Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 27, 2015 | Oct. 13, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MINERALS TECHNOLOGIES INC | |
Entity Central Index Key | 891,014 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 34,749,294 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 27, 2015 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) [Abstract] | ||||
Product sales | $ 410.1 | $ 458.1 | $ 1,218.8 | $ 1,075 |
Service revenue | 40.9 | 85.4 | 148.8 | 134 |
Total net sales | 451 | 543.5 | 1,367.6 | 1,209 |
Cost of goods sold | 302.4 | 337.8 | 895.8 | 812 |
Cost of service revenue | 29.7 | 60.7 | 110.2 | 94 |
Total cost of sales | 332.1 | 398.5 | 1,006 | 906 |
Production margin | 118.9 | 145 | 361.6 | 303 |
Marketing and administrative expenses | 47.9 | 59.7 | 139.6 | 127.4 |
Research and development expenses | 6.2 | 6.6 | 17.8 | 18 |
Amortization expense of intangible assets acquired | 2 | 1.9 | 5.8 | 2.9 |
Acquisition related transaction and integration costs | 2.4 | 4.2 | 8.5 | 16.7 |
Restructuring and other charges | 10.5 | 5.8 | 27.3 | 11.8 |
Income from operations | 49.9 | 66.8 | 162.6 | 126.2 |
Interest expense, net | (14.5) | (16) | (45.5) | (25.2) |
Extinguishment of debt costs and fees | 0 | 0 | (4.5) | (5.8) |
Other non-operating income (deductions), net | 2.8 | 0.9 | 5.7 | 0.5 |
Total non-operating deductions, net | (11.7) | (15.1) | (44.3) | (30.5) |
Income from continuing operations before provision for taxes and equity in earnings | 38.2 | 51.7 | 118.3 | 95.7 |
Provision for taxes on income | 8.4 | 14.4 | 25.8 | 24.8 |
Equity in earnings of affiliates, net of tax | 0.5 | 0.3 | 1.4 | 0.6 |
Income from continuing operations, net of tax | 30.3 | 37.6 | 93.9 | 71.5 |
Income from discontinued operations, net of tax | 0 | 0.2 | 0 | 2 |
Consolidated net income | 30.3 | 37.8 | 93.9 | 73.5 |
Less: Net income attributable to non-controlling interests | 1.1 | 0.8 | 2.9 | 2.4 |
Net income attributable to Minerals Technologies Inc. (MTI) | $ 29.2 | $ 37 | $ 91 | $ 71.1 |
Basic: | ||||
Income from continuing operations attributable to MTI (in dollars per share) | $ 0.84 | $ 1.07 | $ 2.62 | $ 2 |
Income from discontinued operations attributable to MTI (in dollars per share) | 0 | 0 | 0 | 0.06 |
Basic earnings per share attributable to MTI (in dollars per share) | 0.84 | 1.07 | 2.62 | 2.06 |
Diluted: | ||||
Income from continuing operations attributable to MTI (in dollars per share) | 0.83 | 1.06 | 2.60 | 1.99 |
Income from discontinued operations attributable to MTI (in dollars per share) | 0 | 0 | 0 | 0.06 |
Diluted earnings per share attributable to MTI (in dollars per share) | 0.83 | 1.06 | 2.60 | 2.05 |
Cash dividends declared per common share (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.15 | $ 0.15 |
Shares used in computation of earnings per share: | ||||
Basic (in shares) | 34.7 | 34.5 | 34.7 | 34.5 |
Diluted (in shares) | 35 | 34.8 | 35 | 34.8 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) [Abstract] | ||||
Consolidated net income | $ 30.3 | $ 37.8 | $ 93.9 | $ 73.5 |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustments | (35.8) | (27.7) | (66.1) | (22) |
Pension and postretirement plan adjustments | 1.6 | 0.8 | 4.6 | 2.5 |
Total other comprehensive income, net of tax | (34.2) | (26.9) | (61.5) | (19.5) |
Total comprehensive income including non-controlling interests | (3.9) | 10.9 | 32.4 | 54 |
Comprehensive income attributable to non-controlling interest | (0.2) | (0.7) | (1.9) | (1.9) |
Comprehensive income attributable to MTI | $ (4.1) | $ 10.2 | $ 30.5 | $ 52.1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 27, 2015 | [1] | Dec. 31, 2014 | [2] |
Current assets: | ||||
Cash and cash equivalents | $ 224.9 | $ 249.6 | ||
Short-term investments, at cost which approximates market | 2.9 | 0.8 | ||
Accounts receivable, net | 385.7 | 412.6 | ||
Inventories | 203.6 | 211.8 | ||
Prepaid expenses and other current assets | 60.9 | 49.8 | ||
Total current assets | 878 | 924.6 | ||
Property, plant and equipment, less accumulated depreciation and depletion - Sept . 27, 2015 - $1,015.6; December 31, 2014 - $992.1 | 1,125.7 | 1,182.1 | ||
Goodwill | 789.2 | 770.9 | ||
Intangible assets | 214.7 | 212.1 | ||
Other assets and deferred charges | 140.9 | 137 | ||
Total assets | 3,148.5 | 3,226.7 | ||
Current liabilities: | ||||
Short-term debt | 6.2 | 5.6 | ||
Current maturities of long-term debt | 2.2 | 0.3 | ||
Accounts payable | 176.3 | 170.4 | ||
Other current liabilities | 181.7 | 176.6 | ||
Total current liabilities | 366.4 | 352.9 | ||
Long-term debt, net of unamortized discount | 1,325.6 | 1,455.5 | ||
Deferred income taxes | 310.4 | 314.5 | ||
Other non-current liabilities | 221.4 | 214.9 | ||
Total liabilities | 2,223.8 | 2,337.8 | ||
Shareholders' equity: | ||||
Common stock | 4.8 | 4.8 | ||
Additional paid-in capital | 382.7 | 373 | ||
Retained earnings | 1,277.4 | 1,191.8 | ||
Accumulated other comprehensive loss | (173.3) | (112.9) | ||
Less common stock held in treasury | (593.7) | (593.7) | ||
Total MTI shareholders' equity | 897.9 | 863 | ||
Non-controlling interest | 26.8 | 25.9 | ||
Total shareholders' equity | 924.7 | 888.9 | ||
Total liabilities and shareholders' equity | $ 3,148.5 | $ 3,226.7 | ||
[1] | Unaudited | |||
[2] | Condensed from audited financial statements |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 27, 2015 | Dec. 31, 2014 |
ASSETS | ||
Accumulated depreciation and depletion | $ 1,015.6 | $ 992.1 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | ||
Operating Activities: | |||
Consolidated net income | $ 93.9 | $ 73.5 | |
Income from discontinued operations | 0 | 2 | |
Income from continuing operations | 93.9 | 71.5 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 77.3 | 59.8 | |
Impairment of assets | 21.1 | 0 | |
Other non-cash items | 8.2 | 12.5 | |
Net changes in operating assets and liabilities | (5.8) | 50.5 | |
Net cash provided by continuing operations | 194.7 | 194.3 | |
Net cash used in discontinued operations | 0 | (3.5) | |
Net cash provided by operating activities | 194.7 | 190.8 | |
Investing Activities: | |||
Purchases of property, plant and equipment | (70.5) | (62.4) | |
Acquisition of business, net of cash acquired | 0 | (1,802.3) | |
Proceeds from sale of assets | 4.9 | 8.7 | |
Proceeds from sale of short-term investments | 0.6 | 0 | |
Purchases of short-term investments | (4.7) | (1.8) | |
Net cash used in investing activities | (69.7) | (1,857.8) | |
Financing Activities: | |||
Proceeds from issuance of long-term debt | 10.2 | 1,545.3 | |
Debt issuance and settlement costs | 0 | (38.2) | |
Repayment of long-term debt | (140.4) | (113.2) | |
Net issuance (repayment) of short-term debt | 1 | (0.8) | |
Proceeds from issuance of stock under option plan | 1.3 | 2.8 | |
Excess tax benefits related to stock incentive programs | 0.3 | 0.5 | |
Purchase of non-controlling interest share | 0 | (2.1) | |
Dividends paid to non-controlling interest | (0.9) | (3.3) | |
Cash dividends paid | (5.2) | (5.2) | |
Net cash provided by (used in) financing activities | (133.7) | 1,385.8 | |
Effect of exchange rate changes on cash and cash equivalents | (16) | (6.4) | |
Net decrease in cash and cash equivalents | (24.7) | (287.6) | |
Cash and cash equivalents at beginning of period | 249.6 | [1] | 490.3 |
Cash and cash equivalents at end of period | 224.9 | [2] | 202.7 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 45.9 | 18.6 | |
Income taxes paid | $ 29.9 | $ 17 | |
[1] | Condensed from audited financial statements | ||
[2] | Unaudited |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 27, 2015 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1. Basis of Presentation and The accompanying unaudited condensed consolidated financial statements have been prepared by management of Minerals Technologies Inc. (the “Company”, “MTI”, “we” or “us”) in accordance with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. Therefore, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for a fair presentation of the financial information for the periods indicated, have been included. The results for the three-month and nine-month periods ended September 27, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. Company Operations The Company is a resource- and technology-based company that develops, produces and markets worldwide a broad range of specialty mineral, mineral-based and synthetic mineral products and supporting systems and services. On May 9, 2014, the Company acquired AMCOL International Corporation (“AMCOL”). See Note 2 to the Condensed Consolidated Financial Statements. The prior year condensed consolidated statements of income include operational results of the acquired AMCOL business from May 9, 2014 through September 28, 2014. The Company has 5 reportable segments: Specialty Minerals, Refractories, Performance Materials, Construction Technologies, and Energy Services. - - 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. - The Performance Materials segment is a leading supplier of bentonite and bentonite-related products. This segment also supplies chromite and leonardite and operates more than 25 mining or production facilities worldwide. - The Construction Technologies segment provides products for non-residential construction, environmental and infrastructure projects worldwide. It serves customers engaged in a broad range of construction projects, including site remediation, concrete waterproofing for underground structures, liquid containment on projects ranging from landfills to flood control, and drilling applications including foundation, slurry wall, tunneling, water well, and horizontal drilling. - The Energy Services segment provides services to improve the production, costs, compliance, and environmental impact of activities performed in oil and gas industry. This segment offers a range of patented and unpatented technologies, products and services for all phases of oil and gas production, refining, and storage throughout the world. 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 accounts receivable, valuation of inventories, valuation of long-lived assets, goodwill and other intangible assets, pension plan assumptions, valuation of product liability and asset retirement obligation, income tax, income tax valuation allowances, and litigation and environmental liabilities. Actual results could differ from those estimates. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 27, 2015 | |
