MINERALS TECHNOLOGIES INC

Previous wording

Our consolidated sales for the first quarter of 2024 were $534.5 million, a decrease of 2% as compared with $546.1 million in the prior year. Income from operations was $75.2 million, as compared with $63.0 million in the prior year. Included in income from operations for the first quarter of 2024 was $2.1 million of litigation expenses incurred in connection with the bankruptcy of the Company's subsidiaries, Barretts Minerals Inc. ("BMI") and Barretts Ventures Texas LLC (together with BMI, "Barretts"). Net income was $46.7 million, as compared to $37.0 million in the first quarter of 2023. Diluted earnings in the first quarter ended March 31, 2024 were $1.44 per share, as compared with $1.14 per share in the first quarter of 2023.

Current wording

Net income was $19.7 million, as compared to $26.6 million in the second quarter of 2023. Diluted earnings in the second quarter ended June 30, 2024 were $0.61 per share, as compared with $0.82 per share in the second quarter of 2023.

Previous wording

Our balance sheet continues to be strong. Cash, cash equivalents and short-term investments were $320.1 million as of March 31, 2024 and the Company had more than $500 million of available liquidity, including cash on hand as well as availability under its revolving credit facility. We believe that these factors will allow us to meet our anticipated funding requirements.

Current wording

Our balance sheet continues to be strong. Cash, cash equivalents and short-term investments were $316.4 million as of June 30, 2024 and the Company had more than $500 million of available liquidity, including cash on hand as well as availability under its revolving credit facility. We believe that these factors will allow us to meet our anticipated funding requirements.

Previous wording

Worldwide net sales decreased 2% to $534.5 million in the first quarter from $546.1 million in the prior year. Included in sales from the prior year were $13.1 million of sales related to BMI, which was deconsolidated in the fourth quarter of 2023.

Current wording

Worldwide net sales decreased 2% to $541.2 million in the second quarter from $551.5 million in the prior year. Included in sales from the prior year were $13.7 million of sales related to Oldco, which was deconsolidated in the fourth quarter of 2023.

Previous wording

Net sales in the United States were $275.1 million in the first quarter of 2024, as compared to $288.0 million in the prior year, a decrease of 4%. International sales increased 1% to $259.4 million from $258.1 million in the prior year.

Current wording

Net sales in the United States were $281.3 million in the second quarter of 2024, as compared to $294.7 million in the prior year, a decrease of 5%. International sales increased 1% to $259.9 million from $256.8 million in the prior year.

Previous wording

Cost of sales was $398.6 million and represented 74.6% of sales for the three month period ended March 31, 2024, as compared with $425.4 million and 77.9% of sales in the prior year. Production margin increased from 22.1% of sales in the prior year to 25.4% of sales in the first quarter of 2024. This increase was primarily due to price and cost management as well as productivity improvements.

Current wording

Cost of sales was $397.3 million and represented 73.4% of sales for the three month period ended June 30, 2024, as compared with $423.5 million and 76.8% of sales in the prior year. Production margin increased from 23.2% of sales in the prior year to 26.6% of sales in the second quarter of 2024. This increase was primarily due to price and cost management as well as productivity improvements.

Previous wording

Marketing and administrative costs were $53.0 million and 9.9% of sales for the three months ended March 31, 2024, as compared to $52.3 million and 9.6% of sales in the prior year.

Current wording

Marketing and administrative costs were $53.3 million and 9.8% of sales for the three months ended June 30, 2024, as compared to $51.8 million and 9.4% of sales in the prior year.

Previous wording

Research and development expenses were $5.6 million and represented 1.0% of sales for the three months ended March 31, 2024, as compared with $5.3 million and 1.0% of sales in the prior year.

Current wording

Research and development expenses were $5.8 million and represented 1.1% of sales for the three months ended June 30, 2024, as compared with $5.6 million and 1.0% of sales in the prior year.

Previous wording

The Company recorded income from operations of $75.2 million as compared to $63.0 million in the prior year. Operating income during the three months ended March 31, 2024 includes litigation expenses of $2.1 million in connection with BMI's bankruptcy.

