificate of Common Stock (Incorporated by reference to exhibit 4.1 filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2003) |
| | Description of the Registrant'sRegistrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to exhibit 4.2 filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2019) |
| | Indenture, dated as of June 30, 2020, by and among Minerals Technologies Inc., the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as a trustee (incorporated by reference to Exhibit 4.1 to the Company'sCompany’s Current Report on Form 8-K (file no. 001-11430) filed on June 30, 2020.) |
10.1 | | Asset Purchase Agreement, dated as of September 28, 1992, by and between Specialty Refractories Inc. and Quigley Company Inc. (Incorporated by reference to the exhibit so designated filed with the Company'sCompany’s Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992) |
10.1(a) | | Agreement dated October 22, 1992 between Specialty Refractories Inc. and Quigley Company Inc., amending Exhibit 10.1 (Incorporated by reference to the exhibit so designated filed with the Company'sCompany’s Registration Statement on Form S-1 (Registration No. 33-59510), originally filed on March 15, 1993) |
10.1(b) | | Letter Agreement dated October 29, 1992 between Specialty Refractories Inc. and Quigley Company Inc., amending Exhibit 10.1 (Incorporated by reference to the exhibit so designated filed with the Company'sCompany’s Registration Statement on Form S-1 (Registration No. 33-59510), originally filed on March 15, 1993) |
10.2 | | Reorganization Agreement, dated as of September 28, 1992, by and between the Company and Pfizer Inc. (Incorporated by reference to the exhibit so designated filed with the Company'sCompany’s Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992) |
10.3 | | Asset Contribution Agreement, dated as of September 28, 1992, by and between Pfizer Inc. and Specialty Minerals Inc. (Incorporated by reference to the exhibit so designated filed with the Company'sCompany’s Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992) |
10.4 | | Asset Contribution Agreement, dated as of September 28, 1992, by and between Pfizer Inc. and Barretts Minerals Inc. (Incorporated by reference to the exhibit so designated filed with the Company'sCompany’s Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992) |
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 (Incorporated by reference to the exhibit so designated filed with the Company'sCompany’s Registration Statement on Form S-1 (Registration No. 33-59510), originally filed on March 15, 1993) |
| | Employment Agreement, dated December 13, 2016, between the Company and Douglas T. Dietrich (Incorporated by reference to exhibit 10.1 filed with the Company'sCompany’s Current Report on Form 8-K (file no. 001-11430) filed on December 16, 2016) (+) |
| | First Amendment to Employment Agreement, dated April 15, 2021, between the Company and Douglas T. Dietrich (Incorporated by reference to exhibit 10.1 filed with the Company'sCompany’s Quarterly Report on Form 10-Q (file no. 001-11430) for the quarter ended April 4, 2021) (+) |
| | Form of Employment Agreement between the Company and each of Erik C. Aldag, Brett Argirakis, Michael A. Cipolla, Erin N. Cutler, Matthew E. Garth, Jonathan J., Hastings, Douglas W. Mayger, ThomasTimothy J. Meek,Jordan, and D.J. Monagle, III (Incorporated by reference to exhibit 10.6 filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2016) (+) |
| | Severance Agreement between the Company and Douglas T. Dietrich (Incorporated by reference to the exhibit 10.2 filed with the Company’s Current Report on form 8-K (file no. 001-11430) filed on December 16, 2016) (+) |
| | First Amendment to Severance Agreement between the Company and Douglas T. Dietrich (Incorporated by reference to exhibit 10.2 filed with the Company'sCompany’s Quarterly Report on Form 10-Q (file no. 001-11430) for the quarter ended April 4, 2021) (+) |
| | Form of Severance Agreement between the Company and each of Erik C. Aldag, Brett Argirakis, Michael A. Cipolla, Erin N. Cutler, Matthew E. Garth, Jonathan J., Hastings, Douglas W. Mayger, ThomasTimothy J. Meek,Jordan, and D.J. Monagle, III (Incorporated by reference to exhibit 10.8 filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2016) (+) |
| | Form of Indemnification Agreement between the Company and each of Erik C. Aldag, Brett Argirakis, Michael A. Cipolla, Erin N. Cutler, Douglas T. Dietrich, Matthew E. Garth, Jonathan J. Hastings, Douglas W. Mayger, ThomasTimothy J. Meek,Jordan, D.J. Monagle III and each of the Company’s non-employee directors (Incorporated by reference to exhibit 10.1 filed with the Company'sCompany’s Current Report on Form 8-K (file no. 001-11430) filed on May 8, 2009) (+) |
| | Company Employee Protection Plan, as amended August 27, 1999 (Incorporated by reference to exhibit 10.7 filed with the Company's Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2004) (+) |
| | Company Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors, as amended and restated effective January 1, 2008 (Incorporated by reference to exhibit 10.8 filed with the Company'sCompany’s Quarterly Report on Form 10-Q (file no. 001-11430) for the quarter ended March 30, 2008) (+) |
| | First Amendment to the Company Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors, dated January 18, 2012 (Incorporated by reference to exhibit 10.11(a) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2011) (+) |
| | 2015 Stock Award and Incentive Plan of the Company, as amended and restated effective March 11, 2020 (Incorporated by reference to Appendix A to the Company’s Supplement to its 2020 Proxy Statement (file no. 001-11430) filed on April 22, 2020) (+) |
| | Form of Stock Option Agreement (Incorporated by reference to exhibit 10.12(a) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2019) (+) |
| | Form of Deferred Restricted Stock Unit Agreement (Incorporated by reference to exhibit 10.12(b) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2019) (+) |
| | Company Retirement Plan, as amended and restated, dated August 27, 2020 (Incorporated by reference to exhibit 10.12(b)10.13 filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2020) (+) |
| | Company Supplemental Retirement Plan, amended and restated effective December 31, 2009 (Incorporated by reference to exhibit 10.13 filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2009) (+) |
| | First Amendment to Company Supplemental Retirement Plan, as amended and restated, dated December 22, 2014 (Incorporated by reference to exhibit 10.14(a) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| | Second Amendment to Company Supplemental Retirement Plan, as amended and restated, dated December 20, 2019 (Incorporated by reference to exhibit 10.14(b) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2019) (+) |
| | Company Savings and Investment Plan, as amended and restated, dated December 21, 2012 (Incorporated by reference to exhibit 10.14 filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2012) (+) |
| | Amendment to the Company Savings and Investment Plan, as amended and restated, dated December 5, 2013 (Incorporated by reference to exhibit 10.15(a) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2013) (+) |
| | Amendment to the Company Savings and Investment Plan, as amended and restated, dated December 5, 2013 (Incorporated by reference to exhibit 10.15(b) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2013) (+) |
| | Third Amendment to the Company Savings and Investment Plan, as amended and restated, dated December 22, 2014 (Incorporated by reference to exhibit 10.15(c) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| | Amendment to the Company Savings and Investment Plan, as amended and restated, dated December 31, 2015 (Incorporated by reference to exhibit 10.15(d) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2015)(+) |
| | Amendment to the Company Savings and Investment Plan, as amended and restated, dated July 16, 2020 (Incorporated by reference to exhibit 10.1 filed with the Company'sCompany’s Quarterly Report on Form 10-Q (file no. 001-11430) for the quarter ended June 28, 2020)(+) |
| | Amendment to the Company Savings and Investment Plan, as amended and restated, dated December 21, 2020 (Incorporated by reference to exhibit 10.15(f) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2020) (+) |
| | Amendment to the Company Savings and Investment Plan, as amended and restated, dated May 25, 2022 (Incorporated by reference to exhibit 10.1 filed with the Company’s Quarterly Report on Form 10-Q (file no. 001-11430) for the quarter ended July 3, 2022) (+) |
| | Amendment to the Company Savings and Investment Plan, as amended and restated, dated December 15, 2022 (Incorporated by reference to exhibit 10.14(h) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2022) (+) |
| | Company Supplemental Savings Plan, amended and restated effective December 31, 2009 (Incorporated by reference to exhibit 10.15 filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2009) (+) |
| | Amendment to the Company Supplemental Savings Plan, dated December 28, 2011 (Incorporated by reference to exhibit 10.16(a) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2011)(+) |
| | First Amendment to the Company Supplemental Savings Plan, dated December 22, 2014 (Incorporated by reference to exhibit 10.16(b) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| | Second Amendment to the Company Supplemental Savings Plan, dated December 22, 2014 (Incorporated by reference to exhibit 10.16(c) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| | Third Amendment to the Company Supplemental Savings Plan, dated December 16, 2016 (Incorporated by reference to exhibit 10.16(d) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2016)(+) |
| | Fourth Amendment to the Company Supplemental Savings Plan, dated December 20, 2019 (Incorporated by reference to exhibit 10.16(e) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2019) (+) |
| | Company Health and Welfare Plan, effective as of April 1, 2003 and amended and restated as of January 1, 2006 (Incorporated by reference to exhibit 10.14 filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2006)(+) |
| | Amendment to the Company Health and Welfare Plan, dated May 19, 2009 (Incorporated by reference to exhibit 10.16(a) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2009) (+) |
| | First Amendment to Company Health and Welfare Plan, dated December 22, 2014 (Incorporated by reference to exhibit 10.17(b) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| | Company Retiree Medical Plan, effective as of January 1, 2011 (Incorporated by reference to exhibit 10.17 filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2010)(+) |
| | First Amendment to Company Retiree Medical Plan, dated December 22, 2014 (Incorporated by reference to exhibit 10.18(a) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| | Second Amendment to Company Retiree Medical Plan, dated November 10, 2021 (*)(Incorporated by reference to exhibit 10.18(b) filed with the Company’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2021) (+) |
| | Amended and Restated Grantor Trust Agreement, dated as of April 1, 2010, by and between the Company and the Wilmington Trust Company (Incorporated by reference to exhibit 10.1 filed with the Company'sCompany’s Quarterly Report on Form 10-Q (file no. 001-11430) for the period ended April 4, 2010)(+) |
| | Agreement and Amendment No. 1, dated October 1, 2017, to the Amended and Restated Grantor Trust Agreement, dated as of April 1, 2010, by and between the Company and the Wilmington Trust Company (Incorporated by reference to exhibit 10.19(a) filed with the Company'sCompany’s Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2017)(+) |
| | AMCOL International Corporation Nonqualified Deferred Compensation Plan, as amended (Incorporated by reference to exhibit 10.1 filed with the Annual Report on Form 10-K for the year ended December 31, 2008 of AMCOL International Corporation (file no. 0-15661))(+) |
| | First Amendment to AMCOL International Corporation Nonqualified Deferred Compensation Plan, as amended, dated December 22, 2014 (Incorporated by reference to exhibit 10.20(a) filed with the Company's Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| | Third Amendment to the AMCOL International Corporation Nonqualified Deferred Compensation Plan, as amended, dated August 21, 2015 (Incorporated by reference to exhibit 10.1 filed with the Company's Quarterly Report on Form 10-Q (file no. 001-11430) for the quarter ended September 27, 2015)(+) |
| | AMCOL International Corporation Amended and Restated Supplementary Pension Plan for Employees (Incorporated by reference to the exhibit 10.6 filed with the Annual Report on Form 10-K for the year ended December 31, 2008 of AMCOL International Corporation (file no. 0-15661)) (+) |
| | First Amendment to AMCOL International Corporation Amended and Restated Supplementary Pension Plan for Employees, dated December 22, 2014 (Incorporated by reference to exhibit 10.21(a) filed with the Company's Annual Report on Form 10-K (file no. 001-11430) for the year ended December 31, 2014)(+) |
| | Second Amendment to Amended and Restated Supplementary Pension Plan for Employees of AMCOL International Corporation, dated August 21, 2015 (Incorporated by reference to exhibit 10.2 filed with the Company's Quarterly Report on Form 10-Q (file no. 001-11430) for the quarter ended September 27, 2015)(+) |
| | Third Amendment, dated as of April 18, 2018, to the CreditRefinancing Facility Agreement dated as of May 9, 2014,August 11, 2022, among Minerals Technologies Inc., the subsidiary borrowerscertain subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents party theretoAdministrative Agent. (Incorporated by reference to the exhibit 10.1 filed with the Company'sCompany’s Current Report on Form 8-K (file no. 001-11430) filed on April 20, 2018)August 11, 2022) |
10.2310.20 | | Indenture, dated July 22, 1963, between the Cork Harbour Commissioners and Roofchrome Limited (Incorporated by reference to the exhibit so designated filed with the Company'sCompany’s Registration Statement on Form S-1 (Registration No. 33-51292), originally filed on August 25, 1992) |
| | Subsidiaries of the Company (*) |
| | Consent of Independent Registered Public Accounting Firm (*) |
| | Power of Attorney (*) |
| | Rule 13a-14(a)/15d-14(a) Certification executed by the Company'sCompany’s principal executive officer (*) |
| | Rule 13a-14(a)/15d-14(a) Certification executed by the Company'sCompany’s principal financial officer (*) |
| | Section 1350 Certification (*) |
| | Information Concerning Mine Safety Violations (*) |
| | Policy for Recoupment of Incentive Compensation (*) |
101.INS | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
(+) | Management contract or compensatory plan or arrangement required to be filed pursuant to Item 601 of Regulation S-K. |
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.
| By: | /s/ Douglas T. Dietrich | |
| | Douglas T. Dietrich | |
| | Chairman of the Board and Chief Executive Officer | |
February 18, 202216, 2024
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/ Douglas T. Dietrich | | Chairman of the Board and Chief Executive Officer | | February 18, 202216, 2024 |
Douglas T. Dietrich | | (Principal Executive Officer) | | |
| | | | |
/s/ Matthew E. GarthErik C. Aldag | | Senior Vice President – Finance and Treasury, | | February 18, 202216, 2024 |
Matthew E. GarthErik C. Aldag | | Chief Financial Officer (Principal Financial Officer) | | |
| | | | |
/s/ Michael A. Cipolla | | Vice President – Controller and | | February 18, 202216, 2024 |
Michael A. Cipolla | | Chief Accounting Officer (Principal Accounting Officer) | | |
| | | | |
* | | Director | | February 18, 202216, 2024 |
Joseph C. Breunig | | | | |
| | | | |
* | | Director | | February 18, 202216, 2024 |
John J. Carmola | | | | |
| | | | |
* | | Director | | February 18, 202216, 2024 |
Robert L. Clark | | | | |
| | | | |
* | | Director | | February 18, 202216, 2024 |
Alison A. Deans | | | | |
| | | | |
/s/ Douglas T. Dietrich | | Chairman | | February 18, 202216, 2024 |
Douglas T. Dietrich | | | | |
| | | | |
* | | Director | | February 18, 2022 |
Duane R. Dunham | | | | |
| | | | |
* | | Director | | February 18, 202216, 2024 |
Franklin L. Feder | | | | |
| | | | |
* | | Director | | February 18, 202216, 2024 |
Rocky Motwani | | | | |
| | | | |
* | | Director | | February 16, 2024 |
Carolyn K. Pittman | | | | |
| | | | |
* | | Director | | February 18, 202216, 2024 |
Marc E. Robinson | | | | |
| | | | |
* | | Director | | February 18, 2022 |
Donald C. Winter | | | | |
| | | | |
* | By: /s/ ThomasTimothy J. MeekJordan | | | | |
| ThomasTimothy J. MeekJordan | | | | |
| Attorney-in-Fact | | | | |
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Audited Financial Statements: | Page |
| | |
| | F-2 |
| | |
| | F-3 |
| | |
| | F-4 |
| | |
| | F-5 |
| | |
| | F-6 |
| | |
| | F-7 |
| | |
| F-40F-38 |
| |
| F-44F-41 |
| |
| S-1 |
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED
BALANCE SHEETS
| | December 31, | | | December 31, | |
(millions of dollars, except share and per share amounts) | | 2021 | | | 2020 | | | 2023 | | | 2022 | |
| | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | |
| | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 299.5 | | | $ | 367.7 | | | $ | 317.2 | | | $ | 247.2 | |
Short-term investments, at cost which approximates market | | | 4.9 | | | | 4.1 | | | | 4.3 | | | | 5.6 | |
Accounts receivable | | | 367.8 | | | | 369.0 | | | | 399.1 | | | | 404.0 | |
Inventories | | | 297.7 | | | | 248.2 | | | | 325.4 | | | | 348.8 | |
Prepaid expenses | | | 41.2 | | | | 35.4 | | | | 45.0 | | | | 43.3 | |
Other current assets | | | 17.4 | | | | 9.2 | | | | 8.0 | | | | 21.6 | |
Total current assets | | | 1,028.5 | | | | 1,033.6 | | | | 1,099.0 | | | | 1,070.5 | |
| | | | | | | | | | | | | | | | |
Property, plant and equipment, less accumulated depreciation and depletion | | | 1,049.1 | | | | 1,039.6 | | | | 986.8 | | | | 1,050.4 | |
Goodwill | | | 907.5 | | | | 808.5 | | | | 913.6 | | | | 914.8 | |
Intangible assets | | | 251.6 | | | | 195.8 | | | | 231.0 | | | | 241.9 | |
Deferred income taxes | | | 23.0 | | | | 25.3 | | | | 16.0 | | | | 24.4 | |
Other assets and deferred charges | | | 114.5 | | | | 106.6 | | | | 100.2 | | | | 99.6 | |
Total assets | | $ | 3,374.2 | | | $ | 3,209.4 | | | $ | 3,346.6 | | | $ | 3,401.6 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Short-term debt | | $ | 80.0 | | | $ | 0 | | | $ | 85.4 | | | $ | 119.7 | |
Current maturities of long-term debt | | | 0.8 | | | | 1.0 | | | | 18.0 | | | | 14.5 | |
Accounts payable | | | 196.1 | | | | 148.3 | | | | 188.7 | | | | 193.8 | |
Income tax payable | | | 0 | | | | 8.7 | | | | 14.0 | | | | 9.5 | |
Accrued compensation and related items | | | 57.9 | | | | 60.3 | | | | 59.2 | | | | 55.3 | |
Other current liabilities | | | 85.0 | | | | 77.5 | | | | 92.0 | | | | 109.8 | |
Total current liabilities | | | 419.8 | | | | 295.8 | | | | 457.3 | | | | 502.6 | |
| | | | | | | | | | | | | | | | |
Long-term debt, net of unamortized discount and deferred financing costs | | | 936.2 | | | | 933.2 | | | | 911.1 | | | | 928.1 | |
Deferred income taxes | | | 188.1 | | | | 163.7 | | | | 139.3 | | | | 180.4 | |
Accrued pension and postretirement benefits | | | 114.3 | | | | 179.0 | | | | 51.7 | | | | 63.5 | |
Other non-current liabilities | | | 136.3 | | | | 139.0 | | | | 100.5 | | | | 113.8 | |
Total liabilities | | | 1,794.7 | | | | 1,710.7 | | | | 1,659.9 | | | | 1,788.4 | |
| | | | | | | | | | | | | | | | |
Shareholders' equity: | | | | | | | | | |
Preferred stock, without par value; 1,000,000 shares authorized; NaN issued | | | 0 | | | | 0 | | |
Common stock, par value at $0.10 per share; 100,000,000 shares authorized; Issued 49,347,347 shares in 2021 and 49,051,181 shares in 2020 | | | 4.9 | | | | 4.9 | | |
Shareholders’ equity: | | | | | | | | | |
Preferred stock, without par value; 1,000,000 shares authorized; none issued | | | | — | | | | — | |
Common stock, par value at $0.10 per share; 100,000,000 shares authorized; Issued 49,657,464 shares in 2023 and 49,528,306 shares in 2022 | | | | 4.9 | | | | 4.9 | |
Additional paid-in capital | | | 474.2 | | | | 453.3 | | | | 501.2 | | | | 487.6 | |
Retained earnings | | | 2,168.9 | | | | 2,011.3 | | | | 2,360.6 | | | | 2,284.6 | |
Accumulated other comprehensive loss | | | (333.6 | ) | | | (308.3 | ) | | | (369.4 | ) | | | (366.5 | ) |
Less common stock held in treasury, at cost; 16,170,154 shares in 2021 and 15,168,994 shares in 2020 | | | (775.1 | ) | | | (700.4 | ) | |
Less common stock held in treasury, at cost; 17,252,743 shares in 2023 and 17,033,040 shares in 2022 | | | | (845.3 | ) | | | (831.1 | ) |
| | | | | | | | | | | | | | | | |
Total Minerals Technologies Inc. shareholders' equity | | | 1,539.3 | | | | 1,460.8 | | |
Total Minerals Technologies Inc. shareholders’ equity | | | | 1,652.0 | | | | 1,579.5 | |
Non-controlling interests | | | 40.2 | | | | 37.9 | | | | 34.7 | | | | 33.7 | |
Total shareholders' equity | | | 1,579.5 | | | | 1,498.7 | | |
Total shareholders’ equity | | | | 1,686.7 | | | | 1,613.2 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity | | $ | 3,374.2 | | | $ | 3,209.4 | | |
Total liabilities and shareholders’ equity | | | $ | 3,346.6 | | | $ | 3,401.6 | |
See Notes to Consolidated Financial Statements, which are an integral part of these statements.
