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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950131-02-001191.txt : 20020415
<SEC-HEADER>0000950131-02-001191.hdr.sgml : 20020415
ACCESSION NUMBER: 0000950131-02-001191
CONFORMED SUBMISSION TYPE: 10-K405
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20011231
FILED AS OF DATE: 20020327
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP
CENTRAL INDEX KEY: 0000813621
STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400]
IRS NUMBER: 360724340
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K405
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14447
FILM NUMBER: 02589164
BUSINESS ADDRESS:
STREET 1: 1500 W SHURE DR
CITY: ARLINGTON HEIGHTS
STATE: IL
ZIP: 60004-7803
BUSINESS PHONE: 8473948730
MAIL ADDRESS:
STREET 1: 1500 W SHURE DR
CITY: ARLINGTON HEIGHTS
STATE: IL
ZIP: 60004-7803
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN COLLOID CO
DATE OF NAME CHANGE: 19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>d10k405.txt
<DESCRIPTION>FORM 10-K405
<TEXT>
<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM 10-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _________
Commission File Number: 0-15661
AMCOL INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 36-0724340
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
One North Arlington, 1500 West Shure Drive, Suite 500
Arlington Heights, Illinois 60004-7803
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (847) 394-8730
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
$.01 par value Common Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No___.
---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K. [X]
The aggregate market value of the $.01 par value Common Stock held by
non-affiliates of the registrant on February 28, 2002, based upon the closing
sale price on that date as reported in The Wall Street Journal was approximately
$137.1 million.
Registrant had 28,605,033 shares of $.01 par value Common Stock
outstanding as of February 28, 2002.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be dated on or before April 9, 2002
are incorporated by reference into Part III hereof.
===============================================================================
<PAGE>
PART I
ITEM 1. BUSINESS
INTRODUCTION
AMCOL International Corporation was originally incorporated in South
Dakota in 1924 as the Bentonite Mining & Manufacturing Company. Its name was
changed to American Colloid Company in 1927, and in 1959, the Company was
reincorporated in Delaware. In 1995, its name was changed to AMCOL
International Corporation. Except as otherwise noted, or indicated by context,
the term "Company" refers to AMCOL International Corporation and its
subsidiaries.
The Company operates in two major industry segments: minerals and
environmental. The Company also operates a transportation business. The
minerals segment mines, processes and distributes clays and products with
similar applications to various industrial and consumer markets. The
environmental segment processes and distributes clays and products with similar
applications for use as a moisture barrier in commercial construction, landfill
liners and in a variety of other industrial and commercial applications. The
transportation segment includes a long-haul trucking business and a freight
brokerage business, which provide services to both the Company's plants and
outside customers.
The following table sets forth the percentage contributions to net
sales of the Company attributable to its minerals, environmental and
transportation segments for the last three calendar years. The percentages
include intersegment shipping revenues.
Percentage of Sales
-----------------------------------
2001 2000 1999
- -----------------------------------------------------------------------------
Minerals 52% 55% 52%
Environmental 36% 33% 37%
Transportation 12% 12% 11%
------- ------- ------
100% 100% 100%
======= ======= ======
- -----------------------------------------------------------------------------
Net revenues, operating profit, assets, depreciation, depletion and
amortization, capital expenditures and research and development expenditures
attributable to each of the Company's business segments are set forth in Note 3
of the Company's Notes to Consolidated Financial Statements included elsewhere
herein, which Note is incorporated herein by reference.
DISCONTINUED OPERATIONS
In 2001, the Company sold its U.K. metalcasting business to a group
comprised in part of former management of the business. Included in the sale
were machinery and equipment. The acquirer entered into a license agreement for
the right to use trademarks for a period of ten years, and will lease land and
buildings from the Company. The Company did not receive any proceeds from the
sale. The U.K. metalcasting business was a component entity of the Company's
minerals segment.
In 2000, the Company closed its U.K. cat litter business. Certain
assets were sold to various outside parties for $720 thousand. The closure was
completed in 2001.
In 2000, the Company sold its absorbent polymers business to BASF
Aktiengesellschaft ("BASF") under the terms of an Asset and Stock Purchase
Agreement dated November 22, 1999 (the "Purchase Agreement"), as amended. The
Purchase Agreement provided for the transfer to BASF of the following: (i) all
of the shares of capital stock of the Company's indirect subsidiaries: Chemdal
Corporation and Chemdal Asia Ltd.; and (ii) all other assets of the Company and
its designated subsidiaries related primarily to the absorbent polymers
business. The total consideration paid to the Company by BASF was $656.5
million. The sale was approved by the Company's shareholders in May 2000 and
the transaction closed on June 1, 2000.
2
<PAGE>
The Company adopted a plan of partial liquidation in connection with
the sale of the absorbent polymers business pursuant to which the Company
distributed $14.00 per share to its shareholders, which represented a
significant portion of the net proceeds from the sale, on June 30, 2000.
MINERALS
The Company's minerals business is principally conducted through its
wholly owned subsidiaries, American Colloid Company in the United States and
Canada, Volclay Siam Ltd. in Thailand, Volclay Korea Ltd. in South Korea,
Volclay Pty., Ltd. in Australia, and through its joint venture companies,
Redhill Volclay Company Ltd. in China, Volclay de Mexico in Mexico, Ashapura
Volclay Ltd. in India, Egypt Mining & Drilling Chemicals Co. in Egypt, Volclay
DongMing Industrial Minerals Co. in China, and Nissho Iwai Bentonite Company in
Japan. The Company also has a 20% equity interest in Ashapura Minechem Ltd., a
publicly traded Indian bentonite producer.
Commercially produced bentonite is a type of montmorillonite clay
found in beds ranging in thickness from two to 50 feet under overburden of up
to 60 feet. There are two basic types of bentonite, each having different
chemical and physical properties. These are commonly known as sodium bentonite
and calcium bentonite. Sodium bentonite is generally referred to as western
bentonite because it predominately occurs in the Western United States. Sodium
bentonites of lesser purity occur outside the United States. Calcium bentonite
is generally referred to as southern bentonite in the United States and as
fuller's earth outside the United States. Calcium bentonites mined outside the
United States are commonly activated with sodium carbonate to produce
properties similar to natural sodium bentonite.
The Company's principal bentonite products are marketed under various
internationally registered trade names, including VOLCLAY(R), PANTHER CREEK(R),
PREMIUM GEL(R) and ADDITROL(R). The Company's cat litter is sold under various
trade names and private labels. Trade names include NATURAL SELECT(R), CAREFREE
KITTY(R), PREMIUM CHOICE(R), CAT TAILS(R), CATS PAW(R) and PAMPER CAT(R).
PRINCIPAL PRODUCTS AND MARKETS
Durable Goods
Metalcasting. In the formation of sand molds for metal castings, sand
is bonded with bentonite and various other additives to yield desired casting
form and surface finish. The Company produces blended mineral binders containing
sodium and calcium bentonite, sold under the trade name ADDITROL(R). In
addition, several high-performance specialty products are sold to foundries and
companies that service foundries.
Iron Ore Pelletizing. The Company supplies sodium bentonite for use as
a pelletizing aid in the production of taconite pellets in North America.
Well Drilling. Sodium bentonite and leonardite, a form of oxidized
lignite mined and processed by the Company in North Dakota, are components of
drilling fluids used in oil and gas well drilling. Bentonite imparts thickening
and suspension properties, which facilitate the transport of rock cuttings to
the surface during the drilling process. Drilling fluids lubricate the drilling
bit and coat the underground formations to prevent hole collapse and drill bit
seizing. The Company's primary trademark for this application is PREMIUM GEL(R).
Other Industrial. The Company produces bentonite and bentonite blends
for the construction industry, which are used as a plasticizing agent in cement,
plaster and bricks, and as an emulsifier in asphalt.
Consumable Goods
Cat Litter. The Company produces and markets a sodium bentonite-based,
scoopable (clumping) cat litter. The Company markets a traditional cat litter to
complement its line of scoopable cat litter products to the pet trade sector of
the
3
<PAGE>
market. The Company's scoopable products' clump-forming capability traps urine,
allowing for easy removal of the odor-producing elements from the litter box.
Scoopable cat litter has grown to 58% of the U.S. grocery market for cat litter
in 2001 from 0.4% in 1989, and to 74% of the mass merchandise market for cat
litter from no representation in 1989. The scoopable cat litter products are
sold primarily to private label grocery and mass merchandisers, though the
Company also sells its own brands to the grocery, pet store and mass markets.
The Company's products are marketed under various trade names.
Fine Chemicals. Purified grades of sodium bentonite are marketed to
the pharmaceutical and cosmetics industries. Small amounts of purified
bentonite act as a binding agent for pharmaceutical tablets, and bentonite's
swelling property aids in tablet disintegration. Bentonite also acts as a
thickening and suspension agent in lotions. Other specialized uses include flow
control additives and beverage clarification.
Agricultural. Sodium bentonite and calcium bentonites are sold as
pelletizing aids in livestock feed and as anticaking agents for livestock feed
in storage or during transit.
SALES AND DISTRIBUTION
In 2001, the top three customers of the minerals segment were located
in North America and accounted for approximately 22% of the segment sales
worldwide.
The Company has established industry-specialized sales groups staffed
with technically oriented salespersons serving each of the Company's major
markets. Certain groups have networks of distributors and representatives,
including companies that warehouse products at strategic locations.
Most customers in the metalcasting industry are served on a direct
basis by teams of Company sales, technical and manufacturing personnel. The
Company also provides training courses and laboratory testing for customers who
use the Company's products in the metalcasting process.
Sales to the oil and gas well drilling industry are primarily made
directly to oil and gas well drilling fluid service companies, both under the
Company's trade name and under private label. Because bentonite is a major
component of drilling fluids, two service companies have captive bentonite
operations. The Company's potential market, therefore, generally is limited to
those service organizations that are not vertically integrated, or do not have
long-term supply arrangements with other bentonite producers.
Sales to the cat litter market are made on a direct basis and through
industry brokers. All sales to the iron ore pelletizing industry are made
directly to the end user. Sales to the Company's remaining markets are made
primarily through independent distributors and representatives.
COMPETITION
The Company is one of the largest producers of bentonite products
globally. There are at least four other major North American producers of
sodium bentonite and at least one other major domestic producer of calcium
bentonite. Two of the North American producers are companies primarily in
other lines of business with substantially greater financial resources than the
Company. There is also substantial global competition. The Company's bentonite
operations outside North America compete with more than ten other bentonite
producers. Competition, in both the Company's domestic and international
markets, is essentially a matter of product quality, price, logistics, service
and technical support. With greater attention to market growth opportunities in
emerging economic regions, competition among the significant bentonite
producers has become quite vigorous.
SEASONALITY
Although business activities in certain of the industries in which the
Company's mineral products are sold, e.g. oil and gas well drilling and
construction, are subject to factors such as weather; however the Company does
not consider its minerals business, as a whole, to be seasonal.
4
<PAGE>
ENVIRONMENTAL
PRINCIPAL PRODUCTS AND MARKETS
Through its wholly owned subsidiaries, Colloid Environmental
Technologies Company (CETCO) in the United States and Canada, CETCO Korea Ltd.,
CETCO Poland Sp. z o.o. and CETCO (Europe) Ltd. in the United Kingdom, the
Company sells sodium bentonite, products containing sodium bentonite, and other
products, services, and equipment for use in environmental and construction
applications.
CETCO sells bentonite and its geosynthetic clay liner products under
the BENTOMAT(R) and CLAYMAX(R) trade names for lining and capping landfills and
for containment in tank farms, leach pads, waste stabilization lagoons, slurry
walls and wetlands reclamation applications.
The Company's VOLCLAY(R) Waterproofing System is sold to the
non-residential construction industry. This line includes VOLTEX(R), a
waterproofing composite comprised of two polypropylene geotextiles filled with
sodium bentonite. VOLTEX(R) is installed to prevent leakage through underground
foundation walls and slabs. The following products round out the principal
components of the product line: VOLCLAY PANELS(R), also used for below-grade
waterproofing of walls and slabs; WATERSTOP-RX(R), a joint sealant product; and
VOLCLAY SWELLTITE(R), a waterproofing membrane for concrete split slabs and
plaza areas.
Bentonite-based flocculants and customized equipment are used to
remove emulsified oils and heavy metals from wastewater. Bentonite-based
products are formulated to solidify liquid waste for proper disposal in
landfills. These products are sold primarily under the SYSTEM-AC(R), RM-10(R)
and SORBOND(R) trade names.
CETCO's environmental offshore services group employs CRUDESORB(R)
filtration technology, used primarily on offshore oil production platforms.
CETCO employs several technologies to allow platform operators to maintain
compliance with regulatory requirements governing discharge of waste generated
during oil production. CETCO's filtration technology is marketed with all
necessary equipment, proprietary filter media and trained professional service
personnel. The Company is also actively involved in providing wastewater
treatment solutions to pipeline operators and the cruise line industry to
enable operators to meet wastewater discharge requirements.
CETCO's drilling products are used in environmental and geotechnical
drilling applications, horizontal directional drilling and mineral exploration.
The products are used to install monitoring wells and water wells, rehabilitate
existing water wells and seal abandoned exploration drill holes. VOLCLAY(R)
GROUT, BENTOGROUT(R) and VOLCLAY(R) TABLETS are among the trade names for
products used in these applications. Horizontal and directional drilling
applications utilizing HYDRAUL-EZ(R) represent a new market area for CETCO
drilling products.
COMPETITION
CETCO has three principal competitors in the geosynthetic clay liner
market. The construction and wastewater treatment product lines are specialized
businesses that compete primarily with alternative technologies. The
groundwater monitoring, well drilling and sealants products compete with the
Company's traditional rivals in the sodium bentonite business. The
environmental offshore services group competes with several larger oil services
companies using different technology. Competition is based on product quality,
service, price, technical support and availability of product. Historically,
the competition has been vigorous.
SALES AND DISTRIBUTION
In 2001, two customers accounted for approximately 13% of the
environmental segment sales. CETCO products are sold domestically and
internationally. CETCO sells most of its products through independent
distributors and commissioned representatives. CETCO employs technically
oriented marketing personnel to support its network of
5
<PAGE>
distributors and representatives. Offshore customers are primarily major oil
companies to which products are sold on a direct basis.
SEASONALITY
Much of the business in the environmental sector is impacted by
weather and soil conditions. Many of the products cannot be applied in harsh
weather conditions and, as such, sales and profits tend to be stronger during
the period from April through October. As a result, the Company considers this
segment to be seasonal.
MINERALS/ENVIRONMENTAL COMMON OPERATIONAL FUNCTIONS
MINERAL RESERVES
The Company has reserves of sodium and calcium bentonite at various
locations throughout North America including Wyoming, South Dakota, Montana and
Alabama. The Company, indirectly through its joint venture companies, has
access to bentonite deposits in China, Egypt, India and Mexico. At 2001
consumption rates and product mix, the Company estimates its proven reserves of
commercially usable sodium bentonite at approximately 30 years. The Company
estimates its proven reserves of calcium bentonite at 18 years. While the
Company, based upon its experience, believes that its reserve estimates are
reasonable and its title and mining rights to its reserves are valid, the
Company has not obtained any independent verification of such reserve estimates
or such title or mining rights. The Company owns or controls the properties on
which its reserves are located through long-term leases, royalty agreements and
patented and unpatented mining claims. A majority of the Company's bentonite
reserves are owned. All of the properties on which the Company's reserves are
located are either physically accessible for the purposes of mining and
hauling, or the cost of obtaining physical access would not be material.
Of the Company's total bentonite reserves in North America, less than
40% are on unpatented mining claims owned or leased by the Company, on which
the Company has the right to undertake regular mining activity. To retain
possessory rights, a fee of $100 per year for each unpatented mining claim is
required. The validity of title to unpatented mining claims is dependent upon
numerous factual matters. The Company believes that the unpatented mining
claims that it owns have been located in compliance with all applicable
federal, state and local mining laws, rules and regulations. The Company is not
aware of any material conflicts with other parties concerning its claims. From
time to time, members of Congress and members of the executive branch of the
federal government have proposed amendments to existing federal mining laws.
The various amendments would have had a prospective effect on mining operations
on federal lands and include, among other things, the imposition of royalty
fees on the mining of unpatented claims, the elimination or restructuring of
the patent system and an increase in fees for the maintenance of unpatented
claims. To the extent that future proposals may result in the imposition of
royalty fees on unpatented lands, the mining of the Company's unpatented claims
may become uneconomic, and royalty rates for privately leased lands may be
affected. The Company cannot predict the form that any amendments might
ultimately take or whether or when any such amendments might be adopted.
The Company maintains a continuous program of worldwide exploration
for additional reserves and attempts to acquire reserves sufficient to
replenish its consumption each year, but it cannot assure that additional
reserves will continue to become available.
The Company oversees all of its mining operations, including its
exploration activity and securing the necessary state and federal mining
permits.
6
<PAGE>
The following table shows a summary of minerals sold by the Company
from active mining areas for the last three years in short tons, as well as
mineral reserves by major mineral category:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Tons Sold Mining Claims
All amounts are in ------------------- ----------------------------
thousands of tons 2001 2000 1999 Wet Tons Assigned Unassigned Conversion Owned Unpatented Leased
of Reserves Reserves Reserves Factor **
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sodium Bentonite
Assigned
- -----------------------------------------------------------------------------------------------------------------------------------
Belle/Colony, SD 876 1,003 920 21,612 21,581 31 76.92% 660 374 20,578
- -----------------------------------------------------------------------------------------------------------------------------------
Upton, WY 151 142 247 3,517 3,517 - 76.92% - 693 2,824
- -----------------------------------------------------------------------------------------------------------------------------------
Lovell, WY 382 226 286 26,301 26,301 - 76.92% 15,496 10,322 483
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSIGNED 1,409 1,371 1,453 51,430 51,399 31 16,156 11,389 23,885
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Other/Unassigned
(SD, WY, MT, NV) 1 2 - 63,373 256 63,117 76.92% 55,037 3,610 4,726
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER/UNASSIGNED 1 2 - 63,373 256 63,117 55,037 3,610 4,726
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL SODIUM BENTONITE 1,410 1,373 1,453 114,803 51,655 63,148 71,193 14,999 28,611
--------------------------------------------------------------------------------------------------
45% 55% 62% 13% 25%
- -----------------------------------------------------------------------------------------------------------------------------------
Calcium Bentonite
Assigned
- -----------------------------------------------------------------------------------------------------------------------------------
Sandy Ridge, AL 145 193 205 3,674 3,674 - 72.70% 1,589 - 2,084
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSIGNED 145 193 205 3,674 3,674 - 1,589 - 2,084
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Other/Unassigned - - - 99 - 99 76.92% - - 99
TOTAL OTHER/UNASSIGNED - - - 99 - 99 - - 99
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL CALCIUM BENTONITE 145 193 205 3,773 3,674 99 1,589 - 2,183
97% 3% 42% 0% 58%
--------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Leonardite
Gascoyne, SD 25 26 22 670 670 - 62.57% - - 670
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL LEONARDITE 25 26 22 670 670 - - - 670
--------------------------------------------------------------------------------------------------
100% 0% 0% 0% 100%
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
GRAND TOTALS 1,580 1,592 1,680 119,246 55,999 63,247 72,782 14,999 31,464
--------------------------------------------------------------------------------------------------
47% 53% 61% 13% 26%
--------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
** Quantity of reserves that would be owned if patent was granted.
Assigned reserves means reserves which could be reasonably expected to
be processed in existing plants. Unassigned reserves means reserves which will
require additional expenditures for processing facilities. Conversion factor
means the percentage of reserves that will be available for sale after
processing.