Current wording

The Company recorded income from operations of $50.6 million as compared to $49.9 million in the prior year. Operating income during the three months ended June 30, 2024 includes a $30.0 million provision for credit loss in connection with the DIP Credit Agreement. In addition, the Company recorded litigation expenses of $4.2 million and $13.9 million in connection with Oldco's bankruptcy proceedings during the three months ended June 30, 2024 and July 2, 2023, respectively.

Previous wording

In the first quarter of 2024, non-operating deductions were $15.1 million, as compared with $15.3 million in the prior year. The Company had higher interest expense in the current year resulting from higher interest rates. Included in other non-operating deductions in the first quarter of 2024 was net interest expense of $14.9 million, as compared to $14.2 million in the first quarter of the prior year.

Current wording

In the second quarter of 2024, non-operating deductions were $16.0 million, as compared with $15.9 million in the prior year. The Company had higher interest expense in the current year resulting from higher interest rates. Included in other non-operating deductions in the second quarter of 2024 was net interest expense of $14.9 million, as compared to $14.5 million in the second quarter of the prior year.

Previous wording

Net sales in the Consumer & Specialties segment was $296.9 million for the three months ended March 31, 2024, as compared with $297.3 million in the prior year. Household & Personal Care sales increased 7% to $138.4 million, as compared with $129.2 million in the prior year on continued strong demand for our pet litter products as well as growth in other high-margin consumer-oriented products. Sales in Specialty Additives decreased $9.6 million, or 6% as compared with prior year. Included in sales from the prior year were $13.1 million of sales related to BMI, which was deconsolidated in the fourth quarter of 2023.

Current wording

Net sales in the Consumer & Specialties segment was $284.3 million for the three months ended June 30, 2024, as compared with $290.3 million in the prior year. Household & Personal Care sales increased 1% to $126.8 million, as compared with $125.5 million in the prior year. Growth in several consumer-oriented products offset temporary lower volumes in pet care products. Sales in Specialty Additives decreased $7.3 million, or 4% as compared with prior year. Included in sales from the prior year were $13.7 million of sales related to Oldco, which was deconsolidated in the fourth quarter of 2023.

Previous wording

Income from operations was $42.0 million and represented 14.1% of sales, as compared to $32.2 million in the prior year and 10.8% of sales, a 30% improvement. This increase was the result of volume growth, productivity improvement, pricing and cost control.

Current wording

Income from operations was $43.9 million and represented 15.4% of sales, as compared to $19.4 million in the prior year and 6.7% of sales. The segment's improved performance was the result of volume growth, productivity improvement, pricing and cost control. Included in income from operations in the prior year were litigation expenses of $13.9 million and restructuring charges of $0.6 million.

Previous wording

Net sales in the Engineered Solutions segment decreased 5% to $237.6 million from $248.8 million in the prior year primarily driven by slow commercial construction market conditions in North America. High-Temperature Technologies sales decreased 1% to $177.3 million, as compared with $178.6 in the prior year. Environmental & Infrastructure sales decreased 14% to $60.3 million, as compared with $70.2 million in the prior year due to slow commercial construction market conditions and two large remediation projects that were completed in the first quarter of 2023.

Current wording

Net sales in the Engineered Solutions segment decreased 2% to $256.9 million from $261.2 million in the prior year. High-Temperature Technologies sales increased 1% to $184.7 million, as compared with $182.6 in the prior year. Environmental & Infrastructure sales decreased 8% to $72.2 million, as compared with $78.6 million in the prior year due to slow commercial construction market combined with lower environmental project work.

Previous wording

Income from operations was $38.5 million and 16.2% of sales as compared with $35.3 million and 14.2% of sales in the prior year driven by strong operating performance in High-Temperature Technologies.

Current wording

Income from operations was $44.7 million and 17.4% of sales as compared with $35.2 million and 13.5% of sales in the prior year driven by strong operating performance in High-Temperature Technologies. Included in income from operations for the three months ended July 2, 2023 are $3.2 million of restructuring expenses.