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF
INCOME
| | Year Ended December 31, | | | Year Ended December 31, | |
(millions of dollars, except per share data) | | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | |
Net sales | | $ | 1,858.3 | | | $ | 1,594.8 | | | $ | 1,791.0 | | | $ | 2,169.9 | | | $ | 2,125.5 | | | $ | 1,858.3 | |
Cost of goods sold | | | 1,411.8 | | | | 1,189.4 | | | | 1,350.4 | | | | 1,662.8 | | | | 1,660.5 | | | | 1,411.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Production margin | | | 446.5 | | | | 405.4 | | | | 440.6 | | | | 507.1 | | | | 465.0 | | | | 446.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Marketing and administrative expenses | | | 186.2 | | | | 176.5 | | | | 187.5 | | | | 206.0 | | | | 192.1 | | | | 186.2 | |
Research and development expenses | | | 19.5 | | | | 19.9 | | | | 20.3 | | | | 21.2 | | | | 20.4 | | | | 19.5 | |
Impairment of assets | | | | 71.7 | | | | — | | | | — | |
Acquisition-related expenses | | | 4.0 | | | | 3.1 | | | | 0 | | | | 0.3 | | | | 5.1 | | | | 4.0 | |
Litigation expenses | | | 0 | | | | 10.4 | | | | 10.9 | | |
Litigation expenses, net | | | | 29.2 | | | | 32.6 | | | | — | |
Restructuring and other items, net | | | 1.1 | | | | 7.6 | | | | 13.2 | | | | 6.9 | | | | — | | | | 1.1 | |
Income from operations | | | 235.7 | | | | 187.9 | | | | 208.7 | | | | 171.8 | | | | 214.8 | | | | 235.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | (37.2 | ) | | | (38.2 | ) | | | (43.2 | ) | | | (59.2 | ) | | | (43.9 | ) | | | (37.2 | ) |
Debt extinguishment expenses | | | | — | | | | (6.9 | ) | | | — | |
Non-cash pension settlement charge | | | (1.8 | ) | | | (6.4 | ) | | | 0 | | | | — | | | | (3.5 | ) | | | (1.8 | ) |
Other non-operating income (deductions), net | | | 5.6 | | | | (5.3 | ) | | | (8.2 | ) | |
Other non-operating deductions, net | | | | (4.9 | ) | | | (3.8 | ) | | | 5.6 | |
Total non-operating deductions, net | | | (33.4 | ) | | | (49.9 | ) | | | (51.4 | ) | | | (64.1 | ) | | | (58.1 | ) | | | (33.4 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income from operations before tax and equity in earnings | | | 202.3 | | | | 138.0 | | | | 157.3 | | |
Income before tax and equity in earnings | | | | 107.7 | | | | 156.7 | | | | 202.3 | |
Provision for taxes on income | | | 36.6 | | | | 24.4 | | | | 22.8 | | | | 23.7 | | | | 32.1 | | | | 36.6 | |
Equity in earnings of affiliates, net of tax | | | 2.8 | | | | 2.2 | | | | 1.9 | | | | 4.3 | | | | 1.7 | | | | 2.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated net income | | | 168.5 | | | | 115.8 | | | | 136.4 | | |
Net income | | | | 88.3 | | | | 126.3 | | | | 168.5 | |
Less: | | | | | | | | | | | | | | | | | | | | | | | | |
Net income attributable to non-controlling interests | | | 4.1 | | | | 3.4 | | | | 3.7 | | | | 4.2 | | | | 4.1 | | | | 4.1 | |
Net income attributable to Minerals Technologies Inc. (MTI) | | $ | 164.4 | | | $ | 112.4 | | | $ | 132.7 | | | $ | 84.1 | | | $ | 122.2 | | | $ | 164.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic: | | | | | | | | | | | | | | | | | | | | | | | | |
Income from operations attributable to MTI | | $ | 4.89 | | | $ | 3.29 | | | $ | 3.79 | | | $ | 2.59 | | | $ | 3.74 | | | $ | 4.89 | |
Diluted: | | | | | | | | | | | | | | | | | | | | | | | | |
Income from operations attributable to MTI | | $ | 4.86 | | | $ | 3.29 | | | $ | 3.78 | | | $ | 2.58 | | | $ | 3.73 | | | $ | 4.86 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash dividends declared per common share | | $ | 0.20 | | | $ | 0.20 | | | $ | 0.20 | | | $ | 0.25 | | | $ | 0.20 | | | $ | 0.20 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Shares used in computation of earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 33.6 | | | | 34.2 | | | | 35.0 | | | | 32.5 | | | | 32.7 | | | | 33.6 | |
Diluted | | | 33.8 | | | | 34.2 | | | | 35.1 | | | | 32.6 | | | | 32.8 | | | | 33.8 | |
See Notes to Consolidated Financial Statements, which are an integral part of these statements.
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
| | Year Ended December 31, | | | Year Ended December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | |
Consolidated net income | | $ | 168.5 | | | $ | 115.8 | | | $ | 136.4 | | |
Net income | | | $ | 88.3 | | | $ | 126.3 | | | $ | 168.5 | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | (78.9 | ) | | | 10.9 | | | | (29.9 | ) | | | (6.1 | ) | | | (78.9 | ) | | | (78.9 | ) |
Pension and postretirement plan adjustments | | | 45.2 | | | | (18.7 | ) | | | (16.1 | ) | | | 5.6 | | | | 35.3 | | | | 45.2 | |
Unrealized gain (loss) on cash flow hedges | | | 8.4 | | | | (8.5 | ) | | | 0.2 | | | | (3.3 | ) | | | 7.8 | | | | 8.4 | |
Total other comprehensive income (loss), net of tax | | | (25.3 | ) | | | (16.3 | ) | | | (45.8 | ) | |
Total other comprehensive loss, net of tax | | | | (3.8 | ) | | | (35.8 | ) | | | (25.3 | ) |
Total comprehensive income including non-controlling interests | | | 143.2 | | | | 99.5 | | | | 90.6 | | | | 84.5 | | | | 90.5 | | | | 143.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Less: Net income attributable to non-controlling interests | | | 4.1 | | | | 3.4 | | | | 3.7 | | | | 4.2 | | | | 4.1 | | | | 4.1 | |
Less: Foreign currency translation adjustments attributable to non-controlling interests | | | (0.1 | ) | | | 1.7 | | | | 0 | | | | (0.9 | ) | | | (2.9 | ) | | | (0.1 | ) |
Comprehensive income attributable to non-controlling interests | | | 4.0 | | | | 5.1 | | | | 3.7 | | | | 3.3 | | | | 1.2 | | | | 4.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income attributable to Minerals Technologies Inc. | | $ | 139.2 | | | $ | 94.4 | | | $ | 86.9 | | | $ | 81.2 | | | $ | 89.3 | | | $ | 139.2 | |
See Notes to Consolidated Financial Statements, which are an integral part of these statements.
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF
CASH FLOWS
| | Year Ended December 31, | | | Year Ended December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | |
Operating Activities: | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Consolidated net income | | $ | 168.5 | | | $ | 115.8 | | | $ | 136.4 | | |
Net income | | | $ | 88.3 | | | $ | 126.3 | | | $ | 168.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation, depletion and amortization | | | 94.6 | | | | 93.9 | | | | 98.4 | | | | 95.0 | | | | 94.2 | | | | 94.6 | |
Loss on disposal of property, plant and equipment | | | 0.4 | | | | 0.2 | | | | 1.9 | | |
Loss (gain) on disposal of property, plant and equipment | | | | 2.0 | | | | (0.1 | ) | | | 0.4 | |
Deferred income taxes | | | 2.1 | | | | (2.7 | ) | | | (1.4 | ) | | | (34.8 | ) | | | (17.2 | ) | | | 2.1 | |
Pension amortization and settlement loss | | | 13.1 | | | | 13.1 | | | | 9.2 | | | | 2.3 | | | | 8.4 | | | | 13.1 | |
Provision for bad debts | | | 0.9 | | | | 2.6 | | | | 6.3 | | | | 2.8 | | | | 4.1 | | | | 0.9 | |
Stock-based compensation | | | 10.7 | | | | 10.2 | | | | 8.1 | | | | 11.3 | | | | 10.4 | | | | 10.7 | |
Asset write-downs | | | 0.7 | | | | 7.1 | | | | 7.5 | | |
Impairment of assets | | | | 71.7 | | | | — | | | | 0.7 | |
Reduction of right of use asset | | | 12.3 | | | | 12.3 | | | | 12.7 | | | | 14.1 | | | | 12.8 | | | | 12.3 | |
Non-cash debt extinguishment expenses | | | | — | | | | 6.9 | | | | — | |
Restructuring costs | | | | 6.9 | | | | — | | | | 0.4 | |
Other non-cash items | | | (2.8 | ) | | | (2.2 | ) | | | (1.9 | ) | | | (4.3 | ) | | | (1.7 | ) | | | (3.2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Changes in operating assets and liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts receivable | | | (7.2 | ) | | | 13.7 | | | | 9.9 | | | | 1.8 | | | | (48.3 | ) | | | (7.2 | ) |
Inventories | | | (58.2 | ) | | | 8.3 | | | | (16.0 | ) | | | 18.7 | | | | (66.1 | ) | | | (58.2 | ) |
Pension plan funding | | | (11.1 | ) | | | (12.2 | ) | | | (7.7 | ) | | | (9.9 | ) | | | (9.1 | ) | | | (11.1 | ) |
Accounts payable | | | 43.0 | | | | (16.7 | ) | | | (5.1 | ) | | | (2.9 | ) | | | 7.2 | | | | 43.0 | |
Restructuring liabilities | | | (1.4 | ) | | | (1.2 | ) | | | 2.4 | | | | (2.8 | ) | | | (0.7 | ) | | | (1.4 | ) |
Income taxes payable | | | (6.0 | ) | | | 3.9 | | | | 2.5 | | | | 6.7 | | | | 11.7 | | | | (6.0 | ) |
Prepaid expenses and other | | | (27.2 | ) | | | (5.5 | ) | | | (24.9 | ) | | | (33.3 | ) | | | (33.1 | ) | | | (27.2 | ) |
Net cash provided by operating activities | | | 232.4 | | | | 240.6 | | | | 238.3 | | | | 233.6 | | | | 105.7 | | | | 232.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investing Activities: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Purchases of property, plant and equipment | | | (86.0 | ) | | | (66.8 | ) | | | (65.0 | ) | | | (93.5 | ) | | | (82.3 | ) | | | (86.0 | ) |
Cash paid for acquisitions, net of cash acquired | | | (194.4 | ) | | | (9.2 | ) | | | 0 | | | | (1.8 | ) | | | (22.4 | ) | | | (194.4 | ) |
Proceeds from sale of assets | | | 0.7 | | | | 0.7 | | | | 0 | | | | 0.2 | | | | 1.0 | | | | 0.7 | |
Purchases of short-term investments | | | (9.4 | ) | | | (8.7 | ) | | | (5.5 | ) | | | (17.9 | ) | | | (6.6 | ) | | | (9.4 | ) |
Proceeds from sale of short-term investments | | | 8.3 | | | | 5.3 | | | | 7.7 | | | | 20.0 | | | | 6.7 | | | | 8.3 | |
Other investing activities | | | 2.2 | | | | 0 | | | | 0.8 | | | | 1.3 | | | | 2.0 | | | | 2.2 | |
Net cash used in investing activities | | | (278.6 | ) | | | (78.7 | ) | | | (62.0 | ) | | | (91.7 | ) | | | (101.6 | ) | | | (278.6 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Financing Activities: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Long-term debt issuance | | | 0 | | | | 400.0 | | | | 0 | | | | — | | | | 550.0 | | | | — | |
Debt issuance costs | | | 0 | | | | (6.4 | ) | | | 0 | | | | — | | | | (3.3 | ) | | | — | |
Repayment of long-term debt | | | (1.2 | ) | | | (290.1 | ) | | | (88.2 | ) | | | (14.8 | ) | | | (552.3 | ) | | | (1.2 | ) |
Proceeds from issuance of short-term debt | | | 100.5 | | | | 0 | | | | 0 | | | | — | | | | 39.3 | | | | 100.5 | |
Repayment of short-term debt | | | (20.5 | ) | | | (101.2 | ) | | | (4.0 | ) | | | (34.5 | ) | | | — | | | | (20.5 | ) |
Purchase of common stock for treasury | | | (74.7 | ) | | | (40.7 | ) | | | (41.0 | ) | | | (14.2 | ) | | | (56.0 | ) | | | (74.7 | ) |
Proceeds from issuance of stock under option plan | | | 12.8 | | | | 3.2 | | | | 2.2 | | | | 5.1 | | | | 5.7 | | | | 12.8 | |
Tax withholding payments for stock-based compensation | | | (2.7 | ) | | | (2.0 | ) | | | (1.7 | ) | | | (2.8 | ) | | | (3.3 | ) | | | (2.7 | ) |
Dividends paid to non-controlling interests | | | (1.8 | ) | | | (0.7 | ) | | | (4.2 | ) | | | (2.4 | ) | | | (7.7 | ) | | | (1.8 | ) |
Capital contribution from non-controlling interests | | | 0 | | | | 1.7 | | | | 0.6 | | |
Cash dividends paid | | | (6.8 | ) | | | (6.8 | ) | | | (7.0 | ) | | | (8.1 | ) | | | (6.5 | ) | | | (6.8 | ) |
Net cash provided by (used in) financing activities | | | 5.6 | | | | (43.0 | ) | | | (143.3 | ) | | | (71.7 | ) | | | (34.1 | ) | | | 5.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | (27.6 | ) | | | 7.2 | | | | (0.2 | ) | | | (0.2 | ) | | | (22.3 | ) | | | (27.6 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (68.2 | ) | | | 126.1 | | | | 32.8 | | | | 70.0 | | | | (52.3 | ) | | | (68.2 | ) |
Cash and cash equivalents at beginning of period | | | 367.7 | | | | 241.6 | | | | 208.8 | | | | 247.2 | | | | 299.5 | | | | 367.7 | |
Cash and cash equivalents at end of period | | $ | 299.5 | | | $ | 367.7 | | | $ | 241.6 | | | $ | 317.2 | | | $ | 247.2 | | | $ | 299.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | | | | | | | | | | | | | |
Non-cash financing activities | | | | | | | | | | | | | | | | | | | | | | | | |
Treasury stock purchases settled after period end | | $ | 0.5 | | | $ | 1.8 | | | $ | 1.1 | | | $ | 0.6 | | | $ | — | | | $ | 0.5 | |
See Notes to Consolidated Financial Statements, which are an integral part of these statements.
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONSOLI
DATED STATEMENTS OF CHANGES IN
SHAREHOLDERS'SHAREHOLDERS’ EQUITY
| | Equity Attributable to MTI | | | | | | | | | Equity Attributable to MTI | | | | | | | |
(millions of dollars) | | Common Stock | | | Additional Paid-in Capital | | | Retained Earnings | | | Accumulated Other Comprehensive Income (Loss) | | | Treasury Stock | | | Non-controlling Interests | | | Total | | | Common Stock | | | Additional Paid-in Capital | | | Retained Earnings | | | Accumulated Other Comprehensive Loss | | | Treasury Stock | | | Non-controlling Interests | | | Total | |
Balance as of December 31, 2018 | | $ | 4.9 | | | $ | 431.9 | | | $ | 1,769.1 | | | $ | (233.7 | ) | | $ | (618.7 | ) | | $ | 31.8 | | | $ | 1,385.3 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | 0 | | | | 0 | | | | 132.7 | | | | 0 | | | | 0 | | | | 3.7 | | | | 136.4 | | |
Other comprehensive loss | | | 0 | | | | 0 | | | | 0 | | | | (45.8 | ) | | | 0 | | | | 0 | | | | (45.8 | ) | |
Dividends declared | | | 0 | | | | 0 | | | | (7.0 | ) | | | 0 | | | | 0 | | | | 0 | | | | (7.0 | ) | |
Dividends paid to non-controlling interests | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | (4.2 | ) | | | (4.2 | ) | |
Acquisition of non-controlling interest | | | 0 | | | | 0 | | | | 10.9 | | | | (10.9 | ) | | | 0 | | | | 0 | | | | 0 | | |
Capital contribution from non-controlling interests | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0.6 | | | | 0.6 | | |
Issuance of shares pursuant to employee stock compensation plans | | | 0 | | | | 2.2 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 2.2 | | |
Purchase of common stock for treasury | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | (41.0 | ) | | | 0 | | | | (41.0 | ) | |
Stock-based compensation | | | 0 | | | | 8.1 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 8.1 | | |
Balance as of December 31, 2019 | | $ | 4.9 | | | $ | 442.2 | | | $ | 1,905.7 | | | $ | (290.4 | ) | | $ | (659.7 | ) | | $ | 31.9 | | | $ | 1,434.6 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | 0 | | | | 0 | | | | 112.4 | | | | 0 | | | | 0 | | | | 3.4 | | | | 115.8 | | |
Other comprehensive loss | | | 0 | | | | 0 | | | | 0 | | | | (17.9 | ) | | | 0 | | | | 1.6 | | | | (16.3 | ) | |
Dividends declared | | | 0 | | | | 0 | | | | (6.8 | ) | | | 0 | | | | 0 | | | | 0 | | | | (6.8 | ) | |
Dividends paid to non-controlling interests | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | (0.7 | ) | | | (0.7 | ) | |
Capital contribution from non-controlling interests | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 1.7 | | | | 1.7 | | |
Issuance of shares pursuant to employee stock compensation plans | | | 0 | | | | 3.2 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 3.2 | | |
Purchase of common stock for treasury | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | (40.7 | ) | | | 0 | | | | (40.7 | ) | |
Stock-based compensation | | | 0 | | | | 10.2 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 10.2 | | |
Conversion of RSU's for tax withholding | | | 0 | | | | (2.3 | ) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | (2.3 | ) | |
Balance as of December 31, 2020 | | $ | 4.9 | | | $ | 453.3 | | | $ | 2,011.3 | | | $ | (308.3 | ) | | $ | (700.4 | ) | | $ | 37.9 | | | $ | 1,498.7 | | | $ | 4.9 | | | $ | 453.3 | | | $ | 2,011.3 | | | $ | (308.3 | ) | | $ | (700.4 | ) | | $ | 37.9 | | | $ | 1,498.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | 0 | | | | 0 | | | | 164.4 | | | | 0 | | | | 0 | | | | 4.1 | | | | 168.5 | | | | — | | | | — | | | | 164.4 | | | | — | | | | — | | | | 4.1 | | | | 168.5 | |
Other comprehensive loss | | | 0 | | | | 0 | | | | 0 | | | | (25.3 | ) | | | 0 | | | | 0 | | | | (25.3 | ) | | | — | | | | — | | | | — | | | | (25.3 | ) | | | — | | | | — | | | | (25.3 | ) |
Dividends declared | | | 0 | | | | 0 | | | | (6.8 | ) | | | 0 | | | | 0 | | | | 0 | | | | (6.8 | ) | | | — | | | | — | | | | (6.8 | ) | | | — | | | | — | | | | — | | | | (6.8 | ) |
Dividends paid to non-controlling interests | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | (1.8 | ) | | | (1.8 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1.8 | ) | | | (1.8 | ) |
Issuance of shares pursuant to employee stock compensation plans | | | 0 | | | | 12.8 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 12.8 | | | | — | | | | 12.8 | | | | — | | | | — | | | | — | | | | — | | | | 12.8 | |
Purchase of common stock for treasury | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | (74.7 | ) | | | 0 | | | | (74.7 | ) | | | — | | | | — | | | | — | | | | — | | | | (74.7 | ) | | | — | | | | (74.7 | ) |
Stock-based compensation | | | 0 | | | | 10.7 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 10.7 | | | | — | | | | 10.7 | | | | — | | | | — | | | | — | | | | — | | | | 10.7 | |
Conversion of RSU's for tax withholding | | | 0 | | | | (2.6 | ) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | (2.6 | ) | |
Conversion of RSU’s for tax withholding | | | | — | | | | (2.6 | ) | | | — | | | | — | | | | — | | | | — | | | | (2.6 | ) |
Balance as of December 31, 2021 | | $ | 4.9 | | | $ | 474.2 | | | $ | 2,168.9 | | | $ | (333.6 | ) | | $ | (775.1 | ) | | $ | 40.2 | | | $ | 1,579.5 | | | $ | 4.9 | | | $ | 474.2 | | | $ | 2,168.9 | | | $ | (333.6 | ) | | $ | (775.1 | ) | | $ | 40.2 | | | $ | 1,579.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | | — | | | | — | | | | 122.2 | | | | — | | | | — | | | | 4.1 | | | | 126.3 | |
Other comprehensive loss | | | | — | | | | — | | | | — | | | | (32.9 | ) | | | — | | | | (2.9 | ) | | | (35.8 | ) |
Dividends declared | | | | — | | | | — | | | | (6.5 | ) | | | — | | | | — | | | | — | | | | (6.5 | ) |
Dividends paid to non-controlling interests | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (7.7 | ) | | | (7.7 | ) |
Issuance of shares pursuant to employee stock compensation plans | | | | — | | | | 5.7 | | | | — | | | | — | | | | — | | | | — | | | | 5.7 | |
Purchase of common stock for treasury | | | | — | | | | — | | | | — | | | | — | | | | (56.0 | ) | | | — | | | | (56.0 | ) |
Stock-based compensation | | | | — | | | | 10.4 | | | | — | | | | — | | | | — | | | | — | | | | 10.4 | |
Conversion of RSU’s for tax withholding | | | | — | | | | (2.7 | ) | | | — | | | | — | | | | — | | | | — | | | | (2.7 | ) |
Balance as of December 31, 2022 | | | $ | 4.9 | | | $ | 487.6 | | | $ | 2,284.6 | | | $ | (366.5 | ) | | $ | (831.1 | ) | | $ | 33.7 | | | $ | 1,613.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | | — | | | | — | | | | 84.1 | | | | — | | | | — | | | | 4.2 | | | | 88.3 | |
Other comprehensive loss | | | | — | | | | — | | | | — | | | | (2.9 | ) | | | — | | | | (0.9 | ) | | | (3.8 | ) |
Dividends declared | | | | — | | | | — | | | | (8.1 | ) | | | — | | | | — | | | | — | | | | (8.1 | ) |
Dividends paid to non-controlling interests | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2.3 | ) | | | (2.3 | ) |
Issuance of shares pursuant to employee stock compensation plans | | | | — | | | | 5.1 | | | | — | | | | — | | | | — | | | | — | | | | 5.1 | |
Purchase of common stock for treasury | | | | — | | | | — | | | | — | | | | — | | | | (14.2 | ) | | | — | | | | (14.2 | ) |
Stock-based compensation | | | | — | | | | 11.3 | | | | — | | | | — | | | | — | | | | — | | | | 11.3 | |
Conversion of RSU’s for tax withholding | | | | — | | | | (2.8 | ) | | | — | | | | — | | | | — | | | | — | | | | (2.8 | ) |
Balance as of December 31, 2023 | | | $ | 4.9 | | | $ | 501.2 | | | $ | 2,360.6 | | | $ | (369.4 | ) | | $ | (845.3 | ) | | $ | 34.7 | | | $ | 1,686.7 | |
See Notes to Consolidated Financial Statements, which are an integral part of these statements.
Note 1. Summary of Significant Accounting Policies
Business
Minerals Technologies Inc. (the "Company"“Company”) is a resource- and technology-basedleading, technology-driven specialty minerals company that develops, produces, and markets on a worldwide basis a broad range of specialty mineral and mineral-based and synthetic mineral products, and supportingrelated systems and services. The Company serves globally a wide range of consumer and industrial markets, including household and personal care, paper and packaging, food and pharmaceutical, automotive, construction, steel and foundry, environmental, and infrastructure.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company, its wholly and majority-owned subsidiaries, as well as variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The Company employs accounting policies that are in accordance with U.S. generally accepted accounting principles 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, valuation of long-lived assets, goodwill and other intangible assets, certain pension plan assumptions, valuation of deferred income tax assets, and litigation and environmental liabilities. Actual results could differ from those estimates.
Cash Equivalents and Short-term Investments
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Short-term investments consist of financial instruments, mainly bank deposits, with original maturities beyond three months, but less than twelve months. Short-term investments amounted to $4.9$4.3 million and $4.1$5.6 million at December 31, 20212023 and 2020,2022, respectively. There were 0no unrealized holding gains and losses on the short-term bank investments held at December 31, 2021.2023.
Trade Accounts Receivable
Trade accounts receivables are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company'sCompany’s best estimate of the amount of probable credit losses in the Company'sCompany’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. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days based on payment terms are reviewed individually for collectability. Allowance for doubtful accounts was $15.0$20.3 million and $15.1 million at both December 31, 20212023 and 2020.2022, respectively. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.
Inventories
Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method.
Additionally, items such as idle facility expense, excessive spoilage, freight handling costs, and re-handling costs are recognized as current period charges. The allocation of fixed production overheads to the costs of conversion are based upon the normal capacity of the production facility. Fixed overhead costs associated with idle capacity are expensed as incurred.
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. The straight-line method of depreciation is used for substantially all of the assets for financial reporting purposes, except for mining related equipment which uses units-of-production method. 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. The estimated useful lives of our PCC production facilities and machinery and equipment pertaining to our natural stone mining and processing plants and our chemical plants are 15 years.