The Company estimates that available supplies of other materials
utilized in its minerals business are sufficient to meet its production
requirements for the foreseeable future.
MINING AND PROCESSING
Bentonite is surface-mined, generally with large earthmoving scrapers,
and then loaded into trucks and off-highway haul wagons for movement to
processing plants. The mining and hauling of the Company's clay is done both by
the Company and by independent contractors. Each of the Company's bentonite
processing plants generally maintains stockpiles of unprocessed clay equaling
approximately four to eight months' production requirements.
At the processing plants, bentonite is dried, crushed and sent through
grinding mills, where it is sized into shipping form, then chemically modified
where needed and transferred to silos for automatic bagging or bulk shipment.
Virtually all production is shipped as processed, rather than stored for
inventory.
7
<PAGE>
PRODUCT DEVELOPMENT AND PATENTS
The Company works actively with customers in each of its major markets
to develop commercial applications of specialized grades of bentonite. It
maintains a bentonite research center and laboratory testing facility adjacent
to its corporate headquarters. When a need for a product that will accomplish a
particular goal is perceived, the Company works to develop the product,
research its marketability and study the feasibility of its production. The
Company also co-develops products with customers, or others, as needs arise.
The Company's development efforts emphasize markets with which it is familiar
and products for which it believes there is a viable market.
The Company holds a number of U.S. and international patents covering
the use of bentonite and products containing bentonite. The Company follows the
practice of obtaining patents on new developments whenever feasible. The
Company, however, does not consider that any one or more of such patents is
material to its minerals and environmental businesses as a whole.
RESEARCH AND DEVELOPMENT
All Company business segments share research and laboratory facilities
adjacent to the corporate headquarters. Technological developments are shared
between the companies, subject to license agreements where appropriate.
REGULATION AND ENVIRONMENTAL
The Company believes it is in material compliance with applicable
regulations now in effect for surface mining. Since reclamation of exhausted
mining sites has been a regular part of the Company's surface mining operations
for the past 33 years, maintaining compliance with current regulations has not
had a material effect on mining costs. Reclamation costs are reflected in the
prices of the bentonite sold.
The grinding and handling of dried clay is part of the production
process and, because it generates dust, the Company's mineral processing plants
are subject to applicable clean air standards (including Title V of the Clean
Air Act). All of the Company's plants are equipped with dust collection
systems. The Company has not had, and does not presently anticipate, any
significant regulatory problems in connection with its dust emission, though it
expects ongoing expenditures for the maintenance of its dust collection systems
and required annual fees.
The Company's mineral operations are also subject to other federal,
state, local and foreign laws and regulations relating to the environment and
to health and safety matters. Certain of these laws and regulations provide for
the imposition of substantial penalties for noncompliance. While the costs of
compliance with, and penalties imposed under, these laws and regulations have
not had a material adverse effect on the Company, future events, such as
changes in, or modified interpretations of, existing laws and regulations,
enforcement policies, and further investigation or evaluation of potential
health hazards of certain products, may give rise to additional compliance and
other costs that could have a material adverse effect on the Company.
TRANSPORTATION
The Company operates a long-haul trucking business and a freight
brokerage business primarily for delivery of finished products throughout the
continental United States. Through its transportation operation, the Company is
better able to control costs, maintain delivery schedules and assure equipment
availability for delivery of its products. The long-haul trucking subsidiary
performs transportation services on outbound movements from the Company's
production plants and attempts to haul third parties' products on return trips
whenever possible. In 2001, approximately 34% of the revenues of this segment
involve services provided to the Company's domestic minerals and environmental
segments.
8
<PAGE>
CORPORATE ACTIVITIES - NANOCOMPOSITE PRODUCT DEVELOPMENT
The Company is always seeking to develop broader-based technologies
that may use bentonite for new, value-added applications. One such technology
is nanocomposites for the plastics industry. In 1995, the Company established
its Nanocor subsidiary to develop surface-modified bentonites suitable for the
emerging nanocomposite market. The primary raw material is bentonite. For some
applications, material will be purchased from third party suppliers. Surface
treatment chemicals, added in the production process, are readily available on
the merchant market.
The Company is focusing its development on the use of bentonite as a
functional additive for plastics. The technology consists of dispersing highly
purified bentonite of nanometer size (one-billionth of a meter) in plastic
resins. Plastic nanocomposites are specially engineered composite materials
that exhibit superior mechanical, thermal, barrier and flame-retardant
properties with lower densities than conventional composites, resulting in
significantly lighter plastic articles. Nanocor has identified commercial
applications for Nanomer(R) products in the consumer packaging, engineered
products and performance coatings markets. Nanocor has established
collaborative relationships with industry leaders in its primary target markets
to facilitate the development and commercial introduction of Nanomer(R)
products.
Plastic nanocomposites provide better gas and moisture barrier
protection and have more strength, stiffness, dimensional stability and heat
resistance than plastics without additives. Plastic nanocomposites are
generally able to achieve physical performance improvements comparable to or
better than conventional composites at much lower densities. Plastic
nanocomposites are also able to improve the strength and thermal stability
properties of a plastic more consistently than conventional composites.
Plastic nanocomposites are generally created through a two-step
process. First, the nanometer size clay or synthetic chemical structure is
purified and then conditioned to make it compatible with and dispersible in a
plastic. The conditioning process varies depending on the type of plastic used.
In the second step, the conditioned nanometer size material is dispersed in the
plastic.
The Company has a nanocomposite production facility in Aberdeen, MS.
Sales to date have been insignificant. All costs, in excess of sales,
associated with the development, production and sales of nanocomposites are
included in corporate costs.
FOREIGN OPERATIONS AND EXPORT SALES
Approximately 17% of the Company's 2001 net sales were to customers in
countries other than the United States. To enhance its overseas market
penetration, the Company maintains mineral processing plants in the United
Kingdom, Australia, Korea and Thailand, as well as a blending plant in Canada.
Through joint ventures, the Company also has the capability to process minerals
in Egypt, India, Mexico and China. Chartered vessels deliver large quantities
of the Company's bulk, dried sodium bentonite to the plants in the United
Kingdom, Australia and Thailand, where it is processed and mixed with other
clays and distributed throughout Europe, Australia and Southeast Asia. The
Company's U.S. bentonite is also shipped in bulk to Japan, where it is sold by
the Japanese joint venture. In addition, the Company also maintains a worldwide
network of independent dealers, distributors and representatives.
The Company manufactures geosynthetic clay liners in the United
Kingdom and Poland, primarily for the European market.
The Company's international operations are subject to the usual risks
of doing business abroad, such as currency fluctuations and devaluation,
restrictions on the transfer of funds and import and export duties.
See Note 3 of the Company's Notes to Consolidated Financial Statements
included elsewhere herein. This Note is incorporated by reference for sales
attributed to foreign operations and export sales from the United States.
9
<PAGE>
EMPLOYEES
As of December 31, 2001, the Company employed 1,141 persons, 350 of
whom were employed outside of the United States. At December 31, 2001, there
were approximately 680, 382 and 26 persons employed in the Company's minerals,
environmental and transportation segments, respectively, along with 53
corporate employees. The corporate employees include personnel engaged in the
nanocomposite research and development effort. Operating plants are adequately
staffed, and no significant labor shortages are presently foreseen.
Approximately 64 of the Company's employees in the United States are
represented by five labor unions, which have entered into separate collective
bargaining agreements with the Company. Employee relations are considered good.
10
<PAGE>
ITEM 2. PROPERTIES
The Company and its subsidiaries operate the following plants, mines
and other facilities, all of which are owned, except as noted:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
LOCATION PRINCIPAL FUNCTION
- ----------------------------------------------------------------------------------------------------------------
<S> <C>
MINERALS
- ----------------------------------------------------------------------------------------------------------------
Albion, MI /(1)/ Blend ADDITROL(R)
- ----------------------------------------------------------------------------------------------------------------
Belle Fourche, SD Mine and process sodium bentonite
- ----------------------------------------------------------------------------------------------------------------
Butler, GA Blend ADDITROL(R)
- ----------------------------------------------------------------------------------------------------------------
Chattanooga, TN Blend ADDITROL(R)
- ----------------------------------------------------------------------------------------------------------------
Colony, WY (two plants) Mine and process sodium bentonite, package cat litter
- ----------------------------------------------------------------------------------------------------------------
Columbus, OH /(1)/ Blend ADDITROL(R); process chromite sand
- ----------------------------------------------------------------------------------------------------------------
Gascoyne, ND Mine and process leonardite
- ----------------------------------------------------------------------------------------------------------------
Granite City, IL /(1)/ Package cat litter; process chromite sand
- ----------------------------------------------------------------------------------------------------------------
Letohatchee, AL Package and load calcium bentonite
- ----------------------------------------------------------------------------------------------------------------
Lovell, WY /(3)/ Mine and process sodium bentonite
- ----------------------------------------------------------------------------------------------------------------
Lufkin, TX Blend ADDITROL(R)
- ----------------------------------------------------------------------------------------------------------------
Neenah, WI Blend ADDITROL(R)
- ----------------------------------------------------------------------------------------------------------------
Paris, TN Package cat litter
- ----------------------------------------------------------------------------------------------------------------
Sandy Ridge, AL Mine and process calcium bentonite; blend ADDITROL(R)
- ----------------------------------------------------------------------------------------------------------------
Toronto, Ontario, Canada /(3)/ Blend ADDITROL(R)
- ----------------------------------------------------------------------------------------------------------------
Troy, IN Blend ADDITROL(R)
- ----------------------------------------------------------------------------------------------------------------
Upton, WY Mine and process sodium bentonite, package cat litter
- ----------------------------------------------------------------------------------------------------------------
Waterloo, IA Blend ADDITROL(R)
- ----------------------------------------------------------------------------------------------------------------
York, PA Blend ADDITROL(R); package cat litter
- ----------------------------------------------------------------------------------------------------------------
Beijing, China Sales Office
- ----------------------------------------------------------------------------------------------------------------
Birkenhead, Merseyside, U.K. /(2)//(3)/ Manufacture Bentomat(R) geosynthetic clay liner; research laboratory;
headquarters for CETCO (Europe) Ltd.
- ----------------------------------------------------------------------------------------------------------------
Chao Yang, LiaoNing, China Mine and process calcium bentonite
- ----------------------------------------------------------------------------------------------------------------
Geelong, Victoria, Australia /(1)//(3)/ Process bentonite; blend ADDITROL(R)
- ----------------------------------------------------------------------------------------------------------------
Kyung-Buk, South Korea Mine and process bentonite
- ----------------------------------------------------------------------------------------------------------------
Rayong, Thailand Process bentonite
- ----------------------------------------------------------------------------------------------------------------
ENVIRONMENTAL
- ----------------------------------------------------------------------------------------------------------------
Broussard, LA Environmental Offshore operations and distribution
- ----------------------------------------------------------------------------------------------------------------
Fairmount, GA Manufacture Bentomat(R) and Claymax(R) geosynthetic clay liners
- ----------------------------------------------------------------------------------------------------------------
Houston, TX /(1)/ Environmental Offshore sales
- ----------------------------------------------------------------------------------------------------------------
Lovell, WY /(3)/ Manufacture Bentomat(R) and Claymax(R) geosynthetic clay liners
- ----------------------------------------------------------------------------------------------------------------
New Orleans, LA /(1)/ Environmental Offshore sales
- ----------------------------------------------------------------------------------------------------------------
Villa Rica, GA Manufacture components for geosynthetic clay liners
- ----------------------------------------------------------------------------------------------------------------
Birkenhead, Merseyside, U.K. /(2)//(3)/ Manufacture Bentomat(R) geosynthetic clay liner; research laboratory;
headquarters for CETCO (Europe) Ltd.
- ----------------------------------------------------------------------------------------------------------------
Copenhagen, Denmark (1) Sales and distribution for CETCO (Europe) Ltd.
- ----------------------------------------------------------------------------------------------------------------
Geelong, Victoria, Australia /(1)//(3)/ Sales and distribution for CETCO products
- ----------------------------------------------------------------------------------------------------------------
Paris, France /(1)/ Sales and distribution for CETCO (Europe) Ltd.
- ----------------------------------------------------------------------------------------------------------------
Seoul, South Korea /(1)/ Sales and distribution for CETCO Korea Ltd.
- ----------------------------------------------------------------------------------------------------------------
Singapore /(1)/ Sales and distribution for CETCO Environmental Technologies Pte Ltd.
- ----------------------------------------------------------------------------------------------------------------
Szczytno, Poland Manufacture Bentomat(R) and Claymax(R) geosynthetic clay liners
- ----------------------------------------------------------------------------------------------------------------
Tanager, Norway /(1)/ Sales and distribution for CETCO (Europe) Ltd.
- ----------------------------------------------------------------------------------------------------------------
Toronto, Ontario, Canada /(3)/ Sales and distribution for CETCO Canada Ltd.
- ----------------------------------------------------------------------------------------------------------------
TRANSPORTATION
- ----------------------------------------------------------------------------------------------------------------
Scottsbluff, NE Transportation headquarters and terminal
- ----------------------------------------------------------------------------------------------------------------
CORPORATE
- ----------------------------------------------------------------------------------------------------------------
Arlington Heights, IL /(1)/ Corporate headquarters; CETCO headquarters; American Colloid Company
headquarters; Nanocor, Inc. headquarters; research laboratory
Aberdeen, MS Process purified bentonite (Nanocor, Inc.)
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ Leased
/(2)/ Certain offices and facilities are leased.
/(3)/ Shared facilities between minerals and environmental segment.
11
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
In 1998, serveral claims were filed in Chester, England against certain
of the Company's subsidiaries. The claims alleged property damage, nuisance and
personal injury based on the accidental release of dust from Volclay Limited's
facility in Wallasey, England. The claims are were made on behalf of up to 1,600
persons who, at some point during the period since 1965 resided in the vicinity
of the Wallasey, England facility. In July 2001, the Company materially settled
this litigation, for a total cost of $6.5 million.
The Company is party to a number of lawsuits arising in the normal
course of its business. The Company does not believe that any pending litigation
will have a material adverse effect on its consolidated financial position.
The Company's processing operations require permits from various
governmental authorities. From time to time, the Company has been contacted by
government agencies with respect to required permits or compliance with existing
permits. While the Company has been notified of certain situations of
non-compliance, management does not expect the fines or the cost of compliance,
if any, to be significant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF REGISTRANT
<TABLE>
<CAPTION>
<S> <C> <C>
===================================================================================================================================
NAME AGE PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
===================================================================================================================================
Gary L. Castagna 40 Senior Vice President and Chief Financial Officer of the Company since February 2001; prior thereto,
a consultant to AMCOL since June 2000; prior thereto, Vice President of the Company and President
of Chemdal International Corporation (this business, a former subsidiary of AMCOL, consisted of
the absorbent polymers business that was sold to BASF AG in June 2000) since August 1997;
prior thereto, Vice President of Finance for Chemdal International Corporation.
Since January 2000, Director of M~Wave Incorporated, a manufacturer and distributor of
printed circuit boards.
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Lloyd F. Love 55 Vice President and Chief Information Officer of the Company since July 1999;
prior thereto, Chief Information Officer of Baxter Credit Union since 1997; prior
thereto, Vice President, Information Services of Caremark International since
1992 (acquired by MedPartners in mid-1996).
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Peter L. Maul 52 Vice President of the Company since 1993 and President of Nanocor, Inc. since 1995.
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Ryan F. McKendrick 50 Vice President of the Company and President of Colloid Environmental
Technologies Company since November 1998; prior thereto, Vice President of
Colloid Environmental Technologies Company since 1994.
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Gary Morrison 46 Vice President of the Company and President of American Colloid Company
since February 2000; prior thereto, Executive Vice President of American Colloid
Company since 1998; prior thereto, Vice President of American Colloid
Company since 1994.
===================================================================================================================================
Continued...
</TABLE>
12
<PAGE>
EXECUTIVE OFFICERS OF REGISTRANT (CONTINUED)
<TABLE>
<CAPTION>
<S> <C> <C>
===================================================================================================================================
NAME AGE PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
===================================================================================================================================
Clarence O. Redman 59 Secretary of the Company since 1982. Clarence O. Redman is of counsel to the law firm of
Lord, Bissell & Brook, the law firm that serves as Corporate Counsel to the Company, since
October 1997; prior thereto, an individual and corporate partner and Chief Executive Officer
of the law firm of Keck, Mahin & Cate; a Director since 1989.
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Lawrence E. Washow 48 Chief Executive Officer since May 2000; President of the Company since May 1998;
Chief Operating Officer of the Company since 1997; prior thereto, Senior Vice President
of the Company since 1994 and President of Chemdal International Corporation since 1992;
a Director since February, 1998.
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Frank B. Wright, Jr. 53 Vice President of the Company and President of Volclay International Corporation; also
President of American Colloid Company from August, 1996 to February, 2000; prior thereto,
Manager of International Business Development for American Colloid Company since 1995.
Mr. Wright has resigned his position, effective April 15, 2002.
===================================================================================================================================
</TABLE>
All executive officers of the Company are elected annually by the Board
of Directors for a term expiring at the annual meeting of directors following
their election, or when their respective successors are elected and shall have
qualified.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock trades on The New York Stock Exchange under
the symbol ACO. The following table sets forth, for the periods indicated, the
high and low closing sale prices of the common stock, as reported by The New
York Stock Exchange, and cash dividends declared per share.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Stock Price Cash Dividends
---------------------------------------
High Low Declared Per Share
=================================================================================================================
<S> <C> <C> <C> <C>
1st Quarter $ 5.000 $ 3.550 $ 0.010
-------------------------------------------------------------------------
2nd Quarter 6.240 3.840 0.015
Fiscal Year Ended December 31, 2001: -------------------------------------------------------------------------
3rd Quarter 6.700 5.550 0.015
-------------------------------------------------------------------------
4th Quarter 7.200 5.600 0.015
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
1st Quarter $ 16.125 $ 13.625 $ 0.070
-------------------------------------------------------------------------
2nd Quarter 17.500 12.813 0.070
Fiscal Year Ended December 31, 2000: -------------------------------------------------------------------------
3rd Quarter 5.375 3.000 0.010
-------------------------------------------------------------------------
4th Quarter 7.375 4.250 0.010
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
The Company has paid cash dividends every year for over 64 years. In
addition, the Company distributed $14.00 per share to its shareholders on June
30, 2000 in connection with a plan of partial liquidation related to the sale of
the absorbent polymers business.
As of February 22, 2002, there were 3,134 holders of record of the
common stock, excluding shares held in street name.
13
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following is selected financial data for the Company and its
subsidiaries for the five years ended December 31, 2001. Per share amounts have
been adjusted to reflect a three-for-two stock split in December 1997, effected
in the form of a stock dividend.