Previous wording

Cash provided from operations during the three months ended March 31, 2024, was approximately $55.9 million. Cash flows provided from operations during the first three months of 2024 were principally used to fund capital expenditures, repay debt, repurchase shares, and to pay the Company’s dividend to common shareholders. The aggregate maturities of long-term debt are as follows: remainder of 2024 - $14.4 million; 2025 - $31.7 million; 2026 - $41.9 million; 2027 - $443.7 million; 2028 - $400.0 million; thereafter - $0.0 million.

Current wording

Cash provided from operations during the six months ended June 30, 2024, was approximately $106.0 million. Cash flows provided from operations during the first three months of 2024 were principally used to fund capital expenditures, repay debt, repurchase shares, and to pay the Company’s dividend to common shareholders. The aggregate maturities of long-term debt are as follows: remainder of 2024 - $10.8 million; 2025 - $31.7 million; 2026 - $41.9 million; 2027 - $443.7 million; 2028 - $400.0 million; thereafter - $0.0 million.

Previous wording

Loans under the Senior Secured Credit Facilities will bear interest at a rate equal to, at the election of the Company, Term SOFR plus a credit spread adjustment equal to 0.100% plus an applicable margin equal to 1.500% per annum or a base rate plus an applicable margin equal to 0.500% per annum, subject in each case to (a) an increase of 25 basis points in the event that, and for so long as, the net leverage ratio (as defined in the Amended Credit Agreement) is greater than or equal to 3.00 to 1.00 as of the last day of the preceding fiscal quarter, (b) a decrease of 12.5 basis points in the event that, and for so long as, the net leverage ratio is less than 2.00 to 1.00 and greater than or equal to 1.00 to 1.00 as of the last day of the preceding fiscal quarter and (c) an decrease of 25 basis points in the event that, and for so long as, the net leverage ratio is less than 1.00 to 1.00 as of the last day of the preceding fiscal quarter. The Company will pay certain fees under the Amended Credit Agreement, including (a) a commitment fee of 0.250% per annum on the undrawn portion of the Revolving Facility (subject to a step-up to 0.300% and step-downs to 0.175% and 0.150% at the same levels described above), (b) a fronting fee of 0.125% per annum on the average daily undrawn amount of, plus unreimbursed amounts in respect of disbursements under, letters of credit issued under the Revolving Facility and (c) customary annual administration fees. The obligations of the Company under the Senior Secured Credit Facilities are unconditionally guaranteed jointly and severally by, subject to certain exceptions, all material domestic subsidiaries of the Company (the “Guarantors”) and secured, subject to certain exceptions, by a security interest in substantially all of the tangible and intangible assets of the Company and the Guarantors. In the third quarter of 2023, the Company’s subsidiaries Barretts Minerals Inc. and Barretts Ventures Texas LLC were removed as borrowers under, and Guarantors of, the Senior Secured Credit Facilities.

Current wording

Loans under the Senior Secured Credit Facilities will bear interest at a rate equal to, at the election of the Company, Term SOFR plus a credit spread adjustment equal to 0.100% plus an applicable margin equal to 1.500% per annum or a base rate plus an applicable margin equal to 0.500% per annum, subject in each case to (a) an increase of 25 basis points in the event that, and for so long as, the net leverage ratio (as defined in the Amended Credit Agreement) is greater than or equal to 3.00 to 1.00 as of the last day of the preceding fiscal quarter, (b) a decrease of 12.5 basis points in the event that, and for so long as, the net leverage ratio is less than 2.00 to 1.00 and greater than or equal to 1.00 to 1.00 as of the last day of the preceding fiscal quarter and (c) an decrease of 25 basis points in the event that, and for so long as, the net leverage ratio is less than 1.00 to 1.00 as of the last day of the preceding fiscal quarter. The Company will pay certain fees under the Amended Credit Agreement, including (a) a commitment fee of 0.250% per annum on the undrawn portion of the Revolving Facility (subject to a step-up to 0.300% and step-downs to 0.175% and 0.150% at the same levels described above), (b) a fronting fee of 0.125% per annum on the average daily undrawn amount of, plus unreimbursed amounts in respect of disbursements under, letters of credit issued under the Revolving Facility and (c) customary annual administration fees. The obligations of the Company under the Senior Secured Credit Facilities are unconditionally guaranteed jointly and severally by, subject to certain exceptions, all material domestic subsidiaries of the Company (the “Guarantors”) and secured, subject to certain exceptions, by a security interest in substantially all of the tangible and intangible assets of the Company and the Guarantors. In the third quarter of 2023, the Company’s subsidiaries Oldco and BVT were removed as borrowers under, and Guarantors of, the Senior Secured Credit Facilities.