Property, plant and equipment are depreciated over their useful lives. Useful lives are based on management'smanagement’s estimates of the period that the assets can generate revenue, which does not necessarily coincide with the remaining term of a customer'scustomer’s contractual obligation to purchase products made using those assets. The Company'sCompany’s sales of PCC are predominantly pursuant to long-term evergreen 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. 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 or accelerated depreciation at such facility.
Depletion of mineral reserves is determined on a unit-of-extraction basis for financial reporting purposes, based upon proven and probable reserves, and generally on a percentage depletion basis for tax purposes.
Stripping Costs Incurred During Production
Stripping costs are those costs incurred for the removal of waste materials for the purpose of accessing ore body that will be produced commercially. Stripping costs incurred during the production phase of a mine are variable costs that are included in the costs of inventory produced during the period that the stripping costs are incurred.
Accounting for the Impairment of Long-Lived Assets
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. Goodwill is not amortized, but instead assessed for impairment. Intangible assets with estimable useful lives are amortized on a straight-line basis over their respective estimated lives to the estimated residual values and reviewed for impairment.
The Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then evaluate 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 book value, a second step is performed which compares the fair value of the reporting unit'sunit’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 unit 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 impairment.
In addition to the assessment of goodwill impairment, the Company also reviews its other identifiable intangibles for impairment. Each year, the Company reviews whether events or changes in circumstances could indicate that a long-lived asset'sasset’s carrying amount may not be recoverable. Should such events occur, the value of intangibles not recoverable would be recognized as impairment.
Investment in Joint Ventures
The Company uses the equity method of accounting to incorporaterecord the results of its investments in companies in which it has significant influence but does not control; and cost method of accounting in companies in which it cannot exercise significant control. The Company records the equity in earnings of its investments in joint ventures on a one-month lag. At December 31, 20212023 and 2020,2022, the book value of the Company’s equity method investments was $17.5$20.0 million and $17.0$16.5 million.
Accounting for Asset Retirement Obligations
The Company provides for obligations associated with the retirement of long-lived assets and the associated asset retirement costs. The fair value of a liability for an asset retirement obligation is 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. The Company also provides for legal obligations to perform asset retirement activities where timing or methods of settlement are conditional on future events.
The Company also records liabilities related to land reclamation as a part of the asset retirement obligations. The Company mines land for various minerals using a surface-mining process that requires the removal of overburden. In many instances, the Company is obligated to restore the land upon completion of the mining activity. As the overburden is removed, the Company recognizes this liability for land reclamation based on the estimated fair value of the obligation. The obligation is adjusted to reflect the passage of time and changes in estimated future cash outflows.
Fair Value of Financial Instruments
The recorded amounts of cash and cash equivalents, receivables, short-term borrowings, accounts payable, accrued interest, and variable-rate long-term debt approximate fair value because of the short maturity of those instruments or the variable nature of underlying interest rates. Short-term investments are recorded at cost, which approximates fair market value.
Derivative Financial Instruments
The Company records derivative financial instruments which are used to hedge certain foreign exchange risk at fair value on the balance sheet. See Note 12 for a full description of the Company'sCompany’s hedging activities and related accounting policies.
Revenue Recognition
Revenue is recognized at the point in time when the customer obtains control of the promised goods or services in an amount that reflects the consideration we expect to receive in exchange for those goods or services. The Company'sCompany’s revenues are primarily derived from the sale of products. Our primary performance obligation is satisfied upon shipment or delivery to our customer based on written sales terms, which is also when control is transferred. Revenues from sales of equipment are recorded upon completion of installation and transfer of control to the customer. Revenue where our performance obligations are satisfied in phases is recognized over time using certain input measures based on the measurement of the value transferred to the customer, including milestones achieved. Revenues from services are recorded when the services are performed.
In most of our PCC contracts, the price per ton is based upon the total number of tons sold to the customer during 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. There were 0no significant revenue adjustments in the fourth quarter of 20212023 and 2020,2022, respectively. We have consignment arrangements with certain customers in our RefractoriesEngineered Solutions segment. Revenues for these transactions are recorded when the consigned products are consumed by the customer.
Foreign Currency
The assets and liabilities of the Company'sCompany’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 income (loss) in shareholders'shareholders’ equity. Income statement items are generally translated at monthly average exchange rates prevailing during the period. International subsidiaries operating in highly inflationary economies translate non-monetary assets at historical rates, while net monetary assets are translated at current rates, with the resulting translation adjustments included in net income. At December 31, 2021,2023, the Company had no international subsidiaries operating in highly inflationary economies.economies, with the exception of its subsidiaries in Turkey.
Income Taxes
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. 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 Company operates in multiple taxing jurisdictions, both within the U.S. and outside the U.S. In certain situations, a taxing authority may challenge positions that the Company has adopted in its income tax filings. The Company regularly assesses its tax position for such transactions and includes reserves for those differences in position. The reserves are utilized or reversed once the statute of limitations has expired or the matter is otherwise resolved.
The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in our subjective assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets and statements of operations. The Company'sCompany’s accounting policy is to recognize interest and penalties as part of its provision for income taxes. See Note 8 for additional detail on our uncertain tax positions.
The accompanying financial statements do not include a provision for foreign withholding taxes on international subsidiaries'subsidiaries’ unremitted earnings, which are expected to be permanently reinvested overseas.
Research and Development
Research and development costs are expensed as incurred.
Accounting for Stock-Based Compensation
The Company recognizes compensation expense for share-based awards based upon the grant date fair value over the vesting period.
Pension and Post-retirement Benefits
The Company has defined benefit pension plans covering the majority of its eligible employees. The benefits are generally based on years of service and an employee'semployee’s modified career earnings.
The Company also provides post-retirement healthcare benefits for the majority of its 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.
Environmental
Expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation are expensed. Liabilities are recorded when it is probable the Company will be obligated to pay amounts for environmental site evaluation, remediation or related costs, and such amounts can be reasonably estimated.
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 potentially dilutive common shares outstanding.
Subsequent Events
The Company has evaluated for subsequent events through the date of issuance of its financial statements.
Recently Issued Accounting Standards
Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASUs) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations.
Adoption
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2024-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires entities to report incremental information about significant segment expenses included in a segment’s profit or loss measure, as well as the name and title of Simplifying the Accountingchief operating decision maker. The guidance also requires interim disclosures related to reportable segment profit or loss and assets that had previously only been disclosed annually. The new standard is effective for interim and annual periods beginning on or after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s financial statements.
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2019,2023, the FASB issued ASU 2019-12, "Simplifying the Accounting for2024-09, “Income Taxes (Topic 740): Improvements to Income Taxes"Tax Disclosures”, that requires entities to simplify the accounting fordisclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and improve consistent application by clarifyingincome taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The new standard is effective for interim and annual periods beginning on or amending existing guidance.after December 15, 2024. The Company adopted this guidance on January 1, 2021. Adoptionadoption of this standard didis not expected to have a material impact on the Company's consolidated financial statements.
Adoption of Investments - Equity Securities, Investments - Equity Method and Joint Ventures, and Derivatives and Hedging
In January 2020, the FASB issued ASU 2020-01, "Investments - Equity Securities, Investments - Equity Method and Joint Ventures, and Derivatives and Hedging", which addresses the accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The Company adopted this guidance on January 1, 2021. Adoption of this standard did not have a material impact on the Company's consolidatedCompany’s financial statements.
Note 2. Leases
We determineThe Company determines if an arrangement is a lease at inception. The Company has operating leases for premises, equipment, rail cars and automobiles. Our leases have remaining lease terms of 1 year to 50 years, some of which may include options to extend the leases further. The Company considers these options in determining the lease term used to establish the right-of-use assets and lease liabilities. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based upon the information available at commencement date, or as of implementation of ASC 842, in determining the present value of lease payments.
Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. Certain lease agreements contain both lease and non-lease components. We account for lease components together with non-lease components.
Operating lease cost was $15.3$16.8 million, $15.3$15.7 million and $16.6$15.3 for the years ended December 31, 20212023 , December 31, 20202022 and December 31, 2019,2021, respectively. The components of lease costs are as follows:
| | December 31, | | December 31, | |
(millions of dollars) | 2021 | | 2020 | | | 2019 | | 2023 | | 2022 | | | 2021 | |
Operating lease cost | | $ | 15.2 | | | $ | 15.2 | | | $ | 15.5 | | | $ | 16.7 | | | $ | 15.6 | | | $ | 15.2 | |
Short-term lease cost | | | 0.1 | | | | 0.1 | | | | 1.1 | | | | 0.1 | | | | 0.1 | | | | 0.1 | |
Total | | $ | 15.3 | | | $ | 15.3 | | | $ | 16.6 | | | $ | 16.8 | | | $ | 15.7 | | | $ | 15.3 | |
Supplemental cash flow information and non-cash activity related to our leases are as follows:
(millions of dollars) | | December 31, 2021 | | | December 31, 2023 | |
| | | | | | |
Operating cash flows information: | | | | | | |
Cash paid for amounts included in the measurement of lease liabilities | | $ | 16.0 | | | $ | 16.8 | |
Non-cash activity: | | | | | | | | |
Right-of-use assets obtained in the exchange for operating lease liabilities | | $ | 11.5 | | | $ | 10.0 | |
Weighted average remaining lease term, and weighted average discount rates related to the Company’s leases were as follows:
Weighted-average remaining operating lease term (in years) | | | 7.225.55 | |
Weighted-average operating leases discount rate | | | 5.05.1 | % |
The following table summarizes the Company'sCompany’s outstanding lease assets and liabilities and their classification on the Consolidated Balance Sheet:
| | | December 31, | | | December 31, | |
(millions of dollars) | Balance Sheet Classification | | 2021 | | | 2020 | | Balance Sheet Classification | | 2023 | | | 2022 | |
| | | | | | | | | | | | |
Right-of-use-asset | Other assets and deferred charges | | $ | 49.6 | | | $ | 50.9 | | Other assets and deferred charges | | $ | 44.1 | | | $ | 49.1 | |
Lease liability - current | Other current liabilities | | | 11.7 | | | | 11.7 | | Other current liabilities | | | 13.5 | | | | 13.5 | |
Lease liability - non-current | Other non-current liabilities | | | 47.2 | | | | 49.2 | | Other non-current liabilities | | | 37.9 | | | | 43.9 | |
Future minimum lease payments under the Company'sCompany’s leases as of December 31, 20212023 were as follows:
(millions of dollars) | | December 31, 2021 | | | December 31, 2023 | |
| | | | | | |
2022 | | $ | 14.3 | | |
2023 | | | 12.1 | | |
2024 | | | 9.5 | | | $ | 15.7 | |
2025 | | | 8.0 | | | | 12.5 | |
2026 | | | 7.4 | | | | 10.6 | |
2027 | | | | 7.3 | |
2028 | | | | 5.9 | |
Thereafter | | | 19.3 | | | | 7.6 | |
Total future minimum lease payments | | | 70.6 | | | | 59.6 | |
Less imputed interest | | | (11.7 | ) | | | (8.2 | ) |
Total | | $ | 58.9 | | | $ | 51.4 | |
Note 3. Revenue from Contracts with Customers
The Company’s revenues are primarily derived from the sale of products in product lines within our Performance Materials, Specialty Minerals and Refractories businesses.
On a regular basis the Company reviews its segments and the approach used by the chief operating decision maker to assess performance and allocate resources. Accordingly, in the first quarter of 2021,Effective January 1, 2023, the Company realigned its business reporting structure and reorganized the management structure for its Energy Servicesinto two reportable segments, Consumer & Specialties and Performance Materials operating segments to support MTI's key growth initiatives, more closely align complementary technologies, processes and capabilities, and better reflect the way performance is evaluated and resources are allocated. As a result, Energy Services, was combined into the Environmental Products product line within the Performance Materials operating segment. The Performance Materials' operating segment restated financial results for the years ended 2020 and 2019, by product line, are presented in Note 21 to conform to the current management structure.Engineered Solutions.
Our primary performance obligation (the sale of products) is satisfied upon shipment or delivery to our customers based on written sales terms, which is also when control is transferred. In most of our contracts in our Paper PCCSpecialty Additives product line, which is in our Specialty MineralsConsumer & Specialties segment, the price per ton is based upon the total number of tons sold to the customer during the year. Under these 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.
Revenue from sales of equipment, primarily in our Refractory productsHigh-Temperature Technologies product line within our RefractoriesEngineered Solutions segment, is recorded upon completion of installation and control is transferred to the customer. Revenue from services is recorded when the services have been performed. Included within our Refractory productsHigh-Temperature Technologies product line are certain consignment arrangements with certain customers in our RefractoriesEngineered Solutions segment. Revenues for these transactions are recorded when the consigned products are consumed by the customer and control is transferred.
Revenue where our performance obligations are satisfied in phases is recognized over time using certain input measures based on the measurement of the value transferred to the customer, including milestones achieved.
The following table disaggregates our revenue by major source (product line) for the years ended December 31, 2021, 20202023, 2022 and 2019:2021:
| | Year Ended December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | |
Net Sales | | | | | | | | | |
Household, Personal Care & Specialty Products | | $ | 460.5 | | | $ | 380.2 | | | $ | 376.6 | |
Metalcasting | | | 319.2 | | | | 258.1 | | | | 291.2 | |
Environmental Products | | | 136.3 | | | | 131.6 | | | | 181.8 | |
Building Materials | | | 60.0 | | | | 55.9 | | | | 68.9 | |
Performance Materials | | | 976.0 | | | | 825.8 | | | | 918.5 | |
| | | | | | | | | | | | |
Paper PCC | | | 349.7 | | | | 308.4 | | | | 364.9 | |
Specialty PCC | | | 77.1 | | | | 69.3 | | | | 69.1 | |
Ground Calcium Carbonate | | | 98.1 | | | | 89.3 | | | | 91.3 | |
Talc | | | 54.0 | | | | 43.9 | | | | 49.1 | |
Specialty Minerals | | | 578.9 | | | | 510.9 | | | | 574.4 | |
| | | | | | | | | | | | |
Refractory Products | | | 237.1 | | | | 212.3 | | | | 244.8 | |
Metallurgical Products | | | 66.3 | | | | 45.8 | | | | 53.3 | |
Refractories | | | 303.4 | | | | 258.1 | | | | 298.1 | |
| | | | | | | | | | | | |
Total | | $ | 1,858.3 | | | $ | 1,594.8 | | | $ | 1,791.0 | |
| | Year Ended December 31, | |
(millions of dollars) | | 2023 | | | 2022 | | | 2021 | |
Net Sales | | | | | | | | | |
Household & Personal Care | | $ | 517.6 | | | $ | 476.2 | | | $ | 383.7 | |
Specialty Additives | | | 642.6 | | | | 648.4 | | | | 578.9 | |
Consumer & Specialties Segment | | | 1,160.2 | | | | 1,124.6 | | | | 962.6 | |
| | | | | | | | | | | | |
High-Temperature Technologies | | | 720.9 | | | | 702.5 | | | | 642.7 | |
Environmental & Infrastructure | | | 288.8 | | | | 298.4 | | | | 253.0 | |
Engineered Solutions | | | 1,009.7 | | | | 1,000.9 | | | | 895.7 | |
| | | | | | | | | | | | |
Total | | $ | 2,169.9 | | | $ | 2,125.5 | | | $ | 1,858.3 | |
Note 4. AcquisitionsNormerica Inc.
On July 26, 2021, the Company completed the acquisition of Normerica Inc. (“Normerica”), a leading North American supplier of premium pet care products for approximately $189 million.products. Normerica has production facilities in Canada, the U.S. and Thailand. As a leader in the pet product industry, Normerica provides premium products, both branded and private label to world-class retailers. Its product portfolio consists primarily of bentonite-based cat litter products which are supplied from a network of strategically located manufacturing facilities in Canada and the United States. The results of Normerica are included within our Household & Personal Care & Specialty Products product line in our Performance MaterialsConsumer & Specialties segment. Normerica sales of $48.6 million are included in the Company's consolidated results for the year ended December 31, 2021. The acquisition was financed through a combination of cash on hand and the Company’s credit facilities. The fair value of the total consideration transferred, net of cash acquired, was $187.5 million.
The acquisition has beenwas accounted for using the acquisition method of accounting, which requires, among other things, that we recognize the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. As of December 31, 2021,July 26, 2022, the purchase price allocation remains preliminary as the Company completes its assessment of property, certain reserves, legal and tax matters, obligations, intangible assets and deferred taxes, as well as completes its review of Normerica’s existing accounting policies.had been finalized.
The following table summarizes the Company's preliminary purchase price allocation for the Normerica acquisition as compared with the allocation previously reported on the Company's Form 10-Q for the quarter ended October 3, 2021:
(millions of dollars) | | Preliminary Allocation Previously Reported on Form 10-Q as of October 3, 2021 | | | Increase/ (Decrease) | | | Preliminary Allocation as of December 31, 2021 | |
Accounts receivable | | $ | 8.4 | | | $ | 0 | | | $ | 8.4 | |
Inventories | | | 5.1 | | | | 0 | | | | 5.1 | |
Other current assets | | | 1.4 | | | | 0 | | | | 1.4 | |
Property, plant and equipment | | | 21.2 | | | | 0 | | | | 21.2 | |
Goodwill | | | 106.0 | | | | (1.5 | ) | | | 104.5 | |
Intangible assets | | | 67.0 | | | | 1.1 | | | | 68.1 | |
Total assets acquired | | | 209.1 | | | | (0.4 | ) | | | 208.7 | |
| | | | | | | | | | | | |
Accounts payable | | | 12.8 | | | | 0 | | | | 12.8 | |
Accrued expenses | | | 9.4 | | | | (1.0 | ) | | | 8.4 | |
Total liabilities assumed | | | 22.2 | | | | (1.0 | ) | | | 21.2 | |
Net assets acquired | | $ | 186.9 | | | $ | 0.6 | | | $ | 187.5 | |
The Company used the income, market, or cost approach (or a combination thereof) for the preliminary valuation and used valuation inputs and analyses that were based on market participant assumptions. Changes in assumptions can have a significant impact on the fair value of intangible assets. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability. For certain items, the carrying value was determined to be a reasonable approximation of fair value based on the information available.
Goodwill was calculated as the excess of the consideration transferred over the assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is primarily attributable to fair value of expected synergies from combining the MTI and Normerica businesses and will bewas allocated to the Performance Materials reporting unit. The allocation is expected to be completed during the third quarter of 2022.Consumer & Specialties segment.
Intangible assets acquired of $68.1 million mainly include tradenames of $18.1 million and customer relationships of $50 million.relationships. Tradenames have an estimated useful life of approximately 15 years and customer relationships have an estimated useful life of approximately 20 years.
The Company did not present pro forma and other financial information for the Normerica acquisition, as this is not considered to be a material business combination.acquisition.
Concept Pet Heimtierprodukte GmbH
On April 29, 2022, the Company completed the acquisition of Concept Pet Heimtierprodukte GmbH (“Concept Pet”), a European supplier of pet litter products. The purchase of Concept Pet supports the expansion of our European pet care business, as well as providing additional mineral reserves. The purchase price was $28.0 million and the acquisition was financed through cash on hand. The fair value of the total consideration transferred, net of cash acquired, was $22.4 million. In the second quarter of 2023, an additional $1.8 million of hold back consideration was paid. The results of Concept Pet are included within our Household & Personal Care product line in our Consumer & Specialties segment. The acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that we recognize the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The Company incurred $4.0has recorded goodwill of $9.3 million and $3.1intangible assets of $4.3 million of acquisition-related costs during 2021 and 2020, respectively, which are reflected within the acquisition-related expenses line of the Consolidated Statements of Income.relating to this acquisition.
Other
In November 2021, the Company acquired Specialty PCC assets from a company in the Midwest United States for $6.9 million.
InThe Company incurred $0.3 million, $5.1 million and $4.0 million of acquisition-related costs during 2023, 2022 and 2021, respectively, which are reflected within the third quarteracquisition-related expenses line of 2020, the Company acquired the assetsConsolidated Statements of a mining and hauling company in the western United States for $9.2 million to support our bentonite clay mining operations.Income.
Note 5. Restructuring and Other Items, net
In the third quarter of 2023, the Company recorded a $71.7 million non-cash impairment of long-lived assets charge related to its subsidiaries Barretts Minerals Inc. and Barretts Ventures Texas LLC within the Consumer & Specialties segment. This impairment was triggered by increased claims and continued increases in legal costs, which led to the voluntary filing for relief under Chapter 11 of the U.S. Bankruptcy Code to address and comprehensively resolve Barretts Minerals Inc.’s liabilities associated with the talc claims. See Note 17 for further information.
In the second quarter of 2023, the Company initiated a restructuring and cost savings program to further streamline our cost structure as a result of organizational efficiencies gained through our recent resegmentation. As a result, the Company recorded a charge of $6.6 million for restructuring and other charges related to severance and other costs. In the third quarter of 2023, an incremental charge of $0.3 million was recorded relating to this program.
In the third quarter of 2021, PCA Corporation discontinued the use of PCC at their mill in Jackson, Alabama. As a result, the Company recorded a non-cash asset write-down of $0.7 million and $0.4 million in severance related and other closure costs for its Paper PCC satellite facility at this mill.
During the third quarter of 2020, Domtar Corporation announced the permanent shut down of their previously idled paper machine at their mill in Ashdown, Arkansas. As a result, the Company recorded a non-cash asset write-down charge of $1.1 million for its Paper PCC satellite facility at this mill.
During the second quarter of 2020, Verso Papers announced they would be idling 2 of their paper mills indefinitely. As a result, the Company recorded a non-cash asset write-down charge of $6.0 million and $0.3 million in severance related costs for its Paper PCC satellite facilities at these mills. The Company also recorded lease termination costs at 1 of these closed mills.
During the second quarter of 2019, the Company initiated a restructuring and cost savings program to better align our costs and organizational structure with the current market environment. The Company recorded a $7.5 million non-cash asset write-down charge related to facilities and equipment no longer operating and deemed to be held for sale or discontinued and $5.7 million in other restructuring costs.
The following table outlines the amount of restructuring charges recorded within the Consolidated Statements of Income and the segments they relate to:
Restructuring and Other Items, net | | Year Ended December 31, | | | Year Ended December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | |
Asset Write-Downs | | | | | | | | | | | | | | | | | | |
Performance Materials | | $ | 0 | | | $ | 0 | | | $ | 5.9 | | |
Specialty Minerals | | | 0.7 | | | | 7.1 | | | | 1.6 | | |
Consumer & Specialties | | | $ | 71.7 | | | $ | — | | | $ | 0.7 | |
Total asset write-down charges | | $ | 0.7 | | | $ | 7.1 | | | $ | 7.5 | | | $ | 71.7 | | | $ | — | | | $ | 0.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Severance and other costs | | | | | | | | | | | | | |
Performance Materials | | $ | 0 | | | $ | 0 | | | $ | 2.9 | | |
Specialty Minerals | | | 0.4 | | | | 0.5 | | | | 0.9 | | |
Refractories | | | 0 | | | | 0 | | | | 0.8 | | |
Severance and other employee costs | | | | | | | | | | | | | |
Consumer & Specialties | | | $ | 0.9 | | | $ | — | | | $ | 0.4 | |
Engineered Solutions | | | | 3.2 | | | | — | | | | — | |
Corporate | | | 0 | | | | 0 | | | | 1.1 | | | | 2.8 | | | | — | | | | — | |
Total severance and other employee costs | | $ | 0.4 | | | $ | 0.5 | | | $ | 5.7 | | | $ | 6.9 | | | $ | — | | | $ | 0.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total restructuring and other items, net | | $ | 1.1 | | | $ | 7.6 | | | $ | 13.2 | | | $ | 78.6 | | | $ | — | | | $ | 1.1 | |
At December 31, 20212023 and 2020,2022, the Company had $2.2$3.8 million and $3.6$0 million, respectively, included within other current liabilities within our Consolidated Balance Sheets for cash expenditures needed to satisfy remaining obligations under these reorganization initiatives. The Company expects to pay these amountsremaining restructuring obligations by the end of 2022.the second quarter of 2024.