SUMMARY OF OPERATIONS
(In thousands, except ratios and share and per share amounts)
<TABLE>
<CAPTION>
============================================================================================================================
2001 2000 1999 1998 1997
============================================================================================================================
<S> <C> <C> <C> <C> <C>
Operations Data
- ----------------------------------------------------------------------------------------------------------------------------
Net sales $ 275,288 $ 284,142 $ 296,118 $ 292,783 $ 283,143
- ----------------------------------------------------------------------------------------------------------------------------
Gross profit 66,305 68,398 67,313 64,218 56,081
- ----------------------------------------------------------------------------------------------------------------------------
General, selling and administrative expenses 47,740 48,071 56,925 50,416 43,688
- ----------------------------------------------------------------------------------------------------------------------------
Business realignment and other charges - 2,357 11,575 - -
- ----------------------------------------------------------------------------------------------------------------------------
Operating profit (loss) 18,565 17,970 (1,187) 13,802 12,393
- ----------------------------------------------------------------------------------------------------------------------------
Investment income 3,015 9,816 - - -
- ----------------------------------------------------------------------------------------------------------------------------
Change in value of interest rate swap (401) - - - -
- ----------------------------------------------------------------------------------------------------------------------------
Net interest expense (2,196) (3,160) (3,440) (2,121) (1,456)
- ----------------------------------------------------------------------------------------------------------------------------
Net other income (expense) 223 594 (1,069) 694 148
- ----------------------------------------------------------------------------------------------------------------------------
Pretax income (loss) 19,206 25,220 (5,696) 12,375 11,085
- ----------------------------------------------------------------------------------------------------------------------------
Income taxes (benefit) 6,155 7,155 (1,815) 3,524 4,127
- ----------------------------------------------------------------------------------------------------------------------------
Income (loss) from joint ventures 28 470 448 8 -
- ----------------------------------------------------------------------------------------------------------------------------
Minority interest in net loss of subsidiary 59 - - - -
- ----------------------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations 13,138 18,535 (3,433) 8,859 6,958
- ----------------------------------------------------------------------------------------------------------------------------
Income from discontinued operations (879) (8,185) 25,667 13,226 14,087
- ----------------------------------------------------------------------------------------------------------------------------
Gain on disposal of discontinued operations 1,154 316,330 - - -
- ----------------------------------------------------------------------------------------------------------------------------
Extraordinary loss on early extinguishment of debt - (443) - - -
- ----------------------------------------------------------------------------------------------------------------------------
Cumulative effect of change in accounting
Principle (net of tax) (182) - - - -
- ----------------------------------------------------------------------------------------------------------------------------
Net income 13,231 326,237 22,234 22,085 21,044
- ----------------------------------------------------------------------------------------------------------------------------
Per Share Data
- ----------------------------------------------------------------------------------------------------------------------------
Basic earnings (loss) per share /(2)/
- ----------------------------------------------------------------------------------------------------------------------------
Continuing operations 0.47 0.67 (0.13) 0.32 0.25
- ----------------------------------------------------------------------------------------------------------------------------
Discontinued operations 0.01 11.20 0.96 0.47 0.49
- ----------------------------------------------------------------------------------------------------------------------------
Extraordinary loss - (0.02) - - -
- ----------------------------------------------------------------------------------------------------------------------------
Cumulative effect of change in accounting
principle (net of tax) (0.01) - - - -
- ----------------------------------------------------------------------------------------------------------------------------
Net income 0.47 11.85 0.83 0.79 0.74
- ----------------------------------------------------------------------------------------------------------------------------
Diluted earnings (loss) per share /(3)/
- ----------------------------------------------------------------------------------------------------------------------------
Continuing operations 0.43 0.62 (0.12) 0.31 0.24
- ----------------------------------------------------------------------------------------------------------------------------
Discontinued operations 0.01 10.29 0.94 0.46 0.48
- ----------------------------------------------------------------------------------------------------------------------------
Extraordinary loss - (0.01) - - -
- ----------------------------------------------------------------------------------------------------------------------------
Cumulative effect of change in accounting
principle (net of tax) (0.01) - - - -
- ----------------------------------------------------------------------------------------------------------------------------
Net income 0.43 10.90 0.82 0.78 0.72
- ----------------------------------------------------------------------------------------------------------------------------
Stockholders' equity /(1)/ 4.98 4.69 6.94 6.44 6.18
- ----------------------------------------------------------------------------------------------------------------------------
Dividends 0.06 0.16 0.27 0.23 0.21
- ----------------------------------------------------------------------------------------------------------------------------
Partial liquidation distribution - 14.00 - - -
- ----------------------------------------------------------------------------------------------------------------------------
Continued...
</TABLE>
/(1)/ Based on the number of common shares outstanding at the end of the
year.
/(2)/ Based on the weighted average common shares outstanding for the year.
/(3)/ Based on the weighted average common shares outstanding, including
common stock equivalents, for the year.
14
<PAGE>
SUMMARY OF OPERATIONS (continued)
(In thousands, except ratios and share and per share amounts)
<TABLE>
<CAPTION>
============================================================================================================================
2001 2000 1999 1998 1997
============================================================================================================================
<S> <C> <C> <C> <C> <C>
Shares Outstanding Data
- ----------------------------------------------------------------------------------------------------------------------------
End of period 28,256,389 28,781,304 26,852,056 26,869,372 28,474,198
- ----------------------------------------------------------------------------------------------------------------------------
Weighted average for the period-basic 28,193,234 27,523,157 26,772,569 27,918,391 28,488,527
- ----------------------------------------------------------------------------------------------------------------------------
Incremental impact of stock options 2,412,826 2,433,533 426,694 467,469 636,641
- ----------------------------------------------------------------------------------------------------------------------------
Weighted average for the period-diluted 30,606,060 29,956,690 27,199,263 28,385,860 29,125,168
- ----------------------------------------------------------------------------------------------------------------------------
Balance Sheet Data
- ----------------------------------------------------------------------------------------------------------------------------
Current assets $ 101,177 $ 259,980 $ 138,614 $ 141,442 $ 129,537
- ----------------------------------------------------------------------------------------------------------------------------
Cash equivalents included in current assets - 168,549 - - -
- ----------------------------------------------------------------------------------------------------------------------------
Net current assets of discontinued
operations included in current assets 798 - 47,668 41,859 43,799
- ----------------------------------------------------------------------------------------------------------------------------
Net property and equipment 72,348 74,665 78,911 80,158 81,978
- ----------------------------------------------------------------------------------------------------------------------------
Long-term assets 22,805 31,122 102,164 105,190 113,408
- ----------------------------------------------------------------------------------------------------------------------------
Net long-term assets of discontinued
operations included in long-term assets 311 6,932 87,554 82,958 88,090
- ----------------------------------------------------------------------------------------------------------------------------
Total assets 196,330 365,767 319,689 316,874 324,923
- ----------------------------------------------------------------------------------------------------------------------------
Current liabilities 31,083 169,584 33,557 51,448 45,594
- ----------------------------------------------------------------------------------------------------------------------------
Net current liabilities of discontinued
operations included in current liabilities - 1,484 - - -
- ----------------------------------------------------------------------------------------------------------------------------
Accrued income taxes related to sale of
discontinued operations included in
current liabilities - 135,095 - - -
- ----------------------------------------------------------------------------------------------------------------------------
Long-term debt 13,245 51,334 91,067 93,359 93,187
- ----------------------------------------------------------------------------------------------------------------------------
Other long-term liabilities 11,275 9,942 7,692 8,869 10,199
- ----------------------------------------------------------------------------------------------------------------------------
Stockholders' equity 140,727 134,907 186,448 172,914 175,943
- ----------------------------------------------------------------------------------------------------------------------------
Other Statistics for Continuing Operations
- ----------------------------------------------------------------------------------------------------------------------------
Depreciation and amortization $ 17,427 $ 17,000 $ 19,093 $ 17,195 $ 16,888
- ----------------------------------------------------------------------------------------------------------------------------
Capital expenditures 14,730 14,975 15,796 23,976 26,549
- ----------------------------------------------------------------------------------------------------------------------------
Gross profit margin 24.1% 24.1% 23.8% 21.9% 19.8%
- ----------------------------------------------------------------------------------------------------------------------------
Operating profit (loss) margin 6.7% 6.3% (0.4%) 4.7% 4.4%
- ----------------------------------------------------------------------------------------------------------------------------
Operating profit margin before business
realignment and other charges 6.7% 7.2% 3.7% 4.7% 4.4%
- ----------------------------------------------------------------------------------------------------------------------------
Pretax profit (loss) margin 7.0% 8.9% (1.9%) 4.2% 3.9%
- ----------------------------------------------------------------------------------------------------------------------------
Effective tax (benefit) rate 32.0% 28.4% (31.9%) 28.5% 37.2%
- ----------------------------------------------------------------------------------------------------------------------------
Net profit (loss) margin 4.8% 6.5% (1.2%) 3.0% 2.5%
- ----------------------------------------------------------------------------------------------------------------------------
Return on ending equity 9.3% 13.7% (1.8%) 5.1% 4.0%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations describes relevant aspects of the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. As such, the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the periods presented are impacted by the
Company's accounting policies.
Described here are the critical accounting policies of the Company:
Allowance for doubtful accounts: The allowance for doubtful accounts is based
upon historical experience and specific customer collection issues identified by
management. A change in a customer's financial position or liquidity can
adversely impact collectibility of accounts receivable and future operating
results.
Inventories: Inventories are valued at the lower of the actual cost to
manufacture or purchase or at their current estimated market value. Management
regularly reviews inventory quantities on hand and records an allowance for
excess and obsolete inventory based primarily on estimated demand requirements
for the next twelve months. In certain businesses of the Company's, such as the
domestic cat litter business, packaging changes can occur rapidly which may
leave the Company exposed to excess or obsolete inventories. Therefore, while
management makes every effort to ensure the accuracy of forecasts of future
product demand, significant unanticipated changes in demand can have an impact
on the reported value of inventories.
Income Taxes: In preparing the consolidated financial statements management is
required to estimate the income tax obligations in each of the jurisdictions in
which we operate. This process involves estimating our actual current tax
liabilities together with assessing temporary differences arising from differing
treatment of items for tax and accounting purposes. The differences result in
deferred tax assets and liabilities, which are recorded on our consolidated
balance sheets. Management must assess the likelihood that our deferred tax
assets will be recovered from future taxable income. A valuation allowance is
recorded to the extent management believes that recovery is not likely.
Adjustments to the valuation allowance, resulting from changes in assumptions
about future taxable income and other factors, may increase or decrease the tax
expense included in the consolidated statement of operations.
Long-lived assets: Management evaluates the realizability of long-lived assets,
including property and equipment, whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. An
impairment loss exists when estimated undiscounted cash flows expected to result
from the use of the asset and its eventual disposition are less than its
carrying amount. Any impairment loss recognized represents the excess of the
asset's carrying value over its estimated fair value. Estimating future cash
flows from the use and eventual disposition of an asset requires management to
make assumptions about future conditions and events. These assumptions have a
direct impact on the amounts reported.
Other Valuation Allowances and Accrued Liabilities: Management is required to
make estimates and judgments in connection with other accounting policies,
including those related to retirement benefits, contingencies and litigation. We
base our estimates and judgments related to these matters on actuarially
determined estimates in the case of retirement benefits, the nature of the
matter and other factors in the case of contingencies and litigation. If
management were to use different assumptions in forming these estimates, this
could have a material impact on the amounts recorded.
LIQUIDITY AND FINANCIAL RESOURCES
At December 31, 2001, the Company had outstanding debt of $13.2 and
cash and cash equivalents of $10.3 million, compared with $52.4 million of
outstanding debt and $176.8 million of cash and cash equivalents at December 31,
2000. Approximately $130 million of the cash equivalents on hand at December 31,
2000 were used to pay income taxes in the first quarter of 2001 that were
related to the gain on the sale of the absorbent polymers segment, which was
sold on June 1, 2000.
16
<PAGE>
The remaining cash equivalents were primarily used to pay down debt. Long-term
debt represented 8.6% of total capitalization at December 31, 2001, compared
with 27.6% at December 31, 2000.
The Company had a current ratio of 3.25-to-1 at December 31, 2001 and
working capital of approximately $70.1 million, compared with 1.53-to-1 and
$90.4 million, respectively, at December 31, 2000. Excluding cash equivalents of
$168.5 million and accrued income taxes of $135.9, which were related to the
sale of the absorbent polymers segment, would have resulted in a current ratio
of 2.72-to-1 and working capital of $57.8 million at December 31, 2000.
The following schedule details of the Company's contractual obligations
at December 31, 2001:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Payments due by period
--------------------------------------------------------------------------------------
Less
Total than 1 1-3 4-5 After 5
Year Years Years Years
- --------------------------------------------------------------------------------------------------------------------------------
(in millions)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Long-term debt $ 13.2 $ - $ 8.2 $ - $ 5.0
Operating leases 12.0 2.8 3.7 3.0 2.5
--------------- -------------- -------------- -------------- --------------
Total contractual cash obligations $ 25.2 $ 2.8 $ 11.9 $ 3.0 $ 7.5
=============== ============== ============== ============== ==============
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Long-term debt includes $7.0 million on a revolving credit agreement,
which provides for a commitment of $125 million in borrowing capacity and
matures on October 31, 2003 with an option to extend for three additional
one-year periods. Borrowing rates on the facility can range from 0.25% to 0.75%
above the 3-month LIBOR depending upon the capitalization ratios and amount of
the credit line used. The facility requires certain covenants to be met
including specific amounts of working capital, tangible net worth, and
limitations on additional borrowings and guarantees. The Company was in
compliance with these covenants at December 31, 2001.
The Company borrowed $5.0 million under an industrial revenue bond in
2000 to construct a new minerals processing facility in Butler, Georgia. The
bond matures in 2015 and is secured by the facility's assets.
Operating leases relate to noncancelable obligations for railroad cars,
truck trailers, computer software, office equipment, certain automobiles, and
office and plant facilities.
Capital expenditures for the year were $14.7 million while dividends
paid to common shareholders totaled $1.6 million. The Company repurchased $7.8
million of its common stock in 2001 and received $3.1 in proceeds from the
exercise of stock options. Debt repayments totaled $39.1 million. Investing and
financing activities were funded by cash flow from operations which was $22.9
million and utilization of excess cash equivalents of approximately $37.0
million.
In February 2001 the board of directors of the Company authorized a
stock repurchase plan. The plan calls for management to purchase $10.0 million
of the Company's common stock over a two-year period. Approximately $2.2 million
remains in the authorization at December 31, 2001. It is management's intention
to fulfill the remaining authorization assuming the utilization of the funds for
this purpose provides adequate value to the Company.
Management believes that the Company has adequate resources to fund
planned capital expenditures, dividend payments and anticipated working capital
requirements through existing, available committed credit lines, cash on hand
and future operating cash flow.
RESULTS OF OPERATIONS FOR THE THREE YEARS ENDED DECEMBER 31, 2001
Net sales declined by $8.9 million, or 3.1%, from 2000 to 2001 and by
$12.0 million, or 4.0%, from 1999 to 2000. The 2000 to 2001 sales decrease was
primarily attributed to lower volume and pricing in certain domestic minerals
businesses. Sales declined from 1999 to 2000 due to the divestiture of certain
underperforming environmental segment businesses late in 1999. Gross profit
declined by $2.1 million, or 3.1%, from 2000 to 2001 and increased by $1.1
million from 1999 to 2000, or
17
<PAGE>
1.6%. The 2000 to 2001 decrease was commensurate with the sales decrease for the
period and the 1999 to 2000 increase was attributed to the divesture of the
underperforming environmental segment businesses mentioned previously.
Operating profits increased by $0.6 million, or 3.3%, from 2000 to
2001. The 2000 period included business realignment charges of $2.4 million
consisting of fees paid to professional firms that were enlisted to assist the
Company in exploring various options for improving shareholder value. Operating
profits for 2000 increased by $7.6 over 1999, after excluding the effect of
$11.6 million of asset impairment charges taken in 1999. Again, the improved
operating results were principally due to the divestiture in late 1999 of
underperforming businesses in the environmental segment.
Income from joint ventures was $0.4 million less in 2001 than in 2000.
The Company recorded a write-down of its investment in a Chinese joint venture
in 2001. The write-down reflects projected proceeds from the disposal of this
investment which was under negotiation at the end of 2001.
Income from continuing operations was $13.1 million, or $0.43 per
diluted share, and $18.5, or $0.62 per diluted share, in 2001 and 2000,
respectively, while the Company incurred a loss from continuing operations of
$3.4 million, or $0.12 per diluted share in 1999. Interest income, net of income
taxes, added $0.07 and $0.23 per diluted share to earnings in 2001 and 2000,
respectively. Interest income was associated with the investment of proceeds
from the sale of the absorbent polymers segment. The remaining proceeds from
this sale were used to reduce long-term debt in the fourth quarter of 2001 and,
therefore, the Company does not expect to realize material investment income in
the future. Asset impairment charges related to the underperforming
environmental segment businesses referred to previously reduced 1999 earnings by
$0.30 per diluted share.
Weighted average common and common equivalent shares increased by 2.1%
from 2000 to 2001 and 10.1% from 1999 to 2000. The increase in 2000 was
attributed to additional stock options issued upon completion of an equity
restructuring that resulted from the sale of the absorbent polymers segment.
Discontinued operations reflect the operating results of the U.K.
metalcasting and cat litter businesses, which were sold in 2001, and the
absorbent polymers segment, which was sold in 2000, for all periods presented.
Income from discontinued operations was $0.3 million in 2001, or $0.01 per
diluted share and $308.1 million in 2000, or $10.29 per diluted share. No
proceeds were received in connection with the sale of the U.K metalcasting
business. The acquirer will lease certain land and buildings from the Company
and pay a royalty related to a license for use of certain trademarks of the
Company. The license agreement has a ten year term and the royalty is based on
sales by the acquiring entity. In connection with the sale of the U.K.
metalcasting business the Company realized a loss on the disposal of assets of
$4.8 million and tax benefit of $6.0 million. The tax benefit is associated with
the write-off of the Company's investment in its U.K. minerals subsidiary.
A charge of $0.01 per diluted share was recorded in 2001 related to the
cumulative effect of a change in accounting principle. The charge relates to the
adoption of Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities." An extraordinary
charge of $0.01 per diluted share was recorded in 2000 to reflect costs
associated with the early extinguishment of certain debt. Net income for 2001
was $13.2 million compared with $326.2 million in 2000. Income from discontinued
operations in 2000 of $308.1 million was the primary reason for the difference.