Business Combination [Abstract] | |
Business Combination | Note 2. Business Combination On May 9, 2014, pursuant to the Merger Agreement dated March 10, 2014, the Company acquired AMCOL, based in Hoffman Estates, Illinois, a leading international producer of specialty materials and related products and services for industrial and consumer markets. The Company and AMCOL are both world-renowned innovators in mineralogy, fine particle technology and polymer chemistry. This transaction brings together the global leaders in precipitated calcium carbonate and bentonite, creating an even more robust US-based international minerals supplier. The Company’s management believes that the acquisition of AMCOL will provide substantial synergies through enhanced operational cost efficiencies. The Company acquired AMCOL by completing a tender offer to purchase AMCOL’s outstanding shares of common stock and the subsequent merger of AMCOL with and into a wholly-owned subsidiary of MTI. At the expiration of the Company’s tender offer, each tendered share of AMCOL common stock was purchased for consideration equal to $45.75 in cash, and at the effective time of the back-end merger, each share of AMCOL common stock not tendered (other than shares owned by the Company or held by AMCOL in treasury) was converted into the right to receive consideration equal to $45.75 in cash. Upon completion of the merger, AMCOL became a wholly owned direct subsidiary of MTI. Through the tender offer and the merger, the Company paid $1,519.4 million in cash to acquire all of the outstanding shares of AMCOL. In connection with the acquisition of AMCOL, the Company entered into a $1,560.0 million senior secured term loan facility (the “Term Facility”), the net proceeds of which, together with the Company’s cash on hand, were used as cash consideration for the acquisition of AMCOL and to refinance certain existing indebtedness of the Company and AMCOL and to pay fees and expenses in connection with the foregoing. See Note 9 to the Condensed Consolidated Financial Statements. The fair value of the total consideration transferred, net of cash acquired, was $1,802.3 million and comprised of the following: (millions of dollars) Cash consideration transferred to AMCOL shareholders $ 1,519.4 AMCOL notes repaid at close 325.6 Total consideration transferred to debt and equity holders 1,845.0 Cash acquired 42.7 Total consideration transferred to debt and equity holders, net of cash acquired $ 1,802.3 The acquisition of AMCOL has been accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. As of May 9, 2015, the Company has completed its assessment of property, certain reserves (including environmental, legal, and tax matters), obligations and deferred taxes, as well as our review of AMCOL’s existing accounting policies. The purchase price allocation has been finalized. The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of the acquisition date, as well as adjustments made in 2015 to the amounts initially recorded in 2014 (measurement period adjustments). The measurement period adjustments did not have a significant impact on our consolidated statements of income, balance sheets or cash flows in any period and therefore, we have not retrospectively adjusted our financial statements. Preliminary Allocation Previously Reported on Form 10-K as of December 2014 Increase/ Decrease Final Allocation (millions of dollars) (millions of dollars) (millions of dollars) Accounts receivable $ 235.7 $ - $ 235.7 Inventories 157.3 - 157.3 Other current assets 65.0 - 65.0 Mineral rights 535.5 - 535.5 Plant, property and equipment 371.2 - 371.2 Goodwill 708.1 12.8 720.9 Intangible assets 214.3 8.8 223.1 Other non-current assets 51.4 9.2 60.6 Total assets acquired $ 2,338.5 $ 30.8 $ 2,369.3 Accounts payable 66.4 - 66.4 Accrued expenses 61.6 - 61.6 Non-current deferred tax liability 322.3 1.5 323.8 Other non-current liabilities 85.9 29.3 115.2 Total liabilities assumed $ 536.2 $ 30.8 $ 567.0 Net assets acquired $ 1,802.3 $ - $ 1,802.3 The Company used the income, market, or cost approach (or a combination thereof) for the valuation, and used valuation inputs and analyses that were based on market participant assumptions. 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. The Company’s estimates related to this valuation are considered to be critical accounting estimates because they are susceptible to change from period to period based on our judgments about a variety of factors and due to the uncontrollable variability of market factors underlying them. For example, in performing assessments of the fair value of these assets, the Company makes judgments about the future performance business of the acquired business, economic, regulatory, and political conditions affecting the net assets acquired, appropriate risk-related rates for discounting estimated future cash flows, reasonable estimates of disposal values, and market royalty rate. 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 AMCOL businesses and will be allocated to the Performance Materials and Construction Technologies segments. Goodwill recognized as a result of this acquisition is not deductible for tax purposes. In connection with the acquisition, the Company recorded an additional deferred tax liability of $323.8 Mineral rights were valued using discounted cash flow method, a Level 3 fair value input. Plant, property and equipment were valued using the cost method adjusted for age and deterioration, also a Level 3 fair value input. Intangible assets acquired mainly included technology and trade names. Technology was valued using relief-from royalty method, a Level 3 fair value input, with a weighted average amortization period of 12 years. Trade names were valued using multi-period excess earnings, also a Level 3 fair value input, with a weighted average amortization period of 34 years. The Company incurred $2.4 $8.5 The accompanying Condensed Consolidated Statements of Income include the results of operations of the acquired AMCOL businesses for the nine months ended September 28, 2014 commencing as of May 9, 2014. The nine months ended September 28, 2014 include net sales of $451.7 $48.1 million The following table presents the unaudited summary of the Company’s Condensed Consolidated Statements of Income for the nine months ended September 27, 2015 and the unaudited pro forma summary of the Company’s Condensed Consolidated Statements of Income for the nine months ended September 28, 2014, which includes AMCOL’s Statement of Operations for the respective periods, as if the acquisition and related financing occurred on January 1, 2014. The following unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction occurred on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, potential synergies, and cost savings from operating efficiencies. Nine Months Ended Sept. 27, Sept. 28, Pro Forma (millions of dollars) Net sales $ 1,367.6 $ 1,582.6 Income from continuing operations before provision for taxes and equity in earnings 118.3 125.9 Income from continuing operations, net of tax 93.9 85.6 The income from continuing operations before provision for taxes and equity in earnings for the nine months ended September 27, 2015, in the table above, includes restructuring and impairment charges of $27.3 million, extinguishment of debt costs of $4.5 The income from continuing operations, net of tax, in the table above, is calculated using a tax rate of 28% for all pro forma periods. The unaudited pro forma financial information presented in the table include certain adjustments that are factually supportable, directly related to business combination, and expected to have a continuing impact. These adjustments include, but are not limited to, depreciation, depletion, and amortization expense based upon the preliminary fair value step-up of depreciable fixed assets and amortizable intangibles assets, interest expense on acquisition related debt, acquisition-related transaction and integration costs, and restructuring charges. |
Earnings Per Share (EPS)
Earnings Per Share (EPS) | 9 Months Ended |
Sep. 27, 2015 | |
Earnings Per Share (EPS) [Abstract] | |
Earnings Per Share (EPS) | Note 3. Earnings Per Share (EPS) Basic earnings per share are based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share are based upon the weighted average number of common shares outstanding during the period assuming the issuance of common shares for all potentially dilutive common shares outstanding. The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (in millions, except per share data) Basic EPS Amounts attributable to MTI Income from continuing operations $ 29.2 $ 36.8 $ 91.0 $ 69.1 Income from discontinued operations - 0.2 - 2.0 Net income $ 29.2 $ 37.0 $ 91.0 $ 71.1 Weighted average shares outstanding 34.7 34.5 34.7 34.5 Earnings per share attributable to MTI Continuing operations $ 0.84 $ 1.07 $ 2.62 $ 2.00 Discontinued operations - - - 0.06 Net income $ 0.84 $ 1.07 $ 2.62 $ 2.06 Diluted EPS Amounts attributable to MTI Income from continuing operations $ 29.2 $ 36.8 $ 91.0 $ 69.1 Income from discontinued operations - 0.2 - 2.0 Net income $ 29.2 $ 37.0 $ 91.0 $ 71.1 Weighted average shares outstanding 34.7 34.5 34.7 34.5 Dilutive effect of stock options and stock units 0.3 0.3 0.3 0.3 Weighted average shares outstanding, adjusted 35.0 34.8 35.0 34.8 Earnings per share attributable to MTI Continuing operations $ 0.83 $ 1.06 $ 2.60 $ 1.99 Discontinued operations - - - 0.06 Net income $ 0.83 $ 1.06 $ 2.60 $ 2.05 Options to purchase 395,545 shares and 173,068 |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 27, 2015 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | Note 4. Restructuring Charges During 2014, the Company announced a restructuring program that will result in a 10% permanent reduction of its workforce. The reductions include elimination of