The following table is a reconciliation of our restructuring liability balance as of December 31, 20212023 and 2020:2022:
| | December 31, | | | December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2023 | | | 2022 | |
Restructuring liability, beginning of period | | $ | 3.6 | | | $ | 5.0 | | | $ | — | | | $ | 2.2 | |
Additional provisions | | | 0.1 | | | | 0.3 | | | | 6.9 | | | | — | |
Cash payments | | | (1.5 | ) | | | (1.6 | ) | | | (2.8 | ) | | | (0.7 | ) |
Other | | | 0 | | | | (0.1 | ) | | | (0.3 | ) | | | (1.5 | ) |
Restructuring liability, end of period | | $ | 2.2 | | | $ | 3.6 | | | $ | 3.8 | | | $ | — | |
Note 6. Stock-Based Compensation
The Company’s 2015 Stock Award and Incentive Plan provides for grants of incentive and non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, stock awards and performance unit awards (the 2015 Stock Award and Incentive Plan, as amended, referred to herein as the “Plan” and together with its predecessor for awards granted prior to May 2015, the 2001 Stock Award and Incentive Plan, as amended and restated, the “Plans”). The Plans are administered by the Compensation Committee of the Board of Directors. Stock options granted under the Plans generally have a ten year term. The exercise price for stock options are at prices at or above 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.
Stock-based compensation expense is recognized in the consolidated financial statements for stock options based on the grant date fair value.
Net income for years ended 2023, 2022 and 2021 2020 and 2019 include $4.9$5.2 million, $4.6$4.8 million and $4.8$4.9 million pre-tax compensation costs, respectively, related to stock option expense as a component of marketing and administrative expenses. All stock option expense is recognized in the consolidated statements of operations. The related tax benefit included in the statement of income on the non-qualified stock options was $1.3$1.4 million, $1.2$1.3 million and $1.3 million for 2021, 20202023, 2022 and 2019,2021, respectively.
Stock Options
The fair value of options granted is estimated on the date of grant using the Black-Scholes valuation model. Compensation expense is recognized only for those options expected to vest, with forfeitures estimated at the date of grant based on the Company'sCompany’s historical experience and future expectations. The forfeiture rate assumption used for the periods ended December 31, 2023, 2022 and 2021 2020was 7.91%, 8.09% and 2019 was 8.38%, 8.45% and 8.85%, respectively.
The weighted average grant date fair value for stock options granted during the years ended December 31, 2023, 2022 and 2021 2020was $25.11, $24.26 and 2019 was $21.62, $18.99 and $18.86, respectively. The weighted average grant date fair value for stock options vested during 2023, 2022 and 2021 2020was $21.56, $19.82 and 2019 was $20.56, $23.85 and $22.46, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2023, 2022 and 2021 2020 and 2019 was $6.1$1.0 million, $2.3$2.0 million and $2.2$6.1 million, respectively.
The fair value for stock awards was estimated at the date of grant using the Black-Scholes option valuation model with the following weighted average assumptions for the years ended December 31, 2021, 20202023, 2022 and 2019:2021:
| | Year Ended December 31, | | | Year Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | |
Expected life (in years) | | | 6.9 | | | | 6.7 | | | | 6.6 | | | | 6.4 | | | | 6.7 | | | | 6.9 | |
Interest rate | | | 0.71 | % | | | 1.67 | % | | | 2.62 | % | | | 3.51 | % | | | 1.70 | % | | | 0.71 | % |
Volatility | | | 32.04 | % | | | 30.34 | % | | | 30.26 | % | | | 32.05 | % | | | 31.92 | % | | | 32.04 | % |
Expected dividend yield | | | 0.31 | % | | | 0.35 | % | | | 0.37 | % | | | 0.30 | % | | | 0.28 | % | | | 0.31 | % |
The expected term of the options represents the estimated period of time until exercised and is based on historical experience of similar awards, based upon contractual terms, vesting schedules, and expectations of future employee behavior. The expected stock-price volatility is based upon the historical and implied volatility of the Company'sCompany’s stock. The interest rate is based upon the implied yield on U.S. Treasury bills with an equivalent remaining term. Estimated dividend yield is based upon historical dividends paid by the Company.
The following table summarizes stock option activity for the year ended December 31, 2021:2023:
| | Awards | | | Weighted Average Exercise Price per Share | | Weighted Average Remaining Contractual Life (Years) | | Aggregate Intrinsic Value (Millions) | | | Awards | | | Weighted Average Exercise Price per Share | | Weighted Average Remaining Contractual Life (Years) | | Aggregate Intrinsic Value (Millions) | |
Awards outstanding at December 31, 2020 | | | 1,363,366 | | | $ | 57.29 | | | | | | |
Awards outstanding at December 31, 2022 | | | | 1,363,418 | | | $ | 62.22 | | | | | |
Granted | | | 255,769 | | | | 66.00 | | | | | | | | 255,620 | | | | 66.08 | | | | | |
Exercised | | | (251,195 | ) | | | 51.12 | | | | | | | | (91,604 | ) | | | 56.82 | | | | | |
Canceled | | | (37,938 | ) | | | 64.92 | | | | | | | | | | (12,972 | ) | | | 67.54 | | | | | | | |
Awards outstanding at December 31, 2021 | | | 1,330,002 | | | $ | 59.91 | | | | 6.14 | | | $ | 18.7 | | |
Awards exercisable at December 31, 2021 | | | 834,060 | | | $ | 59.09 | | | | 4.80 | | | $ | 12.8 | | |
Expired | | | | — | | | | — | | | | | | | |
Awards outstanding at December 31, 2023 | | | | 1,514,462 | | | $ | 63.15 | | | | 5.87 | | | $ | 13.8 | |
Awards exercisable at December 31, 2023 | | | | 1,054,321 | | | $ | 61.39 | | | | 4.74 | | | $ | 11.9 | |
The aggregate intrinsic value above is calculated before applicable income taxes, based on the Company'sCompany’s closing stock price of $73.15$71.31 as of the last business day of the period ended December 31, 20212023 had all options been exercised on that date. The weighted average intrinsic value of the options exercised during 2023, 2022 and 2021 2020was $7.78, $16.34 and 2019 was $24.43 $24.41 and $27.21 per share, respectively. As of December 31, 2021,2023, total unrecognized stock-based compensation expense related to non-vested stock options was approximately $4.9$5.6 million, which is expected to be recognized over a weighted average period of approximately three years.
The Company issues new shares of common stock upon the exercise of stock options.
Non-vested stock option activity for the year ended December 31, 20212023 is as follows:
| | Awards | | | Weighted Average Grant Date Fair Value per Share | | | Awards | | | Weighted Average Grant Date Fair Value per Share | |
Nonvested awards outstanding at December 31, 2020 | | | 487,160 | | | $ | 58.61 | | |
Nonvested awards outstanding at December 31, 2022 | | | | 436,082 | | | $ | 66.41 | |
Granted | | | 255,769 | | | | 66.00 | | | | 255,620 | | | | 66.08 | |
Vested | | | (225,402 | ) | | | 60.88 | | | | (220,676 | ) | | | 64.34 | |
Canceled | | | (21,585 | ) | | | 61.11 | | | | (10,885 | ) | | | 67.65 | |
Nonvested awards outstanding at December 31, 2021 | | | 495,942 | | | $ | 61.28 | | |
Nonvested awards outstanding at December 31, 2023 | | | | 460,141 | | | $ | 67.18 | |
Deferred Restricted Stock Units
The Company has granted key employees units consisting of rights to receive shares of the Company'sCompany’s common stock pursuant to the Plan.Plans. The rights will be deferred for a specified number of years of service, subject to restrictions on transfer and other conditions. Compensation expense for these shares is recognized over the vesting period. The Company granted 102,309units consisting of rights to receive 102,843 shares, 108,21298,464 shares and 116,901102,309 shares for the periods ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively. The fair value was determined based on the market value of unrestricted shares. As of December 31, 2021,2023, there was unrecognized stock-based compensation related to deferred restricted stock units of $6.4$6.9 million, which will be recognized over approximately the next three years. The compensation expense amortized with respect to all units was approximately $5.9$6.0 million, $5.6$5.7 million and $5.2$5.9 million for the periods ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively. In addition, the Company recorded reversals of $2.6$2.7 million, $2.3$2.7 million and $1.9$2.6 million for periods ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively, related mostly to the conversion of restricted stockunits for tax withholding purposes. Such costs and reversals are included in marketing and administrative expenses.
The following table summarizes the deferred restricted stock unit activity for the Plan:
| | Awards | | | Weighted Average Grant Date Fair Value per Share | | | Awards | | | Weighted Average Grant Date Fair Value per Share | |
Unvested balance at December 31, 2020 | | | 201,985 | | | $ | 58.07 | | |
Unvested balance at December 31, 2022 | | | | 176,594 | | | $ | 66.32 | |
Granted | | | 102,309 | | | | 66.20 | | | | 102,843 | | | | 66.01 | |
Vested | | | (51,497 | ) | | | 60.40 | | | | (46,141 | ) | | | 64.25 | |
Canceled | | | (56,664 | ) | | | 60.98 | | | | (45,946 | ) | | | 64.33 | |
Unvested balance at December 31, 2021 | | | 196,133 | | | $ | 60.87 | | |
Unvested balance at December 31, 2023 | | | | 187,350 | | | $ | 67.15 | |
Note 7. Earnings Per Share (EPS)
| | Year Ended December 31, | | | Year Ended December 31, | |
(in millions, except per share data) | | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | |
Net income attributable to MTI | | $ | 164.4 | | | $ | 112.4 | | | $ | 132.7 | | | $ | 84.1 | | | $ | 122.2 | | | $ | 164.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding | | | 33.6 | | | | 34.2 | | | | 35.0 | | | | 32.5 | | | | 32.7 | | | | 33.6 | |
Dilutive effect of stock options and stock units | | | 0.2 | | | | 0 | | | | 0.1 | | |
Dilutive effect of stock options and deferred restricted stock units | | | | 0.1 | | | | 0.1 | | | | 0.2 | |
Weighted average shares outstanding, adjusted | | | 33.8 | | | | 34.2 | | | | 35.1 | | | | 32.6 | | | | 32.8 | | | | 33.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic earnings per share attributable to MTI | | $ | 4.89 | | | $ | 3.29 | | | $ | 3.79 | | | $ | 2.59 | | | $ | 3.74 | | | $ | 4.89 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Diluted earnings per share attributable to MTI | | $ | 4.86 | | | $ | 3.29 | | | $ | 3.78 | | | $ | 2.58 | | | $ | 3.73 | | | $ | 4.86 | |
Of the options outstanding of 1,330,002, 1,363,3661,514,462, 1,363,418 and 1,227,6201,330,002 for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively, options to purchase 510,683917,177 shares, 591,322754,867 shares and 825,331510,683 shares of common stock for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively, were not included in the computation of diluted earnings per share because they were anti-dilutive, as the exercise prices of the options were greater than the average market price of the common shares.
Note 8. Income Taxes
Income (loss) from operations before provision for taxes by domestic and foreign source is as follows:
| | Year Ended December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | |
Income from operations before income taxes and income from affiliates and joint ventures: | | | | | | | | | |
Domestic | | $ | 66.0 | | | $ | 21.4 | | | $ | 46.9 | |
Foreign | | | 136.3 | | | | 116.6 | | | | 110.4 | |
| | $ | 202.3 | | | $ | 138.0 | | | $ | 157.3 | |
| | Year Ended December 31, | |
(millions of dollars) | | 2023 | | | 2022 | | | 2021 | |
Income (loss) from operations before income taxes and income from affiliates and joint ventures: | | | | | | | | | |
Domestic | | $ | (38.9 | ) | | $ | 39.3 | | | $ | 66.0 | |
Foreign | | | 146.6 | | | | 117.4 | | | | 136.3 | |
| | $ | 107.7 | | | $ | 156.7 | | | $ | 202.3 | |
The provision (benefit) for taxes on income consists of the following:
| | Year Ended December 31, | | | Year Ended December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | |
Domestic | | | | | | | | | | | | | | | | | | |
Taxes currently payable | | | | | | | | | | | | | | | | | | |
Federal | | $ | (5.3 | ) | | $ | (7.1 | ) | | $ | (3.3 | ) | | $ | 9.5 | | | $ | 16.3 | | | $ | (5.3 | ) |
State and local | | | 0.4 | | | | 0.2 | | | | 0.8 | | | | 6.7 | | | | 3.3 | | | | 0.4 | |
Deferred income taxes | | | 7.8 | | | | 2.2 | | | | (6.6 | ) | | | (31.5 | ) | | | (16.0 | ) | | | 7.8 | |
Domestic tax provision (benefit) | | | 2.9 | | | | (4.7 | ) | | | (9.1 | ) | | | (15.3 | ) | | | 3.6 | | | | 2.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Foreign | | | | | | | | | | | | | | | | | | | | | | | | |
Taxes currently payable | | | 33.4 | | | | 34.0 | | | | 26.7 | | | | 42.2 | | | | 29.8 | | | | 33.4 | |
Deferred income taxes | | | 0.3 | | | | (4.9 | ) | | | 5.2 | | | | (3.2 | ) | | | (1.3 | ) | | | 0.3 | |
Foreign tax provision | | | 33.7 | | | | 29.1 | | | | 31.9 | | | | 39.0 | | | | 28.5 | | | | 33.7 | |
Total tax provision (benefit) | | $ | 36.6 | | | $ | 24.4 | | | $ | 22.8 | | |
Total tax provision | | | $ | 23.7 | | | $ | 32.1 | | | $ | 36.6 | |
The provision (benefit) 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.
The major elements contributing to the difference between the U.S. federal statutory tax rate and the consolidated effective tax rate are as follows:
| | Year Ended December 31, | | | Year Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | |
U.S. statutory rate | | | 21.0 | % | | | 21.0 | % | | | 21.0 | % | | | 21.0 | % | | | 21.0 | % | | | 21.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Depletion | | | (5.4 | )% | | | (6.2 | )% | | | (5.0 | )% | | | (10.3 | )% | | | (6.1 | )% | | | (5.4 | )% |
Difference between tax provided on foreign earnings and the U.S. statutory rate | | | 2.6 | % | | | 3.3 | % | | | 3.8 | % | | | 7.7 | % | | | 2.4 | % | | | 2.6 | % |
Global Intangible Low-Tax Income (GILTI) | | | 0.7 | % | | | 0.4 | % | | | 0 | | | | 1.0 | % | | | 2.3 | % | | | 0.7 | % |
Foreign Derived Intangible Income | | | (1.4 | )% | | | (1.0 | )% | | | (0.8 | )% | | | (2.5 | )% | | | — | | | | (1.4 | )% |
State and local taxes, net of federal tax benefit | | | 0.7 | % | | | 0 | | | | 0.2 | % | | | (0.1 | )% | | | (0.4 | )% | | | 0.7 | % |
Tax credits and foreign dividends | | | (0.4 | )% | | | (0.6 | )% | | | (0.7 | )% | |
Change in valuation allowance | | | 0 | | | | 0 | | | | 1.0 | % | |
Tax credits | | | | (0.6 | )% | | | (0.4 | )% | | | (0.4 | )% |
Impact of uncertain tax positions | | | (1.1 | )% | | | (0.2 | )% | | | (5.0 | )% | | | 0.2 | % | | | (1.3 | )% | | | (1.1 | )% |
Impact of officer's non-deductible compensation | | | 0.8 | % | | | 1.0 | % | | | 0.8 | % | |
Impact of U.S. Tax Reform | | | 0 | | | | 0 | | | | (1.1 | )% | |
Impact of officer’s non-deductible compensation | | | | 1.9 | % | | | 1.3 | % | | | 0.8 | % |
Foreign Withholding Tax | | | | 2.0 | % | | | 1.2 | % | | | 1.1 | % |
Other | | | 0.6 | % | | | 0 | | | | 0.3 | % | | | 1.7 | % | | | 0.5 | % | | | (0.5 | )% |
Consolidated effective tax rate | | | 18.1 | % | | | 17.7 | % | | | 14.5 | % | | | 22.0 | % | | | 20.5 | % | | | 18.1 | % |
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:
| | December 31, | | | December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2023 | | | 2022 | |
Deferred tax assets attributable to: | | | | | | | | | | | | |
Accrued liabilities | | $ | 29.7 | | | $ | 29.8 | | | $ | 26.8 | | | $ | 28.6 | |
Net operating loss carry forwards | | | 31.8 | | | | 31.1 | | | | 32.8 | | | | 35.5 | |
Pension and post-retirement benefits costs | | | 31.4 | | | | 46.3 | | | | 16.0 | | | | 18.6 | |
Other | | | 22.4 | | | | 28.2 | | | | 38.1 | | | | 29.7 | |
Valuation allowance | | | (22.3 | ) | | | (20.9 | ) | | | (25.2 | ) | | | (24.0 | ) |
Total deferred tax assets | | | 93.0 | | | | 114.5 | | | | 88.5 | | | | 88.4 | |
Deferred tax liabilities attributable to: | | | | | | | | | | | | | | | | |
Plant and equipment, principally due to differences in depreciation | | | 178.8 | | | | 169.5 | | | | 146.0 | | | | 167.0 | |
Intangible assets | | | 69.3 | | | | 69.5 | | | | 53.6 | | | | 67.8 | |
Other | | | 10.0 | | | | 13.9 | | | | 12.2 | | | | 9.6 | |
Total deferred tax liabilities | | | 258.1 | | | | 252.9 | | | | 211.8 | | | | 244.4 | |
Net deferred tax asset (liability) | | $ | (165.1 | ) | | $ | (138.4 | ) | | $ | (123.3 | ) | | $ | (156.0 | ) |
Net deferred tax assets and net deferred tax liabilities are classified as follows:
| December 31, | | December 31, | |
(millions of dollars) | 2021 | | 2020 | | 2023 | | 2022 | |
Net deferred tax asset, long-term | | $ | 23.0 | | | $ | 25.3 | | | $ | 16.0 | | | $ | 24.4 | |
Net deferred tax liability, long-term | | | 188.1 | | | | 163.7 | | | | 139.3 | | | | 180.4 | |
Net deferred tax asset (liability), long-term | | $ | (165.1 | ) | | $ | (138.4 | ) | |
Net deferred tax liability, long-term | | | $ | (123.3 | ) | | $ | (156.0 | ) |
The Company has $31.8$32.8 million of deferred tax assets arising from tax loss carry forwards which will be realized through future operations. Carry forwards of approximately $17.8$21.7 million expire over the next 20 years, and $14.0$11.1 million can be utilized over an indefinite period.
On December 31, 2021,2023, the Company had $5.1$2.8 million of total unrecognized tax benefits. Included in this amount were a total of $3.6$2.1 million of unrecognized income tax benefits that, if recognized, would affect the Company'sCompany’s effective tax rate. While it is expected that the amount of unrecognized tax benefits will change in the next 12 months, we do not expect the change to have a significant impact on the results of operations or the financial position of the Company.
The following table summarizes the activity related to our unrecognized tax benefits:
(millions of dollars) | | 2021 | | | 2020 | | | 2023 | | | 2022 | |
Balance at beginning of the year | | $ | 7.6 | | | $ | 7.9 | | | $ | 2.6 | | | $ | 5.1 | |
Increases related to current year tax positions | | | 0.6 | | | | 0.7 | | | | 0.5 | | | | 0.4 | |
Increases related to new judgements | | | 0.2 | | | | 0 | | |
Decreases related to audit settlements and statue expirations | | | (3.3 | ) | | | (1.0 | ) | |
| | | | | | | | | |
Decreases related to audit settlements and statute expirations | | | | (0.3 | ) | | | (2.9 | ) |
Balance at the end of the year | | $ | 5.1 | | | $ | 7.6 | | | $ | 2.8 | | | $ | 2.6 | |
The Company'sCompany’s accounting policy is to recognize interest and penalties accrued, relating to unrecognized income tax benefits as part of its provision for income taxes. The Company recorded $0.8a benefit of $0.1 million in interest and penalties during 20212023 and had a total accrued balance on December 31, 20212023 of $1.2$0.5 million. The Company believes that its accrued liabilities are sufficient to cover its U.S. and foreign tax contingencies.
The Company operates in multiple taxing jurisdictions, both within and outside the U.S. In certain situations, a taxing authority may challenge positions that the Company has adopted in its income tax filings. The Company, with a few exceptions (none of which are material), is no longer subject to U.S. federal, state, local, and international income tax examinations by tax authorities for years prior to 2015.
Net cash paid for income taxes were $42.5$53.8 million, $28.5$44.0 million and $29.5$42.5 million for the years ended December 31, 2023, 2022 and 2021, 2020 and 2019, respectively.
The Company had approximately $481.4$509.2 million of foreign subsidiaries'subsidiaries’ undistributed earnings as of December 31, 2021.2023. We intend to continue to permanently reinvest these earnings overseas for the foreseeable future and while U.S. federal tax expense has been recognized as a result of recent U.S. Tax Reform, 0tax code changes, no deferred tax liabilities with respect to foreign withholding taxes or state taxes have been recognized.