18
<PAGE>
A review of sales, gross profit, general, selling and administrative
expenses and operating profit by segment follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
Minerals -----------------------------------------------------------------------------------------------------
2001 2000 1999 2001 vs. 2000 2000 vs. 1999
- -----------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Product sales $ 133,903 89.3% $ 146,017 89.3% $ 142,061 89.8%
Shipping revenue 16,042 10.7% 17,457 10.7% 16,197 10.2%
----------- ------- ----------- ------- ----------- -------
Net sales 149,945 100.0% 163,474 100.0% 158,258 100.0% (13,529) (8.3%) 5,216 3.3%
----------- ------- ----------- ------- ----------- -------
Cost of sales - product 106,314 70.9% 112,141 68.6% 108,478 68.5%
Cost of sales - shipping 16,042 10.7% 17,457 10.7% 16,197 10.2%
----------- ------- ----------- ------- ----------- -------
Cost of sales 122,356 81.6% 129,598 79.3% 124,675 78.8%
----------- ------- ----------- ------- ----------- -------
Gross profit 27,589 18.4% 33,876 20.7% 33,583 21.2% (6,287) (18.6%) 293 0.9%
General, selling and
administrative expenses 12,892 8.6% 12,580 7.7% 13,403 8.5% 312 2.5% (823) (6.1%)
----------- ------- ----------- ------- ----------- -------
Operating profit 14,697 9.8% 21,296 13.0% 20,180 12.8% (6,599) (31.0%) 1,116 5.5%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
In the first quarter of 2001 the Company completed its planned exit
from the U.K. cat litter business and the sale of its European cat litter
business. On December 31, 2001, the Company completed the sale of its U.K.
metalcasting business. The discussion of the mineral segment results excludes
the U.K. cat litter and metalcasting businesses as they have been classified as
discontinued operations for all periods reported.
Sales declined 8.3% from 2000 to 2001 primarily from lower sales and
volume levels in the domestic metalcasting and cat litter businesses. The cat
litter business also experienced lower pricing in the second half of 2001. Sales
increased by 3.3% from 1999 to 2000 through growth in the segment's
international units and increased shipping revenues generated in the U.S. export
business.
Lower volume levels in the domestic metalcasting and cat litter
businesses caused the 2001 gross margin and operating margin to declined by 230
and 320 basis points, respectively, from 2000 results. Gross margin declined by
50 basis points from 1999 to 2000 due to a greater amount of shipping revenues
which do not generate profit. Lower personnel costs in the segment's domestic
minerals businesses contributed to the increase in 2000 operating profit over
1999 results.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
Environmental -----------------------------------------------------------------------------------------------------
2001 2000 1999 2001 vs. 2000 2000 vs. 1999
- -----------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Product sales $ 96,046 92.6% $ 89,315 91.1% $ 105,842 92.1%
Shipping revenue 7,720 7.4% 8,695 8.9% 9,056 7.9%
----------- ------- ---------- ------- ----------- -------
Net sales 103,766 100.0% 98,010 100.0% 114,898 100.0% 5,756 5.9% (16,888) (14.7%)
----------- ------- ---------- ------- ----------- -------
Cost of sales - product 60,850 58.6% 58,385 59.6% 75,873 66.0%
Cost of sales - shipping 7,720 7.4% 8,695 8.9% 9,056 7.9%
----------- ------- ---------- ------- ----------- -------
Cost of sales 68,570 66.1% 67,080 68.5% 84,929 73.9%
Gross profit 35,196 33.9% 30,930 31.6% 29,969 26.1% 4,266 13.8% 961 3.2%
General, selling and
20,042 19.3% 19,336 19.7% 25,980 22.6% 706 3.7% (6,644) -25.6%
administrative expenses
Business realignment and
other charges - 0.0% - 0.0% 11,575 10.1% - 0.0% (11,575) NM
Operating profit (loss) 15,154 14.6% 11,594 11.8% (7,586) -6.6% 3,560 30.7% 19,180 -252.8%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Sales increased 5.9% in 2001 over 2000 primarily due to growth in the
offshore services and European business units, while sales declined by 14.7% in
2000 from 1999 due to the sale of certain underperforming businesses at the end
of 1999. Gross margins expanded by 230 basis points in 2001 from 2000 due to
increased sales of more profitable products in the European business as well as
lower production costs at that operation.
19
<PAGE>
Sale of the aforementioned underperforming businesses led to a 550
basis point increase in gross margins from 2000 as compared to 1999 and
contributed approximately $6.0 million to the reduction in general, selling and
administrative expenses for the period. The segment also restructured its
domestic operations which also caused reduced operating expenses in 2000.
During 1999, the Company sold or closed operations that incurred more
than $5.5 million in operating losses in that year. In the process of evaluating
its ongoing business operation, the Company wrote down the carrying values of
certain intangible and fixed assets by approximately $11.6 million. This charge
included $2.1 million related to the January 2000 sale of the Company's
Norwegian business. The remainder of the write down was largely related to
goodwill not expected to be recovered by future cash flows.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
Transportation -----------------------------------------------------------------------------------------------------
2001 2000 1999 2001 vs. 2000 2000 vs. 1999
- -----------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $ 33,133 100.0% $ 34,036 100.0% $ 34,632 100.0% $ (903) (2.7%) $ (596) (1.7%)
Cost of sales 29,613 89.4% 30,444 89.4% 30,871 89.1%
----------- ------- ----------- ------- ---------- -------
Gross profit 3,520 10.6% 3,592 10.6% 3,761 10.9% (72) (2.0%) (169) (4.5%)
General, selling and
administrative expenses 2,157 6.5% 2,115 6.2% 2,130 6.2% 42 2.0% (15) (0.7%)
----------- ------- ----------- ------- ---------- -------
Operating profit 1,363 4.1% 1,477 4.4% 1,631 4.7% (114) (7.7%) (154) (9.4%)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Approximately 34% of the segment's sales involve services provided to
the Company's domestic minerals and environmental segments. Lower sales in 2001
were primarily due to reduced business levels with third party customers. The
decrease in sales in 2000 from 1999 was due to the loss of the absorbent
polymers segment volume following the sale of this segment on June 1, 2000.
Gross margins for 2001 equaled 2000 as the mix of broker and trucking
business was the same in both years. Average fuel costs in 2001 remained flat
with 2000 levels. Gross margins decreased by 30 basis points in from 1999 to
2000 due to higher fuel costs.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
Corporate -----------------------------------------------------------------------------------------------------
2001 2000 1999 2001 vs. 2000 2000 vs. 1999
- -----------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Intersegment shipping sales $ (11,556) $ (11,378) $ (11,670)
Intersegment shipping costs (11,556) (11,378) (11,670)
Gross profit - - -
Corporate general, selling
and administrative expenses 8,020 8,010 10,278 10 0.1% (2,268) (22.1%)
Nanocomposite business
development expenses 4,629 6,030 5,134 (1,401) (23.2%) 896 17.5%
Business realignment and
other charges - 2,357 - (2,357) (100.0%) 2,357 100.0%
Operating loss (12,649) (16,397) (15,412) 3,748 (22.9%) (985) 6.4%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Intersegment shipping revenues and costs were related to services
provided by the transportation segment for certain domestic minerals and
environmental segment businesses. The services were provided at arms length
rates, and billed by the transportation segment to the minerals and
environmental segments, who in turn billed their customers. The intersegment
shipping sales and costs in the table above reflect the elimination of these
intersegment transactions.
Corporate costs include management information systems, human
resources, investor relations, corporate communications and finance.
Additionally, research and operating costs related to the development of the
nanocomposite business are included in corporate.
20
<PAGE>
Corporate administrative expenses were flat in 2001 compared with 2000.
Lower incentive compensation and reduced personnel costs reduced corporate
administrative expenses from 1999 to 2000.
The nanocomposite business was restructured in the second quarter of
2001, which resulted lower research costs in 2001 compared with 2000. Higher
product development costs led to an increase in the nanocomposite business
expenses in 2000 compared to 1999. Management continues to believe its
nanocomposite technology has strong commercial potential.
During 2000, the Company engaged an investment banking firm to help
management evaluate various strategic options to enhance shareholder value. The
Company engaged in significant discussions involving the disposition of its
business, including the sale of certain parts and the potential spin-off of the
Nanocor business. In the process, the Company incurred approximately $2.4
million in professional fees. These expenses have been included as a component
of business realignment expenses.
INVESTMENT INCOME
Investment income was earned in 2001 and 2000 as a result of the
temporary investment of proceeds received on the sale of the absorbent polymers
segment. In 2001, investment income dropped to $0.06 per diluted share compared
with $0.20 per diluted share in 2000 as a result of lower average balance of
invested funds. The Company paid approximately $130 million in the first quarter
in 2001 for income taxes associated with the sale. The remaining invested funds
were liquidated in the third quarter and used to pay down long-term debt.
NET INTEREST EXPENSE
Net expense was $2.2 million, $3.2 million and $3.4 million in 2001,
2000, and 1999, respectively. The decrease in 2001 from 2000 was due to lower
average debt levels and interest rates. Lower average debt levels caused the
reduction in interest expense 2000 in comparison to 1999.
OTHER INCOME (EXPENSE)
Other income in 2001 and 2000 of $0.2 million and $0.6 million,
respectively, was primarily attributed to gains on the disposal of fixed assets.
Foreign exchange transaction losses caused the $1.1 million of other expense in
1999.
INCOME TAXES
The effective income tax rate for 2001 was 32.1% compared with 28.3% in
2000 and a tax benefit rate of 31.2% in 1999. The rate increased in 2001 from
2000 primarily from lower tax benefits associated with export incentives and
higher state income taxes. The tax benefit rate in 1999 was impacted by a
nondeductible goodwill write-down.
EARNINGS PER SHARE
Diluted earnings per share was calculated using the weighted average
number of shares of common stock, including common share equivalents,
outstanding during the year. Stock options issued to key employees and directors
are considered common share equivalents. As a result of the equity restructuring
following the sale of the absorbent polymers segment, all outstanding
unexercised options at June 30, 2000 were adjusted. The value of the options
remained the same as before the payment of the partial liquidation dividend,
however the number of options increased and the exercise prices were reduced.
This resulted in a significantly greater number of common share equivalents
during the second half of 2000 and throughout 2001. The weighted average number
of shares of common stock and common stock equivalent shares outstanding was
approximately 30.6 million in 2001, 30.0 million in 2000 and 27.2 million in
1999.
21
<PAGE>
There were 28.2 million shares outstanding, excluding common share
equivalents, at December 31, 2001 compared to 28.8 million at December 31, 2000.
The 0.5 million share decrease was related to the exercise of stock options net
of purchase of treasury shares.
Diluted income (loss) from continuing operations was $.43, $.62 and
($.12) in 2001, 2000 and 1999, respectively. Special charges and investment
income impacted the reported numbers. An analysis detailing the effects of these
items on diluted earnings per share from continuing operations appears below:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------------
2001 2000 1999
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Business realignment and other charges $ - $ (0.05) $ (0.30)
Investment income 0.06 0.20 -
Income from operations excluding the above 0.37 0.47 0.18
------------ ------------- -------------
Diluted income (loss) from continuing operations $ 0.43 $ 0.62 $ (0.12)
- -----------------------------------------------------------------------------------------------------------
</TABLE>
In 2001, the Company sold its U.K. metalcasting business and closed its
U.K. cat litter business. The operating results for these U.K. operations were
reclassified to discontinued operations for all periods presented. Diluted
income (loss) per share from discontinued operations for 2001 amounted to $0.01
per share, including $.04 from the gain on the sale of these businesses,
compared to ($0.51) for 2000 and ($0.18) for 1999.
The absorbent polymers segment was sold to BASF AG on June 1, 2000. The
operating results for the absorbent polymers segment were reclassified to
discontinued operations for all periods presented. Diluted income from the
segment for 2000 amounted to $10.80 per share, including $10.56 from the gain on
the sale of the segment, compared to $1.12 for 1999. The income from
discontinued operations in 2000 was for the five months ended May 31, 2000
compared with a full year in 1999.
An extraordinary loss of $.01 per share related to the early
extinguishment of long-term debt was recorded in 2000.
FORWARD LOOKING STATEMENTS
Certain statements made from time to time by the Company, including
statements in the Management's Discussion and Analysis of Financial Condition
and Results of Operation section above, constitute "forward-looking statements"
made in reliance upon the safe harbor contained in Section 21E of the Securities
Exchange Act of 1934, as amended. Such forward-looking statements include
statements relating to the Company or its operations that are preceded by terms
such as "expects," "believes," "anticipates," "intends" and similar expressions,
and statements relating to anticipated growth, levels of capital expenditures,
future dividends, expansion into global markets and the development of new
products. Such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. The Company's actual results,
performance or achievements could differ materially from the results,
performance or achievements expressed in, or implied by, these forward-looking
statements as a result of various factors, including without limitation the
following:
COMPETITION
Minerals. The minerals market is very competitive. We believe
competition is essentially a matter of product quality, price, delivery, service
and technical support. Several of our competitors in the U.S. market are larger
and have substantially greater financial resources. If we fail to compete
successfully based on these or other factors, we may lose customers or fail to
recruit new customers and our business and future financial results could be
materially and adversely affected.
22
<PAGE>
RELIANCE ON METALCASTING AND CONSTRUCTION INDUSTRIES
Approximately 52% of our minerals segment's sales and 30% of our
environmental segment's sales in 2001 were to the metalcasting and construction
markets, respectively. The metalcasting and construction markets depend heavily
upon the strength of the domestic and international economies. If these
economies weaken, demand for products by the metalcasting and construction
markets may decline and our business or future financial results in the minerals
and environmental segments may be adversely affected.
REGULATORY AND LEGAL MATTERS
Our operations are subject to various federal, state, local and foreign
laws and regulations relating to the environment and to health and safety
matters. Substantial penalties may be imposed if we violate certain of these
laws and regulations even if the violation was inadvertent or unintentional. If
these laws or regulations are changed or interpreted differently in the future,
it may become difficult or expensive for us to comply. In addition,
investigations or evaluations of our products by government agencies may require
us to adopt additional safety measures or precautions. If our costs to comply
with such laws and regulations in the future materially increase, our business
and future financial results could be materially and adversely affected. The
Company may be subject to adverse litigation results in addition to as future
changes in laws and regulations that may negatively impact its operations and
profits.
RISKS OF INTERNATIONAL EXPANSION
An important part of our business strategy is to expand
internationally. We intend to seek acquisitions, joint ventures and strategic
alliances globally. Currently, our business outside the United States represents
approximately 17% of our consolidated sales. The approximate breakdown of the
sales outside of the United States for 2001 was as follows: Europe 60%; Latin
America (including Mexico) 3%; Asia 35%; and Africa along with the Middle East
2%. As we expand internationally, we will be subject to increased risks, which
may include the following:
. currency exchange or price control laws;
. currency translation adjustments;
. political and economic instability;
. unexpected changes in regulatory requirements;
. tariffs and other trade barriers;
. longer accounts receivable collection cycles; and
. adverse tax consequences.
The above listed events could result in sudden, and potentially
prolonged, changes in demand for the Company's products. Also, we may have
difficulty enforcing agreements and collecting accounts receivable through a
foreign country's legal system. At December 31, 2001, approximately 42% of the
gross accounts receivable were due from customers outside of the United States
and Canada. The breakdown of the overseas balance was as follows: Europe 56%;
Latin America (including Mexico) 17%; Asia 26%; and Africa and the Middle East
1%.
VOLATILITY OF STOCK PRICE
The stock market has been extremely volatile in recent years. These
broad market fluctuations may adversely affect the market price of our common
stock. In addition, factors such as the following may have a significant effect
on the market price of our common stock:
23
<PAGE>
. fluctuations in our financial results;
. our introduction of new services or products;
. announcements of acquisitions, strategic alliances or joint
ventures by us, our customers or our competitors;
. changes in analysts' recommendations regarding our common stock;
and
. general economic conditions.
There can be no assurance that the price of our common stock will
increase in the future or be maintained at its recent levels.
ACCOUNTING STANDARDS
Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"), as amended by SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities, an Amendment of SFAS
133." ("SFAS 138"). These statements establish accounting and reporting
standards that require every derivative instrument to be recorded on the
consolidated balance sheet as either an asset or a liability at its fair value.
SFAS 133, as amended, requires the transition adjustment resulting from adopting
these statements to be reported as the cumulative effect of a change in
accounting principle. Upon adoption, the Company recorded the fair value of its
one outstanding derivative instrument (an interest rate swap agreement) in the
consolidated balance sheet, and recognized a cumulative effect type loss of $0.2
million (net of income taxes of $0.1 million) in the consolidated statement of
operations for 2001.
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142") which supersedes APB Opinion No. 17, "Intangible
Assets". SFAS 142 addresses how intangible assets that are acquired individually
or with a group of other assets (but not those acquired in a business
combination) should be accounted for in financial statements upon their
acquisition. SFAS 142 also addresses how goodwill and other intangible assets
should be accounted for after they have been initially recognized in the
financial statements. SFAS 142 stipulates that goodwill should no longer be
amortized and instead should be subject to an annual impairment assessment. The
provisions of SFAS 142 are required to be applied effective January 1, 2002.
Management does not believe that the adoption of SFAS 142 will have a material
effect on the consolidated financial statements.
Additionally in June 2001, the FASB issued SFAS No. 143, "Accounting
for Asset Retirement Obligations" ("SFAS 143") which addresses financial
accounting and reporting for legal obligations associated with the retirement of
tangible long-lived assets and the related asset retirement costs. SFAS 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The fair value of the liability is added to the carrying
amount of the associated asset and this additional carrying amount is
depreciated over the life of the asset. Subsequent to the initial measurement of
the asset retirement obligation, the obligation is adjusted at the end of each
period to reflect the passage of time and changes in the estimated future cash
flows underlying the obligation. The Company is required to adopt SFAS No. 143
on January 1, 2003.. Management is currently evaluating the impact of the
adoption of SFAS 143 on the Company's consolidated financial statements.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144") which supersedes SFAS
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of". While SFAS 144 retains many of the fundamental
recognition and measurement provisions of SFAS 121, it changes the criteria
required to be met to classify an asset as held for sale. SFAS 144 also
supersedes the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions", and among other things, broadens reporting for
discontinued operations to include a component of an entity, rather than just a
segment of a business. The Company adopted SFAS 144 on January 1, 2001, and
applied its provisions in reporting discontinued operations in 2001.
24
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a multinational corporation that manufactures and markets products
in countries throughout the world, the Company is subject to certain market
risks, including those related to foreign currency, interest rates and
government actions. The Company uses a variety of practices to manage these
market risks, including, when considered appropriate, derivative financial
instruments. The Company uses derivative financial instruments only for risk
management and does not use them for trading or speculative purposes.
EXCHANGE RATE SENSITIVITY
The Company is exposed to potential gains or losses from foreign
currency fluctuations affecting net investments and earnings denominated in
foreign currencies. The Company's primary exposures are to changes in exchange
rates for the U.S. dollar versus the Euro, the British pound, the Canadian
dollar, the Australian dollar, the Mexican peso, the Thai baht and the Korean
won. The Company also has significant exposure to changes in exchange rates
between the British pound and the Euro.
The Company's various currency exposures often offset each other,
providing a natural hedge against currency risk. Periodically, specific foreign
currency transactions (e.g. inventory purchases, royalty payments, etc.) are
hedged with forward contracts to reduce the foreign currency risk. As of
December 31, 2001, the Company had no outstanding foreign currency contracts.