Previous wording

As of March 31, 2024, there were $75.0 million in loans and $9.1 million in letters of credit outstanding under the Revolving Facility.

Current wording

As of June 30, 2024, there were $69.0 million in loans and $9.1 million in letters of credit outstanding under the Revolving Facility.

Previous wording

On June 30, 2020, the Company issued $400 million aggregate principal amount of 5.0% Senior Notes due 2028 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The Notes bear an interest rate of 5.0% per annum payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2021. The Notes are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly owned domestic restricted subsidiaries that is a borrower under or that guarantees the Company’s obligations under its Senior Secured Credit Facilities or that guarantees the Company’s or any of the Company’s wholly owned domestic subsidiaries’ long-term indebtedness in an aggregate amount in excess of $50 million. In the third quarter of 2023, the Company’s subsidiaries Barretts Minerals Inc. and Barretts Ventures Texas LLC were removed as guarantors of the Notes.

Current wording

On June 30, 2020, the Company issued $400 million aggregate principal amount of 5.0% Senior Notes due 2028 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The Notes bear an interest rate of 5.0% per annum payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2021. The Notes are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly owned domestic restricted subsidiaries that is a borrower under or that guarantees the Company’s obligations under its Senior Secured Credit Facilities or that guarantees the Company’s or any of the Company’s wholly owned domestic subsidiaries’ long-term indebtedness in an aggregate amount in excess of $50 million. In the third quarter of 2023, the Company’s subsidiaries Oldco and BVT were removed as guarantors of the Notes.

Previous wording

The Company has a committed loan facility in Japan. As of March 31, 2024, $1.2 million was outstanding under this loan facility. Principal will be repaid in accordance with the payment schedule ending in 2026. The Company repaid $0.1 million on this facility during 2024.

Current wording

The Company has a committed loan facility in Japan. As of June 30, 2024, $1.1 million was outstanding under this loan facility. Principal will be repaid in accordance with the payment schedule ending in 2026. The Company repaid $0.1 million on this facility during 2024.

Previous wording

As part of the Concept Pet acquisition, the Company assumed $1.9 million in long-term debt, recorded at fair value, consisting of two terms loans, one that matures in 2025 and one that matures in 2027. Both loans have annual payments and carry a variable interest rate. The Company did not make repayments on these loans during the first quarter of 2024.

Current wording

As part of the Concept Pet acquisition, the Company assumed $1.9 million in long-term debt, recorded at fair value, consisting of two terms loans, one that matures in 2025 and one that matures in 2027. Both loans have annual payments and carry a variable interest rate. The Company repaid $0.1 million on these loans during 2024.

Previous wording

As of March 31, 2024, the Company had $25.3 million in uncommitted short-term bank credit lines, of which $0.7 million were in use. The credit lines are primarily outside the U.S. and are generally one year in term at competitive market rates at large, well-established institutions. The Company typically uses its available credit lines to fund working capital requirements or local capital spending needs. We anticipate that capital expenditures for 2024 should be between $90 million and $100 million, principally related to opportunities to improve our operations and meet our strategic growth objectives.

Current wording

As of June 30, 2024, the Company had $25.2 million in uncommitted short-term bank credit lines, of which none were in use. The credit lines are primarily outside the U.S. and are generally one year in term at competitive market rates at large, well-established institutions. The Company typically uses its available credit lines to fund working capital requirements or local capital spending needs.

Previous wording

On October 18, 2023, the Company’s Board of Directors authorized the Company’s management to repurchase, at its discretion, up to $75 million of the Company’s shares over a one-year period. As of March 31, 2024, 443,775 shares have been repurchased under this program for $29.2 million, or an average price of approximately $65.76 per share.