Note 9. Inventories
The following is a summary of inventories by major category:
| | December 31, | | | December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2023 | | | 2022 | |
Raw materials | | $ | 136.6 | | | $ | 107.1 | | | $ | 144.3 | | | $ | 163.4 | |
Work-in-process | | | 10.7 | | | | 9.0 | | | | 11.7 | | | | 15.6 | |
Finished goods | | | 99.4 | | | | 85.6 | | | | 113.5 | | | | 114.0 | |
Packaging and supplies | | | 51.0 | | | | 46.5 | | | | 55.9 | | | | 55.8 | |
Total inventories | | $ | 297.7 | | | $ | 248.2 | | | $ | 325.4 | | | $ | 348.8 | |
Note 10. Property, Plant and Equipment
The major categories of property, plant and equipment and accumulated depreciation and depletion are presented below:
| | December 31, | |
(millions of dollars) | | 2021 | | | 2020 | |
Mineral rights and reserves | | $ | 554.7 | | | $ | 565.8 | |
Land | | | 50.6 | | | | 50.9 | |
Buildings | | | 229.2 | | | | 225.6 | |
Machinery and equipment | | | 1,262.8 | | | | 1,254.3 | |
Furniture and fixtures and other | | | 139.9 | | | | 138.9 | |
Construction in progress | | | 59.2 | | | | 41.4 | |
| | | 2,296.4 | | | | 2,276.9 | |
Less: accumulated depreciation and depletion | | | (1,247.3 | ) | | | (1,237.3 | ) |
Property, plant and equipment, net | | $ | 1,049.1 | | | $ | 1,039.6 | |
In November 2021, the Company acquired Specialty PCC assets from a company in the Midwest United States for $6.9 million.
| | December 31, | |
(millions of dollars) | | 2023 | | | 2022 | |
Mineral rights and reserves | | $ | 552.6 | | | $ | 604.9 | |
Land | | | 44.5 | | | | 47.3 | |
Buildings | | | 207.3 | | | | 209.8 | |
Machinery and equipment | | | 1,201.1 | | | | 1,248.0 | |
Furniture and fixtures and other | | | 140.0 | | | | 137.1 | |
Construction in progress | | | 44.6 | | | | 41.5 | |
| | | 2,190.1 | | | | 2,288.6 | |
Less: accumulated depreciation and depletion | | | (1,203.3 | ) | | | (1,238.2 | ) |
Property, plant and equipment, net | | $ | 986.8 | | | $ | 1,050.4 | |
In the third quarter of 2020,2023, the Company acquiredrecorded a $71.7 million non-cash impairment of long-lived assets charge related to its subsidiaries Barretts Minerals Inc. and Barretts Ventures Texas LLC within the assets of a mining and hauling company in the western United StatesConsumer & Specialties segment. See Note 17 for $9.2 million to support our bentonite clay mining operations.further information.
Depreciation and depletion expense for the years ended December 31, 2023, 2022 and 2021 2020was $79.4 million, $76.3 million and 2019 was $77.4 million, $77.9 million and $82.1 million, respectively.
Note 11. Goodwill and Other Intangible Assets
Goodwill and other intangible assets with indefinite lives are not amortized, but instead are assessed for impairment, at least annually. The carrying amount of goodwill was $907.5$913.6 million and $808.5$914.8 million as of December 31, 20212023 and December 31, 2020,2022, respectively. The net change in goodwill since December 31, 20212023 was attributable to the acquisitioneffects of Normerica (see Note 4foreign exchange.
As a result of the reorganization of the Company’s segments in the first quarter of 2023, we were required to reallocate our goodwill amongst the Consolidated Financial Statements)new operating segments. The allocation of goodwill was based on the fair value of each reporting unit under both our old and new management structures and the effects to foreign exchange.portions being transferred. This was completed in the third quarter of 2023 and is included below.
The balance of goodwill by segmentreporting unit and the activity occurring in the past two fiscal years is as follows:
(millions of dollars) | | Performance Materials | | | Specialty Minerals | | | Refractories | | | Consolidated | | | Consumer & Specialties | | | Engineered Solutions | | | Consolidated | |
Balance at December 31, 2019 | | $ | 751.2 | | | $ | 12.5 | | | $ | 43.7 | | | $ | 807.4 | | |
Balance at December 31, 2021 | | | $ | 337.9 | | | $ | 569.6 | | | $ | 907.5 | |
| | | | | | | | | | | | | |
Change in goodwill relating to: | | | | | | | | | | | | | |
Concept Pet acquisition | | | | 9.2 | | | | — | | | | 9.2 | |
Foreign exchange translation | | | | (0.7 | ) | | | (1.2 | ) | | | (1.9 | ) |
Total Changes | | | $ | 8.5 | | | $ | (1.2 | ) | | $ | 7.3 | |
| | | | | | | | | | | | | |
Balance at December 31, 2022 | | | $ | 346.4 | | | $ | 568.4 | | | $ | 914.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in goodwill relating to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign exchange translation | | | 1.2 | | | | 0.2 | | | | (0.3 | ) | | | 1.1 | | | | (1.2 | ) | | | — | | | | (1.2 | ) |
Total Changes | | $ | 1.2 | | | $ | 0.2 | | | $ | (0.3 | ) | | $ | 1.1 | | | $ | (1.2 | ) | | $ | — | | | $ | (1.2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2020 | | $ | 752.4 | | | $ | 12.7 | | | $ | 43.4 | | | $ | 808.5 | | |
| | | | | | | | | | | | | | | | | |
Change in goodwill relating to: | | | | | | | | | | | | | | | | | |
Normerica acquisition | | | 104.5 | | | | 0 | | | | 0 | | | | 104.5 | | |
Foreign exchange translation | | | (3.9 | ) | | | (0.1 | ) | | | (1.5 | ) | | | (5.5 | ) | |
Total Changes | | $ | 100.6 | | | $ | (0.1 | ) | | $ | (1.5 | ) | | $ | 99.0 | | |
| | | | | | | | | | | | | | | | | |
Balance at December 31, 2021 | | $ | 853.0 | | | $ | 12.6 | | | $ | 41.9 | | | $ | 907.5 | | |
Balance at December 31, 2023 | | | $ | 345.2 | | | $ | 568.4 | | | $ | 913.6 | |
Acquired intangible assets subject to amortization as of December 31, 20212023 and December 31, 20202022 were as follows:
| | | | | December 31, 2021 | | | December 31, 2020 | | | | | | December 31, 2023 | | | December 31, 2022 | |
| | Weighted Average Useful Life (Years) | | | Gross Carrying Amount | | | Accumulated Amortization | | | Gross Carrying Amount | | | Accumulated Amortization | | | Weighted Average Useful Life (Years) | | | Gross Carrying Amount | | | Accumulated Amortization | | | Gross Carrying Amount | | | Accumulated Amortization | |
Tradenames | | | 34 | | | $ | 221.6 | | | $ | 44.9 | | | $ | 203.9 | | | $ | 38.6 | | | | 34 | | | $ | 221.5 | | | $ | 59.1 | | | $ | 221.2 | | | $ | 52.2 | |
Technology | | | 13 | | | | 18.8 | | | | 11.2 | | | | 18.8 | | | | 9.6 | | | | 13 | | | | 18.8 | | | | 14.2 | | | | 18.8 | | | | 12.6 | |
Patents and trademarks | | | 19 | | | | 6.4 | | | | 6.4 | | | | 6.4 | | | | 6.1 | | | | 19 | | | | 6.4 | | | | 6.4 | | | | 6.4 | | | | 6.4 | |
Customer relationships | | | 21 | | | | 75.2 | | | | 7.9 | | | | 26.9 | | | | 5.9 | | | | 21 | | | | 79.0 | | | | 15.0 | | | | 78.4 | | | | 11.7 | |
| | | 29 | | | $ | 322.0 | | | $ | 70.4 | | | $ | 256.0 | | | $ | 60.2 | | | | 29 | | | $ | 325.7 | | | $ | 94.7 | | | $ | 324.8 | | | $ | 82.9 | |
The weighted average amortization period of the acquired intangible assets subject to amortization is approximately 29 years. Amortization expense was approximately $10.6$12.7 million, $9.3$12.7 million and $9.1$10.6 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively and is recorded within the Marketing and administrative expenses line within the Consolidated Statements of Income. The estimated amortization expense is as follows: 2022 - $12.7 million; 2023 -$12.6; 2024 - $12.6;$12.9 million; 2025 -$12.6 million;12.0; 2026 - $12.6$11.5; 2027 -$11.5 million; 2028 - $11.5 million and $188.3$171.6 million thereafter.
Note 12. Derivative Financial Instruments and Hedging Activities
As a multinational corporation with operations throughout the world, the Company is exposed to certain market risks. The Company uses a variety of practices to manage these market risks, including, when considered appropriate, derivative financial instruments. The Company'sCompany’s objective is to offset gains and losses resulting from interest rates and foreign currency exposures with gains and losses on the derivative contracts used to hedge them. The Company uses derivative financial instruments only for risk management and not for trading or speculative purposes.
By using derivative financial instruments to hedge exposures to changes in interest rates and foreign currencies, 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.
Cash Flow Hedges
For derivative instruments that are designated and qualify as cash flow hedges, the Company records the effective portion of the gain or loss in accumulated other comprehensive income (loss) as a separate component of shareholders'shareholders’ equity. The Company subsequently reclassifies the effective portion of gain or loss into earnings in the period during which the hedged transaction is recognized in earnings.
The Company utilizes interest rate swaps to limit exposure to market fluctuations on floating-rate debt. In the second quarter of 2018, the Company entered into a floating to fixed interest rate swap for a notional amount of $150 million. This interest rate swap matured in May 2023. In the second quarter of 2023, the Company entered into a new floating to fixed interest rate swap for a notional amount of $150 million. The fair value of this swap is a liability of $4.0$0.1 million at December 31, 20212023 and is recorded in other non-current liabilities on the Consolidated Balance Sheet. This interest rate swap is designated as a cash flow hedge. As a result, the gains and losses associated with this interest rate swap is recorded in accumulated other comprehensive income (loss).
Net Investment Hedges
To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, the Company from time to time hedges a portion of our net investment in 1one or more of our foreign subsidiaries. During the second quarter of 2018, the Company entered into a cross currency rate swap with a total notional value of $150 million to exchange monthly fixed-rate interest payments in U.S. dollars for monthly fixed-rate interest rate payments in Euros. This contract maturesmatured in May 2023 and requiresrequired the exchange of Euros and U.S. dollar principal payments upon maturity.The fair value of this swap is an asset of $8.2 million at December 31, 2021 and is recorded in other assets and deferred charges on the Consolidated Balance Sheet. Changes in the fair value of this instrument are recognized in accumulated other comprehensive income (loss) to offset the change in the carrying amount of the net investment being hedged. At maturity, the Company realized, in comprehensive income, from inception, an after-tax gain of $7.6 million. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated.
Other
The Company is exposed to potential gains or losses from foreign currency fluctuations affecting net investments and earnings denominated in foreign currencies. The Company is particularly sensitive to currency exchange rate fluctuations for the following currencies: British pound sterling (GBP), Chinese renminbi (CNY), Euro, Malaysian ringgit (MYR), Polish zloty (PLN), South African Rand (ZAR), Thai baht (THB) and Turkish lira (TRY). When considered appropriate, the Company enters into foreign exchange derivative contracts to mitigate the risk of fluctuations on these exposures. The Company does not designate these contracts for hedge accounting treatment and the changes in fair value of these contracts are recorded in earnings. The Company recorded losses (gains) of $0.7$0.1 million, $0.2$0.8 million and $2.1$0.7 million in other non-operating income (deductions), net within the Consolidated Statements of Income for the years ended 2021, 20202023, 2022 and 20192021 respectively. There were 0no open contracts at December 31, 20212023 and December 31, 2020.2022.
Note 13. Fair Value of Financial Instruments
Fair value is an exchange price that would be received for an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. The Company follows a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Assets and liabilities measured at fair value are based on one or more of three valuation techniques. The three valuation techniques are as follows:
| ● | Market approach – prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. |
| ● | Cost approach – amount that would be required to replace the service capacity of an asset or replacement cost. |
| ● | Income approach – techniques to convert future amounts to a single present amount based on market expectations, including present value techniques, option-pricing and other models. |
The Company primarily applies the income approach for foreign exchange derivatives for recurring fair value measurements and attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.
The following table sets forth by level within the fair value hierarchy the Company'sCompany’s financial assets and liabilities accounted for at fair value on a recurring basis at the end of each of the past two years. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company'sCompany’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.
(millions of dollars) | | | | | Fair Value Measurements Using | | | | Fair Value Measurements Using | |
| | Asset / (Liability) Balance at | | | Quoted Prices in Active Markets for Identical Assets | | | Significant Other Observable Inputs | | | Significant Unobservable Inputs | | Asset / (Liability) Balance at | | Quoted Prices in Active Markets for Identical Assets | | Significant Other Observable Inputs | | Significant Unobservable Inputs | |
Description | | December 31, 2021 | | | (Level 1) | | | (Level 2) | | | (Level 3) | | December 31, 2023 | | (Level 1) | | (Level 2) | | (Level 3) | |
Deferred compensation plan assets | | $ | 14.6 | | | $ | 0 | | | $ | 14.6 | | | $ | 0 | | | $ | 13.7 | | | $ | — | | | $ | 13.7 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Supplementary pension plan assets | | | 16.8 | | | | 0 | | | | 16.8 | | | | 0 | | | | 15.5 | | | | — | | | | 15.5 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cross currency rate swap | | | 8.2 | | | | 0 | | | | 8.2 | | | | 0 | | |
| | | | | | | | | | | | | | | | | |
Interest rate swaps | | | (4.0 | ) | | | 0 | | | | (4.0 | ) | | | 0 | | |
Interest rate swap | | | | (0.1 | ) | | | — | | | | (0.1 | ) | | | — | |
| | | | | Fair Value Measurements Using | | | | | | Fair Value Measurements Using | |
| | Asset / (Liability) Balance at | | | Quoted Prices in Active Markets for Identical Assets | | | Significant Other Observable Inputs | | | Significant Unobservable Inputs | | | Asset / (Liability) Balance at | | | Quoted Prices in Active Markets for Identical Assets | | | Significant Other Observable Inputs | | | Significant Unobservable Inputs | |
Description | | December 31, 2020 | | | (Level 1) | | | (Level 2) | | | (Level 3) | | | December 31, 2022 | | | (Level 1) | | | (Level 2) | | | (Level 3) | |
Deferred compensation plan assets | | $ | 14.2 | | | $ | 0 | | | $ | 14.2 | | | $ | 0 | | | $ | 13.6 | | | $ | — | | | $ | 13.6 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Supplementary pension plan assets | | | 15.0 | | | | 0 | | | | 15.0 | | | | 0 | | | | 13.5 | | | | — | | | | 13.5 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cross currency rate swap | | | 0.4 | | | | 0 | | | | 0.4 | | | | 0 | | | | 13.8 | | | | — | | | | 13.8 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate swaps | | | (7.6 | ) | | | 0 | | | | (7.6 | ) | | | 0 | | |
Interest rate swap | | | | 1.0 | | | | — | | | | 1.0 | | | | — | |
The fair value of foreign exchange contracts is determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets and are categorized as Level 2. Deferred compensation and supplementary pension plan assets related to the Company’s 2014 acquisition of AMCOL businesses andInternational Corporation are valued using quoted prices for similar assets in active markets.
The Company does not have any financial assets or liabilities measured at fair value on a recurring basis categorized as Level 3, except for pension assets discussed in Note 16, and there were 0no transfers in or out of Level 3 during the year ended December 31, 20212023 and 2020.2022. There were also no changes to the Company'sCompany’s valuation techniques used to measure asset and liability fair values on a recurring basis.
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, short-term investments, accounts receivable and payable: 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 based on information derived from active markets. If appropriate, the Company would enter into forward exchange contracts to mitigate the impact of foreign exchange rate movements on the Company'sCompany’s operating results. It does not engage in speculation. Such foreign exchange contracts would offset losses and gains on the assets, liabilities and transactions being hedged.
Credit risk: The Company provides credit to customers in the ordinary course of business. The Company’s customer base is diverse and includes customers located throughout the world. 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 contracts. The Company regularly monitors its credit risk exposures and takes steps to mitigate the likelihood of these exposures resulting in an actual loss. The Company'sCompany’s extension of credit is based on an evaluation of the customer'scustomer’s financial condition and collateral is generally not required.
The Company'sCompany’s bad debt expense for the years ended December 31, 2023, 2022 and 2021 2020 and 2019 was $0.9$2.8 million, $2.6$4.1 million and $6.3$0.9 million, respectively.
Note 15. Long-Term Debt and Commitments
The following is a summary of long-term debt:
| | December 31, | |
(millions of dollars) | | 2021 | | | 2020 | |
Term Loan Facility- Variable Tranche due February 14, 2024, net of unamortized discount and deferred financing costs of $8.8 million and $12.4 million | | $ | 539.2 | | | $ | 535.6 | |
Senior Notes due 2028, net of unamortized deferred financing costs of $5.4 million | | | 394.6 | | | | 393.9 | |
Netherlands Term Loan due 2022 | | | 0.2 | | | | 0.6 | |
Japan Loan Facilities | | | 3.0 | | | | 4.1 | |
Total | | $ | 937.0 | | | $ | 934.2 | |
Less: Current maturities | | | 0.8 | | | | 1.0 | |
Long-term debt | | $ | 936.2 | | | $ | 933.2 | |
| | December 31, | |
(millions of dollars) | | 2023 | | | 2022 | |
Secured Credit Agreement: | | | | | | |
Term Loan due 2027, net of unamortized deferred financing cost of $2.4 million and $3.1 million | | $ | 530.4 | | | $ | 543.5 | |
Senior Notes: | | | | | | | | |
5.00% due 2028, net of unamortized deferred financing costs of $3.9 million and $4.7 million | | | 396.1 | | | | 395.3 | |
Other debt | | | 2.6 | | | | 3.8 | |
Total | | $ | 929.1 | | | $ | 942.6 | |
Less: Current maturities | | | 18.0 | | | | 14.5 | |
Long-term debt | | $ | 911.1 | | | $ | 928.1 | |
On May 9, 2014, in connection with the acquisition of AMCOL International Corporation (“AMCOL”)August 11, 2022, the Company entered into a Refinancing Facility Agreement (the “Amendment”) to amend the Company’s previous credit agreement providing(the “Previous Credit Agreement”; the previous credit agreement, as amended by the Amendment, being the “Amended Credit Agreement”). The Amendment provides for, among other things, a $1,560new senior secured revolving credit facility with aggregate commitments of $300 million (the “Revolving Facility”), a portion of which may be used for the issuance of letters of credit and swingline loans, and a new senior secured term loan facility with aggregate commitments of $550 million (the “Term Loan Facility” and, together with the Revolving Facility, the “Senior Secured Credit Facilities”). The Revolving Facility and the Term Loan Facility replace the facilities under the Previous Credit Agreement, which provided for, among other things, a $788 million senior secured floating rate term loan facility and a $200$300 million senior secured revolving credit facility (the “Revolving Facility” and, together withfacility. The maturity date for loans under the Term Facility, the “Facilities”)Senior Secured Credit Facilities is August 11, 2027.
On June 23, 2015,In the third quarter of 2022, the Company entered into an amendment (the “First Amendment”)recorded $6.9 million in non-cash debt extinguishment expenses related to the refinancing of our credit agreement to repricefacilities, which represents the $1.378 billion then outstanding ondifference between the Term Facility. As amended,redemption payment and the Term Facility had a $1.078 billion floating rate tranche and a $300 million fixed rate tranche. On February 14, 2017,carrying value of the Company entered into an amendment (the “Second Amendment”) todebt at the credit agreement to reprice the $788 million floating rate tranche then outstanding, which extended the maturity and lowered the interest costs by 75 basis points. On April 18, 2018, the Company entered into an amendment (the “Third Amendment”) to the credit agreement to refinance its then existing senior secured revolving credit facility. In connection with the Third Amendment, the existing senior secured revolving credit facility was replaced with a new revolving credit facility with $300 million of aggregate commitments (the "Revolving Credit Facility" and, together with the Term Facility, the "Senior Secured Credit Facilities"). Following the amendments, the loans outstandingrefinancing date. All lenders under the floating rate tranche of the Term Facility are scheduled to mature on February 14, 2024, and the loans outstanding (if any) and commitments under the Revolving Facility will mature and terminate, as the case may be, on April 18, 2023. previous facility were repaid in full.
Loans under the fixed rate tranche of the Term Facility were repaid in full in June 2020. Loans under the floating rate tranche of the Term FacilitySenior Secured Credit Facilities will bear interest at a rate equal to, an adjusted LIBOR rate (subjectat the election of the Company, Term SOFR plus a credit spread adjustment equal to a floor of 0.75%)0.100% plus an applicable margin equal to 2.25%1.500% per annum. Loans under the Revolving Facility bear interest atannum or a rate equal to an adjusted LIBORbase rate plus an applicable margin equal to 1.625%0.500% per annum. Such rates areannum, subject in each case to decrease by up to (a) an increase of 25 basis points in the event that, and for so long as, the Company’s net leverage ratio (as defined in the credit agreement)Amended Credit Agreement) is greater than or equal to 3.00 to 1.00 as of the last day of the preceding fiscal quarter, (b) a decrease of 12.5 basis points in the event that, and for so long as, the net leverage ratio is less than certain thresholds. The variable rate tranche has a 1% required amortization per year.2.00 to 1.00 and greater than or equal to 1.00 to 1.00 as of the last day of the preceding fiscal quarter and (c) an decrease of 25 basis points in the event that, and for so long as, the net leverage ratio is less than 1.00 to 1.00 as of the last day of the preceding fiscal quarter. The Company will pay certain fees under the Amended Credit Agreement, including (a) a commitment fee of 0.250% per annum on the undrawn portion of the Revolving Facility (subject to a step-up to 0.300% and step-downs to 0.175% and0.150% at the same levels described above), (b) a fronting fee of 0.125% per annum on the average daily undrawn amount of, plus unreimbursed amounts in respect of disbursements under, letters of credit agreement, includingissued under the Revolving Facility and (c) customary annual administration fees. The obligations of the Company under the Senior Secured Credit Facilities are unconditionally guaranteed jointly and severally by, subject to certain exceptions, all material domestic subsidiaries of the Company (the “Guarantors”) and secured, subject to certain exceptions, by a security interest in substantially all of the tangible and intangible assets of the Company and the Guarantors. In the third quarter of 2023, the Company’s subsidiaries Barretts Minerals Inc. and Barretts Ventures Texas LLC were removed as borrowers under, and Guarantors of, the Senior Secured Credit Facilities.
The credit agreement contains certain customary affirmative and negative covenants that limit or restrict the ability of the Company and its restricted subsidiaries to enter into certain transactions or take certain actions. In addition, the credit agreement contains a financial covenant that requires the Company, if on the last day of any fiscal quarter loans or letters of credit were outstanding under the Revolving Facility (excluding up to $25 million of letters of credit), to maintain a maximum net leverage ratio (as defined in the credit agreement) of 3.50 to 1.00 for the 4 fiscal quarter period preceding such day. As of December 31, 2021,2023, there were 80 outstanding$85.0 million in loans and $10.6$9.1 million in letters of credit outstanding under the Revolving Facility. The Company is in compliance with all the covenants associated with the Revolving Facility as of the end of the period covered by this report.
On June 30, 2020, the Company issued $400 million aggregate principal amount of 5.0% Senior Notes due 2028 (the "Notes"“Notes”). The Notes were issued pursuant to an indenture, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Company used the net proceeds of its offering of the Notes to repay all of its outstanding loans under the fixed rate tranche of the Term Facility, repay all of its outstanding borrowings under its Revolving Credit Facility, and the remainder for general corporate purposes.
trustee (the “Indenture”). The Notes bear an interest rate of 5.0% per annum payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2021. The Notes are unconditionally guaranteed on a senior unsecured basis by each of the Company'sCompany’s existing and future wholly owned domestic restricted subsidiaries that is a borrower under or that guarantees the Company'sCompany’s obligations under its Senior Secured Credit Facilities or that guarantees the Company'sCompany’s or any of the Company'sCompany’s wholly owned domestic subsidiaries'subsidiaries’ long-term indebtedness in an aggregate amount in excess of $50$50 million. In the third quarter of 2023, the Company’s subsidiaries Barretts Minerals Inc. and Barretts Ventures Texas LLC were removed as guarantors of the Notes.