INTEREST RATE SENSITIVITY
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates. The table presents
principal cash flows and related weighted average interest rates by expected
maturity dates for debt obligations. Weighted average variable rates are based
on implied forward rates in the yield curve at the reporting date. The
information is presented in U.S. dollar equivalents, which is the Company's
reporting currency. The instruments' actual cash flows are denominated in U.S.
dollars (US), Chinese Renmimbi (RMB) and Thai baht (THB) as indicated in
parentheses.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Expected Maturity Date
----------------------------------------------------------------------------------------------
Fair
2002 2003 2004 2005 2006 Thereafter Total
Value
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(US$ equivalent in thousands)
Long-term debt:
Variable rate (US) - 7,000 - - - 5,000 12,000 12,000
Average interest rate - 4.6% - - - - - -
Variable rate (RMB) 454 - - - - - 454 454
Average interest rate 6.2% - - - - - - -
Variable rate (THB) 791 - - - - - 791 791
Average interest rate 5.2% - - - - - - -
-------- -------- ------ ------ ------ ---------- ----------- -----------
1,245 7,000 - - - 5,000 13,245 13,245
Debt to be refinanced (1,245) 1,245 - - - - - -
-------- -------- ------ ------ ------ ---------- ----------- -----------
Total $ 0 $ 8,245 $ - $ - $ - $ 5,000 $ 13,245 $ 13,245
======== ======== ====== ====== ====== ========== =========== ===========
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Company periodically uses interest rate swaps to manage interest
rate risk on debt securities. These instruments allow the Company to exchange
variable rate debt into fixed rate or fixed rate debt into variable rate.
Interest rate differentials are paid or received on these arrangements over the
life of the agreements. At the end of 2001, there were not any interest rate
swaps outstanding. At December 31, 2000, the Company had one interest rate swap
outstanding, which was terminated in the second quarter of 2001, at a cost of
$0.4 million.
25
<PAGE>
The Company is exposed to credit risk on certain assets, primarily cash
equivalents, short-term investments and accounts receivable. The credit risk
associated with cash equivalents and short-term investments is mitigated by the
Company's policy of investing in securities with high credit ratings and
investing through major financial institutions with high credit ratings.
The Company provides credit to customers in the ordinary course of
business and performs ongoing credit evaluations. Concentrations of credit risk
with respect to trade receivables are limited due to the large number of
customers comprising the Company's customer base. The Company currently believes
its allowance for doubtful accounts is sufficient to cover customer credit
risks. The Company's accounts receivable financial instruments are carried at
amounts that approximate fair value.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Index to Financial Statements and Financial Statement Schedule
on Page F-1. Such Financial Statements and Schedule are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Below lists the names and ages of all directors and all positions each
person holds with the Company or other organizations.
BOARD OF DIRECTORS OF THE REGISTRANT
Arthur Brown, 61 /(1, 2)/
Chairman, President and Chief Executive Officer of Hecla Mining Company, a miner
and processor of silver, gold and industrial minerals. Director since 1990.
Robert E. Driscoll, III, 63 /(1, 2)/
Retired Dean and Professor of Law, University of South Dakota. Director since
1985.
John Hughes, 59 /(3, 4)/
Chairman of the Board of Directors since May 1998; Chief Executive Officer of
the Company since 1985; a Director since 1984. Mr. Hughes retired as Chief
Executive Officer in May 2000.
Jay D. Proops, 60 /(2, 3, 4)/
Private investor and former Vice Chairman and co-founder of The Vigoro
Corporation. Also a Director of Great Lakes Chemical Corporation. Director since
1995.
C. Eugene Ray, 69 /(1, 2, 3, 4)/
Retired Executive Vice President - Finance of Signode Industries, Inc., a
manufacturer of industrial strapping products. Director since 1981.
26
<PAGE>
Clarence O. Redman, 59 /(2, 3)/
Secretary of AMCOL International Corporation. Counsel to the law firm of Lord,
Bissell & Brook, the law firm that serves as Corporate Counsel to the Company.
Previously, Mr. Redman was an individual and corporate partner of the law firm
of Keck, Mahin & Cate as the sole shareholder and President of Clarence Owen
Redman Ltd. Mr. Redman and his professional corporation also served as Chief
Executive Officer of Keck, Mahin & Cate until September 1997. In December 1997,
Keck, Mahin & Cate filed a voluntary petition in bankruptcy under Chapter 11 of
the U.S. Bankruptcy Code. Director since 1989.
Dale E. Stahl, 54 /(1, 2, 3, 4)/
President and Chief Operating Officer of Inland Paperboard and Packaging, Inc.,
a manufacturer of containerboard and corrugated boxes since June 2000; prior
thereto, President and Chief Operating Officer of Gaylord Container Corporation,
a manufacturer and distributor of brown paper and packaging products. Director
since 1995.
Lawrence E. Washow, 48 /(3)/
Chief Executive Officer of the Company since May 2000, President of the Company
since May 1998; Chief Operating Officer of the Company since 1997; prior
thereto, Senior Vice President of the Company since 1994 and President of
Chemdal International Corporation until August 1997; a Director since 1998.
Audrey L. Weaver, 47 /(2)/
Private investor. Director since 1997.
Paul C. Weaver, 39 /(3, 4)/
Managing partner of Consumer Aptitudes, Inc., a marketing research firm.
Director since 1995.
- --------------------------------------
/(1)/ Member of Audit Committee
/(2)/ Member of Compensation Committee
/(3)/ Member of Executive Committee
/(4)/ Member of Nominating Committee
Additional information regarding the directors of the Company is
included under the captions "Information Concerning Nominees," "Information
Concerning Continuing Members of the Board" and "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Company's proxy statement to be dated on
or before April 9, 2002, and is incorporated herein by reference. Information
regarding executive officers of the Company is included under a separate caption
in Part I hereof, and is incorporated herein by reference, in accordance with
General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of
Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding the above is included under the captions "Named
Officers' Compensation"and "Stock Performance" in the Company's proxy statement
to be dated on or before April 9, 2002, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding the above is included under the caption "Security
Ownership" in the Company's proxy statement to be dated on or before April 9,
2002, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding the above is included under the captions "Certain
Relationships and Transactions" in the Company's proxy statement to be dated on
or before April 9, 2002, and is incorporated herein by reference.
27
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(a) 1. See Index to Financial Statements and Financial Statement Schedule on Page F-1.
----------------------------------------------------------------------------------------------------------------------
2. See Financial Statements and Index to Financial Statement Schedule on Page F-1.
----------------------------------------------------------------------------------------------------------------------
Such Financial Statements and Schedule are incorporated herein by reference.
----------------------------------------------------------------------------------------------------------------------
3. See Index to Exhibits immediately following the signature page.
- -----------------------------------------------------------------------------------------------------------------------------------
(b) None.
- -----------------------------------------------------------------------------------------------------------------------------------
(c) See Index to Exhibits immediately following the signature page.
- -----------------------------------------------------------------------------------------------------------------------------------
(d) See Index to Financial Statements and Financial Statement Schedule on Page F-1.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
ITEM 14(A) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Page
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(1) Financial Statements:
- -----------------------------------------------------------------------------------------------------------------------------------
Independent Auditors' Report F-2
- -----------------------------------------------------------------------------------------------------------------------------------
Consolidated Balance Sheets, December 31, 2001 and 2000 F-3
- -----------------------------------------------------------------------------------------------------------------------------------
Consolidated Statements of Operations,
- -----------------------------------------------------------------------------------------------------------------------------------
Years ended December 31, 2001, 2000 and 1999 F-4
- -----------------------------------------------------------------------------------------------------------------------------------
Consolidated Statements of Comprehensive Income,
- -----------------------------------------------------------------------------------------------------------------------------------
Years ended December 31, 2001, 2000 and 1999 F-5
- -----------------------------------------------------------------------------------------------------------------------------------
Consolidated Statements of Stockholders' Equity,
- -----------------------------------------------------------------------------------------------------------------------------------
Years ended December 31, 2001, 2000 and 1999 F-6
- -----------------------------------------------------------------------------------------------------------------------------------
Consolidated Statements of Cash Flows,
- -----------------------------------------------------------------------------------------------------------------------------------
Years ended December 31, 2001, 2000 and 1999 F-7
- -----------------------------------------------------------------------------------------------------------------------------------
Notes to Consolidated Financial Statements F-8
- -----------------------------------------------------------------------------------------------------------------------------------
(2) Financial Statement Schedule:
- -----------------------------------------------------------------------------------------------------------------------------------
Schedule II - Valuation and Qualifying Accounts F-28
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
All other schedules called for under Regulation S-X are not submitted
because they are not applicable or not required, or because the required
information is not material.
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
AMCOL International Corporation:
We have audited the consolidated financial statements of AMCOL
International Corporation and subsidiaries as listed in the accompanying index.
In connection with our audits of the consolidated financial statements, we also
have audited the financial statement schedule as listed in the accompanying
index. These consolidated financial statements and financial statement schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of AMCOL
International Corporation and subsidiaries as of December 31, 2001 and 2000,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America. Also in our
opinion, the related financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
KPMG LLP
Chicago, Illinois
March 1, 2002
F-2
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
December 31,
--------------------------
ASSETS 2001 2000
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash $ 10,320 $ 8,201
Cash equivalents - 168,549
Accounts receivable:
Trade, less allowance for doubtful accounts of $2,127 and $2,232 in 2001 and 2000, respectively 41,331 40,262
Other 2,310 2,673
Inventories 34,593 30,328
Prepaid expenses 4,419 6,146
Net current assets of discontinued operations 798 -
Current deferred tax assets 4,286 3,821
Income taxes receivable 3,120 -
------------ -----------
Total current assets 101,177 259,980
------------ -----------
Investment in and advances to joint ventures 13,219 12,672
------------ -----------
Property, plant, equipment, and mineral rights and reserves:
Land and mineral rights and reserves 9,293 9,606
Depreciable assets 181,120 170,900
------------ -----------
190,413 180,506
Less: accumulated depreciation 118,065 105,841
------------ -----------
72,348 74,665
------------ -----------
Other assets:
Goodwill and other intangible assets, less accumulated amortization of $314 and $219 403 466
Long-term prepayments and other assets 4,410 5,137
Net non-current assets of discontinued operations 311 6,932
Deferred tax assets 4,462 5,915
------------ -----------
9,586 18,450
------------ -----------
$ 196,330 $ 365,767
============ ===========
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
December 31,
---------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY 2001 2000
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt $ - $ 1,042
Accounts payable 9,239 9,866
Accrued income taxes - 135,913
Accrued liabilities 21,844 21,279
Net current liabilities of discontinued operations - 1,484
------------ ------------
Total current liabilities 31,083 169,584
------------ ------------
Long-term debt 13,245 51,334
------------ ------------
Minority interests in subsidiaries 523 -
Other liabilities 10,752 9,942
------------ ------------
11,275 9,942
------------ ------------
Stockholders' equity:
Common stock, par value $.01 per share. Authorized 100,000,000 shares, issued
32,015,771 shares in 2001 and 2000 320 320
Additional paid in capital 71,905 75,536
Retained earnings 91,018 79,336
Cumulative other comprehensive loss (2,688) (1,495)
------------ ------------
160,555 153,697
Less:
Treasury stock (3,759,382 and 3,234,467 shares in 2001 and 2000, respectively) 19,828 18,790
------------ ------------
140,727 134,907
------------ ------------
$ 196,330 $ 365,767
============ ============
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
---------------------------------------
2001 2000 1999
- -----------------------------------------------------------------------------------------------------------------------------------
Continuing Operations
<S> <C> <C> <C>
Net sales $ 275,288 $ 284,142 $ 296,118
Cost of sales 208,983 215,744 228,805
------------ ----------- -----------
Gross profit 66,305 68,398 67,313
General, selling and administrative expenses 47,740 48,071 56,925
Business realignment and other charges - 2,357 11,575
------------ ----------- -----------
Operating profit (loss) 18,565 17,970 (1,187)
------------ ----------- -----------
Other income (expense):
Investment income 3,015 9,816 -
Change in value of interest rate swap (401) - -
Interest expense, net (2,196) (3,160) (3,440)
Other, net 223 594 (1,069)
------------ ----------- -----------
641 7,250 (4,509)
------------ ----------- -----------
Income (loss) before income taxes and equity
in income of joint ventures 19,206 25,220 (5,696)
Income tax expense (benefit) 6,155 7,155 (1,815)
------------ ----------- -----------
Income (loss) before equity in income of
joint ventures 13,051 18,065 (3,881)
Income from joint ventures 28 470 448
Minority interest in net loss of subsidiary 59 - -
------------ ----------- -----------
Income (loss) from continuing operations 13,138 18,535 (3,433)
------------ ----------- -----------
Discontinued Operations
Income (loss) from operations (net of income taxes) (879) (8,185) 25,667
Gain on sale (net of income tax benefit of $6,000 in 2001 and
expense of $208,964 in 2000) 1,154 316,330 -
------------ ----------- -----------
Income from discontinued operations 275 308,145 25,667
------------ ----------- -----------
Extraordinary Loss on early extinguishment of debt (net of income tax
benefit of $238) - (443) -
------------ ----------- -----------
Cummulative effect of change in accounting principle (net of taxes) (182) - -
------------ ----------- -----------
Net income $ 13,231 $ 326,237 $ 22,234
============ =========== ===========
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
Continued...
F-4
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
---------------------------------------
2001 2000 1999
- -----------------------------------------------------------------------------------------------------------------------------------
Earnings per share
<S> <C> <C> <C>
Basic earnings (loss) per share:
Continuing operations $ 0.47 $ 0.67 $ (0.13)
----------- ----------- ------------
Discontinued operations:
Income (loss) from operations (0.03) (0.30) 0.96
Gain on sale 0.04 11.50 -
----------- ----------- ------------
0.01 11.20 0.96
----------- ----------- ------------
Extraordinary item - (0.02) -
----------- ----------- ------------
Cummulative effect of change in accounting principle (0.01) - -
----------- ----------- ------------
Net income $ 0.47 $ 11.85 $ 0.83
=========== =========== ============
Diluted earnings (loss) per share:
Continuing operations $ 0.43 $ 0.62 $ (0.12)
----------- ----------- ------------
Discontinued operations:
Income (loss) from operations (0.03) (0.27) 0.94
Gain on sale 0.04 10.56 -
----------- ----------- ------------
0.01 10.29 0.94
----------- ----------- ------------
Extraordinary item - (0.01) -
----------- ----------- ------------
Cummulative effect of change in accounting principle (0.01) - -
----------- ----------- ------------
Net income $ 0.43 $ 10.90 $ 0.82
=========== =========== ============
</TABLE>
Consolidated Statements of Comprehensive Income
(In thousands)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
---------------------------------------
2001 2000 1999
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income $ 13,231 $ 326,237 $ 22,234
Other comprehensive income (loss):
Foreign currency translation adjustment (1,193) (4,034) (851)
Reclassification adjustment for foreign currency losses included in net income - 5,146 -
----------- ----------- ------------
Comprehensive income $ 12,038 $ 327,349 $ 21,383
=========== =========== ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Common Stock
-------------------------- Cumulative
Other
Number Amount Additional Comprehensive
of Paid-in Retained Income
Shares/(1)/ Capital Earnings (Loss)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1998 32,015,771 $ 320 $ 76,238 $ 127,262 $ (1,756)
Net income - - - 22,234 -
Cash dividends ($.27 per share) - - - (7,226) -
Translation adjustment - - - - (851)
Purchase of 226,600
treasury shares - - - - -
Sales of 209,284 treasury
shares pursuant to options - - 202 - -
-------------- ---------- -------------- --------------- -------------------
Balance at December 31, 1999 32,015,771 320 76,440 142,270 (2,607)
Net income - - - 326,237 -
Partial liquidation distribution - - - (384,829) -
Cash dividends ($.16 per share) - - - (4,342) -
Translation adjustment - - - - (4,034)
Reclassification adjustment for
foreign currency losses
included in net income - - - - 5,146
Sales of 1,929,248 treasury shares
pursuant to options - - (904) - -
-------------- ---------- -------------- --------------- -------------------
Balance at December 31, 2000 32,015,771 320 75,536 79,336 (1,495)
Net income - - - 13,231 -
Cash dividends ($0.055 per share) - - - (1,549) -
Translation adjustment - - - - (1,193)
Purchase of 1,788,800 treasury
shares - - - - -
Sales of 1,263,885 treasury
shares pursuant to options - - (3,631) - -
-------------- ---------- -------------- --------------- -------------------
Balance at December 31, 2001 32,015,771 $ 320 $ 71,905 $ 91,018 $ (2,688)
============== ========== ============== =============== ===================
</TABLE>
Total
Treasury
Stock
===============================
Balance at December 31, 1998 $ (29,150) $ 172,914
Net income - 22,234
Cash dividends ($.27 per share) - (7,226)
Translation adjustment - (851)
Purchase of 226,600
treasury shares (2,040) (2,040)
Sales of 209,284 treasury
shares pursuant to options 1,207 1,409
--------------- ---------------
Balance at December 31, 1999 (29,983) 186,440
Net income - 326,237
Partial liquidation distribution - (384,829)
Cash dividends ($.16 per share) - (4,342)
Translation adjustment - (4,034)
Reclassification adjustment for
foreign currency losses
included in net income - 5,146
Sales of 1,929,248 treasury shares
pursuant to options 11,193 10,289
--------------- ---------------
Balance at December 31, 2000 (18,790) 134,907
Net income - 13,231
Cash dividends ($0.055 per share) - (1,549)
Translation adjustment - (1,193)
Purchase of 1,788,800 treasury
shares (7,776) (7,776)
Sales of 1,263,885 treasury 6,738 3,107
shares pursuant to options --------------- ---------------
Balance at December 31, 2001 $ (19,828) $ 140,727
=============== ===============
- --------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------
2001 2000 1999
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flow from operating activities:
Income (loss) from continuing operations $ 13,138 $ 18,535 $ (3,433)
Adjustments to reconcile income (loss) from continuing operations to
net cash provided by operating activities
Depreciation, depletion, and amortization 17,427 17,000 19,093
Equity in income of joint ventures (28) (470) (448)
Minority interest in net loss of subsidiary (59) - -
Increase (decrease) in allowance for doubtful accounts (105) (183) 864
Increase (decrease) in deferred income taxes 988 124 (8,966)
(Gain) loss on sale of depreciable assets (368) (212) 281
Write down of fixed and intangible assets - - 11,575
(Increase) decrease in current assets:
Accounts receivable (601) 4,918 2,425
Income taxes receivable (120) - -
Inventories (4,265) (3,303) 7,613
Prepaid expenses 1,727 245 (1,618)
Increase (decrease) in current liabilities:
Accounts payable (627) 527 132
Accrued income taxes (5,546) (1,745) (2,186)
Accrued liabilities 564 127 (881)
Increase in other noncurrent liabilities 809 2,252 1,115
------------- ------------- --------------
Net cash provided by operating activities of continuing operations 22,934 37,815 25,566
------------- ------------- --------------
Net cash provided by (used in) discontinued operations 1,614 (6,236) 14,386
------------- ------------- --------------
Cash flow from investing activities:
Proceeds from sale of depreciable assets 530 1,460 2,348
Net proceeds from sale of absorbent polymers segment before taxes - 654,581 -
Tax payments related to the absorbent polymers segment sale (130,365) (75,587) -
Acquisition of land, mineral reserves, and depreciable assets (14,730) (14,975) (15,796)
Advances to joint ventures (547) (3,095) (4,117)
(Increase) decrease in other assets (53) (4,524) 677
------------- ------------- --------------
Net cash provided by (used in) investing activities (145,165) 557,860 (16,888)
------------- ------------- --------------
Cash flow from financing activities:
Proceeds from issuance of debt - 7,604 263
Principal payments of debt (39,131) (46,804) (17,377)
Proceeds from sales of treasury stock 3,107 10,289 1,409
Purchases of treasury stock (7,776) - (2,040)
Partial liquidation distribution - (384,829) -
Premium paid for early extinguishment of debt - (443) -
Cummulative effect of change in accounting principle (182) - -
Change in minority interest 608 - -
Dividends paid (1,549) (4,342) (7,226)
------------- ------------- --------------
Net cash used in financing activities (44,923) (418,525) (24,971)
------------- ------------- --------------
Effect of foreign currency rate changes on cash (890) 2,325 (473)
------------- ------------- --------------
Net increase (decrease) in cash and cash equivalents (166,430) 173,239 (2,380)
Cash and cash equivalents at beginning of year 176,750 3,511 5,891
------------- ------------- --------------
Cash and cash equivalents at end of year $ 10,320 $ 176,750 $ 3,511
============= ============= ==============
Supplemental disclosures of cash flow information:
Cash paid for:
Interest $ 2,540 $ 5,163 $ 4,906
============= ============= ==============
Income taxes $ 134,151 $ 88,762 $ 17,561
============= ============= ==============
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
F-7
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Company Operations
AMCOL International Corporation (the Company) operates in two
principal areas of activity: minerals and environmental. The Company also
operates a transportation business primarily for delivery of its own products.