duplicate corporate functions, deployment of our shared service model, and consolidation and alignment of various corporate functions and regional locations across the Company. At September 27, 2015, we had $7.0 million included within accrued liabilities within our Condensed Consolidated Balance Sheets for cash expenditures needed to satisfy remaining obligations under these workforce reduction initiatives. The Company expects to pay these amounts by the end of March 2016 The following table is a reconciliation of our restructuring liability balance as of September 27, 2015: (millions of dollars) Restructuring liability, December 31, 2014 $ 14.6 Additional provisions 6.2 Cash payments (10.9 ) Other adjustments (2.9 ) Restructuring liability, Sept. 27, 2015 $ 7.0 The following table outlines the amount of restructuring charges recorded within the Consolidated Statements of Income. Three Months Ended Nine Months Ended (millions of dollars) Sept. 27, Sept. 28, Sept. 27, Sept. 28, Restructuring Charges $ 5.2 $ 5.8 $ 6.2 $ 11.8 Impairment of Assets 5.3 - 21.1 - Total restructuring and other charges $ 10.5 $ 5.8 $ 27.3 $ 11.8 During the third quarter and first nine months of 2015, the Company incurred impairment charges of $5.3 million and $21.1 million, respectively, million, respectively, |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 27, 2015 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | Note 5. Discontinued Operations During the second quarter of 2013, the Company ceased its operations at its Paper PCC merchant plant in Walsum, Germany and reclassified such operations as discontinued. These operations were part of the Company's Specialty Minerals segment. During the nine months ended September 28, 2014, the Company reversed a facility closure accrual of $1.8 million, net of $0.6 million tax expense, resulting from the settlement of a contractual obligation. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 27, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 6. Income Taxes As of September 27, 2015, the Company had approximately $6.2 million of total unrecognized income tax benefits. Included in this amount were a total of $3.7 million of unrecognized income tax benefits that, if recognized, would affect the Company’s effective tax rate. While it is expected that the amount of unrecognized tax benefits will change in the next 12 months, the Company does not expect the change to have a significant impact on the results of operations or the financial position of the Company. The Company’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 had a net increase of approximately $0.1 million and $0.4 million during the three and nine months ended September 27, 2015, respectively, and had an accrued balance of $1.7 million of interest and penalties as of September 27, 2015. 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 income tax examinations by tax authorities for years prior to 2007 |
Inventories
Inventories | 9 Months Ended |
Sep. 27, 2015 | |
Inventories [Abstract] | |
Inventories | Note 7. Inventories The following is a summary of inventories by major category: Sept. 27, December 31, (millions of dollars) Raw materials $ 79.3 $ 85.9 Work-in-process 5.7 6.7 Finished goods 88.3 88.7 Packaging and supplies 30.3 30.5 Total inventories $ 203.6 $ 211.8 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 27, 2015 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | Note 8. 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 $789.2 million, and $770.9 million as of September 27, 2015 and December 31, 2014, respectively. The net change in goodwill since December 31, 2014 was attributable to the finalization of the accounting related to the acquisition of AMCOL and to the effects of foreign exchange. Acquired intangible assets subject to amortization as of September 27, 2015 and December 31, 2014 were as follows: September 27, 2015 December 31, 2014 Weighted Average Useful Life (Years) Gross Accumulated Gross Accumulated (millions of dollars) Tradenames 34 $ 199.8 $ 8.0 $ 191.2 $ 3.7 Technology 12 18.8 2.2 18.7 1.0 Patents and trademarks 17 6.4 4.3 6.4 4.0 Customer relationships 30 4.5 0.5 4.4 0.1 Customer lists 15 2.9 2.8 2.9 2.7 28 $ 232.4 $ 17.8 $ 223.6 $ 11.5 During the nine month period ended September 27, 2015, intangible assets increased approximately $8.8 million relating to the finalization of the AMCOL opening balance sheet. The weighted average amortization period for acquired intangible assets subject to amortization is approximately 28 years. Estimated amortization expense is $8.2 million for 2015–2016, $8.0 million for 2017, $7.8 million for 2018-2020 and $184.6 million thereafter. |
Long-Term Debt and Commitments
Long-Term Debt and Commitments | 9 Months Ended |
Sep. 27, 2015 | |
Long-Term Debt and Commitments [Abstract] | |
Long-Term Debt and Commitments | Note 9. Long-Term Debt and Commitments The following is a summary of long-term debt: Sept. 27, December 31, (millions of dollars) Term Loan Facility, net of unamortized discount of $12.2 million due May 9, 2021 $ 1,315.8 $ 1,454.0 China Loan Facilities 12.0 1.8 Total $ 1,327.8 $ 1,455.8 Less: Current maturities 2.2 0.3 Long-term debt $ 1,325.6 $ 1,455.5 On May 9, 2014, in connection with the acquisition of AMCOL, On June 23, 2015, the Company entered into an amendment to the credit agreement to reprice the $1.378 billion then outstanding on the Term Facility. As amended, the Term Facility has a $1,078 million floating rate tranche and a $300 million fixed rate tranche. The maturity date for loans under the Term Facility was not changed by the amendment. The loans outstanding under the Term Facility will mature on May 9, 2021 and the loans outstanding (if any) and commitments under the Revolving Facility will mature and terminate, as the case may be, on May 9, 2019. After the amendment, loans under the variable rate tranche of the Term Facility bear interest at a rate equal to an adjusted LIBOR rate LIBOR rate 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 $15 million of letters of credit), to maintain a maximum net leverage ratio (as defined in the credit agreement) of, initially, 5.25 to 1.00 for the four fiscal quarter period preceding such day. Such maximum net leverage ratio requirement is subject to decrease during the duration of the facility to a minimum level (when applicable) of 3.50 to 1.00. As of September 27, 2015, there were no and $9.3 During 2014, the Company entered into three committed loan facilities for the funding of new manufacturing facilities in China. The loan facilities were for a combined 73.8 million RMB and $1.8 million. During the third quarter of 2015, the Company entered into an additional committed loan facility for the funding of these facilities. The loan facility is for 27.8 million RMB. As of September 27, 2015, 13.3 $12.1 During the first nine months of 2015, the Company repaid $140.2 As of September 27, 2015, the Company had $35.4 $6.2 |
Benefit Plans
Benefit Plans | 9 Months Ended |
Sep. 27, 2015 | |
Benefit Plans [Abstract] | |
Benefit Plans | Note 10. Benefit Plans The Company and its subsidiaries have pension plans covering the majority of eligible employees on a contributory or non-contributory basis. The Company also provides postretirement health care and life insurance benefits for the majority of its U.S. retired employees. 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 25% of our total benefit obligation. In May 2014, as a part of its acquisition of AMCOL businesses, the Company assumed AMCOL’s qualified defined benefit pension plan and supplementary pension plan (SERP). The defined benefit pension plan covered substantially all of AMCOL’s domestic employees hired before January 1, 2004. The SERP plan provides benefit in excess of qualified plan limitation for certain employees. For more information on the AMCOL acquisition, see Note 2 to the Condensed Consolidated Financial Statements. Components of Net Periodic Benefit Cost Pension Benefits Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (millions of dollars Service cost $ 2.8 $ 2.1 $ 8.1 $ 6.5 Interest cost 3.7 4.0 11.6 10.8 Expected return on plan assets (4.9 ) (5.0 ) (14.9 ) (14.2 ) Amortization: Prior service cost 0.1 0.3 0.6 0.9 Recognized net actuarial loss 3.2 1.9 8.9 5.4 Net periodic benefit cost $ 4.9 $ 3.3 $ 14.3 $ 9.4 Other Benefits Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (millions of dollars Service cost $ 0.1 $ - $ 0.3 $ 0.3 Interest cost 0.1 0.1 0.3 0.3 Amortization: Prior service cost (0.7 ) (0.8 ) (2.3 ) (2.3 ) Recognized net actuarial (gain)/loss (0.1 ) (0.1 ) (0.1 ) (0.2 ) Net periodic benefit cost $ (0.6 ) $ (0.8 ) $ (1.8 ) $ (1.9 ) Amortization amounts of prior service costs and recognized net actuarial losses are recorded, net of tax, as increases to accumulated other comprehensive income. Employer Contributions The Company expects to contribute approximately $9.0 $1.0 $7.2 $0.3 |
Comprehensive Income
Comprehensive Income | 9 Months Ended |
Sep. 27, 2015 | |
Comprehensive Income [Abstract] | |
Comprehensive Income | Note 11. Comprehensive Income The following table summarizes the amounts reclassified out of accumulated other comprehensive income (loss) attributable to the Company: Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss) Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (millions of dollars) Amortization of pension items: Pre-tax amount $ 2.5 $ 1.3 $ 7.1 $ 3.8 Tax (0.9 ) (0.5 ) (2.5 ) (1.3 ) Net of tax $ 1.6 $ 0.8 $ 4.6 $ 2.5 The pre-tax amounts in the table above are included within the components of net periodic pension benefit cost (see Note 10) and the tax amounts are included within provision for taxes on income line within Condensed Consolidated Statements of Income. The major components of accumulated other comprehensive income, net of related tax, attributable to MTI are as follows: Foreign Currency Translation Adjustment Unrecognized Pension Costs Net Gain on Cash Flow Hedges Total (millions of dollars) Balance as of December 31, 2014 $ (33.4 ) $ (82.1 ) $ 2.6 $ (112.9 ) Other comprehensive income (loss) before reclassifications (65.0 ) - - (65.0 ) Amounts reclassified from AOCI - 4.6 - 4.6 Net current period other comprehensive income(loss) (65.0 ) 4.6 - (60.4 ) Balance as of September 27, 2015 $ (98.4 ) $ (77.5 ) $ 2.6 $ (173.3 ) |