At any time and from time to time prior to July 1, 2023, the Company may redeem some or all of the Notes for cash at a redemption price equal to 100% of their principal amount, plus the “make-whole” premium described in the Indenture and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning on July 1, 2023, theThe Company may redeem some or all of the Notes at any time and from time to time at the applicable redemption prices listed in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time and from time to time prior to July 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the Notes with funds from 1 or more equity offerings at a redemption price equal to 105% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
If the Company experiences a change of control (as defined in the indenture), the Company is required to offer to repurchase the Notes at 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The indenture containsAmended Credit Agreement and the Indenture both contain certain customary affirmative and negative covenants that limit or restrict the ability of the Company and its restricted subsidiaries to enter into certain transactions or take certain actions, as well as customary events of default.
As part In addition, the Amended Credit Agreement contains financial covenants that require the Company to maintain, as of the Company's acquisitionlast day of Sivomatic, the Company assumed $10.7 million in long-term debt, recorded at fair value, consisting of 2 term loans, 1 of which maturedany fiscal quarter, (x) a maximum net leverage ratio (as defined in the thirdAmended Credit Agreement) of 4.00 to 1.00 for the four fiscal quarter period preceding such day (subject to an increase to 5.00 to 1.00 for four quarters in connection with certain significant acquisitions) and (y) a minimum interest coverage ratio (as defined in the Amended Credit Agreement) of 2020 and3.00 to 1.00. The Company is in compliance with all the other of which maturescovenants contained in 2022. The outstanding loan carries an interest rate of Euribor plus 2.0% and has quarterly repayments. During 2021, the Company repaid $0.4 million onAmended Credit Agreement throughout the period covered by this loan.report.
The Company has a committed loan facility in Japan. As of December 31, 2021,2023, there was an outstanding balance of $3.0$1.4 million on this facility. Principal will be repaid in accordance with the payment schedulesschedule ending in 2021.2026. The Company repaid $0.8$0.5 million on this loan in 2021.2023.
As part of the Concept Pet acquisition, the Company assumed $1.9 million in long-term debt, recorded at fair value, consisting of two terms loans, one that matures in 2025 and one that matures in 2027. Both loans have annual payments and carry a variable interest rate. The Company repaid $0.6 million on these loans during 2023.
As of December 31, 2021,2023, the Company had $25.9$25.5 million in uncommitted short-term bank credit lines, NaN$0.4 million of which were in use.
There were $80.0$85.4 million and 0$119.7 million short-term borrowings as of December 31, 20212023 and 2020,2022, respectively. The weighted average interest raterates on short-term borrowings outstanding was 6.9% and 3.8% as of December 31, 2021 was 1.8%.21, 2023 and 2022, respectively.
The aggregate maturities of long-term debt are as follows: $0.8$18.0 million in 2022; $0.6 million in 2023; $548.6 million in 2024, $0.62024; $31.8 million in 2025; $0.6$42.0 million in 2026, $443.7 million in 2027; $400.0 million in 2028 and $400.0$0.0 million thereafter.
During 2021, 20202023, 2022 and 2019,2021, respectively, the Company incurred interest costs of $64.1 million, $48.6 million and $42.1 million, $40.7including $1.0 million, $1.3 million and $46.0 million, including $1.5 million, $0.6 million and $0.6 million, respectively, which were capitalized. Interest paid approximated the incurred interest cost.
Note 16. Benefit Plans
Pension Plans and Other Postretirement Benefit Plans
The Company and its subsidiaries have pension plans covering the majority of eligible employees on a contributory or non-contributory basis. Benefits under defined benefit plans are generally based on years of service and an employee'semployee’s career earnings. Employees generally become fully vested after five years.
The Company also provides postretirement health care and life insurance benefits for the majority 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 Company’s disclosures for the U.S. plans have been combined with those outside of the U.S. as the international plans do not have significantly different assumptions, and together represent less than 22%approximately 21% of our total benefit obligation.
The following table set forth Company'sCompany’s pension obligation and funded status at December 31:
| | Pension Benefits | | | Post-Retirement Benefits | | | Pension Benefits | | | Post-Retirement Benefits | |
(millions of dollars) | | 2021 | | | 2020 | | | 2021 | | | 2020 | | | 2023 | | | 2022 | | | 2023 | | | 2022 | |
Change in benefit obligations: | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning projected benefit obligation | | $ | 534.3 | | | $ | 484.4 | | | $ | 4.6 | | | $ | 5.9 | | | $ | 348.9 | | | $ | 495.0 | | | $ | 1.8 | | | $ | 2.3 | |
Service cost | | | 7.7 | | | | 7.7 | | | | 0.1 | | | | 0.2 | | | | 4.5 | | | | 6.6 | | | | — | | | | — | |
Interest cost | | | 7.9 | | | | 10.5 | | | | 0.1 | | | | 0.2 | | | | 16.0 | | | | 11.0 | | | | 0.1 | | | | — | |
Actuarial (gain)/loss | | | (23.8 | ) | | | 56.5 | | | | (0.3 | ) | | | (1.3 | ) | |
Actuarial loss (gain) | | | | 11.4 | | | | (124.2 | ) | | | 0.1 | | | | (0.4 | ) |
Benefits paid | | | (12.4 | ) | | | (12.3 | ) | | | (0.5 | ) | | | (0.4 | ) | | | (15.0 | ) | | | (12.4 | ) | | | — | | | | (0.1 | ) |
Settlements | | | (16.3 | ) | | | (18.4 | ) | | | (1.6 | ) | | | 0 | | | | (0.5 | ) | | | (18.4 | ) | | | — | | | | — | |
Foreign exchange impact | | | (2.7 | ) | | | 5.5 | | | | (0.1 | ) | | | 0 | | | | 3.3 | | | | (9.0 | ) | | | — | | | | — | |
Other | | | 0.3 | | | | 0.4 | | | | 0 | | | | 0 | | | | 0.3 | | | | 0.3 | | | | — | | | | — | |
Ending projected benefit obligation | | | 495.0 | | | | 534.3 | | | | 2.3 | | | | 4.6 | | | | 368.9 | | | | 348.9 | | | | 2.0 | | | | 1.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in plan assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning fair value | | | 358.2 | | | | 340.0 | | | | 0 | | | | 0 | | | | 285.4 | | | | 381.4 | | | | — | | | | — | |
Actual return on plan assets | | | 44.0 | | | | 31.1 | | | | 0 | | | | 0 | | |
Actual return (loss) on plan assets | | | | 34.4 | | | | (61.6 | ) | | | — | | | | — | |
Employer contributions | | | 10.7 | | | | 11.8 | | | | 0.5 | | | | 0.4 | | | | 9.9 | | | | 9.0 | | | | — | | | | 0.1 | |
Plan participants' contributions | | | 0.3 | | | | 0.3 | | | | 0 | | | | 0 | | |
Plan participants’ contributions | | | | 0.3 | | | | 0.3 | | | | — | | | | — | |
Benefits paid | | | (12.4 | ) | | | (12.2 | ) | | | (0.5 | ) | | | (0.4 | ) | | | (15.0 | ) | | | (12.4 | ) | | | — | | | | (0.1 | ) |
Settlements | | | (17.1 | ) | | | (16.9 | ) | | | 0 | | | | 0 | | | | (0.5 | ) | | | (24.2 | ) | | | — | | | | — | |
Foreign exchange impact | | | (2.3 | ) | | | 4.1 | | | | 0 | | | | 0 | | | | 2.9 | | | | (7.1 | ) | | | — | | | | — | |
Ending fair value | | | 381.4 | | | | 358.2 | | | | 0 | | | | 0 | | | | 317.4 | | | | 285.4 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Funded status | | $ | (113.6 | ) | | $ | (176.1 | ) | | $ | (2.3 | ) | | $ | (4.6 | ) | | $ | (51.5 | ) | | $ | (63.5 | ) | | $ | (2.0 | ) | | $ | (1.8 | ) |
Amounts recognized in the consolidated balance sheet consist of:
| Pension Benefits | | Post-Retirement Benefits | | Pension Benefits | | Post-Retirement Benefits | |
(millions of dollars) | 2021 | | 2020 | | 2021 | | 2020 | | 2023 | | 2022 | | 2023 | | 2022 | |
Current liability | | $ | (1.4 | ) | | $ | (1.4 | ) | | $ | (0.2 | ) | | $ | (0.3 | ) | | $ | (1.8 | ) | | $ | (1.7 | ) | | $ | (0.1 | ) | | $ | (0.1 | ) |
Non-current liability | | | (112.2 | ) | | | (174.7 | ) | | | (2.1 | ) | | | (4.3 | ) | | | (49.7 | ) | | | (61.8 | ) | | | (1.9 | ) | | | (1.7 | ) |
Recognized liability | | $ | (113.6 | ) | | $ | (176.1 | ) | | $ | (2.3 | ) | | $ | (4.6 | ) | | $ | (51.5 | ) | | $ | (63.5 | ) | | $ | (2.0 | ) | | $ | (1.8 | ) |
The current portion of pension liabilities is included in accrued compensation and related items.
Amounts recognized in accumulated other comprehensive income,loss, net of related tax effects, consist of:
| Pension Benefits | | Post-Retirement Benefits | | Pension Benefits | | Post-Retirement Benefits | |
(millions of dollars) | 2021 | | 2020 | | 2021 | | 2020 | | 2023 | | 2022 | | 2023 | | 2022 | |
Net actuarial (gain) loss | | $ | 73.2 | | | $ | 119.0 | | | $ | (3.7 | ) | | $ | (4.2 | ) | | $ | 32.0 | | | $ | 38.0 | | | $ | (3.3 | ) | | $ | (3.8 | ) |
Prior service cost | | | 0.1 | | | | 0.1 | | | | 0 | | | | 0 | | | | 0.1 | | | | 0.1 | | | | — | | | | — | |
Amount recognized end of year | | $ | 73.3 | | | $ | 119.1 | | | $ | (3.7 | ) | | $ | (4.2 | ) | | $ | 32.1 | | | $ | 38.1 | | | $ | (3.3 | ) | | $ | (3.8 | ) |
The accumulated benefit obligation for all defined benefit pension plans was $408.7$350.3 million and $501.7$297.4 million at December 31, 20212023 and 2020,2022, respectively. The decrease in the Company's pension obligation for 2021 is primarily attributable to actuarial gains resulting from the increase in the discount rate. The accumulated benefit obligations and projected benefit obligations are in excess of the plan assets for eachprimarily all of the Company'sCompany’s defined benefit plans.
Changes in the Plan assets and benefit obligations recognized in other comprehensive income:
| | Pension Benefits | | | Post-Retirement Benefits | | Pension Benefits | | Post-Retirement Benefits | |
(millions of dollars) | | 2021 | | | 2020 | | | 2021 | | | 2020 | | 2023 | | 2022 | | 2023 | | 2022 | |
Current year actuarial gain (loss) | | $ | 36.7 | | | $ | (29.6 | ) | | $ | 0.1 | | | $ | 0.9 | | | $ | 3.8 | | | $ | 31.2 | | | $ | (0.1 | ) | | $ | 0.4 | |
Amortization of actuarial (gain) loss | | | 9.0 | | | | 10.5 | | | | (0.6 | ) | | | (0.5 | ) | | | 2.2 | | | | 4.0 | | | | (0.3 | ) | | | (0.3 | ) |
Amortization of prior service credit (gain) loss | | | 0 | | | | 0 | | | | 0 | | | | 0 | | |
Total recognized in other comprehensive income | | $ | 45.7 | | | $ | (19.1 | ) | | $ | (0.5 | ) | | $ | 0.4 | | | $ | 6.0 | | | $ | 35.2 | | | $ | (0.4 | ) | | $ | 0.1 | |
The components of net periodic benefit costs are as follows:
| | Pension Benefits | | | Post-Retirement Benefits | | | Pension Benefits | | | Post-Retirement Benefits | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | | | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | | | 2023 | | | 2022 | | | 2021 | |
Service cost | | $ | 7.7 | | | $ | 7.7 | | | $ | 6.8 | | | $ | 0.1 | | | $ | 0.2 | | | $ | 0.2 | | | $ | 4.5 | | | $ | 6.6 | | | $ | 7.7 | | | $ | — | | | $ | — | | | $ | 0.1 | |
Interest cost | | | 7.9 | | | | 10.5 | | | | 14.0 | | | | 0.1 | | | | 0.2 | | | | 0.2 | | | | 16.0 | | | | 11.0 | | | | 7.9 | | | | 0.1 | | | | — | | | | 0.1 | |
Expected return on plan assets | | | (22.0 | ) | | | (20.1 | ) | | | (18.2 | ) | | | 0 | | | | 0 | | | | 0 | | | | (17.8 | ) | | | (21.5 | ) | | | (22.0 | ) | | | — | | | | — | | | | — | |
Amortization of prior service cost | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | |
Recognized net actuarial (gain) loss | | | 12.1 | | | | 13.9 | | | | 10.1 | | | | (0.8 | ) | | | (0.9 | ) | | | (0.9 | ) | | | 2.9 | | | | 5.3 | | | | 12.1 | | | | (0.5 | ) | | | (0.4 | ) | | | (0.8 | ) |
Settlement/curtailment (gain) loss | | | 3.4 | | | | 6.4 | | | | (0.1 | ) | | | (1.6 | ) | | | 0 | | | | 0 | | | | 0.1 | | | | 3.5 | | | | 3.4 | | | | — | | | | — | | | | (1.6 | ) |
Net periodic benefit cost | | $ | 9.1 | | | $ | 18.4 | | | $ | 12.6 | | | $ | (2.2 | ) | | $ | (0.5 | ) | | $ | (0.5 | ) | | $ | 5.7 | | | $ | 4.9 | | | $ | 9.1 | | | $ | (0.4 | ) | | $ | (0.4 | ) | | $ | (2.2 | ) |
Unrecognized prior service cost is amortized over the average remaining service period of each active employee.
The Company'sCompany’s funding policy for U.S. plans generally is to contribute annually into trust funds at a rate that provides for future plan benefits and maintains appropriate funded percentages. Annual contributions to the U.S. qualified plans are at least sufficient to satisfy regulatory funding standards and are not more than the maximum amount deductible for income tax purposes. The funding policies for the international plans conform to local governmental and tax requirements. The plans'plans’ assets are invested primarily in stocks and bonds.
Additional Information
The weighted average assumptions used to determine net periodic benefit cost in the accounting for the pension benefit plans and other benefit plans for the years ended December 31, 2021, 20202023, 2022 and 20192021 are as follows:
| | Year Ended December 31, | | | Year Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | |
Discount rate | | | 2.01 | % | | | 2.74 | % | | | 3.75 | % | | | 4.84 | % | | | 4.30 | % | | | 2.01 | % |
Expected return on plan assets | | | 6.28 | % | | | 6.32 | % | | | 6.43 | % | | | 6.53 | % | | | 6.34 | % | | | 6.28 | % |
Rate of compensation increase | | | 2.72 | % | | | 2.72 | % | | | 3.01 | % | | | 2.77 | % | | | 2.74 | % | | | 2.72 | % |
Interest crediting rate | | | 2.25 | % | | | 3.75 | % | | | 2.57 | % | | | 2.25 | % | | | 2.25 | % | | | 2.25 | % |
The weighted average assumptions used to determine benefit obligations for the pension benefit plans and other benefit plans at December 31, 2021, 20202023, 2022 and 20192021 are as follows:
| Year Ended December 31, | | Year Ended December 31, | |
| 2021 | | 2020 | | 2019 | | 2023 | | 2022 | | 2021 | |
Discount rate | | | 2.42 | % | | | 2.01 | % | | | 2.75 | % | | | 4.63 | % | | | 4.84 | % | | | 2.42 | % |
Rate of compensation increase | | | 2.74 | % | | | 2.98 | % | | | 2.99 | % | | | 2.76 | % | | | 2.76 | % | | | 2.74 | % |
For 2021, 20202023, 2022 and 2019,2021, the discount rate was based on the FTSE Pension Discount Curve, a Citigroup yield curve of high quality corporate bonds with cash flows matching our plans'plans’ expected benefit payments. The expected return on plan assets is based on our asset allocation mix and our historical return, taking into account current and expected market conditions. The actual returnreturn/(loss) on pension assets was approximately 11% in 2023, (22)% in 2022 and 12% in 2021, 9% in 2020 and 15% in 2019.2021.
The Company maintains a self-funded health insurance plan for its retirees. This plan provided that the maximum health care cost trend rate would be 5%. Effective June 2010, the Company amended its plan to change the eligibility requirement for retirees and revised its plan so that increases in expected health care costs would be borne by the retiree. Effective January 1, 2022, the plan was closed to new retirees. Accordingly, a $1.6 million curtailment gains was recognized as part of net periodic pension cost for the year ended December 31, 2021.
Plan Assets
The Company'sCompany’s pension plan weighted average asset allocation percentages at December 31, 20212023 and 20202022 by asset category are as follows:
| | December 31, | | | December 31, | |
| | 2021 | | | 2020 | | | 2023 | | | 2022 | |
Asset Category | | | | | | | | | | | | |
Equity securities | | | 54.2 | % | | | 55.8 | % | | | 51.3 | % | | | 54.3 | % |
Fixed income securities | | | 30.6 | % | | | 27.8 | % | | | 35.3 | % | | | 32.2 | % |
Real estate | | | 0.3 | % | | | 0.3 | % | | | 0.3 | % | | | 0.3 | % |
Other | | | 14.9 | % | | | 16.1 | % | | | 13.1 | % | | | 13.2 | % |
Total | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
The Company'sCompany’s pension plan fair values at December 31, 20212023 and 20202022 by asset category are as follows:
| | December 31, | | | December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2023 | | | 2022 | |
Asset Category | | | | | | | | | | | | |
Equity securities | | $ | 206.7 | | | $ | 200.0 | | | $ | 162.9 | | | $ | 155.0 | |
Fixed income securities | | | 116.5 | | | | 99.7 | | | | 112.0 | | | | 91.9 | |
Real estate | | | 1.0 | | | | 1.0 | | | | 0.8 | | | | 0.8 | |
Other | | | 57.1 | | | | 57.5 | | | | 41.7 | | | | 37.7 | |
Total | | $ | 381.3 | | | $ | 358.2 | | | $ | 317.4 | | | $ | 285.4 | |
The following table presents domestic and foreign pension plan assets information at December 31, 2021, 20202023, 2022 and 20192021 (the measurement date of pension plan assets):
| U.S. Plans | | International Plans | | U.S. Plans | | International Plans | |
(millions of dollars) | 2021 | | 2020 | | 2019 | | 2021 | | 2020 | | 2019 | | 2023 | | 2022 | | 2021 | | 2023 | | 2022 | | 2021 | |
Fair value of plan assets | | $ | 293.7 | | | $ | 271.6 | | | $ | 261.5 | | | $ | 87.6 | | | $ | 86.6 | | | $ | 78.5 | | | $ | 251.4 | | | $ | 226.4 | | | $ | 293.8 | | | $ | 66.0 | | | $ | 59.0 | | | $ | 87.6 | |
The following table summarizes our defined benefit pension plan assets measured at fair value as of December 31, 2021:2023:
| | Quoted Prices in Active Markets for Identical Assets | | | Significant Other Observable Inputs | | | Significant Unobservable Inputs | | | | | Quoted Prices in Active Markets for Identical Assets | | | Significant Other Observable Inputs | | | Significant Unobservable Inputs | | | | |
(millions of dollars) | | (Level 1) | | | (Level 2) | | | (Level 3) | | | Total | | | (Level 1) | | | (Level 2) | | | (Level 3) | | | Total | |
Pension Assets Fair Value as of December 31, 2021 | | | | | | | | | | | | | |
Pension Assets Fair Value as of December 31, 2023 | | | | | | | | | | | | | |
Equity securities | | | | | | | | | | | | | | | | | | | | | | | | |
US equities | | $ | 182.7 | | | $ | 0 | | | $ | 0 | | | $ | 182.7 | | | $ | 142.5 | | | $ | — | | | $ | — | | | $ | 142.5 | |
Non-US equities | | | 24.0 | | | | 0 | | | | 0 | | | | 24.0 | | | | 20.4 | | | | — | | | | — | | | | 20.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed income securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate debt instruments | | | 96.4 | | | | 20.1 | | | | 0 | | | | 116.5 | | | | 98.0 | | | | 14.0 | | | | — | | | | 112.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate and other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate | | | 0 | | | | 0 | | | | 1.0 | | | | 1.0 | | | | — | | | | — | | | | 0.8 | | | | 0.8 | |
Other | | | 0.4 | | | | 51.7 | | | | 5.0 | | | | 57.1 | | | | 0.4 | | | | 35.0 | | | | 6.3 | | | | 41.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 303.5 | | | $ | 71.8 | | | $ | 6.0 | | | $ | 381.3 | | | $ | 261.3 | | | $ | 49.0 | | | $ | 7.1 | | | $ | 317.4 | |
The following table summarizes our defined benefit pension plan assets measured at fair value as of December 31, 2020:2022:
| | Quoted Prices in Active Markets for Identical Assets | | | Significant Other Observable Inputs | | | Significant Unobservable Inputs | | | | | Quoted Prices in Active Markets for Identical Assets | | | Significant Other Observable Inputs | | | Significant Unobservable Inputs | | | | |
(millions of dollars) | | (Level 1) | | | (Level 2) | | | (Level 3) | | | Total | | | (Level 1) | | | (Level 2) | | | (Level 3) | | | Total | |
Pension Assets Fair Value as of December 31, 2020 | | | | | | | | | | | | | |
Pension Assets Fair Value as of December 31, 2022 | | | | | | | | | | | | | |
Equity securities | | | | | | | | | | | | | | | | | | | | | | | | |
US equities | | $ | 182.0 | | | $ | 0 | | | $ | 0 | | | $ | 182.0 | | | $ | 135.7 | | | $ | — | | | $ | — | | | $ | 135.7 | |
Non-US equities | | | 18.0 | | | | 0 | | | | 0 | | | | 18.0 | | | | 19.3 | | | | — | | | | — | | | | 19.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed income securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate debt instruments | | | 80.4 | | | | 19.3 | | | | 0 | | | | 99.7 | | | | 79.6 | | | | 12.3 | | | | — | | | | 91.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate and other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate | | | 0 | | | | 0 | | | | 1.0 | | | | 1.0 | | | | — | | | | — | | | | 0.8 | | | | 0.8 | |
Other | | | 0.3 | | | | 49.9 | | | | 7.3 | | | | 57.5 | | | | 0.3 | | | | 30.6 | | | | 6.8 | | | | 37.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 280.7 | | | $ | 69.2 | | | $ | 8.3 | | | $ | 358.2 | | | $ | 234.9 | | | $ | 42.9 | | | $ | 7.6 | | | $ | 285.4 | |
U.S. equities – This class included actively and passively managed common equity securities comprised primarily of large-capitalization stocks with value, core and growth strategies.
Non-U.S. equities – This class included actively managed common equity securities comprised primarily of international large-capitalization stocks.