In 2001, the Company's revenues were derived 52% from minerals, 36% from
environmental and 12% from transportation operations. The Company's sales in
2001 were approximately 83% domestic and 17% outside of the United States.
Further descriptions of the Company's products, its principal markets and the
relative significance of its operations are included in Note 3, "Business
Segment and Geographic Area Information."
During 2001, the Company disposed of its U.K. metalcasting business
and completed the sale and closure of its U.K. cat litter operations. During
2000, the Company sold its absorbent polymers business. The Company has
reclassified the net assets and results of these operations as discontinued
operations.
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its foreign and domestic subsidiaries. All subsidiaries greater
than 50% owned by the Company, are consolidated. The Company's ownership
interest in the Mexican, Indian, Egyptian and Chinese ventures range between
20% and 50%. Accordingly, these investments are accounted for using the equity
method. The Company's ownership interest in the Japanese investment is less
than 20% and is recorded at cost. All material intercompany balances and
transactions between wholly owned subsidiaries, including profits on
inventories, have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results likely differ from those estimates,
but management believes that such differences are immaterial.
Translation of Foreign Currencies
The assets and liabilities of subsidiaries located outside of the
United States are translated into U.S. dollars at the rate of exchange at the
balance sheet date. The statements of operations are translated at the weighted
average monthly rate. Foreign exchange translation adjustments are accumulated
as a separate component of stockholders' equity, while foreign currency
transaction gains or losses are included in income.
Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.
F-8
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Inventories
Inventories are valued at the lower of cost or net realizable value.
Cost is determined by the first-in, first-out (FIFO) or moving average methods.
Exploration costs are expensed as incurred. Costs incurred in removing
overburden and mining bentonite are capitalized as advance mining costs until
the bentonite from such mining area is transported to the plant site, at which
point the costs are included in crude bentonite stockpile inventory.
Property, Plant, Equipment, and Mineral Rights and Reserves
Property, plant, equipment, and mineral rights and reserves are
carried at cost. Depreciation is computed using the straight-line method for
substantially all of the assets. Certain other assets, primarily field
equipment, are depreciated on the units-of-production method. Mineral rights
and reserves are depleted using the units-of-production method.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the fair
value of the net assets of acquired businesses. Goodwill is amortized on the
straight-line method over periods of five to 10 years. Other intangibles,
including trademarks and noncompete agreements, are amortized on the
straight-line method over the expected periods to be benefited, which extend up
to 10 years.
Impairment of Long-Lived Assets
Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net undiscounted cash
flows expected to be generated by the asset. If an asset is considered to be
impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the asset exceeds the fair value as estimated by
discounted cash flows. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs of disposal.
Income Taxes
The Company and its U.S. subsidiaries file a consolidated tax return.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to be in effect for the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
Revenue Recognition
Product revenue is recognized when products are shipped to customers.
Allowances for discounts, rebates, and estimated returns are recorded at the
time of sale.
F-9
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Shipping Revenues and Costs
The Company reports shipping and handling costs that are passed on to
customers as sales revenue and cost of sales in the consolidated statements of
operations.
Research and Development
Research and development costs are included in general, selling and
administrative expenses and amounted to approximately $5,039, $4,675 and $3,496
for the years ended December 31, 2001, 2000 and 1999, respectively.
Earnings Per Share
Basic earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per
share is computed by dividing net income by the weighted average common shares
outstanding after consideration of the dilutive effect of stock options. A
reconciliation between the number of shares used to compute basic and diluted
earnings per share follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
2001 2000 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Weighted average of common shares outstanding for the year 28,193,234 27,523,157 26,772,569
Dilutive impact of stock options 2,412,826 2,433,533 426,694
------------- ------------- -------------
Weighted average of common and common equivalent shares for the year 30,606,060 29,956,690 27,199,263
============= ============= =============
Common shares outstanding at December 31 28,256,389 28,781,304 26,852,056
============= ============= =============
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Stock Option Plans
The Company has adopted the disclosure only provisions of Statement of
Financial Accounting Standards No.123, "Accounting for Stock-Based
Compensation," but applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board Opinion No. 25 and related
interpretations in accounting for its fixed plan stock options. As such,
compensation expense is recorded on the grant date only if the market price of
the underlying stock exceeds the exercise price.
Derivative Instruments and Hedging Activities
The Company occasionally uses derivative financial instruments
(principally interest rate swaps or options) to manage its exposure to changes
in interest rates. The Company does not use derivative instruments for trading
or other speculative purposes. The Company had no derivative financial
instruments outstanding at December 31, 2001.
Following the adoption of SFAS 133 on January 1, 2001, all derivatives
are recognized as assets or liabilities on the consolidated balance sheet at
their fair value. Changes in the fair value of derivative instruments are
reported in earnings or in other comprehensive income depending on the use of
the derivative and whether it qualifies for hedge accounting. Gains and losses
resulting from changes in the fair value of a derivative that is designated as
a hedge and is highly effective in achieving offsetting changes in the fair
value or cash flows of the hedged item are included in operations in the same
period as the hedged item affects earnings. Gains and losses resulting from
changes in the fair value of a derivative that does not qualify for hedge
accounting are included in operations in the period they occur.
F-10
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
The Company formally documents all relationships between hedging
instruments and hedged items, as well as its risk-management objective and
strategy for undertaking various hedge and other transactions involving
derivative instruments. The Company also formally assesses, both at the hedge's
inception and on an ongoing basis, whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in fair values
or cash flows of hedged items. When it is determined that a derivative is not
highly effective as a hedge or that it has ceased to be a highly effective
hedge, the Company discontinues hedge accounting prospectively.
For the year ended December 31, 2000, prior to the adoption of SFAS
No, 133, the Company had entered into an interest rate swap agreement to reduce
its exposure to market risks from changing interest rates. Prior to the
adoption of SFAS No, 133, the differential to be paid or received under the
terms of the interest rate swap was accrued and recognized in interest expense.
Reclassifications
Certain items in the 2000 and 1999 consolidated financial statements
have been reclassified to conform with the consolidated financial statement
presentation for 2001.
New Accounting Standards adopted
Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS 133"), as amended by SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities, an Amendment of
SFAS 133." ("SFAS 138"). These statements establish accounting and reporting
standards that require every derivative instrument to be recorded on the
consolidated balance sheet as either an asset or a liability at its fair value.
SFAS 133, as amended, requires the transition adjustment resulting from
adopting these statements to be reported as the cumulative effect of a change
in accounting principle. Upon adoption, the Company recorded the fair value of
its one outstanding derivative instrument (an interest rate swap agreement) in
the consolidated balance sheet, and recognized a cumulative effect type loss of
$0.2 million (net of income taxes of $0.1 million) in the consolidated
statement of operations for 2001.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144") which supersedes SFAS
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of". While SFAS 144 retains many of the fundamental
recognition and measurement provisions of SFAS 121, it changes the criteria
required to be met to classify an asset as held for sale. SFAS 144 also
supersedes the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions", and among other things, broadens reporting for
discontinued operations to include a component of an entity, rather than just a
segment of a business. The Company adopted SFAS 144 on January 1, 2001, and
applied its provisions in reporting discontinued operations in 2001.
F-11
<PAGE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(2) DISCONTINUED OPERATIONS
In 2001, the Company sold its U.K. metalcasting business to a group
comprised in part of former management of the business. The Company did not
receive any proceeds from the sale. Included in the sale were certain machinery
and equipment. The acquirer entered into a license agreement for the right to
use certain trademarks for a period of ten years, and will lease certain land
and buildings from the Company. The U.K. metalcasting business was a component
entity of the Company's minerals segment.
The Company recognized a gain related to the disposal of discontinued
operations of $1,154 (including a tax benefit of $6,000) in 2001. The tax
benefit recognized in 2001 included a reduction of previously recognized tax
reserves.
In 2000 the Company announced its intention to close its U.K. cat
litter business. Certain assets used in the business were sold to various
outside parties for cash proceeds of $720. The closure was completed in 2001.
The U.K. cat litter business was a component of the Company's minerals segment.
In 1998, several claims were filed in Chester, England against certain
of the Company's subsidiaries. The claims alleged property damage, nuisance and
personal injury based on the accidental release of dust from Volclay Limited's
facility in Wallasey, England. The claims were made on behalf of up to 1,600
persons who, at some point during the period since 1965, resided in the
vicinity of the Wallasey, England facility. During the second half of 2000, the
Company was informed that its insurance carrier had denied coverage related to
this matter and cancelled the applicable insurance policy. The Company accrued
the estimated settlement and related legal fees of $6,500 during the fourth
quarter of 2000. In 2001, the Company settled the dust litigation for a total
cost that approximated the reserves previously recorded.
In 2000, the Company sold its absorbent polymers segment to BASF AG.
The transaction closed on June 1, 2000, at which time the Company received
gross proceeds of approximately $656,500. The sale resulted in a pretax gain of
approximately $525,300 ($316,300 after income taxes of approximately $209,000),
net of costs incurred in connection with the sale. The net proceeds from the
sale transaction were used to fund a partial liquidation distribution to the
Company's shareholders on June 30, 2000.
The consolidated financial statements have been reclassified to report
separately the net assets and operating results of the U.K. metalcasting and
cat litter business and the absorbent polymers segment for all periods
presented.
Summary operating results for 2001, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
U.K. metalcasting and cat litter businesses 2001 2000 1999
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 8,760 $ 18,550 $ 22,957
Operating loss (1,174) (14,490) (5,306)
Income tax expense (benefit) (384) 378 (212)
Net loss (879) (15,232) (4,882)
- -------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Absorbent polymers segment 2001 2000* 1999
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ - $ 86,000 $ 253,629
Operating profit - 12,436 51,850
Income tax expense - 4,639 15,571
Net income - 7,047 30,549
- -------------------------------------------------------------------------------------------------
</TABLE>
*The 2000 information is for five months.
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
F-12
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
A portion of the Company's interest expense has been allocated to
discontinued operations based upon the debt balances attributable to these
operations. Net interest expense allocated to discontinued operations was $199,
$1,261, and $2,956 in 2001, 2000, and 1999, respectively.
(3) BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION
The Company operates in two principal business segments: minerals and
environmental. The Company also operates a transportation business. The
minerals segment mines, processes and distributes clays and products with
similar applications to various industrial and consumer markets. The
environmental segment processes and distributes clays and products with similar
applications for use as a moisture barrier in commercial construction, landfill
liners and in a variety of other industrial and commercial applications. The
transportation segment includes a long-haul trucking business and a freight
brokerage business, which provide services to both the Company's plants and
outside customers.
The Company identifies segments based on management responsibility and
the nature of the business activities of each component of the Company.
Intersegment sales are insignificant, other than intersegment shipping, which
is disclosed in the following table. The Company measures segment profit based
on operating profit. Operating profit is defined as sales less cost of sales
and general, selling and administrative expenses related to a segment's
operations. The costs deducted to arrive at operating profit do not include
interest or income taxes.
Segment assets are those assets used in the Company's operations in
that segment. Corporate assets include cash and cash equivalents, corporate
leasehold improvements, the nanocomposite plant investment and other
miscellaneous equipment.
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
F-13
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(3) BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION (CONTINUED)
The following summaries set forth certain financial information by
business segment and geographic area as of and for the years ended December 31,
2001, 2000 and 1999.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
2001 2000 1999
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Business Segment:
Revenues:
Minerals $ 149,945 $ 163,474 $ 158,258
Environmental 103,766 98,010 114,898
Transportation 33,133 34,036 34,632
Intersegment shipping (11,556) (11,378) (11,670)
---------------- ---------------- ----------------
Total $ 275,288 $ 284,142 $ 296,118
================ ================ ================
Operating profit (loss):
Minerals $ 14,697 $ 21,296 $ 20,180
Environmental 15,154 11,594 (7,586)
Transportation 1,363 1,477 1,631
Corporate (12,649) (16,397) (15,412)
---------------- ---------------- ----------------
Total $ 18,565 $ 17,970 $ (1,187)
================ ================ ================
Assets:
Minerals $ 106,391 $ 109,681 $ 100,540
Environmental 65,216 57,691 60,722
Transportation 1,282 1,791 1,362
Corporate 22,332 200,516 20,331
Discontinued operations 1,109 (3,912) 136,734
---------------- ---------------- ----------------
Total $ 196,330 $ 365,767 $ 319,689
================ ================ ================
Depreciation, depletion and mortization:
Minerals $ 9,984 $ 10,046 $ 11,029
Environmental 4,820 4,153 5,605
Transportation 37 45 64
Corporate 2,586 2,756 2,395
---------------- ---------------- ----------------
Total $ 17,427 $ 17,000 $ 19,093
================ ================ ================
Capital expenditures:
Minerals $ 8,431 $ 7,935 $ 6,857
Environmental 5,691 5,014 6,240
Transportation 41 56 49
Corporate 567 1,970 2,650
---------------- ---------------- ----------------
Total $ 14,730 $ 14,975 $ 15,796
================ ================ ================
Research and development expenses:
Minerals $ 1,677 $ 1,234 $ 814
Environmental 1,777 1,453 1,147
Corporate 1,585 1,988 1,535
---------------- ---------------- ----------------
Total $ 5,039 $ 4,675 $ 3,496
================ ================ ================
</TABLE>
Continued..
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-14
<PAGE>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(3) BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
2001 2000 1999
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Geographic area:
Sales to unaffiliated customers shipped from:
North America $ 237,767 $ 247,539 $ 248,583
Europe 27,435 25,160 36,897
Asia 8,116 8,746 7,887
Australia 1,970 2,697 2,751
---------------- ---------------- ----------------
Total $ 275,288 $ 284,142 $ 296,118
================ ================ ================
Operating profit (loss) from:
North America $ 13,598 $ 16,029 $ 133
Europe 4,482 658 (1,310)
Asia 199 917 (402)
Australia 286 366 392
---------------- ---------------- ----------------
Total $ 18,565 $ 17,970 $ (1,187)
================ ================ ================
Identifiable assets in:
North America $ 149,370 $ 333,062 $ 144,195
Europe 28,651 22,006 23,155
Asia 15,507 12,211 13,025
Australia 1,693 2,400 2,580
Discontinued operations 1,109 (3,912) 136,734
---------------- ---------------- ----------------
Total $ 196,330 $ 365,767 $ 319,689
================ ================ ================
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(4) INVENTORIES
Inventories at December 31 consisted of:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
2001 2000
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Advance mining $ 1,872 $ 1,287
Crude stockpile inventories 11,524 11,898
In-process inventories 11,498 9,867
Other raw material, container, and supplies inventories 9,699 7,276
-------------- ----------------
$ 34,593 $ 30,328
============== ================
- --------------------------------------------------------------------------------------------------------------
</TABLE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-15
<PAGE>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(5) PROPERTY, PLANT, EQUIPMENT, AND MINERAL RIGHTS AND RESERVES
Property, plant, equipment and mineral rights and reserves consisted
of the following:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
December 31, Depreciation/
----------------------------------- Amortization
2001 2000 Annual Rates
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mineral rights and reserves $ 4,970 $ 5,739
Other land 4,323 3,867
Buildings and improvements 40,995 36,496 4.9% to 25.0%
Machinery and equipment 140,124 134,404 10.0% to 50.0%
---------------- ----------------
$ 190,412 $ 180,506
================ ================
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Depreciation and depletion were charged to income as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
2001 2000 1999
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Depreciation expense $ 16,247 $ 16,256 $ 15,633
Depletion expense 1,085 610 863
-------------- -------------- --------------
$ 17,332 $ 16,866 $ 16,496
============== ============== ==============
- -------------------------------------------------------------------------------------------------------
</TABLE>
(6) INCOME TAXES
Total income tax expense (benefit) for the years ended December 31,
2001, 2000 and 1999 was allocated as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
2001 2000 1999
========================================================================================================
<S> <C> <C> <C>
Income from continuing operations $ 6,155 $ 7,155 $ (1,815)
Discontinued operations (6,294) 213,980 15,836
Extraordinary item (113) (238) -
-------------- -------------- --------------
$ (252) $ 220,897 $ 14,021
============== ============== ==============
- -------------------------------------------------------------------------------------------------------
</TABLE>
Domestic and foreign components of income (loss) from continuing
operations before income taxes and equity in income of joint ventures are shown
below:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
2001 2000 1999
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income (loss) from continuing operations before
income taxes and equity in income of joint ventures
Domestic $ 14,377 $ 23,032 $ (2,675)
Foreign 4,829 2,188 (3,021)
-------------- -------------- --------------
$ 19,206 $ 25,220 $ (5,696)
============== ============== ==============
- -------------------------------------------------------------------------------------------------------
</TABLE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-16
<PAGE>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(6) INCOME TAXES (CONTINUED)
The following analysis reconciles the statutory Federal income tax rate
to the effective tax rates related to income from continuing operations before
income taxes and equity in income of joint ventures:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
2001 2000 1999
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Provision (benefit) for income taxes:
Federal:
Current $ 2,379 $ 4,622 $ 3,733
Deferred 722 512 (7,208)
State:
Current 697 712 948
Deferred 72 51 (721)
Foreign:
Current 2,091 1,697 1,461
Deferred 194 (439) (28)
----------- ----------- -------------
$ 6,155 $ 7,155 $ (1,815)
=========== =========== =============
- -------------------------------------------------------------------------------------------------
</TABLE>
The Company's federal income tax returns have been audited through
1998.