Accounting for Asset Retirement
Accounting for Asset Retirement Obligations | 9 Months Ended |
Sep. 27, 2015 | |
Accounting for Asset Retirement Obligations [Abstract] | |
Accounting for Asset Retirement Obligations | Note 12. Accounting for Asset Retirement Obligations The Company records asset retirement obligations for situations in which the Company will be required to incur costs to retire tangible long-lived assets. The fair value of the 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 Company also records liabilities related to land reclamation as a part of asset retirement obligations. 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. The obligation is adjusted to reflect the passage of time, mining activities, and changes in estimated future cash outflows. The following is a reconciliation of asset retirement obligations as of September 27, 2015: (millions of dollars) Asset retirement liability, December 31, 2014 $ 23.0 Accretion expense 2.5 Reversals (0.5 ) Payments (1.5 ) Foreign currency translation (1.3 ) Asset retirement liability, September 27, 2015 $ 22.2 The asset retirement costs are capitalized as part of the carrying amount of the associated asset. The current portion of the liability of approximately $1.8 20.3 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 27, 2015 | |
Contingencies [Abstract] | |
Contingencies | Note 13. Contingencies We are party to a number of lawsuits arising in the normal course of our business. On May 8, 2013, Armada (Singapore) PTE Limited, an ocean shipping company now in bankruptcy ("Armada") filed a case in federal court in the Northern District of Illinois against AMCOL and certain of its subsidiaries ( Armada (Singapore) PTE Limited v. AMCOL International Corp., et al., United States District Court for the Northern District of Illinois Certain of the Company's subsidiaries are among numerous defendants in a number of cases seeking damages for exposure to silica or to asbestos containing materials. The Company currently has 31 pending silica cases and 12 pending asbestos cases. To date, 1,464 silica cases and 46 asbestos cases have been dismissed, not including any lawsuits against AMCOL or American Colloid Company dismissed prior to our acquisition of AMCOL. One new asbestos case and no new silica cases were filed in the third quarter of 2015. Two asbestos cases and 43 silica cases were dismissed during the third quarter of 2015. Most of these claims do not provide adequate information to assess their merits, the likelihood that the Company will be found liable, or the magnitude of such liability, if any. Additional claims of this nature may be made against the Company or its subsidiaries. At this time management anticipates that the amount of the Company's liability, if any, and the cost of defending such claims, will not have a material effect on its financial position or results of operations. The Company has settled only one silica lawsuit, for a nominal amount, and no asbestos lawsuits to date (not including any that may have been settled by AMCOL prior to completion of the acquisition). We are unable to state an amount or range of amounts claimed in any of the lawsuits because state court pleading practices do not require identifying the amount of the claimed damage. The aggregate cost to the Company for the legal defense of these cases since inception continues to be insignificant. The majority of the costs of defense for these cases, excluding cases against AMCOL or American Colloid, are reimbursed by Pfizer Inc. pursuant to the terms of certain agreements entered into in connection with the Company's initial public offering in 1992. Of the 13 pending asbestos cases all except one allege liability based on products sold largely or entirely prior to the initial public offering, and for which the Company is therefore entitled to indemnification pursuant to such agreements. The one exception pertains to a newly filed asbestos case against American Colloid Company. Our experience has been that the Company is not liable to plaintiffs in any of these lawsuits and the Company does not expect to pay any settlements or jury verdicts in these lawsuits. On February 20, 2015, a collective action lawsuit alleging a failure to comply with the Fair Labor Standards Act ("FLSA") was filed titled David Vidrine vs. CETCO Energy Services Company LLC in the U.S. District Court for the Southern District of Texas, Corpus Christie Division (“Vidrine”). We have accrued an estimate of potential damages for the Vidrine lawsuit, the amount of which was not material to our financial position, results of operations or cash flows. Environmental Matters On April 9, 2003, the Connecticut Department of Environmental Protection issued an administrative consent order relating to our Canaan, Connecticut, plant where both our Refractories segment and Specialty Minerals segment have operations. We agreed to the order, which includes provisions requiring investigation and remediation of contamination associated with historic use of polychlorinated biphenyls ("PCBs") and mercury at a portion of the site. We have completed the required investigations and submitted several reports characterizing the contamination and assessing site-specific risks. We are awaiting regulators’ approval of the risk assessment report, which will form the basis for a proposal by the Company concerning eventual remediation. We believe that the most likely form of overall site remediation will be to leave the existing contamination in place (with some limited soil removal), encapsulate it, and monitor the effectiveness of the encapsulation. We anticipate that a substantial portion of the remediation cost will be borne by the United States based on its involvement at the site from 1942 – 1964, as historic documentation indicates that PCBs and mercury were first used at the facility at a time of U.S. government ownership for production of materials needed by the military. Pursuant to a Consent Decree entered on October 24, 2014, the United States paid the Company $2.3 million in the 4 th The Company is evaluating options for upgrading the wastewater treatment facilities at its Adams, Massachusetts plant. This work has been undertaken pursuant to an administrative Consent Order originally issued by the Massachusetts Department of Environmental Protection (“DEP”) on June 18, 2002. This order was amended on June 1, 2009 and on June 2, 2010. The amended Order includes the investigation by January 1, 2022 of options for ensuring that the facility's wastewater treatment ponds will not result in unpermitted discharge to groundwater. Additional requirements of the amendment include the submittal by July 1, 2022 of a plan for closure of a historic lime solids disposal area. Preliminary engineering reviews completed in 2005 indicate that the estimated cost of wastewater treatment upgrades to operate this facility beyond 2024 may be between $6 million and $8 million. The Company estimates that the remaining remediation costs would approximate $0.4 million, which has been accrued as of September 27, 2015. The Company and its subsidiaries are not party to any other material pending legal proceedings, other than routine litigation incidental to their businesses. |
Non-controlling interests
Non-controlling interests | 9 Months Ended |
Sep. 27, 2015 | |
Non-controlling interests [Abstract] | |
Non-controlling interests | Note 14. Non-controlling interests The following is a reconciliation of beginning and ending total equity, equity attributable to MTI, and equity attributable to non-controlling interests: Equity Attributable to MTI Common Additional Retained Accumulated Treasury Non-controlling Total (millions of dollars) Balance as of December 31, 2014 $ 4.8 $ 373.0 $ 1,191.8 $ (112.9 ) $ (593.7 ) $ $ 25.9 $ 888.9 Net income - - 91.0 - - 2.9 93.9 Other comprehensive income (loss) - - - (60.4 ) - (1.1 ) (61.5 ) Dividends declared - - (5.4 ) - - - (5.4 ) Dividends to non-controlling interest - - - - - (0.9 ) (0.9 ) Issuance of shares pursuant to employee stock compensation plans - 1.3 - - - - 1.3 Income tax benefit arising from employee stock compensation plans - 0.8 - - - - 0.8 Stock based compensation - 7.6 - - - - 7.6 Balance as of September 27, 2015 $ 4.8 $ 382.7 $ 1,277.4 $ (173.3 ) $ (593.7 ) $ 26.8 $ 924.7 The income attributable to non-controlling interests for the nine-month periods ended September 27, 2015 and September 28, 2014 was from continuing operations. The remainder of income was attributable to MTI. |
Segment and Related Information
Segment and Related Information | 9 Months Ended |
Sep. 27, 2015 | |
Segment and Related Information [Abstract] | |
Segment and Related Information | Note 15. Segment and Related Information The Company has 5 reportable segments: Specialty Minerals, Refractories, Performance Materials, Construction Technologies, and Energy Services. Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (millions of dollars) Net Sales Specialty Minerals $ 156.5 $ 163.0 $ 466.9 $ 490.5 Refractories 77.4 90.4 227.7 266.8 Performance Materials 126.5 135.6 383.5 211.4 Construction Technologies 49.7 69.1 140.7 106.3 Energy Services 40.9 85.4 148.8 134.0 Total $ 451.0 $ 543.5 $ 1,367.6 $ 1,209.0 Income from Operations Specialty Minerals $ 25.0 $ 26.0 $ 75.2 $ 71.4 Refractories 7.9 9.7 24.5 29.0 Performance Materials 22.7 18.7 72.0 23.0 Construction Technologies 6.1 8.3 18.5 9.0 Energy Services (7.9 ) 10.2 (14.2 ) 16.1 Total $ 53.8 $ 72.9 $ 176.0 $ 148.5 A reconciliation of the totals reported for the operating segments to the applicable line items in the condensed consolidated financial statements is as follows: Income from operations before provision for taxes on income Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (millions of dollars) Income from operations for reportable segments $ 53.8 $ 72.9 $ 176.0 $ 148.5 Acquisition Related Transaction and Integration Costs (2.4 ) (4.2 ) (8.5 ) (16.7 ) Unallocated corporate expenses (1.5 ) (1.9 ) (4.9 ) (5.6 ) Consolidated income from operations 49.9 66.8 162.6 126.2 Non-operating deductions, net (11.7 ) (15.1 ) (44.3 ) (30.5 ) Income from continuing operations before provision for taxes on income $ 38.2 $ 51.7 $ 118.3 $ 95.7 The Company's sales by product category are as follows: Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (millions of dollars) Paper PCC $ 106.1 $ 113.4 $ 315.9 $ 341.3 Specialty PCC 15.8 16.5 48.5 50.7 Talc 13.9 13.8 41.9 41.7 Ground Calcium Carbonate 20.7 19.3 60.6 56.8 Refractory Products 60.5 69.7 178.3 201.4 Metallurgical Products 16.9 20.7 49.4 65.4 Metalcasting 63.4 70.0 200.3 109.4 Household, Personal Care and Specialty Products 43.0 42.8 126.6 66.2 Basic Minerals and Other Products 20.1 22.8 56.6 35.8 Environmental Products 21.7 34.5 55.2 51.8 Building Materials and Other Products 28.0 34.6 85.5 54.5 Energy Services 40.9 85.4 148.8 134.0 Total $ 451.0 $ 543.5 $ 1,367.6 $ 1,209.0 |