Fixed income – This class included debt instruments issued by the US Treasury, and corporate debt instruments.
Real Estate and other – This class includes assets related to real estate and other assets such as insurance contracts.
Asset classified as Level 1 are valued using quoted prices on major stock exchange on which individual assets are traded. Our Level 2 assets are valued using net asset value. The net asset value is quoted on a private market that is not active; however, the unit price is based on the underlying investments that are traded on an active market. Our Level 3 assets are estimated at fair value based on the most recent financial information available for the underlying securities, which are not traded on active market, and represents significant unobservable input.
The following is a reconciliation of changes in fair value measurement of plan assets using significant unobservable inputs (Level 3):
(millions of dollars) | | | | | | |
Beginning balance at December 31, 2019 | | $ | 21.0 | | |
Beginning balance at December 31, 2021 | | | $ | 6.0 | |
Purchases, sales, settlements | | | 0 | | | | — | |
Actual return on plan assets still held at reporting date | | | (12.8 | ) | | | 1.8 | |
Foreign exchange impact | | | 0.1 | | | | (0.2 | ) |
Ending balance at December 31, 2020 | | $ | 8.3 | | |
Ending balance at December 31, 2022 | | | $ | 7.6 | |
Purchases, sales, settlements | | | 0 | | | | — | |
Actual return on plan assets still held at reporting date | | | (2.3 | ) | |
Actual (loss) return on plan assets still held at reporting date | | | | (0.6 | ) |
Foreign exchange impact | | | 0 | | | | 0.1 | |
Ending balance at December 31, 2021 | | $ | 6.0 | | |
Ending balance at December 31, 2023 | | | $ | 7.1 | |
There were 0no transfers in or out of Level 3 during the year ended December 31, 20212023 and 2020.2022.
Contributions
The Company expects to contribute $10.1$13.2 million to its pension plans and $0.5$0.1 million to its other post-retirement benefit plan in 2022.2024.
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
(millions of dollars) | | Pension Benefits | | | Other Benefits | | | Pension Benefits | | | Other Benefits | |
2022 | | $ | 24.1 | | | $ | 0.2 | | |
2023 | | $ | 25.9 | | | $ | 0.2 | | |
2024 | | $ | 26.3 | | | $ | 0.2 | | | $ | 23.9 | | | $ | 0.1 | |
2025 | | $ | 26.1 | | | $ | 0.2 | | | $ | 24.0 | | | $ | 0.1 | |
2026 | | $ | 26.6 | | | $ | 0.2 | | | $ | 24.8 | | | $ | 0.2 | |
2027-2031 | | $ | 130.0 | | | $ | 0.8 | | |
2027 | | | $ | 25.5 | | | $ | 0.2 | |
2028 | | | $ | 25.9 | | | $ | 0.2 | |
2029-2033 | | | $ | 123.9 | | | $ | 0.9 | |
Investment Strategies
The investment strategy for pension plan assets is to maintain a broadly diversified portfolio designed to both preserve and grow plan assets to meet future plan obligations. The Company'sCompany’s average rate of return on assets from inception through December 31, 20212023 was approximately 10%9%. The Company’s assets are strategically allocated among equity, debt and other investments to achieve a diversification level that dampens fluctuations in investment returns. The Company’s long-term investment strategy is an investment portfolio mix of approximately 55%-65% in equity securities, 30%-35% in fixed income securities and 0%-15% in other securities.
Savings and Investment PlansPlan
The Company maintains a voluntary Savings and Investment Plan (a 401(k) plan) for most non-union employees in the U.S. Within prescribed limits, the Company bases its contribution to the Savings and Investment Plan on employee contributions. The Company'sCompany’s contributions amounted to $5.3$6.2 million, $5.2$5.7 million and $5.4$5.3 million for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively.
Note 17. Contingencies
The Company is party to a number of lawsuits arising in the normal course of our business. CertainThe Company and certain of the Company’s subsidiaries are among numerous defendants in a number of cases seeking damages for alleged exposure to silicaasbestos-contaminated talc products sold by the Company’s subsidiary Barretts Minerals Inc. (“BMI”). On October 2, 2023 (the “Petition Date”), notwithstanding the Company’s confidence in the safety of BMI’s talc products, the Company’s subsidiaries, BMI and Barretts Ventures Texas LLC (together with BMI, “Barretts”), filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Cases”) to address and comprehensively resolve BMI’s liabilities associated with talc. Minerals Technologies Inc. and the Company’s other subsidiaries were not included in the Chapter 11 filing.During the pendency of the Chapter 11 Cases, the Company anticipates that BMI will benefit from the operation of the automatic stay, which stays ongoing litigation in connection with talc-related claims against BMI. In addition, subject to certain exceptions, the filing or continued prosecution of all talc-related claims against BMI’s non-debtor affiliates is temporarily stayed through April 1, 2024 (subject to asbestos containing materials. Mostfurther extensions), the date on which a hearing is scheduled on the status of the Chapter 11 Cases.
As of December 31, 2023, we had 574 open cases related to certain talc products previously sold by BMI, which is an increase in volume from previous years. As a result of the Chapter 11 Cases, these cases are stayed. The following table details case activity related to talc products previously sold by BMI:
| | Three Months Ended | | | Twelve Months Ended | |
(number of claims) | | Dec. 31, 2023 | | | Dec. 31, 2022 | | | Dec. 31, 2023 | | | Dec. 31, 2022 | |
| | | | | | | | | | | | |
Claims pending, beginning of period | | | 562 | | | | 468 | | | | 439 | | | | 345 | |
Claims filed | | | 75 | | | | 24 | | | | 256 | | | | 208 | |
Claims dismissed, settled or otherwise resolved | | | 63 | | | | 53 | | | | 121 | | | | 114 | |
| | | | | | | | | | | | | | | | |
Claims pending, end of period | | | 574 | | | | 439 | | | | 574 | | | | 439 | |
These claims typically allege various theories of liability, including negligence, gross negligence and strict liability and seek compensatory and, in some cases, punitive damages, but 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. We are unable to state an amount or range of amounts claimed in any of thethese lawsuits because state court pleading practices do not require identifyingthe plaintiff to identify the amount of the claimed damage. The aggregate costCompany’s position, as stated publicly, is that the talc products sold by BMI are safe and do not cause cancer.
The Company records accruals for loss contingencies associated with legal matters, including talc-related litigation, when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. The ability to make such estimates and judgments can be affected by various factors, including whether damages sought in the proceedings are unsubstantiated or indeterminate, the stage of the litigation, the factual and legal matters in dispute, the ability to achieve comprehensive settlements, the availability of co-defendants with substantial resources and assets participating in the litigation, and our evaluation of the unique attributes of each claim.
While costs relating to the Company fortalc-related cases have increased concurrently with the legal defensevolume, the majority of these cases since inception continues to be insignificant. The majority of the costs of defense for these cases, excluding cases against our subsidiaries AMCOL International Corporation or American Colloid Company, which we acquired in 2014, are reimbursedhave historically been borne by Pfizer Inc. pursuant to the terms ofin connection with certain agreements entered into in connection with the Company’s initial public offering in 1992.1992, and as long as the litigation is subject to the stay under the Chapter 11 Cases, the Company will not be required to make any payments in respect thereof. The Company is entitled to indemnification, pursuant to agreement, for liabilities related toarising from sales prior to the initial public offering. The Company hascontinues to receive information from Pfizer Inc. with respect to potential costs associated with the defense and/or settlement of talc-related cases that Pfizer alleges are not subject to indemnification. Although the Company believes that the talc products are safe and that claims to the contrary are without merit, BMI opportunistically settled only 1 silica lawsuit, for a nominal amount,certain talc-related cases in 2022 and 0 asbestos lawsuits to date (not including any that may2023. None of such settlements have been settledmaterial to the Company. For the twelve months ended December 31, 2023, the Company recorded a charge of $29.2 million of litigation expenses in connection with the Chapter 11 Cases and by AMCOL or American Colloid priorBMI to completiondefend against and restore its reserve for claims associated with certain talc products sold by BMI.
In the Chapter 11 Cases, BMI intends to pursue a sale of its talc assets under section 363 of the acquisition). At this time, management anticipates that the amountBankruptcy Code. Proceeds of the sale will be used to fund the Chapter 11 Cases. BMI’s ultimate goal in the Chapter 11 Cases is to confirm a plan of reorganization under Section 524(g) of the U.S. Bankruptcy Code and utilize this provision to establish a trust that will address all current and future talc-related claims. Following the Chapter 11 filing, the activities of Barretts are now subject to review and oversight by the bankruptcy court. As a result, Barretts was deconsolidated as of the Petition Date, and its assets and liabilities were derecognized from the Company’s liability, if any, and the cost of defending such claims, will not haveconsolidated financial statements on a material effect on its financial position or results of operations.prospective basis.
The broader litigation and regulatory environments for talc-related claims continue to evolve. Moreover, although the Chapter 11 Cases are progressing, it is not possible at this time to predict the form of any ultimate resolution or when an ultimate resolution might occur. Given the foregoing factors, it is reasonably possible that the Company will incur a loss for liabilities associated with future talc claims in excess of the amount currently recognized. This risk is based on the potential for new talc-related claims that could eventually be asserted together with their associated disposition cost and its subsidiaries are not partyrelated legal costs, despite the automatic stay with respect to claims against BMI, taking into account the portion of such hypothetical claims that may be subject to indemnification by Pfizer Inc., as well as the inability to estimate the amount that may be necessary to fully and finally resolve all of BMI’s future talc-related claims in connection with a confirmed Chapter 11 plan of reorganization. Accordingly, the Company is currently unable to provide an estimate or range of the magnitude of any other material pending legal proceedings, other than routine litigation incidentalpotential loss related to their businesses.future talc claims.
Note 18. Stockholders'Stockholders’ Equity
Capital Stock
The Company'sCompany’s authorized capital stock consists of 100 million shares of common stock, par value $0.10 per share, of which 33,177,19332,404,721 shares and 33,882,18732,495,266 shares were outstanding at December 31, 20212023 and 2020,2022, respectively, and 1,000,000 shares of preferred stock, NaNnone of which were issued and outstanding.
Cash Dividends
Cash dividends of $6.8$8.1 million or $0.20$0.25 per common share were paid during 2021.2023. In January 2022,2024, a cash dividend of approximately $1.7$3.3 million or $0.05$0.10 per share, was declared, payable in the first quarter of 2022.2024.
Stock Award and Incentive Plan
The Company’s 2015 Stock Award and Incentive Plan provides for grants of incentive and non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, stock awards and performance unit awards (the 2015 Stock Award and Incentive Plan, as amended, referred to herein as the “Plan” and together with its predecessor for awards granted prior to May 2015, the 2001 Stock Award and Incentive Plan, as amended and restated, the “Plans”). The Plans are administered by the Compensation Committee of the Board of Directors. Stock options granted under the Plans generally have a ten year term. The exercise price for stock options are at prices at or above the fair market value of the common stock on the date of the grant, and each award of stock options will vest ratably over a specified period, generally three years.
The following table summarizes stock option and restricted stock unit activity for the Plans:
| | | | | Stock Options | | | Restricted Stock Units | |
| | Shares Available for Grant | | | Shares | | | Weighted Average Exercise Price per Share ($) | | | Shares | | | Weighted Average Exercise Price per Share ($) | |
Balance January 1, 2021 | | | 1,532,246 | | | | 1,363,366 | | | $ | 57.29 | | | | 201,985 | | | $ | 58.07 | |
Granted | | | (358,078 | ) | | | 255,769 | | | | 66.00 | | | | 102,309 | | | | 66.20 | |
Exercised/vested | | | — | | | | (251,195 | ) | | | 51.12 | | | | (51,497 | ) | | | 60.40 | |
Canceled | | | 94,602 | | | | (37,938 | ) | | | 64.92 | | | | (56,664 | ) | | | 60.98 | |
Balance December 31, 2021 | | | 1,268,770 | | | | 1,330,002 | | | | 59.91 | | | | 196,133 | | | | 60.87 | |
Granted | | | (341,187 | ) | | | 242,723 | | | | 69.81 | | | | 98,464 | | | | 69.70 | |
Exercised/vested | | | — | | | | (121,992 | ) | | | 46.81 | | | | (52,441 | ) | | | 58.92 | |
Canceled | | | 152,877 | | | | (87,315 | ) | | | 69.49 | | | | (65,562 | ) | | | 61.00 | |
Balance December 31, 2022 | | | 1,080,460 | | | | 1,363,418 | | | | 62.22 | | | | 176,594 | | | | 66.32 | |
Granted | | | (358,463 | ) | | | 255,620 | | | | 66.08 | | | | 102,843 | | | | 66.01 | |
Exercised/vested | | | — | | | | (91,604 | ) | | | 56.82 | | | | (46,141 | ) | | | 64.25 | |
Canceled | | | 58,918 | | | | (12,972 | ) | | | 67.54 | | | | (45,946 | ) | | | 64.33 | |
Balance December 31, 2023 | | | 780,915 | | | | 1,514,462 | | | $ | 63.15 | | | | 187,350 | | | $ | 67.15 | |
The following table summarizes stock option and restricted stock activity for the Plans:
| | | | | Stock Options | | | Restricted Shares | |
| | Shares Available for Grant | | | Shares | | | Weighted Average Exercise Price per Share ($) | | | Shares | | | Weighted Average Exercise Price per Share ($) | |
Balance January 1, 2019 | | | 866,023 | | | | 1,054,259 | | | $ | 54.04 | | | | 134,578 | | | $ | 68.64 | |
Granted | | | (388,162 | ) | | | 271,261 | | | | 54.44 | | | | 116,901 | | | | 54.51 | |
Exercised/vested | | | 0 | | | | (79,686 | ) | | | 27.26 | | | | (40,776 | ) | | | 60.79 | |
Canceled | | | 51,181 | | | | (18,214 | ) | | | 66.93 | | | | (32,967 | ) | | | 61.87 | |
Balance December 31, 2019 | | | 529,042 | | | | 1,227,620 | | | | 55.83 | | | | 177,736 | | | | 62.40 | |
Authorized | | | 1,300,000 | | | | — | | | | — | | | | — | | | | — | |
Granted | | | (394,290 | ) | | | 286,078 | | | | 57.67 | | | | 108,212 | | | | 56.93 | |
Exercised/vested | | | 0 | | | | (93,099 | ) | | | 35.11 | | | | (43,702 | ) | | | 66.07 | |
Canceled | | | 97,494 | | | | (57,233 | ) | | | 63.92 | | | | (40,261 | ) | | | 65.42 | |
Balance December 31, 2020 | | | 1,532,246 | | | | 1,363,366 | | | | 57.29 | | | | 201,985 | | | | 58.07 | |
Granted | | | (358,078 | ) | | | 255,769 | | | | 66.00 | | | | 102,309 | | | | 66.20 | |
Exercised/vested | | | 0 | | | | (251,195 | ) | | | 51.12 | | | | (51,497 | ) | | | 60.40 | |
Canceled | | | 94,602 | | | | (37,938 | ) | | | 64.92 | | | | (56,664 | ) | | | 60.98 | |
Balance December 31, 2021 | | | 1,268,770 | | | | 1,330,002 | | | $ | 59.91 | | | | 196,133 | | | $ | 60.87 | |
Note 19. Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) at December 31 comprised of the following components:
| | December 31, | | | December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2023 | | | 2022 | |
Cumulative foreign currency translation | | $ | (269.8 | ) | | $ | (190.8 | ) | | $ | (350.9 | ) | | $ | (345.7 | ) |
Unrecognized pension costs (net of tax benefit of $21.4 in 2021 and $64.6 in 2020) | | | (69.6 | ) | | | (114.9 | ) | |
Unrealized gain (loss) on cash flow hedges (net of tax expense (benefit) of $3.0 in 2021 and $(3.1) in 2020) | | | 5.8 | | | | (2.6 | ) | |
Unrecognized pension costs (net of tax benefit of $8.9 in 2023 and $9.9 in 2022) | | | | (28.8 | ) | | | (34.4 | ) |
Unrealized gain on cash flow hedges (net of tax (benefit) expense of $(1.2) in 2023 and $2.8 in 2022) | | | | 10.3 | | | | 13.6 | |
| | $ | (333.6 | ) | | $ | (308.3 | ) | | $ | (369.4 | ) | | $ | (366.5 | ) |
The following table summarizes the changes in other comprehensive income (loss) by component:
| | Year Ended December 31, | | | Year Ended December 31, | |
| | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | |
(millions of dollars) | | Pre-Tax Amount | | | Tax (Expense) Benefit | | | Net-of- Tax Amount | | | Pre-Tax Amount | | | Tax (Expense) Benefit | | | Net-of- Tax Amount | | | Pre-Tax Amount | | | Tax (Expense) Benefit | | | Net-of- Tax Amount | | | Pre-Tax Amount | | | Tax (Expense) Benefit | | | Net-of- Tax Amount | | | Pre-Tax Amount | | | Tax (Expense) Benefit | | | Net-of- Tax Amount | | | Pre-Tax Amount | | | Tax (Expense) Benefit | | | Net-of- Tax Amount | |
Foreign currency translation adjustment | | $ | (78.9 | ) | | $ | 0 | | | $ | (78.9 | ) | | $ | 10.9 | | | $ | 0 | | | $ | 10.9 | | | $ | (29.9 | ) | | $ | 0 | | | $ | (29.9 | ) | | $ | (6.1 | ) | | $ | — | | | $ | (6.1 | ) | | $ | (78.9 | ) | | $ | — | | | $ | (78.9 | ) | | $ | (78.9 | ) | | $ | — | | | $ | (78.9 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pension plans: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net actuarial gains (losses) and prior service costs arising during the period | | | 49.3 | | | | (12.5 | ) | | | 36.8 | | | | (37.9 | ) | | | 9.2 | | | | (28.7 | ) | | | (30.6 | ) | | | 7.4 | | | | (23.2 | ) | | | 5.1 | | | | (1.4 | ) | | | 3.7 | | | | 41.4 | | | | (9.8 | ) | | | 31.6 | | | | 49.3 | | | | (12.5 | ) | | | 36.8 | |
Amortization of net actuarial (gains) losses and prior service costs | | | 11.3 | | | | (2.9 | ) | | | 8.4 | | | | 13.4 | | | | (3.4 | ) | | | 10.0 | | | | 9.4 | | | | (2.3 | ) | | | 7.1 | | | | 2.5 | | | | (0.6 | ) | | | 1.9 | | | | 4.9 | | | | (1.2 | ) | | | 3.7 | | | | 11.3 | | | | (2.9 | ) | | | 8.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized gains (losses) on cash flow hedges | | | 11.4 | | | | (3.0 | ) | | | 8.4 | | | | (11.6 | ) | | | 3.1 | | | | (8.5 | ) | | | 0.3 | | | | (0.1 | ) | | | 0.2 | | | | (4.5 | ) | | | 1.2 | | | | (3.3 | ) | | | 10.6 | | | | (2.8 | ) | | | 7.8 | | | | 11.4 | | | | (3.0 | ) | | | 8.4 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total other comprehensive income (loss) | | $ | (6.9 | ) | | $ | (18.4 | ) | | $ | (25.3 | ) | | $ | (25.2 | ) | | $ | 8.9 | | | $ | (16.3 | ) | | $ | (50.8 | ) | | $ | 5.0 | | | $ | (45.8 | ) | | $ | (3.0 | ) | | $ | (0.8 | ) | | $ | (3.8 | ) | | $ | (22.0 | ) | | $ | (13.8 | ) | | $ | (35.8 | ) | | $ | (6.9 | ) | | $ | (18.4 | ) | | $ | (25.3 | ) |
The pre-tax amortization amounts of pension plans in the table above are included within the components of net periodic pension benefit costs (see Note 16) and the related tax amounts are included within provision (benefit) for taxes on income line within Consolidated Statements of Income.
Note 20. Accounting for Asset Retirement Obligations
The Company records asset retirement obligations in which the Company will be required to retire tangible long-lived assets. These are primarily related to its PCC satellite facilities and mining operations. The Company has also recorded the provisions related to conditional asset retirement obligations at its facilities. The Company has recorded asset retirement obligations at all of its facilities except where there are no contractual or legal obligations. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset.
The following is a reconciliation of asset retirement obligations as of December 31, 20212023 and 2020:2022:
| | December 31, | | | December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2023 | | | 2022 | |
Asset retirement obligation, beginning of period | | $ | 24.1 | | | $ | 23.9 | | | $ | 23.8 | | | $ | 24.4 | |
Accretion expense | | | 1.9 | | | | 2.3 | | | | 1.1 | | | | 1.5 | |
Other | | | 1.2 | | | | 1.1 | | | | (3.8 | ) | | | 1.4 | |
Payments | | | (2.3 | ) | | | (3.4 | ) | | | (0.1 | ) | | | (2.9 | ) |
Foreign currency translation | | | (0.5 | ) | | | 0.2 | | | | (0.2 | ) | | | (0.6 | ) |
Asset retirement obligation, end of period | | $ | 24.4 | | | $ | 24.1 | | | $ | 20.8 | | | $ | 23.8 | |
The Company mines various minerals using a surface mining process that requires the removal of overburden. In certain areas and under various governmental regulations, the Company is obligated to restore the land comprising each mining site to its original condition at the completion of the mining activity. This liability will be adjusted to reflect the passage of time, mining activities, and changes in estimated future cash outflows.
The current portion of the liability of approximately $0.7$0.5 million is included in other current liabilities and the long-term portion of the liability of approximately $23.7$20.3 million is included in other non-current liabilities in the Consolidated Balance Sheet as of December 31, 2021.2023.
Accretion expense is included in cost of goods sold in the Company'sCompany’s Consolidated Statements of Income.
Note 21. Segment and Related Information
The Company determines its operating segments based on the discrete financial information that is regularly evaluated by its chief operating decision maker, our Chief Executive Officer, in deciding how to allocate resources and in assessing performance. Accordingly, in the first quarter of 2021, the Company reorganized the management structure for its Energy Services and Performance Materials operating segments to support MTI's key growth initiatives, more closely align complementary technologies, processes and capabilities, and better reflect the way performance is evaluated and resources are allocated. As a result, Energy Services was combined into the Environmental Products product line within the Performance Materials operating segment. Presented below are the restated financial results for fiscal years ended 2020 and 2019 to conform to the current management structure.