Current wording

On October 18, 2023, the Company’s Board of Directors authorized the Company’s management to repurchase, at its discretion, up to $75 million of the Company’s shares over a one-year period. As of June 30, 2024, 692,422 shares have been repurchased under this program for $48.8 million, or an average price of approximately $70.48 per share.

Previous wording

The Company is required to make future payments under various contracts, including debt agreements and lease agreements. The Company also has commitments to fund its pension plans and provide payments for other postretirement benefit plans. During the three months ended March 31, 2024, there were no material changes in the Company’s contractual obligations.

Current wording

The Company is required to make future payments under various contracts, including debt agreements and lease agreements. The Company also has commitments to fund its pension plans and provide payments for other postretirement benefit plans. During the six months ended June 30, 2024, there were no material changes in the Company’s contractual obligations.

Previous wording

The Company and certain of the Company’s subsidiaries are among numerous defendants in over five hundred cases seeking damages for alleged exposure to asbestos-contaminated talc products sold by the Company’s subsidiary BMI. The Company’s position is that these cases are meritless and all talc products sold by BMI are safe. On October 2, 2023 (the “Petition Date”), notwithstanding the Company’s confidence in the safety of BMI’s talc products, Barretts, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Cases”) to address and comprehensively resolve BMI’s liabilities associated with talc. Minerals Technologies Inc. and the Company’s other subsidiaries were not included in the Chapter 11 filing. In the first quarter of 2024, BMI entered into an agreement to sell its talc assets under section 363 of the U.S. Bankruptcy Code. The sale is expected to close in the second quarter of 2024. Proceeds of the sale will be used to fund the Chapter 11 Cases. Barretts’ ultimate goal in the Chapter 11 Cases is to confirm a plan of reorganization under Section 524(g) of the U.S. Bankruptcy Code and utilize this provision to establish a trust that will address all current and future talc-related claims. During the pendency of the Chapter 11 Cases, the Company anticipates that BMI will benefit from the operation of the automatic stay, which stays ongoing litigation in connection with talc-related claims against Barretts. In addition, subject to certain exceptions, the filing or continued prosecution of all talc-related claims against Barretts’ non-debtor affiliates is temporarily stayed through May 13, 2024 (subject to further extensions), the date on which a hearing is scheduled on the status of the Chapter 11 Cases. Barretts has been deconsolidated from the Company’s financial statements since the Petition Date. Although the Chapter 11 Cases are progressing, it is not possible to predict the form of any ultimate resolution or when an ultimate resolution might occur at this time. Accordingly, the amount that will be necessary to fully and finally resolve all of BMI’s current and future talc-related claims in connection with a confirmed Chapter 11 plan of reorganization cannot be estimated with certainty at this time. See Note 12 to the condensed consolidated financial statements included in this report for more information.

Current wording

The Company and certain of the Company’s subsidiaries are among numerous defendants in over six hundred cases seeking damages for alleged exposure to asbestos-contaminated talc products sold by the Company’s subsidiary Oldco. The Company’s position is that these cases are meritless and all talc products sold by Oldco are safe. On October 2, 2023 (the “Petition Date”), notwithstanding the Company’s confidence in the safety of Oldco’s talc products, the Chapter 11 Debtors filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Cases”) to address and comprehensively resolve Oldco’s liabilities associated with talc. Minerals Technologies Inc. and the Company’s other subsidiaries were not included in the Chapter 11 filing. In the second quarter of 2024, Oldco sold its talc assets under section 363 of the U.S. Bankruptcy Code. In addition, in the second quarter of 2024, the Company entered into the DIP Credit Agreement. The DIP Credit Agreement provides for a delayed draw term loan facility pursuant to which Oldco may borrow funds from the Company up to a maximum aggregate principal amount of $30 million (plus amounts in respect of accrued interest capitalized thereon). The Company recorded a provision for credit loss of $30 million in connection with the DIP Credit Agreement in the second quarter of 2024. Proceeds of the sale of Oldco's talc assets, as well as the funds drawn by Oldco under the DIP Credit Agreement, will be used to fund the Chapter 11 Cases. The Chapter 11 Debtors' ultimate goal in the Chapter 11 Cases is to confirm a plan of reorganization under Section 524(g) of the U.S. Bankruptcy Code and utilize this provision of the Bankruptcy Code to establish a trust that will address all current and future talc-related claims. During the pendency of the Chapter 11 Cases, the Company anticipates that the Chapter 11 Debtors will benefit from the operation of the automatic stay, which stays ongoing litigation in connection with talc-related claims against Oldco. In addition, subject to certain exceptions, the filing or continued prosecution of all talc-related claims against Oldco’s non-debtor affiliates is temporarily stayed through August 21, 2024 (subject to further extensions), the date on which a hearing is scheduled on the status of the Chapter 11 Cases. The Chapter 11 Debtors have been deconsolidated from the Company’s financial statements since the Petition Date. Although the Chapter 11 Cases are progressing, it is not possible to predict the form of any ultimate resolution or when an ultimate resolution might occur at this time. Accordingly, the amount that will be necessary to fully and finally resolve all of the Chapter 11 Debtors' current and future talc-related claims in connection with a confirmed Chapter 11 plan of reorganization cannot be estimated with certainty at this time. See Note 13 to the Condensed Consolidat…