Basis of Presentation and Sum22
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 27, 2015 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared by management of Minerals Technologies Inc. (the “Company”, “MTI”, “we” or “us”) in accordance with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. Therefore, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for a fair presentation of the financial information for the periods indicated, have been included. The results for the three-month and nine-month periods ended September 27, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. |
Use of Estimates | 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 accounts receivable, valuation of inventories, valuation of long-lived assets, goodwill and other intangible assets, pension plan assumptions, valuation of product liability and asset retirement obligation, income tax, income tax valuation allowances, and litigation and environmental liabilities. Actual results could differ from those estimates. |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Business Combination [Abstract] | |
Schedule total consideration transferred | The fair value of the total consideration transferred, net of cash acquired, was $1,802.3 million and comprised of the following: (millions of dollars) Cash consideration transferred to AMCOL shareholders $ 1,519.4 AMCOL notes repaid at close 325.6 Total consideration transferred to debt and equity holders 1,845.0 Cash acquired 42.7 Total consideration transferred to debt and equity holders, net of cash acquired $ 1,802.3 |
Summary of preliminary purchase price allocation for the AMCOL acquisition | The following table summarizes the final amounts recognized for assets acquired and liabilities assumed as of the acquisition date, as well as adjustments made in 2015 to the amounts initially recorded in 2014 (measurement period adjustments). The measurement period adjustments did not have a significant impact on our consolidated statements of income, balance sheets or cash flows in any period and therefore, we have not retrospectively adjusted our financial statements. Preliminary Allocation Previously Reported on Form 10-K as of December 2014 Increase/ Decrease Final Allocation (millions of dollars) (millions of dollars) (millions of dollars) Accounts receivable $ 235.7 $ - $ 235.7 Inventories 157.3 - 157.3 Other current assets 65.0 - 65.0 Mineral rights 535.5 - 535.5 Plant, property and equipment 371.2 - 371.2 Goodwill 708.1 12.8 720.9 Intangible assets 214.3 8.8 223.1 Other non-current assets 51.4 9.2 60.6 Total assets acquired $ 2,338.5 $ 30.8 $ 2,369.3 Accounts payable 66.4 - 66.4 Accrued expenses 61.6 - 61.6 Non-current deferred tax liability 322.3 1.5 323.8 Other non-current liabilities 85.9 29.3 115.2 Total liabilities assumed $ 536.2 $ 30.8 $ 567.0 Net assets acquired $ 1,802.3 $ - $ 1,802.3 |
Unaudited pro forma summary of Condensed Consolidated Statements of Income | The following table presents the unaudited summary of the Company’s Condensed Consolidated Statements of Income for the nine months ended September 27, 2015 and the unaudited pro forma summary of the Company’s Condensed Consolidated Statements of Income for the nine months ended September 28, 2014, which includes AMCOL’s Statement of Operations for the respective periods, as if the acquisition and related financing occurred on January 1, 2014. The following unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction occurred on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, potential synergies, and cost savings from operating efficiencies. Nine Months Ended Sept. 27, Sept. 28, Pro Forma (millions of dollars) Net sales $ 1,367.6 $ 1,582.6 Income from continuing operations before provision for taxes and equity in earnings 118.3 125.9 Income from continuing operations, net of tax 93.9 85.6 |
Earnings Per Share (EPS) (Table
Earnings Per Share (EPS) (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Earnings Per Share (EPS) [Abstract] | |
Schedule of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (in millions, except per share data) Basic EPS Amounts attributable to MTI Income from continuing operations $ 29.2 $ 36.8 $ 91.0 $ 69.1 Income from discontinued operations - 0.2 - 2.0 Net income $ 29.2 $ 37.0 $ 91.0 $ 71.1 Weighted average shares outstanding 34.7 34.5 34.7 34.5 Earnings per share attributable to MTI Continuing operations $ 0.84 $ 1.07 $ 2.62 $ 2.00 Discontinued operations - - - 0.06 Net income $ 0.84 $ 1.07 $ 2.62 $ 2.06 Diluted EPS Amounts attributable to MTI Income from continuing operations $ 29.2 $ 36.8 $ 91.0 $ 69.1 Income from discontinued operations - 0.2 - 2.0 Net income $ 29.2 $ 37.0 $ 91.0 $ 71.1 Weighted average shares outstanding 34.7 34.5 34.7 34.5 Dilutive effect of stock options and stock units 0.3 0.3 0.3 0.3 Weighted average shares outstanding, adjusted 35.0 34.8 35.0 34.8 Earnings per share attributable to MTI Continuing operations $ 0.83 $ 1.06 $ 2.60 $ 1.99 Discontinued operations - - - 0.06 Net income $ 0.83 $ 1.06 $ 2.60 $ 2.05 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Restructuring Charges [Abstract] | |
Reconciliation of restructuring liability | The following table is a reconciliation of our restructuring liability balance as of September 27, 2015: (millions of dollars) Restructuring liability, December 31, 2014 $ 14.6 Additional provisions 6.2 Cash payments (10.9 ) Other adjustments (2.9 ) Restructuring liability, Sept. 27, 2015 $ 7.0 |
Schedule of restructuring charges | The following table outlines the amount of restructuring charges recorded within the Consolidated Statements of Income. Three Months Ended Nine Months Ended (millions of dollars) Sept. 27, Sept. 28, Sept. 27, Sept. 28, Restructuring Charges $ 5.2 $ 5.8 $ 6.2 $ 11.8 Impairment of Assets 5.3 - 21.1 - Total restructuring and other charges $ 10.5 $ 5.8 $ 27.3 $ 11.8 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Inventories [Abstract] | |
Inventories by major category | The following is a summary of inventories by major category: Sept. 27, December 31, (millions of dollars) Raw materials $ 79.3 $ 85.9 Work-in-process 5.7 6.7 Finished goods 88.3 88.7 Packaging and supplies 30.3 30.5 Total inventories $ 203.6 $ 211.8 |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Goodwill and Other Intangible Assets [Abstract] | |
Acquired intangible assets subject to amortization | Acquired intangible assets subject to amortization as of September 27, 2015 and December 31, 2014 were as follows: September 27, 2015 December 31, 2014 Weighted Average Useful Life (Years) Gross Accumulated Gross Accumulated (millions of dollars) Tradenames 34 $ 199.8 $ 8.0 $ 191.2 $ 3.7 Technology 12 18.8 2.2 18.7 1.0 Patents and trademarks 17 6.4 4.3 6.4 4.0 Customer relationships 30 4.5 0.5 4.4 0.1 Customer lists 15 2.9 2.8 2.9 2.7 28 $ 232.4 $ 17.8 $ 223.6 $ 11.5 |
Long-Term Debt and Commitments
Long-Term Debt and Commitments (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Long-Term Debt and Commitments [Abstract] | |
Summary of long term debt | The following is a summary of long-term debt: Sept. 27, December 31, (millions of dollars) Term Loan Facility, net of unamortized discount of $12.2 million due May 9, 2021 $ 1,315.8 $ 1,454.0 China Loan Facilities 12.0 1.8 Total $ 1,327.8 $ 1,455.8 Less: Current maturities 2.2 0.3 Long-term debt $ 1,325.6 $ 1,455.5 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Benefit Plans [Abstract] | |
Components of net periodic benefit cost | Components of Net Periodic Benefit Cost Pension Benefits Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (millions of dollars Service cost $ 2.8 $ 2.1 $ 8.1 $ 6.5 Interest cost 3.7 4.0 11.6 10.8 Expected return on plan assets (4.9 ) (5.0 ) (14.9 ) (14.2 ) Amortization: Prior service cost 0.1 0.3 0.6 0.9 Recognized net actuarial loss 3.2 1.9 8.9 5.4 Net periodic benefit cost $ 4.9 $ 3.3 $ 14.3 $ 9.4 Other Benefits Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (millions of dollars Service cost $ 0.1 $ - $ 0.3 $ 0.3 Interest cost 0.1 0.1 0.3 0.3 Amortization: Prior service cost (0.7 ) (0.8 ) (2.3 ) (2.3 ) Recognized net actuarial (gain)/loss (0.1 ) (0.1 ) (0.1 ) (0.2 ) Net periodic benefit cost $ (0.6 ) $ (0.8 ) $ (1.8 ) $ (1.9 ) |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Comprehensive Income [Abstract] | |
Reclassifications out of accumulated other comprehensive income, net of related tax | The following table summarizes the amounts reclassified out of accumulated other comprehensive income (loss) attributable to the Company: Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss) Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (millions of dollars) Amortization of pension items: Pre-tax amount $ 2.5 $ 1.3 $ 7.1 $ 3.8 Tax (0.9 ) (0.5 ) (2.5 ) (1.3 ) Net of tax $ 1.6 $ 0.8 $ 4.6 $ 2.5 |
Accumulated other comprehensive income, net of related tax, attributable to MTI | The major components of accumulated other comprehensive income, net of related tax, attributable to MTI are as follows: Foreign Currency Translation Adjustment Unrecognized Pension Costs Net Gain on Cash Flow Hedges Total (millions of dollars) Balance as of December 31, 2014 $ (33.4 ) $ (82.1 ) $ 2.6 $ (112.9 ) Other comprehensive income (loss) before reclassifications (65.0 ) - - (65.0 ) Amounts reclassified from AOCI - 4.6 - 4.6 Net current period other comprehensive income(loss) (65.0 ) 4.6 - (60.4 ) Balance as of September 27, 2015 $ (98.4 ) $ (77.5 ) $ 2.6 $ (173.3 ) |