The Company'sCompany’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. Effective January 1, 2023, the Company realigned its business reporting structure and reorganized into two segments, Consumer & Specialties and Engineered Solutions. Following the realignment, the two new segments consist of the following businesses:
The Company has 3 reportable segments: Performance Materials,Consumer & Specialties segment serves consumer end markets directly and provides mineral-based solutions and technologies that are essential to our customers’ products. The two product lines in this segment are Household & Personal Care - our mineral-to-shelf product line that serves pet care, personal and household care, fluid purification and other consumer oriented markets, and Specialty MineralsAdditives, delivering specialty mineral additives to a variety of consumer and Refractories.industrial end markets including paper, packaging, construction, automotive, and food and pharmaceuticals.
| ● | The Performance Materials segment is a leading global supplier of bentonite and bentonite-related products and leonardite. This segment also provides products for non-residential construction, environmental and infrastructure projects worldwide, serving customers engaged in a broad range of construction and remediation projects, as well as offers a range of patented and unpatented technologies, products and services to the upstream and downstream oil and gas sector throughout the world. |
| ● | The Specialty Minerals segment produces and sells the synthetic mineral product precipitated calcium carbonate ("PCC") and processed mineral product quicklime ("lime"), and mines mineral ores then processes and sells natural mineral products, primarily limestone and talc. |
The Engineered Solutions segment combines all engineered systems, mineral blends, and technologies that are designed to aid in customer processes and projects. The two product lines in this segment are High-Temperature Technologies – combining all of our mineral-based blends, technologies, and systems serving the foundry, steel, glass, aluminum and other high-temperature processing industries, and Environmental & Infrastructure, which includes environmental and remediation solutions such as geosynthetic clay lining systems, water remediation technologies as well as drilling, commercial building and infrastructure-related products.
| ● | The Refractories segment produces and markets monolithic and shaped refractory materials and specialty products, services and application and measurement equipment, and calcium metal and metallurgical wire products. |
We believe the new structure better aligns our businesses and technologies with our customers and end markets and creates a more efficient and effective management structure that reflects the way performance is evaluated and resources are allocated.
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. The costs deducted to arrive at operating profit do not include several items, such as net interest or income tax expense. 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. Intersegment sales and transfers are not significant.
Segment information for the years ended December 31, 2021, 20202023, 2022 and 20192021 was as follows:
| | Year Ended December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | |
Net Sales | | | | | | | | | |
Performance Materials | | $ | 976.0 | | | $ | 825.8 | | | $ | 918.5 | |
Specialty Minerals | | | 578.9 | | | | 510.9 | | | | 574.4 | |
Refractories | | | 303.4 | | | | 258.1 | | | | 298.1 | |
Total | | | 1,858.3 | | | | 1,594.8 | | | | 1,791.0 | |
| | | | | | | | | | | | |
Income from Operations | | | | | | | | | | | | |
Performance Materials | | | 125.0 | | | | 108.8 | | | | 104.9 | |
Specialty Minerals | | | 72.9 | | | | 67.8 | | | | 83.1 | |
Refractories | | | 49.3 | | | | 35.5 | | | | 39.8 | |
Total | | | 247.2 | | | | 212.1 | | | | 227.8 | |
| | | | | | | | | | | | |
Depreciation, Depletion and Amortization | | | | | | | | | | | | |
Performance Materials | | | 49.2 | | | | 47.4 | | | | 51.0 | |
Specialty Minerals | | | 38.4 | | | | 39.6 | | | | 40.4 | |
Refractories | | | 7.0 | | | | 6.9 | | | | 7.0 | |
Total | | | 94.6 | | | | 93.9 | | | | 98.4 | |
| | | | | | | | | | | | |
Segment Assets | | | | | | | | | | | | |
Performance Materials | | | 2,393.2 | | | | 2,219.1 | | | | 2,212.7 | |
Specialty Minerals | | | 605.9 | | | | 559.6 | | | | 525.1 | |
Refractories | | | 293.1 | | | | 290.8 | | | | 293.2 | |
Total | | | 3,292.2 | | | | 3,069.5 | | | | 3,031.0 | |
| | | | | | | | | | | | |
Capital Expenditures | | | | | | | | | | | | |
Performance Materials | | | 22.0 | | | | 14.6 | | | | 21.5 | |
Specialty Minerals | | | 51.7 | | | | 46.5 | | | | 37.7 | |
Refractories | | | 9.7 | | | | 5.5 | | | | 5.7 | |
Total | | | 83.4 | | | | 66.6 | | | | 64.9 | |
| | Year Ended December 31, | |
(millions of dollars) | | 2023 | | | 2022 | | | 2021 | |
Net Sales | | | | | | | | | |
Consumer & Specialties | | $ | 1,160.2 | | | $ | 1,124.6 | | | $ | 962.6 | |
Engineered Solutions | | | 1,009.7 | | | | 1,000.9 | | | | 895.7 | |
Total | | | 2,169.9 | | | | 2,125.5 | | | | 1,858.3 | |
| | | | | | | | | | | | |
Income from Operations | | | | | | | | | | | | |
Consumer & Specialties | | | 41.6 | | | | 79.0 | | | | 119.5 | |
Engineered Solutions | | | 147.8 | | | | 147.1 | | | | 127.7 | |
Total | | | 189.4 | | | | 226.1 | | | | 247.2 | |
| | | | | | | | | | | | |
Depreciation, Depletion and Amortization | | | | | | | | | | | | |
Consumer & Specialties | | | 47.2 | | | | 48.0 | | | | 45.1 | |
Engineered Solutions | | | 47.7 | | | | 46.2 | | | | 49.5 | |
Total | | | 94.9 | | | | 94.2 | | | | 94.6 | |
| | | | | | | | | | | | |
Segment Assets | | | | | | | | | | | | |
Consumer & Specialties | | | 1,244.8 | | | | 1,107.5 | | | | 1,062.8 | |
Engineered Solutions | | | 2,028.5 | | | | 2,187.5 | | | | 2,229.4 | |
Total | | | 3,273.3 | | | | 3,295.0 | | | | 3,292.2 | |
| | | | | | | | | | | | |
Capital Expenditures | | | | | | | | | | | | |
Consumer & Specialties | | | 56.8 | | | | 44.3 | | | | 55.7 | |
Engineered Solutions | | | 31.2 | | | | 34.0 | | | | 26.6 | |
Total | | | 88.0 | | | | 78.3 | | | | 82.3 | |
A reconciliation of the totals reported for the operating segments to the applicable line items in the consolidated financial statements is as follows:
| | Year Ended December 31, | | | Year Ended December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | |
Income from Operations before Provision for Taxes on Income | | | | | | | | | | | | | | | | | | |
Income from operations for reportable segments | | $ | 247.2 | | | $ | 212.1 | | | $ | 227.8 | | | $ | 189.4 | | | $ | 226.1 | | | $ | 247.2 | |
Restructuring and other items, net | | | | (2.8 | ) | | | — | | | | — | |
Acquisition-related expenses | | | | (0.3 | ) | | | (5.1 | ) | | | (4.0 | ) |
Litigation expenses | | | 0 | | | | (10.4 | ) | | | (10.9 | ) | | | (2.4 | ) | | | (1.5 | ) | | | — | |
Acquisition-related expenses | | | (4.0 | ) | | | (3.1 | ) | | | 0 | | |
Unallocated corporate expenses | | | (7.5 | ) | | | (10.7 | ) | | | (8.2 | ) | | | (14.9 | ) | | | (4.7 | ) | | | (7.5 | ) |
Consolidated income from operations | | | 235.7 | | | | 187.9 | | | | 208.7 | | | $ | 171.8 | | | $ | 214.8 | | | $ | 235.7 | |
Non-operating deductions, net | | | (33.4 | ) | | | (49.9 | ) | | | (51.4 | ) | | | (64.1 | ) | | | (58.1 | ) | | | (33.4 | ) |
Income from operations before provision for taxes and equity in earnings | | | 202.3 | | | | 138.0 | | | | 157.3 | | |
Income before tax and equity in earnings | | | $ | 107.7 | | | $ | 156.7 | | | $ | 202.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Total segment assets | | | 3,292.2 | | | | 3,069.5 | | | | 3,031.0 | | | | 3,273.3 | | | | 3,295.0 | | | | 3,292.2 | |
Corporate assets | | | 82.0 | | | | 139.9 | | | | 81.6 | | | | 73.3 | | | | 106.6 | | | | 82.0 | |
Consolidated total assets | | | 3,374.2 | | | | 3,209.4 | | | | 3,112.6 | | | $ | 3,346.6 | | | $ | 3,401.6 | | | $ | 3,374.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Capital Expenditures | | | | | | | | | | | | | | | | | | | | | | | | |
Total segment capital expenditures | | | 83.4 | | | | 66.6 | | | | 64.9 | | | | 88.0 | | | | 78.3 | | | | 82.3 | |
Corporate capital expenditures | | | 2.6 | | | | 0.2 | | | | 0.1 | | | | 5.5 | | | | 4.0 | | | | 3.7 | |
Consolidated capital expenditures | | | 86.0 | | | | 66.8 | | | | 65.0 | | | $ | 93.5 | | | $ | 82.3 | | | $ | 86.0 | |
Financial information relating to the Company'sCompany’s operations by geographic area was as follows:
| | Year Ended December 31, | | | Year Ended December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | | | 2023 | | | 2022 | | | 2021 | |
Net Sales | | | | | | | | | | | | | | | | | | |
United States | | $ | 959.6 | | | $ | 822.5 | | | $ | 962.4 | | | $ | 1,144.0 | | | $ | 1,135.6 | | | $ | 959.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Canada/Latin America | | | 99.8 | | | | 70.5 | | | | 80.2 | | | | 150.2 | | | | 148.3 | | | | 99.8 | |
Europe/Africa | | | 441.9 | | | | 410.0 | | | | 435.3 | | | | 525.5 | | | | 496.8 | | | | 441.9 | |
Asia | | | 357.0 | | | | 291.8 | | | | 313.1 | | | | 350.2 | | | | 344.8 | | | | 357.0 | |
Total International | | | 898.7 | | | | 772.3 | | | | 828.6 | | | $ | 1,025.9 | | | $ | 989.9 | | | $ | 898.7 | |
Consolidated net sales | | | 1,858.3 | | | | 1,594.8 | | | | 1,791.0 | | | $ | 2,169.9 | | | $ | 2,125.5 | | | $ | 1,858.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Long-Lived Assets | | | | | | | | | | | | | | | | | | | | | | | | |
United States | | $ | 1,925.3 | | | $ | 1,723.2 | | | $ | 1,742.3 | | | $ | 1,842.0 | | | $ | 1,915.8 | | | $ | 1,925.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Canada/Latin America | | | 10.6 | | | | 11.3 | | | | 13.0 | | | | 17.7 | | | | 16.4 | | | | 10.6 | |
Europe/Africa | | | 151.1 | | | | 182.9 | | | | 190.7 | | | | 157.0 | | | | 162.8 | | | | 151.1 | |
Asia | | | 120.6 | | | | 126.5 | | | | 117.2 | | | | 114.7 | | | | 112.1 | | | | 120.6 | |
Total International | | | 282.3 | | | | 320.7 | | | | 320.9 | | | $ | 289.4 | | | $ | 291.3 | | | $ | 282.3 | |
Consolidated long-lived assets | | | 2,207.6 | | | | 2,043.9 | | | | 2,063.2 | | | $ | 2,131.4 | | | $ | 2,207.1 | | | $ | 2,208.2 | |
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.
The Company'sCompany’s sales by product category are as follows:
| | Year Ended December 31, | |
(millions of dollars) | | 2021 | | | 2020 | | | 2019 | |
Household, Personal Care & Specialty Products | | $ | 460.5 | | | $ | 380.2 | | | $ | 376.6 | |
Metalcasting | | | 319.2 | | | | 258.1 | | | | 291.2 | |
Environmental Products | | | 136.3 | | | | 131.6 | | | | 181.8 | |
Building Materials | | | 60.0 | | | | 55.9 | | | | 68.9 | |
Paper PCC | | | 349.7 | | | | 308.4 | | | | 364.9 | |
Specialty PCC | | | 77.1 | | | | 69.3 | | | | 69.1 | |
Ground Calcium Carbonate | | | 98.1 | | | | 89.3 | | | | 91.3 | |
Talc | | | 54.0 | | | | 43.9 | | | | 49.1 | |
Refractory Products | | | 237.1 | | | | 212.3 | | | | 244.8 | |
Metallurgical Products | | | 66.3 | | | | 45.8 | | | | 53.3 | |
Total | | $ | 1,858.3 | | | $ | 1,594.8 | | | $ | 1,791.0 | |
| | Year Ended December 31, | |
(millions of dollars) | | 2023 | | | 2022 | | | 2021 | |
Household & Personal Care | | $ | 517.6 | | | $ | 476.2 | | | $ | 383.7 | |
Specialty Additives | | | 642.6 | | | | 648.4 | | | | 578.9 | |
High-Temperature Technologies | | | 720.9 | | | | 702.5 | | | | 642.7 | |
Environmental & Infrastructure | | | 288.8 | | | | 298.4 | | | | 253.0 | |
Total | | $ | 2,169.9 | | | $ | 2,125.5 | | | $ | 1,858.3 | |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Minerals Technologies Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated
balance sheets of Minerals Technologies Inc. and subsidiaries (the Company) as of December 31,
2021 2023 and
2020,December 31, 2022, the related consolidated statements of income, comprehensive income, cash flows, and changes in shareholders’ equity for
each of the years in the three-year period ended December 31,
2021,2023, and the related notes and financial statement schedule (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
20212023 and
2020,December 31, 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31,
2021,2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31,
2021,2023, based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated
February
18, 202216, 2024 expressed an unqualified
opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of talc litigation liability
As discussed in Note 17 to the consolidated financial statements, the Company and certain of the Company’s subsidiaries are among numerous defendants in a number of cases seeking damages for alleged exposure to asbestos-contaminated talc products sold by the Company’s subsidiary Barretts Minerals, Inc. (BMI). On October 2, 2023, the Company’s subsidiaries, BMI and Barretts Ventures Texas LLC (together with BMI), filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Cases”) to address and comprehensively resolve BMI’s liabilities associated with talc.
We identified the evaluation of the talc litigation liability as a critical audit matter. A high degree of complex auditor judgment was required to evaluate the Company’s talc litigation liability due to the nature of the estimate and key assumptions, including the assessment of the likelihood of a loss being incurred and whether a reasonable estimate of the loss or range of loss for the future and existing talc claims could be made.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s talc litigation liability estimation process. This included controls over determining the key assumptions noted above and claims data utilized in the process. We evaluated the reasonableness of the Company’s talc litigation liability estimate by:
● | evaluating the professional qualifications, knowledge, skills, ability, and relationship of the Company’s external specialist used in compiling and evaluating claims data |
● | assessing the talc related legal cases settled during the year and the open cases as of December 31, 2023, by evaluating letters obtained directly from the Company’s external and internal legal counsel |
● | testing a selection of claims data used in the Company’s talc accrual calculation by comparing the selected items to underlying claims documentation |
● | discussing the status and processing of significant known, actual, and potential litigation, and the status of ongoing BMI bankruptcy proceedings with the Company’s in-house legal counsel, as well as external counsel |
● | evaluating management’s assessment regarding whether an unfavorable outcome is reasonably possible or probable and reasonably estimable. |
Measurement of projected pension benefit obligations
As discussed in Note 16 to the consolidated financial statements, the Company’s projected pension benefit obligations were $368.9 million as of December 31, 2023. The Company estimates the liability related to their pension plans using actuarial models that include assumptions about the Company’sCompany's discount rates. The Company’s projected pension benefit obligations were $495 million as of December 31, 2021.
We identified the measurement of the Company’s projected pension benefit obligations as a critical audit matter. Specialized skills are required to evaluate the Company’s assumptions. In particular, especially complex auditor judgement was required to assess the discount rates used in the determination of projected pension benefit obligations.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s pension process, including a control related to the Company’s assessment of the discount rates utilized within the actuarial models. We obtained an understanding of the actuarial models used by the Company in selecting the discount rate for each plan and inquired as to whether there have been changes to this methodology in the current year. We also involved an actuarial professional with specialized skills and knowledge, who assisted in evaluating the Company’s analysis of the discount rates and assessed the discount rates considering the timing and amount of benefit payments used in the determination of the projected pension benefit obligation.
Fair value of customer relationships intangible asset
As discussed in Note 4 to the consolidated financial statements, on July 26, 2021, the Company acquired Normerica Inc. (Normerica) in a business combination. As a result of the transaction, the Company acquired a customer relationships intangible asset associated with the generation of future income from existing customers. The preliminary, estimated acquisition-date fair value for the customer relationships intangible asset was approximately $50 million The Company used an income approach to determine the fair value of the customer relationships intangible asset.
We identified the assessment of the fair value of the customer relationships intangible asset acquired in the Normerica business combination as a critical audit matter. A high degree of subjective auditor judgment was required to evaluate the amount and timing of forecasted revenue, long-term revenue growth rates, forecasted earnings before interest, taxes, depreciation and amortization (EBITDA), customer attrition rate, and the discount rate used to value the customer relationships intangible asset. Changes in these assumptions could have a significant impact on the fair value of the customer relationships intangible asset. Valuation professionals with specialized skills and knowledge were also required to assess the long-term growth rates and discount rate assumptions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition-date valuation process, including controls related to the assumptions discussed above. We evaluated the amount and timing of forecasted revenue, forecasted EBITDA, and long-term revenue growth rates used by the Company by comparing the forecasted revenue and EBITDA to certain publicly available information for comparable companies, industry reports, and historical cash flows. To assess the impact that changes in certain assumptions would have on the Company’s determination of fair value of the customer relationships intangible asset, we performed sensitivity analyses over the Company’s (1) forecasted revenue used to determine forecasted cash flows, (2) forecasted EBITDA, (3) customer attrition rate, and (4) discount rate. We evaluated the customer attrition rate by comparing it to historical customer sales data and comparing the rate to prior acquisitions made by the Company. We involved valuation professionals with specialized skills and knowledge, who assisted in:
● | evaluating the long-term growth rates used to forecast future cash flows by comparing them to certain nationwide economic trend data such as GDP, inflation, and relevant industry data |
● | assessing the elements of the discount rate applied by comparing them to publicly available market data.
|
/s/ KPMG LLP
We have served as the Company’s auditor since 1992.
New York, New York
February 18, 202216, 2024
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Minerals Technologies Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Minerals Technologies Inc. and subsidiaries'subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20212023 and 2020,2022, the related consolidated statements of income, comprehensive income, cash flows, and changes in shareholders’ equity for each of the years in the three-year period ended December 31, 2021,2023, and the related notes and financial statement schedule (collectively, the consolidated financial statements), and our report dated February 18, 202216, 2024 expressed an unqualified opinion on those consolidated financial statements.
The Company acquired Normerica Inc. during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, Normerica Inc.’s internal control over financial reporting associated with approximately 1% of total consolidated assets, excluding goodwill and intangibles assets which are included within the scope of the assessment, and approximately 3% of total consolidated revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Normerica Inc.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management'sManagement’s Report On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
February 18, 202216, 2024
Management'sManagement’s Report On Internal Control Over Financial Reporting
Management of Minerals Technologies Inc. is responsible for the preparation, integrity and fair presentation of its published consolidated financial statements. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles and, as such, include amounts based on judgments and estimates made by management. The Company also prepared the other information included in the annual report and is responsible for its accuracy and consistency with the consolidated financial statements.
Management is also responsible for establishing and maintaining effective internal control over financial reporting. The Company'sCompany’s internal control over financial reporting includes those policies and procedures that pertain to the Company'sCompany’s ability to record, process, summarize and report reliable financial data. The Company maintains a system of internal control over financial reporting, which is designed to provide reasonable assurance to the Company'sCompany’s management and board of directors regarding the preparation of reliable published financial statements and safeguarding of the Company'sCompany’s assets. The system includes a documented organizational structure and division of responsibility, established policies and procedures, including a code of conduct to foster a strong ethical climate, which are communicated throughout the Company, and the careful selection, training and development of our people.
The Board of Directors, acting through its Audit Committee, is responsible for the oversight of the Company'sCompany’s accounting policies, financial reporting and internal control. The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of management. The Audit Committee is responsible for the appointment and compensation of the independent registered public accounting firm. It meets periodically with management, the independent registered public accounting firm and the internal auditors to ensure that they are carrying out their responsibilities. The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting and auditing procedures of the Company in addition to reviewing the Company'sCompany’s financial reports. The independent registered public accounting firm and the internal auditors have full and unlimited access to the Audit Committee, with or without management, to discuss the adequacy of internal control over financial reporting, and any other matters which they believe should be brought to the attention of the Audit Committee.
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect misstatements. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.
The Company acquired Normerica Inc. during 2021, which represented approximately 1% of total consolidated assets, excluding goodwill and intangible assets which are included within the scope of the assessment, and approximately 3% of total consolidated revenues of the Company as of and for the year ended December 31, 2021. Normerica Inc. was excluded from the Company's assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021
The Company assessed its internal control system as of December 31, 20212023 in relation to criteria for effective internal control over financial reporting described in "Internal“Internal Control – Integrated Framework (2013)"” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, the Company has determined that, as of December 31, 2021,2023, its system of internal control over financial reporting was effective.
The consolidated financial statements have been audited by the independent registered public accounting firm, which was given unrestricted access to all financial records and related data, including minutes of all meetings of stockholders, the Board of Directors and committees of the Board. Reports of the independent registered public accounting firm, which includes the independent registered public accounting firm'sfirm’s attestation of the effectiveness of the Company'sCompany’s internal control over financial reporting are also presented within this document.
/s/ Douglas T. Dietrich Chairman of the Board and Chief Executive Officer | | /s/ Matthew E. GarthErik C. Aldag Senior Vice President, Finance and Treasury, Chief Financial Officer |
| | |
/s/ Michael A. Cipolla Vice President, Corporate Controller and Chief Accounting Officer | | |
February 18, 202216, 2024
MINERALS TECHNOLOGIES INC. & SUBSIDIARY COMPANIES
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
(millions of dollars)
Description | | Balance at Beginning of Period | | | Additions Charged to Costs, Provisions and Expenses | | | Deductions (a) | | | Balance at End of Period | | | Balance at Beginning of Period | | | Additions Charged to Costs, Provisions and Expenses | | | Deductions (a) | | | Balance at End of Period | |
Year Ended December 31, 2023 | | | | | | | | | | | | | |
Valuation and qualifying accounts deducted from assets to which they apply: | | | | | | | | | | | | | |
Allowance for doubtful accounts | | | $ | 15.1 | | | | 2.8 | | | | 2.4 | | | $ | 20.3 | |
Year Ended December 31, 2022 | | | | | | | | | | | | | | | | | |
Valuation and qualifying accounts deducted from assets to which they apply: | | | | | | | | | | | | | | | | | |
Allowance for doubtful accounts | | | $ | 15.0 | | | | 4.1 | | | | (4.0 | ) | | $ | 15.1 | |
Year Ended December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Valuation and qualifying accounts deducted from assets to which they apply: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for doubtful accounts | | $ | 15.0 | | | | 0.9 | | | | (0.9 | ) | | $ | 15.0 | | | $ | 15.0 | | | | 0.9 | | | | (0.9 | ) | | $ | 15.0 | |
Year Ended December 31, 2020 | | | | | | | | | | | | | | | | | |
Valuation and qualifying accounts deducted from assets to which they apply: | | | | | | | | | | | | | | | | | |
Allowance for doubtful accounts | | $ | 12.9 | | | | 2.6 | | | | (0.5 | ) | | $ | 15.0 | | |
Year Ended December 31, 2019 | | | | | | | | | | | | | | | | | |
Valuation and qualifying accounts deducted from assets to which they apply: | | | | | | | | | | | | | | | | | |
Allowance for doubtful accounts | | $ | 3.2 | | | | 6.3 | | | | 3.4 | | | $ | 12.9 | | |
(a) | Includes impact of write-offs, translation of foreign currencies and reclassifications for presentation purposes. |