The tax effects of temporary differences that gave rise to significant
portions of the deferred tax assets and liabilities as of December 31, 2001 and
2000 were as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
2001 2000
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets attributable to:
Accounts receivable, due to allowance for doubtful accounts $ 576 $ 633
Inventories 973 527
Accrued pension liability 2,710 1,973
Capital losses carried forward 546 546
Book amortization in excess of tax allowance 2,046 3,925
Other 4,818 4,509
------------- -------------
Total deferred tax assets 11,669 12,113
Deferred tax liabilities attributable to:
Plant and equipment, due to differences in depreciation (865) (669)
Land and mineral reserves, due to differences in depletion (2,056) (1,708)
------------- -------------
Total deferred tax liabilities (2,921) (2,377)
------------- -------------
Net deferred tax assets $ 8,748 $ 9,736
============= =============
- -------------------------------------------------------------------------------------------------------
</TABLE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-17
<PAGE>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(6) INCOME TAXES (CONTINUED)
The following analysis reconciles the statutory Federal income tax rate
to the effective tax rates related to income from continuing operations before
income taxes and equity in income of joint ventures:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
2001 2000 1999
-----------------------------------------------------------------------------
Percent Percent Percent
of Pretax of Pretax of Pretax
Amount Income Amount Income Amount Income
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Provision (benefit) for income taxes at
U.S. statutory rates $ 6,722 35.0% $ 8,827 35.0% $ (1,994) (35.0%)
Increase (decrease) in taxes resulting from:
Percentage depletion (875) (4.6%) (1,190) (4.7%) (875) (15.4%)
State taxes 453 2.4% 463 1.8% 616 10.8%
Export incentives (155) (0.8%) (632) (2.5%) (518) (9.1%)
Nondeductible goodwill write-down - 0.0% - 0.0% 935 16.4%
Other 10 0.1% (313) (1.2%) 21 0.4%
----------- ----------- ---------- ---------- ----------- ----------
$ 6,155 32.1% $ 7,155 28.4% $ (1,815) (31.9%)
=========== =========== ========== ========== =========== ==========
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(7) LONG-TERM DEBT
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
December 31,
-------------------------------
2001 2000
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Short-term debt supported by revolving credit agreement $ 7,000 $ 42,000
Industrial revenue bond 5,000 5,000
Other notes payable 1,245 5,376
------------ -------------
13,245 52,376
Less: current portion - 1,042
------------ -------------
$ 13,245 $ 51,334
============ =============
- -----------------------------------------------------------------------------------------------------
</TABLE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-18
<PAGE>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(7) LONG-TERM DEBT (CONTINUED)
The Company has a committed $125,000 revolving credit agreement, which
matures October 31, 2003, with an option to extend for three additional one-year
periods. As of December 31, 2001, there was $118,000 in borrowing capacity
available under the line of credit. The revolving credit agreement is a
multi-currency arrangement, which allows the Company to borrow at an adjusted
LIBOR rate plus .25% to .75%, depending upon debt to capitalization ratios and
the amount of the credit line used. The interest rate at December 31, 2001 was
2.18%.
During 2000, the Company borrowed $5,000 using an industrial revenue
bond to finance the construction of a plant in Butler, Georgia. The note, which
matures in 2015, has a variable interest rate and is secured by the plant
assets. At December 31, 2001, the interest rate was 1.70%.
Maturities of long-term debt outstanding at December 31, 2001, were as
follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
2002 2003 2004 2005 2006 Thereafter
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Short-term debt supported by
revolving credit agreement $ - $ 7,000 $ - $ - $ - $ -
Industrial revenue bond and other
notes payable - 1,245 - - - 5,000
----------- ------------ ----------- ------------ ------------ ------------
$ - $ 8,245 $ - $ - $ - $ 5,000
=========== ============ =========== ============ ============ ============
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
The estimated fair value of the above notes at December 31, 2001, was
approximately equal to their carrying amounts based on discounting future cash
payments using current market interest rates for loans with similar terms and
maturities.
All loan agreements include covenants that require the maintenance of
specific minimum amounts of working capital, tangible net worth and various
financial ratios, and limit additional borrowings and guarantees. The Company
was in compliance with these financial covenants at December 31, 2001. The
Company is not required to maintain compensating balances.
During 2000, the Company renegotiated its debt covenants to reflect the
sale of the absorbent polymers segment. As a result of this transaction, the
payment of $25,000 in term notes was accelerated as a part of the transaction
resulting in an extraordinary loss from the early extinguishment of debt
amounting to $443, net of income taxes.
(8) MARKET RISKS AND FINANCIAL INSTRUMENTS
As a multinational corporation that manufactures and markets products
in countries throughout the world, the Company is subject to certain market
risks, including those related to foreign currency, interest rates and
government actions. The Company uses a variety of practices to manage these
market risks, including, when considered appropriate, derivative financial
instruments. The Company uses derivative financial instruments only for risk
management and does not use them for trading or speculative purposes.
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-19
<PAGE>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(8) MARKET RISKS AND FINANCIAL INSTRUMENTS (CONTINUED)
Exchange Rate Sensitivity
The Company is exposed to potential gains or losses from foreign
currency fluctuations affecting net investments and earnings denominated in
foreign currencies. The Company's primary exposures are to changes in exchange
rates for the U.S. dollar versus the euro, the British pound, the Canadian
dollar, the Australian dollar, the Mexican peso, the Thai baht and the Korean
won. The Company also has significant exposure to changes in exchange rates
between the British pound and the Euro.
The Company's various currency exposures often offset each other,
providing a natural hedge against currency risk. Periodically, specific foreign
currency transactions (e.g. inventory purchases, royalty payments, etc.) are
hedged with forward contracts to reduce the foreign currency risk. As of
December 31, 2001, the Company had no outstanding foreign currency contracts.
Interest Rate Sensitivity
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates. The table presents
principal cash flows and related weighted average interest rates by expected
maturity dates for debt obligations. Weighted average variable rates are based
on implied forward rates in the yield curve at the reporting date. The
information is presented in U.S. dollar equivalents, which is the Company's
reporting currency. The instruments' actual cash flows are denominated in U.S.
dollars (US), Chinese renminbi (RMB) and Thai baht (THB) as indicated in
parentheses.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Expected Maturity Date
--------------------------------------------------------------------------------------------
Fair
2002 2003 2004 2005 2006 Thereafter Total Value
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(US$ equivalent in thousands)
Long-term debt:
Variable rate (US) - 7,000 - - - 5,000 12,000 12,000
Average interest rate - 4.6% - - - - - -
Variable rate (RMB) 454 - - - - - 454 454
Average interest rate 6.2% - - - - - - -
Variable rate (THB) 791 - - - - - 791 791
Average interest rate 5.2% - - - - - - -
---------- --------- --------- --------- --------- ----------- ----------- ---------
1,245 7,000 - - - 5,000 13,245 13,245
Debt to be refinanced (1,245) 1,245 - - - - - -
---------- --------- --------- --------- --------- ----------- ----------- ---------
Total $ - $ 8,245 $ - $ - $ - $ 5,000 $ 13,245 $ 13,245
========== ========= ========= ========= ========= =========== =========== =========
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Company periodically uses interest rate swaps to manage interest
rate risk on debt securities. These instruments allow the Company to change
variable rate debt into fixed rate or fixed rate debt into variable rate.
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-20
<PAGE>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(8) MARKET RISKS AND FINANCIAL INSTRUMENTS (CONTINUED)
The Company is exposed to credit risk on certain assets, primarily cash
equivalents, short-term investments and accounts receivable. The credit risk
associated with cash equivalents and short-term investments is mitigated by the
Company's policy of investing in securities with high credit ratings and
investing through major financial institutions with high credit ratings.
The Company provides credit to customers in the ordinary course of
business and performs ongoing credit evaluations. Concentrations of credit risk
with respect to trade receivables are limited due to the large number of
customers comprising the Company's customer base. The Company currently believes
its allowance for doubtful accounts is sufficient to cover customer credit
risks. The Company's accounts receivable financial instruments are carried at
amounts that approximate fair value.
(9) LEASES
The Company has several noncancelable leases for railroad cars,
trailers, computer software, office equipment, certain automobiles, and office
and plant facilities. Total rent expense under operating lease agreements was
approximately $3,672, $2,928 and $3,362 in 2001, 2000 and 1999, respectively.
Additionally, the Company has two domestic facilities that are being subleased.
The following is a schedule of future minimum lease payments for
operating leases (with initial terms in excess of one year) and related sublease
income as of December 31, 2001:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Minimum Lease
Payments Sublease
-------------------------- Rental
Domestic Foreign Total Income
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Year ending December 31:
2002 $ 2,739 $ 49 $ 2,788 $ (679)
2003 1,964 37 2,001 (502)
2004 1,638 26 1,664 (289)
2005 1,517 11 1,528 (298)
2006 1,412 10 1,422 (306)
Thereafter 2,231 374 2,605 (503)
-------------- -------- --------- ---------
Total minimum lease payments (income) $ 11,501 $ 507 $ 12,008 $ (2,577)
============== ======== ========= =========
- ----------------------------------------------------------------------------------------
</TABLE>
(10) EMPLOYEE BENEFIT PLANS
The Company has noncontributory pension plans covering substantially
all of its domestic employees. The benefits are based upon years of service and
qualifying compensation. The Company's funding policy is to contribute annually
the maximum amount, calculated using the actuarially determined entry age normal
method, that can be deducted for federal income tax purposes. Contributions are
intended to provide not only for benefits attributed to services to date, but
also for those expected to be earned in the future.
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-21
<PAGE>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(10) EMPLOYEE BENEFIT PLANS (CONTINUED)
The following tables set forth pension obligations included in the
Company's balance sheet at December 31, 2001 and 2000:
- --------------------------------------------------------------------------------
Pension Benefits
-----------------------
2001 2000
- --------------------------------------------------------------------------------
Change in benefit obligations:
Beginning benefit obligation $ 21,215 $ 24,617
Service cost 1,053 1,311
Interest cost 1,556 1,593
Effect of curtailment - (1,640)
Effect of special termination benefits - 400
Effect of plan amendments 43 -
Actuarial (gain) loss 156 (3,130)
Benefits paid (1,049) (1,936)
---------- -----------
Ending benefit obligation $ 22,974 $ 21,215
========== ===========
Change in plan assets:
Beginning fair value $ 24,573 $ 21,773
Actual return (3,355) 3,819
Company contribution - 917
Benefits paid (1,049) (1,936)
---------- -----------
Ending fair value $ 20,169 $ 24,573
========== ===========
Funded status of the plan $ (2,805) $ 3,358
Unrecognized actuarial and investment gains, net (888) (6,838)
Prior service cost 471 457
Transition asset (498) (635)
---------- -----------
Accrued pension cost liability $ (3,720) $ (3,658)
========== ===========
- --------------------------------------------------------------------------------
Pension cost was comprised of:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
2001 2000 1999
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost - benefits earned during the year $ 1,053 $ 1,311 $ 1,708
Interest cost on accumulated benefit obligation 1,556 1,593 1,581
Expected return on plan assets (2,170) (1,994) (1,647)
Net amortization and deferral (377) (218) (101)
------- ------- -------
Net periodic pension cost $ 62 $ 692 $ 1,541
Curtailment gain - (1,104) -
------- ------- -------
Net periodic pension cost (income) after curtailment $ 62 $ (412) $ 1,541
======= ======= =======
- -------------------------------------------------------------------------------------
</TABLE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-22
<PAGE>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(10) EMPLOYEE BENEFIT PLANS (CONTINUED)
The curtailment in 2000 was related to the sale of the absorbent
polymers segment. All of the domestic absorbent polymers' employees were given
full vesting and paid their accrued pension benefit.
The valuations of the Company's pension benefit plans were performed as
of October 1, 2001 and 2000. The plan assets are invested in common stocks,
corporate bonds and notes, and guaranteed income contracts purchased from
insurance companies.
The key actuarial assumptions used to measure benefit obligations in
the Company's pension plans were as follows: the weighted average discount rate
used in determining the actuarial present value of the projected benefit
obligation was 7.25% in 2001 and 7.50% in 2000; the rate of increase in future
compensation levels was 5.75% in both years; and the expected long-term rate of
return on plan assets was 9.0% for both years.
In addition to the qualified plans outlined above, the Company sponsors
a supplementary pension plan that provides benefits in excess of qualified plan
limitations for certain employees. The unfunded, accrued liability for this plan
was $1,741 and $1,467 at December 31, 2001 and 2000, respectively.
The Company also has a savings plan for its U.S. personnel. The Company
makes annual contributions in an amount equal to an employee's contributions up
to a maximum of 4% of the employee's annual earnings. Company contributions are
made using Company stock purchased on the open market. Company contributions
under the savings plan were $1,223 in 2001, $1,349 in 2000 and $1,361 in 1999.
The Company also has a deferred compensation plan and a 401(k) restoration plan
for its executives.
The foreign pension plans, which are not subject to ERISA, are funded
using individual annuity contracts and, therefore, are not included in the
information reflected above.
(11) STOCK OPTION PLANS
The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No.123 (FAS 123), "Accounting for Stock-Based
Compensation," but applies the intrinsic value-based method in accordance with
Accounting Principles Board Opinion No. 25 and related interpretations in
accounting for its plans. Because the exercise price of each option granted
equals the market price of the Company's common stock at the date of grant, no
compensation cost has been recognized for the Company's stock option plans. Had
compensation cost for the Company's stock option plans been determined using the
fair value method of accounting described in FAS 123, the Company's net income
would have been changed to the pro forma amounts indicated below:
- ------------------------------------------------------------------------
2001 2000 1999
- ------------------------------------------------------------------------
Net income: As reported $ 13,231 $ 326,237 $ 22,234
Pro forma $ 12,579 $ 325,557 $ 21,188
Basic earnings per share: As reported $ 0.47 $ 11.85 $ 0.83
Pro forma $ 0.45 $ 11.83 $ 0.79
Diluted earnings per share: As reported $ 0.43 $ 10.90 $ 0.82
Pro forma $ 0.41 $ 10.87 $ 0.78
- ------------------------------------------------------------------------
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-23
<PAGE>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(11) STOCK OPTION PLANS (CONTINUED)
For purposes of calculating the compensation cost consistent with FAS
123, the fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in 2001, 2000 and 1999:
- -------------------------------------------------------------------
2001 2000 1999
- -------------------------------------------------------------------
Risk-free interest rate 5.1% 6.4% 4.9%
Expected life of option 6 yrs. 7 yrs. 6 yrs.
Expected dividend yield of stock 1.1% 1.0% 2.6%
Expected volatility of stock 52% 50% 45%
- -------------------------------------------------------------------
In connection with the sale of the Company's absorbent polymers
business to BASF AG, and the payment of a partial liquidation distribution to
the Company's shareholders (See Note 2, "Discontinued Operations"), the number
of shares underlying outstanding options was increased and the option price per
share was reduced in order to reflect the effects of the Company's equity
restructuring on outstanding option awards. As a result, immediately following
the equity restructuring, the aggregate intrinsic value of each option equaled
the aggregate intrinsic value before the equity restructuring. Further, vesting
provisions and the option period of each original grant remained the same. These
adjustments to the number of shares and the option price per share were made
effective June 30, 2000, and the tables which follow separately display option
activity before and after the equity restructuring.
The 1983, 1987 and 1993 Plans
The Company has reserved shares of its common stock for issuance of
incentive and nonqualified stock options to its directors, officers and key
employees in its 1983 Incentive Stock Option Plan, 1993 Stock Plan and 1987
Nonqualified Stock Option Plan. Options awarded under these plans, which entitle
the optionee to one share of common stock, may be exercised at a price equal to
the fair market value of the underlying common stock at the time of grant.
Options awarded under these plans generally vest 40% after two years and
continue to vest at the rate of 20% per year for each year thereafter, until
they are fully vested, unless a different vesting schedule is established by the
Compensation Committee of the Board of Directors on the date of grant. Options
are exercisable as they vest and expire 10 years after the date of grant, except
in the event of termination, retirement or death of the optionee, or a change in
control of the Company.
These plans are expired as of December 31, 2000, though options that
were granted prior to expiration of the plans continue to be valid until the
individual option grants expire. Changes in options outstanding are summarized
as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
December 31, 2001 December 31, 2000 December 31, 1999
---------------------------------------------------------------------------------
Weighted Weighted Weighted
Expired Stock Option Plans Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding at January 1 3,680,717 $ 1.94 1,478,256 $ 9.91 1,722,305 $ 9.48
Adjustment due to equity restructuring - - 4,100,584 - - -
Exercised (1,107,934) 1.74 (1,835,392) 3.88 (182,424) 5.19
Cancelled (41,746) 1.78 (62,731) 5.81 (61,625) 11.71
------------ ------------- ------------
Options outstanding at December 31 2,531,037 2.03 3,680,717 1.94 1,478,256 9.91
============ ============= ============
Options exercisable at December 31 1,981,388 2,558,277 974,832
============ ============= ============
Shares available for future grant at
December 31 - - -
============ ============= ============
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-24
<PAGE>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(11) STOCK OPTION PLANS (CONTINUED)
1998 Long-Term Incentive Plan
The Company reserved 2,900,000 shares of its common stock (after
adjustment for the equity restructuring related to the sale of the absorbent
polymers segment) for issuance to its officers, directors and key employees.
This plan provides for the award of incentive stock options, nonqualified stock
options, restricted stock, stock appreciation rights and phantom stock.
Different terms and conditions apply to each form of award made under the plan.
To date, only nonqualified stock options have been awarded. Options awarded
under this plan, which entitle the optionee to one share of common stock, may be
exercised at a price equal to the fair market value of the underlying common
stock at the time of grant. Options awarded under the plan generally vest 40%
after two years and continue to vest at the rate of 20% per year for each year
thereafter, until they are fully vested, unless a different vesting schedule is
established by the Compensation Committee of the Board of Directors on the date
of grant. Options are exercisable as they vest and expire 10 years after the
date of grant, except in the event of termination, retirement or death of the
optionee or a change in control of the Company. Changes in options outstanding
are summarized as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
December 31, 2001 December 31, 2000 December 31, 1999
---------------------------------------------------------------------------------
Weighted Weighted Weighted
1998 Long-Term Incentive Plan Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding at January 1 1,574,447 $ 2.10 312,845 $ 9.64 20,000 $ 14.06
Adjustment due to equity restructuring - - 1,117,187
Granted 326,050 4.95 288,500 3.88 306,000 9.33
Exercised (156,852) 1.75 (93,844) 5.51 - -
Cancelled (50,483) 2.85 (50,241) 6.02 (13,155) 9.00
----------- ----------- -----------
Options outstanding at December 31 1,693,162 2.66 1,574,447 2.10 312,845 9.64
=========== =========== ===========
Options exercisable at December 31 394,273 48,214 5,600
=========== =========== ===========
Shares available for future grant at
December 31 956,142 231,709 1,587,155
=========== =========== ===========
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
All Stock Option Plans
The following table summarizes information about stock options outstanding
and exercisable at December 31, 2001:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Options Outstanding Options Exercisable
---------------------------------------------------------------------------------
Weighted
Range of exercise prices Average Weighted Weighted
Number Remaining Average Number Average
of Contractual Exercise Of Exercise
Shares Life (Yrs.) Price Shares Price
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 0.455 - $ 1.568 1,233,782 5.96 $ 1.526 630,312 $ 1.485
1.786 - 2.062 1,168,746 4.25 1.985 987,577 1.971
2.091 - 2.381 1,142,307 5.43 2.294 698,078 2.300
2.450 - 5.000 679,364 8.61 4.170 59,694 2.450
---------- ----------
Total 4,224,199 5.77 2.286 2,375,661 1.951
========== ==========
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-25
<PAGE>
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(12) ACCRUED LIABILITIES
Accrued liabilities at December 31 consisted of:
- ------------------------------------------------------
2001 2000
- ------------------------------------------------------
Accrued severance taxes $ 2,329 $ 2,062
Accrued employee costs 4,326 3,675
Accrued vacation pay 1,438 1,446
Accrued bonus 3,655 2,403
Accrued commissions 1,738 1,712
Other 8,358 9,981
----------- -----------
$ 21,844 $ 21,279
=========== ===========
- ------------------------------------------------------
(13) CONTINGENCIES
The Company is party to a number of lawsuits arising in the normal
course of its business. The Company does not believe that any pending litigation
will have a material adverse effect on its consolidated financial position.