Accounting for Asset Retireme31
Accounting for Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Accounting for Asset Retirement Obligations [Abstract] | |
Reconciliation of asset retirement obligations | The following is a reconciliation of asset retirement obligations as of September 27, 2015: (millions of dollars) Asset retirement liability, December 31, 2014 $ 23.0 Accretion expense 2.5 Reversals (0.5 ) Payments (1.5 ) Foreign currency translation (1.3 ) Asset retirement liability, September 27, 2015 $ 22.2 |
Non-controlling interests (Tabl
Non-controlling interests (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Non-controlling interests [Abstract] | |
Total equity, equity attributable to MTI, and equity attributable to noncontrolling interests | The following is a reconciliation of beginning and ending total equity, equity attributable to MTI, and equity attributable to non-controlling interests: Equity Attributable to MTI Common Additional Retained Accumulated Treasury Non-controlling Total (millions of dollars) Balance as of December 31, 2014 $ 4.8 $ 373.0 $ 1,191.8 $ (112.9 ) $ (593.7 ) $ $ 25.9 $ 888.9 Net income - - 91.0 - - 2.9 93.9 Other comprehensive income (loss) - - - (60.4 ) - (1.1 ) (61.5 ) Dividends declared - - (5.4 ) - - - (5.4 ) Dividends to non-controlling interest - - - - - (0.9 ) (0.9 ) Issuance of shares pursuant to employee stock compensation plans - 1.3 - - - - 1.3 Income tax benefit arising from employee stock compensation plans - 0.8 - - - - 0.8 Stock based compensation - 7.6 - - - - 7.6 Balance as of September 27, 2015 $ 4.8 $ 382.7 $ 1,277.4 $ (173.3 ) $ (593.7 ) $ 26.8 $ 924.7 |
Segment and Related Informati33
Segment and Related Information (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Segment and Related Information [Abstract] | |
Segment and related information, net sales and income from operations | Segment information for the three and nine-month periods ended September 27, 2015 and September 28, 2014 were as follows: Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (millions of dollars) Net Sales Specialty Minerals $ 156.5 $ 163.0 $ 466.9 $ 490.5 Refractories 77.4 90.4 227.7 266.8 Performance Materials 126.5 135.6 383.5 211.4 Construction Technologies 49.7 69.1 140.7 106.3 Energy Services 40.9 85.4 148.8 134.0 Total $ 451.0 $ 543.5 $ 1,367.6 $ 1,209.0 Income from Operations Specialty Minerals $ 25.0 $ 26.0 $ 75.2 $ 71.4 Refractories 7.9 9.7 24.5 29.0 Performance Materials 22.7 18.7 72.0 23.0 Construction Technologies 6.1 8.3 18.5 9.0 Energy Services (7.9 ) 10.2 (14.2 ) 16.1 Total $ 53.8 $ 72.9 $ 176.0 $ 148.5 |
Segment and related information, reconciliation of operating income before income taxes | A reconciliation of the totals reported for the operating segments to the applicable line items in the condensed consolidated financial statements is as follows: Income from operations before provision for taxes on income Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (millions of dollars) Income from operations for reportable segments $ 53.8 $ 72.9 $ 176.0 $ 148.5 Acquisition Related Transaction and Integration Costs (2.4 ) (4.2 ) (8.5 ) (16.7 ) Unallocated corporate expenses (1.5 ) (1.9 ) (4.9 ) (5.6 ) Consolidated income from operations 49.9 66.8 162.6 126.2 Non-operating deductions, net (11.7 ) (15.1 ) (44.3 ) (30.5 ) Income from continuing operations before provision for taxes on income $ 38.2 $ 51.7 $ 118.3 $ 95.7 |
Segment and related information, sales by product category | The Company's sales by product category are as follows: Three Months Ended Nine Months Ended Sept. 27, Sept. 28, Sept. 27, Sept. 28, (millions of dollars) Paper PCC $ 106.1 $ 113.4 $ 315.9 $ 341.3 Specialty PCC 15.8 16.5 48.5 50.7 Talc 13.9 13.8 41.9 41.7 Ground Calcium Carbonate 20.7 19.3 60.6 56.8 Refractory Products 60.5 69.7 178.3 201.4 Metallurgical Products 16.9 20.7 49.4 65.4 Metalcasting 63.4 70.0 200.3 109.4 Household, Personal Care and Specialty Products 43.0 42.8 126.6 66.2 Basic Minerals and Other Products 20.1 22.8 56.6 35.8 Environmental Products 21.7 34.5 55.2 51.8 Building Materials and Other Products 28.0 34.6 85.5 54.5 Energy Services 40.9 85.4 148.8 134.0 Total $ 451.0 $ 543.5 $ 1,367.6 $ 1,209.0 |
Basis of Presentation and Sum34
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 27, 2015SegmentFacility | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Number of reportable segments | Segment | 5 |
Minimum number of mining or production facilities | 25 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions | May. 09, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | Dec. 31, 2014 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Goodwill | $ 789.2 | [1] | $ 789.2 | [1] | $ 770.9 | [2] | |||
Acquisition and integration related costs | 2.4 | $ 4.2 | 8.5 | $ 16.7 | |||||
Unaudited pro forma summary of Condensed Consolidated Statements of Income [Abstract] | |||||||||
Restructuring and impairment charges | 10.5 | 5.8 | 27.3 | 11.8 | |||||
AMCOL International Corporation [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration received (in dollars per share) | $ 45.75 | ||||||||
Debt instrument face amount | $ 1,560 | ||||||||
Business Combination, Consideration Transferred [Abstract] | |||||||||
Cash consideration transferred to AMCOL shareholders | 1,519.4 | ||||||||
AMCOL notes repaid at close | 325.6 | ||||||||
Total consideration transferred to debt and equity holders | 1,845 | ||||||||
Cash acquired | 42.7 | ||||||||
Total consideration transferred to debt and equity holders, net of cash acquired | $ 1,802.3 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Deferred tax liability on increase of goodwill | 323.8 | 323.8 | |||||||
Acquisition and integration related costs | 2.4 | $ 4.2 | $ 8.5 | 16.7 | |||||
Net sales | 451.7 | ||||||||
Operating income | 48.1 | ||||||||
Post acquisition period | 143 days | ||||||||
Unaudited pro forma summary of Condensed Consolidated Statements of Income [Abstract] | |||||||||
Net sales | $ 1,367.6 | 1,582.6 | |||||||
Income from continuing operations before provision for taxes and equity in earnings | 118.3 | 125.9 | |||||||
Income from continuing operations, net of tax | 93.9 | $ 85.6 | |||||||
Restructuring and impairment charges | 27.3 | ||||||||
Extinguishment of debt costs | $ 4.5 | ||||||||
Tax rate | 28.00% | ||||||||
AMCOL International Corporation [Member] | Preliminary Allocation Previously Reported [Member] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Accounts receivable | 235.7 | ||||||||
Inventories | 157.3 | ||||||||
Other current assets | 65 | ||||||||
Mineral rights | 535.5 | ||||||||
Plant, property and equipment | 371.2 | ||||||||
Goodwill | 708.1 | ||||||||
Intangible assets | 214.3 | ||||||||
Other non-current assets | 51.4 | ||||||||
Total assets acquired | 2,338.5 | ||||||||
Accounts payable | 66.4 | ||||||||
Accrued expenses | 61.6 | ||||||||
Non-current deferred tax liability | 322.3 | ||||||||
Other non-current liabilities | 85.9 | ||||||||
Total liabilities assumed | 536.2 | ||||||||
Net assets acquired | $ 1,802.3 | ||||||||
AMCOL International Corporation [Member] | Increase/ Decrease [Member] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Accounts receivable | 0 | $ 0 | |||||||
Inventories | 0 | 0 | |||||||
Other current assets | 0 | 0 | |||||||
Mineral rights | 0 | 0 | |||||||
Plant, property and equipment | 0 | 0 | |||||||
Goodwill | 12.8 | 12.8 | |||||||
Intangible assets | 8.8 | 8.8 | |||||||
Other non-current assets | 9.2 | 9.2 | |||||||
Total assets acquired | 30.8 | 30.8 | |||||||
Accounts payable | 0 | 0 | |||||||
Accrued expenses | 0 | 0 | |||||||
Non-current deferred tax liability | 1.5 | 1.5 | |||||||
Other non-current liabilities | 29.3 | 29.3 | |||||||
Total liabilities assumed | 30.8 | 30.8 | |||||||
Net assets acquired | 0 | 0 | |||||||
AMCOL International Corporation [Member] | Final Allocation [Member] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Accounts receivable | 235.7 | 235.7 | |||||||
Inventories | 157.3 | 157.3 | |||||||
Other current assets | 65 | 65 | |||||||
Mineral rights | 535.5 | 535.5 | |||||||
Plant, property and equipment | 371.2 | 371.2 | |||||||
Goodwill | 720.9 | 720.9 | |||||||
Intangible assets | 223.1 | 223.1 | |||||||
Other non-current assets | 60.6 | 60.6 | |||||||
Total assets acquired | 2,369.3 | 2,369.3 | |||||||
Accounts payable | 66.4 | 66.4 | |||||||
Accrued expenses | 61.6 | 61.6 | |||||||
Non-current deferred tax liability | 323.8 | 323.8 | |||||||
Other non-current liabilities | 115.2 | 115.2 | |||||||
Total liabilities assumed | 567 | 567 | |||||||
Net assets acquired | $ 1,802.3 | $ 1,802.3 | |||||||
AMCOL International Corporation [Member] | Technology [Member] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Weighted average amortization period for acquired intangible assets | 12 years | ||||||||
AMCOL International Corporation [Member] | Tradenames [Member] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||||||
Weighted average amortization period for acquired intangible assets | 34 years | ||||||||
[1] | Unaudited | ||||||||
[2] | Condensed from audited financial statements |
Earnings Per Share (EPS) (Detai
Earnings Per Share (EPS) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Amounts attributable to MTI [Abstract] | ||||
Income from continuing operations | $ 29.2 | $ 36.8 | $ 91 | $ 69.1 |
Income from discontinued operations | 0 | 0.2 | 0 | 2 |
Net income attributable to Minerals Technologies Inc. (MTI) | $ 29.2 | $ 37 | $ 91 | $ 71.1 |
Weighted average shares outstanding (in shares) | 34,700,000 | 34,500,000 | 34,700,000 | 34,500,000 |
Earnings per share attributable to MTI [Abstract] | ||||
Continuing operations (in dollars per share) | $ 0.84 | $ 1.07 | $ 2.62 | $ 2 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.06 |
Basic earnings per share attributable to MTI (in dollars per share) | $ 0.84 | $ 1.07 | $ 2.62 | $ 2.06 |
Amounts attributable to MTI [Abstract] | ||||
Income from continuing operations | $ 29.2 | $ 36.8 | $ 91 | $ 69.1 |