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Previous wording

Forward-looking statements are necessarily based on assumptions, estimates and limited information available at the time they are made. A broad variety of risks and uncertainties, both known and unknown, as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts in these statements. Many of these risks and uncertainties are difficult to predict or are beyond the Company’s control. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Significant factors that could affect the expectations and forecasts include worldwide general economic, business, and industry conditions; the cyclicality of our customers’ businesses and their changing regional demands; our ability to compete in very competitive industries; consolidation in customer industries, principally paper, foundry and steel; our ability to renew or extend long term sales contracts for our satellite operations; our ability to generate cash to service our debt; our ability to comply with the covenants in the agreements governing our debt; our ability to effectively achieve and implement our growth initiatives or consummate the transactions described in the statements; our ability to successfully develop new products; our ability to defend our intellectual property; the increased risks of doing business abroad; the availability of raw materials and access to ore reserves at our mining operations, or increases in costs of raw materials, energy, or shipping; compliance with or changes to regulation in the areas of environmental, health and safety, and tax; risks and uncertainties related to the voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code filed by our subsidiaries Barretts Minerals Inc. and Barretts Ventures Texas LLC; claims for legal, environmental and tax matters or product stewardship issues; operating risks and capacity limitations affecting our production facilities; seasonality of some of our businesses; cybersecurity and other threats relating to our information technology systems; and other risk factors set forth under “Item 1A — Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and in Exhibit 99 to this Quarterly Report on Form 10-Q.

Current wording

Forward-looking statements are necessarily based on assumptions, estimates and limited information available at the time they are made. A broad variety of risks and uncertainties, both known and unknown, as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts in these statements. Many of these risks and uncertainties are difficult to predict or are beyond the Company’s control. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Significant factors that could affect the expectations and forecasts include worldwide general economic, business, and industry conditions; the cyclicality of our customers’ businesses and their changing regional demands; our ability to compete in very competitive industries; consolidation in customer industries, principally paper, foundry and steel; our ability to renew or extend long term sales contracts for our satellite operations; our ability to generate cash to service our debt; our ability to comply with the covenants in the agreements governing our debt; our ability to effectively achieve and implement our growth initiatives or consummate the transactions described in the statements; our ability to successfully develop new products; our ability to defend our intellectual property; the increased risks of doing business abroad; the availability of raw materials and access to ore reserves at our mining operations, or increases in costs of raw materials, energy, or shipping; compliance with or changes to regulation in the areas of environmental, health and safety, and tax; risks and uncertainties related to the voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code filed by our subsidiaries BMI Oldco Inc. (f/k/a Barretts Minerals Inc.) and Barretts Ventures Texas LLC; claims for legal, environmental and tax matters or product stewardship issues; operating risks and capacity limitations affecting our production facilities; seasonality of some of our businesses; cybersecurity and other threats relating to our information technology systems; and other risk factors set forth under “Item 1A — Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and in Exhibit 99 to this Quarterly Report on Form 10-Q.