(14) QUARTERLY RESULTS (UNAUDITED)
Unaudited summarized results for each quarter in 2001 and 2000 are as
follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
2001 Quarter
----------------------------------------------------------
First Second Third Fourth
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Minerals $ 38,837 $ 36,437 $ 38,205 $ 36,466
Environmental 20,113 27,576 30,549 25,528
Transportation 7,562 8,513 8,832 8,226
Intersegment shipping (2,134) (2,855) (3,468) (3,099)
------------ ------------ ------------ ------------
Net sales $ 64,378 $ 69,671 $ 74,118 $ 67,121
============ ============ ============ ============
Minerals $ 6,821 $ 7,021 $ 6,890 $ 6,857
Environmental 7,436 8,764 10,268 8,728
Transportation 803 904 954 859
------------ ------------ ------------ ------------
Gross profit $ 15,060 $ 16,689 $ 18,112 $ 16,444
============ ============ ============ ============
Minerals $ 3,677 $ 3,653 $ 3,528 $ 3,839
Environmental 2,680 4,052 5,374 3,048
Transportation 307 362 405 289
Corporate (3,530) (3,170) (2,949) (3,000)
------------ ------------ ------------ ------------
Operating profit $ 3,134 $ 4,897 $ 6,358 $ 4,176
============ ============ ============ ============
Income (loss) from continuing operations $ 3,054 $ 2,963 $ 4,345 $ 2,776
============ ============ ============ ============
Discontinued operations and extraordinary loss $ (324) $ 44 $ (257) $ 630
============ ============ ============ ============
Net income (loss) $ 2,730 $ 3,007 $ 4,088 $ 3,406
============ ============ ============ ============
Basic earnings (loss) per share $ 0.09 $ 0.11 $ 0.15 $ 0.12
============ ============ ============ ============
Diluted earnings (loss) per share $ 0.08 $ 0.10 $ 0.14 $ 0.11
============ ============ ============ ============
- --------------------------------------------------------------------------------------------------------
</TABLE>
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-26
<PAGE>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
2000 Quarter
----------------------------------------------------------
First Second Third Fourth
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Minerals $ 42,718 $ 41,574 $ 39,242 $ 39,940
Environmental 19,281 26,402 29,598 22,729
Transportation 7,935 8,597 8,832 8,672
Intersegment shipping (2,269) (3,067) (3,293) (2,749)
------------ ------------- ------------ ------------
Net sales $ 67,665 $ 73,506 $ 74,379 $ 68,592
============ ============= ============ ============
Minerals $ 9,000 $ 8,493 $ 7,998 $ 8,385
Environmental 6,433 8,205 9,460 6,832
Transportation 838 928 939 887
------------ ------------- ------------ ------------
Gross profit $ 16,271 $ 17,626 $ 18,397 $ 16,104
============ ============= ============ ============
Minerals $ 6,000 $ 5,277 $ 4,774 $ 5,245
Environmental 1,848 3,294 4,904 1,548
Transportation 323 406 396 352
Corporate (3,984) (3,682) (5,003) (3,728)
------------ ------------- ------------ ------------
Operating profit $ 4,187 $ 5,295 $ 5,071 $ 3,417
============ ============= ============ ============
Income from continuing operations $ 3,022 $ 5,412 $ 5,562 $ 4,539
============ ============= ============ ============
Discontinued operations and extraordinary loss $ 2,715 $ 316,458 $ (2,438) $ (9,033)
============ ============= ============ ============
Net income (loss) $ 5,737 $ 321,870 $ 3,124 $ (4,494)
============ ============= ============ ============
Basic earnings (loss) per share $ 0.21 $ 11.71 $ 0.11 $ (0.18)
============ ============= ============ ============
Diluted earnings (loss) per share $ 0.20 $ 10.76 $ 0.10 $ (0.16)
============ ============= ============ ============
- --------------------------------------------------------------------------------------------------------
</TABLE>
The sum of earnings per share for the 2000 quarters does not equal the
full year amount due to rounding and the impact of changes in the average shares
outstanding.
(15) BUSINESS REALIGNMENT AND OTHER CHARGES
During 2000, the Company engaged an investment banking firm to help
management evaluate various strategic options to enhance shareholder value. The
Company engaged in significant discussions regarding the disposition of its
businesses, including the sale of certain parts and the potential spin-off of
the Nanocor, Inc. subsidiary. In the process, the Company incurred approximately
$2,400 in professional fees. These expenses have been included as a component of
business realignment and other charges.
As a result of the poor operating performance of some of the Company's
subsidiaries, recoverability of their long-lived assets was assessed. That
assessment indicated certain intangibles and fixed assets would not be recovered
through future undiscounted cash flows expected to be generated by their
operations. As a result, asset impairment charges were recorded in 1999. Details
of the components of the charges are contained in the table below. The assets
were written down to fair value as estimated by discounting expected future cash
flows using an incremental borrowing rate.
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F-27
<PAGE>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The business realignment and other charges included the following:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
2000 1999
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Expenses associated with business realignment activities $ 2,357 $ -
Write-down of goodwill and asset impairments - 9,470
Write-down of assets associated with the Norwegian environmental business - 2,105
---------- -----------
Amount charged to operating profit 2,357 11,575
Income tax benefit associated with the above 907 3,330
---------- -----------
Impact on income from continuing operations $ 1,450 $ 8,245
========== ===========
Diluted earnings per share impact $ 0.05 $ 0.30
========== ===========
- -----------------------------------------------------------------------------------------------------
</TABLE>
Schedule II
Valuation and Qualifying Accounts
(Dollars in thousands)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Additions
----------------------------
Charged Balance
Balance at Charged to (credited) at end
beginning costs and to other Other charges of
Year Description of year expenses account/(2)/ add (deduct)/(1)/ year
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2001 Allowance for doubtful accounts $ 2,232 $ 929 $ - $ (1,034) $ 2,127
============ ============ ============= ============== =========
2000 Allowance for doubtful accounts $ 2,415 $ 946 $ (353) $ (776) $ 2,232
============ ============ ============= ============== =========
1999 Allowance for doubtful accounts $ 1,551 $ 2,512 $ - $ (1,648) $ 2,415
============ ============ ============= ============== =========
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
___________
/(1)/ Bad debts written off.
/(2)/ Disposition of business units.
F-28
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this annual report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: March 20, 2002
AMCOL INTERNATIONAL CORPORATION
By: /s/ Lawrence E. Washow
-------------------------------------
Lawrence E. Washow
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ John Hughes March 20, 2002
- -------------------------------------------------
John Hughes
Chairman of the Board and Director
/s/ Lawrence E. Washow March 20, 2002
- -------------------------------------------------
Lawrence E. Washow
President and Chief Executive Officer
and Director
/s/ Gary L. Castagna March 20, 2002
- -------------------------------------------------
Gary L. Castagna
Senior Vice President and Chief Financial Officer;
Treasurer and Chief Accounting Officer
/s/ C. Eugene Ray March 20, 2002
- -------------------------------------------------
C. Eugene Ray
Director
/s/ Jay D. Proops March 20, 2002
- -------------------------------------------------
Jay D. Proops
Director
/s/ Robert E. Driscoll, III March 20, 2002
- -------------------------------------------------
Robert E. Driscoll, III
Director
/s/ Clarence O. Redman March 20, 2002
- -------------------------------------------------
Clarence O. Redman
Director
/s/ Arthur Brown March 20, 2002
- -------------------------------------------------
Arthur Brown
Director
/s/ Dale E. Stahl March 20, 2002
- -------------------------------------------------
Dale E. Stahl
Director
/s/ Audrey L. Weaver March 20, 2002
- -------------------------------------------------
Audrey L. Weaver
Director
/s/ Paul C. Weaver March 20, 2002
- -------------------------------------------------
Paul C. Weaver
Director
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
- -------
3.1 Restated Certificate of Incorporation of the Company /(5)/, as
amended /(10)/, as amended /(16)/
3.2 Bylaws of the Company /(10)/
4 Article Four of the Company's Restated Certificate of Incorporation
/(5)/, as amended /(16)/
10.1 AMCOL International Corporation 1983 Incentive Stock Option Plan
/(1)/; as amended /(3)/
10.3 Lease Agreement for office space dated September 29, 1986, between
the Company and American National Bank and Trust Company of Chicago;
/(1)/ First Amendment dated June 2, 1994 /(8)/; Second Amendment
dated June 2, 1997 /(13)/
10.4 AMCOL International Corporation 1987 Non-Qualified Stock Option Plan
/(2)/; as amended /(6)/
10.7 Change in Control Agreement dated September 20, 2000, by and between
Registrant and Lawrence E. Washow /(21)/
10.8 Change in Control Agreement dated September 22, 2000, by and between
Registrant and Peter L. Maul /(21)/
10.9 AMCOL International Corporation Dividend Reinvestment and Stock
Purchase Plan /(4)/; as amended /(6)/
10.10 AMCOL International Corporation 1993 Stock Plan, as amended and
restated /(10)/
10.11 Credit Agreement by and among AMCOL International Corporation and
Harris Trust and Savings Bank, individually and as agent, NBD Bank,
LaSalle National Bank and the Northern Trust Company dated October 4,
1994 /(7)/; First Amendment to Credit Agreement dated September 25,
1995 /(9)/, Second Amendment to Credit Agreement dated March 28, 1996
(-), Third Amendment to Credit Agreement dated September 12, 1996
/(11)/, Fourth Amendment to Credit Agreement dated December 15, 1998
/(18)/ and Fifth Amendment to Credit Agreement dated May 26, 2000
/(20)/
10.15 AMCOL International Corporation 1998 Long-Term Incentive Plan /(15)/,
as amended /(22)/
10.16 Change in Control Agreement dated September 21, 2000, by and between
Registrant and Ryan F. McKendrick /(21)/
10.17 Asset and Stock Purchase Agreement dated November 22, 1999 by and
between the Registrant and BASF Aktiengesellschaft /(19)/
10.18 Change in Control Agreement dated September 28, 2000, by and between
Registrant and Frank B. Wright, Jr. /(21)/
10.19 Change in Control Agreement dated September 22, 2000, by and between
Registrant and Gary D. Morrison /(21)/
10.24 Special Retention Agreement dated September 18, 2000, by and between
Registrant and Peter L. Maul ** /(21)/
10.25 Change of Control Agreement dated May 17, 2001, by and between
Registrant and Gary Castagna /(23)/
21 Subsidiary List
23 Consent of KPMG LLP
27 Financial Data Schedule
* Management contract or compensatory plan or arrangement required to
be filed as an exhibit to this Annual Report on Form 10-K pursuant to
Item 14(c) of Form 10-K.
** Portions of these exhibits have been omitted pursuant to a request
for confidential treatment.
- -----------------------------------
/(1)/ Exhibit is incorporated by reference to the Registrant's Form 10
filed with the Securities and Exchange Commission on July 27, 1987.
/(2)/ Exhibit is incorporated by reference to the Registrant's Form 10-K
filed with the Securities and Exchange Commission for the year
ended December 31, 1988.
/(3)/ Exhibit is incorporated by reference to the Registrant's Form 10-K
filed with the Securities and Exchange Commission for the year
ended December 31, 1993.
/(4)/ Exhibit is incorporated by reference to the Registrant's Form 10-K
filed with the Securities and Exchange Commission for the year
ended December 31, 1992.
/(5)/ Exhibit is incorporated by reference to the Registrant's Form S-3
filed with the Securities and Exchange Commission on September 15,
1993.
/(6)/ Exhibit is incorporated by reference to the Registrant's Form 10-K
filed with the Securities and Exchange Commission for the year
ended December 31, 1993.
/(7)/ Exhibit is incorporated by reference to the Registrant's Form 10-Q
filed with the Securities and Exchange Commission for the quarter
ended September 30, 1994.
/(8)/ Exhibit is incorporated by reference to the Registrant's Form 10-K
filed with the Securities and Exchange Commission for the year
ended December 31, 1994.
/(9)/ Exhibit is incorporated by reference to the Registrant's Form 10-Q
filed with the Securities and Exchange Commission for the quarter
ended September 30, 1995.
/(10)/ Exhibit is incorporated by reference to the Registrant's Form 10-K
filed with the Securities and Exchange Commission for the year
ended December 31, 1995.
/(11)/ Exhibit is incorporated by reference to the Registrant's Form 10-K
filed with the Securities and Exchange Commission for the year
ended December 31, 1996.
/(13)/ Exhibit is incorporated by reference to the Registrant's Form 10-Q
filed with the Securities and Exchange Commission for the quarter
ended June 30, 1997.
<PAGE>
/(15)/ Exhibit is incorporated by reference to the Registrant's Form S-8
(File 333-56017) filed with the Securities and Exchange Commission
June 4, 1998.
/(16)/ Exhibit is incorporated by reference to the Registrant's Form 10-Q
filed with the Securities and Exchange Commission for the quarter
ended June 30, 1998.
/(18)/ Exhibit is incorporated by reference to the Registrant's Form 10-Q
filed with the Securities and Exchange Commission for the quarter
ended September 30, 1999.
/(19)/ Exhibit is incorporated by reference to the Registrant's Form 10-K
filed with the Securities and Exchange Commission for the year
ended December 31, 1999.
/(20)/ Exhibit is incorporated by reference to the Registrant's Form 10-Q
filed with the Securities and Exchange Commission for the quarter
ended June 30, 2000.
/(21)/ Exhibit is incorporated by reference to the Registrant's Form 10-Q
filed with the Securities and Exchange Commission for the quarter
ended September 30, 2000.
/(22)/ Exhibit is incorporated by reference to the Registrant's Form S-8
(File 333-68664) filed with the Securities and Exchange Commission
on August 30, 2001.
/(23)/ Exhibit is incorporated by reference to the Registrant's Form 10-Q
filed with the Securities and Exchange Commission for the quarter
ended June 30, 2001, as amended, filed August 15, 2001.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>3
<FILENAME>dex21.txt
<DESCRIPTION>SUSIDIARIES OF THE REGISTRANT
<TEXT>
<PAGE>
EXHIBIT 21
AMCOL INTERNATIONAL CORPORATION
SUBSIDIARY LISTING
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
COMPANY NAME COUNTRY STATE OWNERSHIP %
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ACP Export, Inc. U.S. Virgin Islands 100
- -----------------------------------------------------------------------------------------------------------------------------------
AMCOL (Holdings) Ltd. England 100
- -----------------------------------------------------------------------------------------------------------------------------------
AMCOL Holdings Canada Ltd. Canada Ontario 100
- -----------------------------------------------------------------------------------------------------------------------------------
AMCOL International Corporation USA DE Parent
- -----------------------------------------------------------------------------------------------------------------------------------
American Colloid Company USA DE 100
- -----------------------------------------------------------------------------------------------------------------------------------
Ameri-Co Carriers, Inc. USA NE 100
- -----------------------------------------------------------------------------------------------------------------------------------
Ameri-Co Logistics, Inc. USA NE 100
- -----------------------------------------------------------------------------------------------------------------------------------
Ashapura Minechem Ltd. India 20
- -----------------------------------------------------------------------------------------------------------------------------------
Ashapura Volclay Private Limited India 50
- -----------------------------------------------------------------------------------------------------------------------------------
CETCO (Europe) Limited England 100
- -----------------------------------------------------------------------------------------------------------------------------------
CETCO Australia Pty. Ltd. Australia 100
- -----------------------------------------------------------------------------------------------------------------------------------
CETCO Environmental Technologies Pte Ltd Singapore 100
- -----------------------------------------------------------------------------------------------------------------------------------
CETCO Holdings B.V. Netherlands 100
- -----------------------------------------------------------------------------------------------------------------------------------
CETCO Korea Ltd. Korea 100
- -----------------------------------------------------------------------------------------------------------------------------------
CETCO-POLAND Sp. z o. o Poland 100
- -----------------------------------------------------------------------------------------------------------------------------------
Colloid Environmental Technologies Company USA DE 100
- -----------------------------------------------------------------------------------------------------------------------------------
Egypt Bentonite & Derivatives Company Egypt 25
- -----------------------------------------------------------------------------------------------------------------------------------
Egypt Mining & Drilling Chemicals Company Egypt 25
- -----------------------------------------------------------------------------------------------------------------------------------
Montana Minerals Development Company USA MT 100
- -----------------------------------------------------------------------------------------------------------------------------------
Nanocor, Inc. USA DE 100
- -----------------------------------------------------------------------------------------------------------------------------------
Nanocor, Ltd. England 100
- -----------------------------------------------------------------------------------------------------------------------------------
Nissho Iwai Bentonite Co., Ltd. Japan 19
- -----------------------------------------------------------------------------------------------------------------------------------
Redhill Volclay Co. Ltd. China 49
- -----------------------------------------------------------------------------------------------------------------------------------
Volclay de Mexico, S.A. de C.V. Mexico 49
- -----------------------------------------------------------------------------------------------------------------------------------
Volclay DongMing Industrial Minerals Co., Ltd. China 75
- -----------------------------------------------------------------------------------------------------------------------------------
Volclay Holdings B.V. Netherlands 100
- -----------------------------------------------------------------------------------------------------------------------------------
Volclay International Corporation USA DE 100
- -----------------------------------------------------------------------------------------------------------------------------------
Volclay Korea Ltd. Korea 100
- -----------------------------------------------------------------------------------------------------------------------------------
Volclay Pty. Ltd. Australia 100
- -----------------------------------------------------------------------------------------------------------------------------------
Volclay Siam Ltd. Thailand 100
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>dex23.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>
EXHIBIT 23
The Board of Directors
AMCOL International Corporation:
We consent to incorporation by reference in the registration statements (Nos.
33-34109, 33-55540, 33-73350 and 333-56017) on Form S-8 of AMCOL International
Corporation of our report dated March 1, 2002, relating to the consolidated
balance sheets of AMCOL International Corporation and subsidiaries as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, comprehensive income, stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 2001, and the related
schedule, which report appears in the December 31, 2001 annual report on Form
10-K of AMCOL International Corporation.
Chicago, Illinois
March 23, 2002
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----