Income from discontinued operations | 0 | 0.2 | 0 | 2 |
Net income attributable to Minerals Technologies Inc. (MTI) | $ 29.2 | $ 37 | $ 91 | $ 71.1 |
Weighted average shares outstanding (in shares) | 34,700,000 | 34,500,000 | 34,700,000 | 34,500,000 |
Dilutive effect of stock options and stock units (in shares) | 300,000 | 300,000 | 300,000 | 300,000 |
Weighted average shares outstanding, adjusted (in shares) | 35,000,000 | 34,800,000 | 35,000,000 | 34,800,000 |
Earnings per share attributable to MTI [Abstract] | ||||
Continuing operations (in dollars per share) | $ 0.83 | $ 1.06 | $ 2.60 | $ 1.99 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.06 |
Diluted earnings per share attributable to MTI (in dollars per share) | $ 0.83 | $ 1.06 | $ 2.60 | $ 2.05 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities not included in the weighted average commons shares outstanding calculation (in shares) | 395,545 | 173,068 | 395,545 | 173,068 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | Dec. 31, 2014 | |
Restructuring Charges [Abstract] | |||||
Reduction in workforce | 10.00% | ||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring liability, beginning of period | $ 14.6 | ||||
Additional provisions | 6.2 | ||||
Cash payments | (10.9) | ||||
Other adjustments | (2.9) | ||||
Restructuring liability, end of period | $ 7 | 7 | |||
Restructuring Charges | 5.2 | $ 5.8 | 6.2 | $ 11.8 | |
Impairment of Assets | 5.3 | 0 | 21.1 | 0 | |
Total restructuring and other charges | $ 10.5 | $ 5.8 | $ 27.3 | $ 11.8 |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Millions | 9 Months Ended |
Sep. 28, 2014USD ($) | |
Discontinued Operations [Abstract] | |
Reversal of facility closure accrual costs, net of tax | $ 1.8 |
Tax expense on facility closure accrual costs | $ 0.6 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 27, 2015USD ($) | Sep. 27, 2015USD ($) | |
Income Taxes [Abstract] | ||
Amount of unrecognized tax benefits | $ 6.2 | $ 6.2 |
Unrecognized tax benefits that would impact effective tax rate | 3.7 | 3.7 |
Unrecognized tax benefits, net increase in penalties and interest expense | 0.1 | 0.4 |
Unrecognized tax benefits, accrued interest and penalties | $ 1.7 | $ 1.7 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 27, 2015 | Dec. 31, 2014 | ||
Inventories [Abstract] | ||||
Raw materials | $ 79.3 | $ 85.9 | ||
Work-in-process | 5.7 | 6.7 | ||
Finished goods | 88.3 | 88.7 | ||
Packaging and supplies | 30.3 | 30.5 | ||
Total inventories | $ 203.6 | [1] | $ 211.8 | [2] |
[1] | Unaudited | |||
[2] | Condensed from audited financial statements |
Goodwill and Other Intangible41
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 27, 2015 | Dec. 31, 2014 | |||
Goodwill and Other Intangible Assets [Abstract] | ||||
Goodwill | $ 789.2 | [1] | $ 770.9 | [2] |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 232.4 | 223.6 | ||
Accumulated Amortization | $ 17.8 | 11.5 | ||
Weighted Average Useful Life | 28 years | |||
Finite-Lived Intangible Assets [Line Items] | ||||
Increase in intangibles | $ 8.8 | |||
Trade Names [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 199.8 | 191.2 | ||
Accumulated Amortization | $ 8 | 3.7 | ||
Weighted Average Useful Life | 34 years | |||
Technology [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 18.8 | 18.7 | ||
Accumulated Amortization | $ 2.2 | 1 | ||
Weighted Average Useful Life | 12 years | |||
Patents and Trademarks [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 6.4 | 6.4 | ||
Accumulated Amortization | $ 4.3 | 4 | ||
Weighted Average Useful Life | 17 years | |||
Customer Relationships [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 4.5 | 4.4 | ||
Accumulated Amortization | $ 0.5 | 0.1 | ||
Weighted Average Useful Life | 30 years | |||
Customer Lists [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 2.9 | 2.9 | ||
Accumulated Amortization | $ 2.8 | $ 2.7 | ||
Weighted Average Useful Life | 15 years | |||
Acquired Finite-Lived Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period for acquired intangible assets subject to amortization | 28 years | |||
Estimated amortization expense, 2015 | $ 8.2 | |||
Estimated amortization expense, 2016 | 8.2 | |||
Estimated amortization expense, 2017 | 8 | |||
Estimated amortization expense, 2018 | 7.8 | |||
Estimated amortization expense, 2019 | 7.8 | |||
Estimated amortization expense, 2020 | 7.8 | |||
Estimated amortization expense, thereafter | $ 184.6 | |||
[1] | Unaudited | |||
[2] | Condensed from audited financial statements |
Long-Term Debt and Commitment42
Long-Term Debt and Commitments (Details) ¥ in Millions, $ in Millions | 9 Months Ended | 12 Months Ended | |||||||
Sep. 27, 2015USD ($) | Sep. 28, 2014USD ($) | Dec. 31, 2014USD ($)Loan | Sep. 27, 2015CNY (¥) | Jun. 23, 2015USD ($) | Dec. 31, 2014CNY (¥) | May. 09, 2014USD ($) | |||
Debt Instrument [Line Items] | |||||||||
Debt | $ 1,327.8 | $ 1,455.8 | |||||||
Less: Current maturities | 2.2 | [1] | 0.3 | [2] | |||||
Long-term debt | 1,325.6 | [1] | 1,455.5 | [2] | |||||
Maximum borrowing capacity | 35.4 | ||||||||
Repayments of long-term debt | 140.4 | $ 113.2 | |||||||
Uncommitted short-term bank credit lines, amount outstanding | $ 6.2 | ||||||||
Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Net leverage ratio | 3.50 | ||||||||
Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Net leverage ratio | 5.25 | ||||||||
Term Loan Facility, net of unamortized discount of $12.2 million due May 9, 2021 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt | $ 1,315.8 | 1,454 | |||||||
Long-term debt, unamortized discount | $ 12.2 | 12.2 | |||||||
Maturity date | May 9, 2021 | ||||||||
Long-term debt, gross | $ 0 | $ 1,560 | |||||||
Maximum borrowing capacity | $ 1,378 | ||||||||
Repayments of long-term debt | $ 140.2 | ||||||||
Term Loan Facility, net of unamortized discount of $12.2 million due May 9, 2021 [Member] | LIBOR [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Facility variable interest rate | 0.75% | 0.75% | |||||||
Term Loan Facility, net of unamortized discount of $12.2 million due May 9, 2021 [Member] | LIBOR [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Facility variable interest rate | 3.00% | 3.00% | |||||||
Term Loan Facility, net of unamortized discount of $12.2 million due May 9, 2021 [Member] | Floating Rate Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 1,078 | ||||||||
Amortization rate on notes | 1.00% | ||||||||
Term Loan Facility, net of unamortized discount of $12.2 million due May 9, 2021 [Member] | Fixed Rate Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 300 | ||||||||
Facility variable interest rate | 4.75% | 4.75% | |||||||
Discount interest rate on notes | 0.25% | ||||||||
China Loan Facilities [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt | $ 12 | 1.8 | |||||||
Maturity date | Dec. 31, 2019 | ||||||||
Long-term debt, gross | $ 13.3 | ||||||||
Debt instrument outstanding | $ 12.1 | ||||||||
Maximum borrowing capacity | $ 1.8 | ¥ 27.8 | ¥ 73.8 | ||||||
Number of committed loan facilities | Loan | 3 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity date | May 9, 2019 | ||||||||
Maximum borrowing capacity | $ 200 | ||||||||
Basis points related to debt | 0.25% | ||||||||
Letters of credit outstanding | $ 9.3 | ||||||||
Revolving Credit Facility [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Facility variable interest rate | 1.75% | 1.75% | |||||||
Letter of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding | $ 15 | ||||||||
[1] | Unaudited | ||||||||
[2] | Condensed from audited financial statements |
Benefit Plans (Details)
Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Employer Contributions [Abstract] | ||||
Maximum percentage of total benefit obligation for international pension plans | 25.00% | 25.00% | ||
Pension Benefits [Member] | ||||
Components of net periodic benefit cost [Abstract] | ||||
Service cost | $ 2.8 | $ 2.1 | $ 8.1 | $ 6.5 |
Interest cost | 3.7 | 4 | 11.6 | 10.8 |
Expected return on plan assets | (4.9) | (5) | (14.9) | (14.2) |
Amortization [Abstract] | ||||
Prior service cost | 0.1 | 0.3 | 0.6 | 0.9 |
Recognized net actuarial (gain) loss | 3.2 | 1.9 | 8.9 | 5.4 |
Net periodic benefit cost | 4.9 | 3.3 | 14.3 | 9.4 |
Employer Contributions [Abstract] | ||||
Expected company contribution to its benefit plans | 9 | |||
Company contribution to benefit plans | 7.2 | |||
Other Benefits [Member] | ||||
Components of net periodic benefit cost [Abstract] | ||||
Service cost | 0.1 | 0 | 0.3 | 0.3 |
Interest cost | 0.1 | 0.1 | 0.3 | 0.3 |
Amortization [Abstract] | ||||
Prior service cost | (0.7) | (0.8) | (2.3) | (2.3) |
Recognized net actuarial (gain) loss | (0.1) | (0.1) | (0.1) | (0.2) |
Net periodic benefit cost | $ (0.6) | $ (0.8) | (1.8) | $ (1.9) |
Employer Contributions [Abstract] | ||||
Expected company contribution to its benefit plans | 1 | |||
Company contribution to benefit plans | $ 0.3 |
Comprehensive Income (Details)
Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net of tax | $ (4.6) | |||
Pension Costs [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net of tax | (4.6) | |||
Pension Costs [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Pre-tax amount | $ 2.5 | $ 1.3 | 7.1 | $ 3.8 |
Tax | (0.9) | (0.5) | (2.5) | (1.3) |
Net of tax | $ 1.6 | $ 0.8 | $ 4.6 | $ 2.5 |
Comprehensive Income, Accumulat
Comprehensive Income, Accumulated Other Comprehensive Income, Net of Related Tax (Details) $ in Millions | 9 Months Ended | |
Sep. 27, 2015USD ($) | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | $ (112.9) | [1] |
Other comprehensive income (loss) before reclassifications | (65) | |
Amounts reclassified from AOCI | 4.6 | |
Net current period other comprehensive income (loss) | (60.4) | |
Balance at end of period | (173.3) | [2] |
Foreign Currency Translation Adjustment [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | (33.4) | |
Other comprehensive income (loss) before reclassifications | (65) | |
Amounts reclassified from AOCI | 0 | |
Net current period other comprehensive income (loss) | (65) | |
Balance at end of period | (98.4) | |
Unrecognized Pension Costs [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | (82.1) | |
Other comprehensive income (loss) before reclassifications | 0 | |
Amounts reclassified from AOCI | 4.6 | |
Net current period other comprehensive income (loss) | 4.6 | |
Balance at end of period | (77.5) | |
Net Gain on Cash Flow Hedges [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | 2.6 | |
Other comprehensive income (loss) before reclassifications | 0 | |
Amounts reclassified from AOCI | 0 | |
Net current period other comprehensive income (loss) | 0 | |
Balance at end of period | $ 2.6 | |
[1] | Condensed from audited financial statements | |
[2] | Unaudited |
Accounting for Asset Retireme46
Accounting for Asset Retirement Obligations (Details) $ in Millions | 9 Months Ended |
Sep. 27, 2015USD ($) | |
Accounting for Asset Retirement Obligations [Abstract] | |
Asset retirement liability, beginning balance | $ 23 |
Accretion expense | 2.5 |
Reversals | (0.5) |
Payments | (1.5) |
Foreign currency translation | (1.3) |
Asset retirement liability, ending balance | 22.2 |
Asset retirement obligation current portion | 1.8 |
Asset retirement obligation noncurrent portion | $ 20.3 |
Contingencies (Details)
Contingencies (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015USD ($)Cases | Sep. 27, 2015USD ($)ContractLoadCases | Oct. 24, 2014USD ($) | Dec. 31, 2009 | |
Loss Contingencies [Line Items] | ||||
Number of contracts entered | Contract | 2 | |||
Number of ship loads | Load | 60 | |||
Default arbitration award | $ | $ 70 | |||
Site Contingency [Line Items] | ||||
Consent decree paid by US government | $ | $ 2.3 | |||
AMCOL International Corporation [Member] | ||||
Loss Contingencies [Line Items] | ||||
Ownership interest | 19.00% | 19.00% | 20.00% | |
Administrative Consent Order For Contamination Associated with Historic Use of PCBs [Member] | ||||
Site Contingency [Line Items] | ||||
Location of plant | Canaan, Connecticut | |||
Estimated accrued remediation cost | $ | $ 0.4 | $ 0.4 | ||
Administrative Consent Order For Installation of Groundwater Contamination System [Member] | ||||
Site Contingency [Line Items] | ||||
Location of plant | Adams, Massachusetts plant | |||
Estimated accrued remediation cost | $ | $ 0.4 | $ 0.4 | ||
Estimated cost of wastewater treatment upgrades, lower range | $ | 6 | |||
Estimated cost of wastewater treatment upgrades, upper range | $ | $ 8 | |||
Silica Cases [Member] | ||||
Loss Contingencies [Line Items] | ||||
Number of pending cases | 31 | 31 | ||
Number of cases dismissed to date | 43 | 1,464 | ||
Number of new cases filed during the quarter | 0 | |||
Number of cases settle | 1 | |||
Asbestos Cases [Member] | ||||
Loss Contingencies [Line Items] | ||||
Number of pending cases | 12 | 12 | ||
Number of cases dismissed to date | 2 | 46 | ||
Number of new cases filed during the quarter | 1 | |||
Number of cases settle | 0 | |||
Number of allege liability | 1 |
Non-controlling interests (Deta
Non-controlling interests (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | ||
Noncontrolling Interest [Line Items] | |||||
Balance | [1] | $ 888.9 | |||
Net income | $ 30.3 | $ 37.8 | 93.9 | $ 73.5 | |
Other comprehensive income (loss) | (34.2) | $ (26.9) | (61.5) | $ (19.5) | |
Dividends declared | (5.4) | ||||
Dividends to non-controlling interest | (0.9) | ||||
Issuance of shares pursuant to employee stock compensation plans | 1.3 | ||||
Income tax benefit arising from employee stock compensation plans | 0.8 | ||||
Stock based compensation | 7.6 | ||||
Balance | [2] | 924.7 | 924.7 | ||
Common Stock [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Balance | 4.8 | ||||
Net income | 0 | ||||
Other comprehensive income (loss) | 0 | ||||
Dividends declared | 0 | ||||
Dividends to non-controlling interest | 0 | ||||
Issuance of shares pursuant to employee stock compensation plans | 0 | ||||
Income tax benefit arising from employee stock compensation plans | 0 | ||||
Stock based compensation | 0 | ||||
Balance | 4.8 | 4.8 | |||
Additional Paid-in Capital [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Balance | 373 | ||||
Net income | 0 | ||||
Other comprehensive income (loss) | 0 | ||||
Dividends declared | 0 | ||||
Dividends to non-controlling interest | 0 | ||||
Issuance of shares pursuant to employee stock compensation plans | 1.3 | ||||
Income tax benefit arising from employee stock compensation plans | 0.8 | ||||
Stock based compensation | 7.6 | ||||
Balance | 382.7 | 382.7 | |||
Retained Earnings [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Balance | 1,191.8 | ||||
Net income | 91 | ||||
Other comprehensive income (loss) | 0 | ||||
Dividends declared | (5.4) | ||||
Dividends to non-controlling interest | 0 | ||||
Issuance of shares pursuant to employee stock compensation plans | 0 | ||||
Income tax benefit arising from employee stock compensation plans | 0 | ||||
Stock based compensation | 0 | ||||
Balance | 1,277.4 | 1,277.4 | |||
Accumulated Other Comprehensive Income (Loss) [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Balance | (112.9) | ||||
Net income | 0 | ||||
Other comprehensive income (loss) | (60.4) | ||||
Dividends declared | 0 | ||||
Dividends to non-controlling interest | 0 | ||||
Issuance of shares pursuant to employee stock compensation plans | 0 | ||||
Income tax benefit arising from employee stock compensation plans | 0 | ||||
Stock based compensation | 0 | ||||
Balance | (173.3) | (173.3) | |||
Treasury Stock [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Balance | (593.7) | ||||
Net income | 0 | ||||
Other comprehensive income (loss) | 0 | ||||
Dividends declared | 0 | ||||
Dividends to non-controlling interest | 0 | ||||
Issuance of shares pursuant to employee stock compensation plans | 0 | ||||
Income tax benefit arising from employee stock compensation plans | 0 | ||||
Stock based compensation | 0 | ||||
Balance | (593.7) | (593.7) | |||
Noncontrolling Interests [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Balance | 25.9 | ||||
Net income | 2.9 | ||||
Other comprehensive income (loss) | (1.1) | ||||
Dividends declared | 0 | ||||
Dividends to non-controlling interest | (0.9) | ||||
Issuance of shares pursuant to employee stock compensation plans | 0 | ||||
Income tax benefit arising from employee stock compensation plans | 0 | ||||
Stock based compensation | 0 | ||||
Balance | $ 26.8 | $ 26.8 | |||
[1] | Condensed from audited financial statements | ||||
[2] | Unaudited |
Segment and Related Informati49
Segment and Related Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015USD ($) | Sep. 28, 2014USD ($) | Sep. 27, 2015USD ($)Segment | Sep. 28, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 5 | |||
Net Sales | $ 451 | $ 543.5 | $ 1,367.6 | $ 1,209 |
Income from Operations | 49.9 | 66.8 | 162.6 | 126.2 |
Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Income from Operations | 53.8 | 72.9 | 176 | 148.5 |
Specialty Minerals [Member] | Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 156.5 | 163 | 466.9 | 490.5 |
Income from Operations | 25 | 26 | 75.2 | 71.4 |
Refractories [Member] | Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 77.4 | 90.4 | 227.7 | 266.8 |
Income from Operations | 7.9 | 9.7 | 24.5 | 29 |
Performance Materials [Member] | Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 126.5 | 135.6 | 383.5 | 211.4 |
Income from Operations | 22.7 | 18.7 | 72 | 23 |
Construction Technologies [Member] | Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 49.7 | 69.1 | 140.7 | 106.3 |
Income from Operations | 6.1 | 8.3 | 18.5 | 9 |
Energy Services [Member] | Reportable Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 40.9 | 85.4 | 148.8 | 134 |
Income from Operations | $ (7.9) | $ 10.2 | $ (14.2) | $ 16.1 |
Segment and Related Informati50
Segment and Related Information, Reconciliation of Operating Income Before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Income from operations before provision for taxes on income [Abstract] | ||||
Acquisition Related Transaction and Integration Costs | $ (2.4) | $ (4.2) | $ (8.5) | $ (16.7) |
Unallocated corporate expenses | (1.5) | (1.9) | (4.9) | (5.6) |
Consolidated income from operations | 49.9 | 66.8 | 162.6 | 126.2 |
Non-operating deductions, net | (11.7) | (15.1) | (44.3) | (30.5) |
Income from continuing operations before provision for taxes and equity in earnings | 38.2 | 51.7 | 118.3 | 95.7 |
Reportable Segments [Member] | ||||
Income from operations before provision for taxes on income [Abstract] | ||||
Consolidated income from operations | $ 53.8 | $ 72.9 | $ 176 | $ 148.5 |
Segment and Related Informati51
Segment and Related Information, Sales By Product Category (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Revenue from External Customer [Line Items] | ||||
Total net sales | $ 451 | $ 543.5 | $ 1,367.6 | $ 1,209 |
Paper PCC [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total net sales | 106.1 | 113.4 | 315.9 | 341.3 |
Specialty PCC [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total net sales | 15.8 | 16.5 | 48.5 | 50.7 |
Talc [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total net sales | 13.9 | 13.8 | 41.9 | 41.7 |
Ground Calcium Carbonate [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total net sales | 20.7 | 19.3 | 60.6 | 56.8 |
Refractory Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total net sales | 60.5 | 69.7 | 178.3 | 201.4 |
Metallurgical Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total net sales | 16.9 | 20.7 | 49.4 | 65.4 |
Metalcasting [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total net sales | 63.4 | 70 | 200.3 | 109.4 |
Household, Personal Care and Specialty Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total net sales | 43 | 42.8 | 126.6 | 66.2 |
Basic Minerals and Other Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total net sales | 20.1 | 22.8 | 56.6 | 35.8 |
Environmental Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total net sales | 21.7 | 34.5 | 55.2 | 51.8 |
Building Materials and Other Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total net sales | 28 | 34.6 | 85.5 | 54.5 |
Energy Services [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total net sales | $ 40.9 | $ 85.4 | $ 148.8 | $ 134 |