MINERALS TECHNOLOGIES INC

Previous wording

Our consolidated sales for the third quarter of 2024 were $524.7 million, a decrease of 4% as compared with $547.8 million in the prior year. Income (loss) from operations was $76.6 million, as compared with $(7.9) million in the prior year. Included in income from operations for the third quarter of 2024 was $2.6 million of litigation expenses incurred in connection with the bankruptcy of the Company's subsidiaries, BMI Oldco Inc. (f/k/a Barretts Minerals Inc.) ("Oldco") and Barretts Ventures Texas LLC ("BVT" and together with Oldco, the "Chapter 11 Debtors"). Included in loss from operations for the third quarter of 2023 was a non-cash impairment charge of $71.7 million for Oldco's fixed assets and $12.9 million of litigation expenses in connection with Oldco's bankruptcy filing and by Oldco to defend against and restore its reserve for claims associated with certain talc products.

Current wording

Our consolidated sales for the first quarter of 2025 were $491.8 million, a decrease of 8% as compared with $534.5 million in the prior year. Loss from operations was $160.1 million, as compared with income of $75.2 million in the prior year. In the first quarter of 2025, the Company recorded a provision to establish a reserve of $215 million for estimated costs to fund a trust to resolve all current and future talc-related claims for alleged exposure to asbestos-contaminated talc products sold by the Company's subsidiary BMI Oldco Inc. (f/k/a Barretts Minerals Inc.) ("Oldco") as well as fund the bankruptcy of the Company's subsidiaries, Oldco and Barretts Ventures Texas LLC ("BVT" and together with Oldco, the "Chapter 11 Debtors"), and related litigation costs. In the first quarter, the Company also initiated a cost savings program and recorded a charge of $5.5 million for severance and other related costs. Additionally, included in income (loss) from operations for the first quarter of 2025 and 2024 was $2.8 million and $2.1 million, respectively of litigation expenses incurred in connection with the bankruptcy of Oldco.

Previous wording

Net income (loss) was $46.7 million, as compared to $(19.2) million in the third quarter of 2023. Diluted earnings (loss) in the third quarter ended September 29, 2024 were $1.45 per share, as compared with $(0.59) per share in the third quarter of 2023.

Current wording

Net loss in the first quarter of 2025 was $144.0 million, as compared to income of $46.7 million in the first quarter of 2024. Diluted loss in the first quarter ended March 30, 2025 was $4.51 per share, as compared with earnings of $1.44 per share in the first quarter of 2024.

Previous wording

Our balance sheet continues to be strong. Cash, cash equivalents and short-term investments were $324.5 million as of September 29, 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 $312.2 million as of March 30, 2025 and the Company had more than $650 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

The Company will also continue to focus on innovation and new product development and other opportunities for sales growth from our existing businesses in 2024, as follows:

Current wording

The Company will continue to focus on innovation and new product development and other opportunities for sales growth in 2025 from its existing businesses, as follows:

Previous wording

Three months ended September 29, 2024 as compared with three months ended October 1, 2023

Current wording

Three-month period ended March 30, 2025 as compared with three-month period ended March 31, 2024

Previous wording

Net sales in the United States were $268.3 million in the third quarter of 2024, as compared to $291.6 million in the prior year, a decrease of 8%. International sales increased slightly to $256.4 million from $256.2 million in the prior year.

Current wording

Net sales in the United States were $262.4 million in the first quarter of 2025, as compared to $275.1 million in the prior year, a decrease of 5%. International sales decreased to $229.4 million from $259.4 million in the prior year.

Previous wording

Cost of sales was $389.5 million and represented 74.2% of sales for the three month period ended September 29, 2024, as compared with $414.7 million and 75.7% of sales in the prior year. Production margin increased from 24.3% of sales in the prior year to 25.8% of sales in the third quarter of 2024. This increase was primarily due to price and cost management as well as productivity improvements.

Current wording

Cost of sales was $372.2 million and represented 75.7% of sales for the three-month period ended March 30, 2025, as compared with $398.6 million and 74.6% of sales in the prior year. Production margin decreased from 25.4% of sales in the prior year to 24.3% of sales in the first quarter of 2025.

Previous wording

Marketing and administrative costs were $50.1 million and 9.5% of sales for the three months ended September 29, 2024, as compared to $50.9 million and 9.3% of sales in the prior year.

Current wording

Marketing and administrative costs were $50.6 million and 10.3% of sales for the three-month period ended March 30, 2025, as compared to $53.0 million and 9.9% of sales in the prior year.

Previous wording

Research and development expenses were $5.9 million and represented 1.1% of sales for the three months ended September 29, 2024, as compared with $5.2 million and 0.9% of sales in the prior year.

Current wording

Research and development expenses were $5.8 million and represented 1.2% of sales for the three-month period ended March 30, 2025, as compared with $5.6 million and 1.0% of sales in the prior year.

Previous wording

In the third quarter of 2024, non-operating deductions were $17.1 million, as compared with $14.7 million in the prior year. Included in other non-operating deductions in the third quarter of 2024 was net interest expense of $14.0 million, as compared to $15.3 million in the third quarter of the prior year.

Current wording

In the first quarter of 2025, non-operating deductions were $16.2 million, as compared with $15.1 million in the prior year. Included in other non-operating deductions in the first quarter of 2025 was net interest expense of $14.2 million, as compared to $14.9 million in the first quarter of the prior year.

Previous wording

Provision for taxes on income was $13.7 million, as compared to a tax benefit of $(3.5) million in the prior year. The effective tax rate was 23.0%, as compared with a tax benefit in the prior year. The higher tax rate was primarily due to the benefit recorded on the non-cash impairment of assets in the prior year.

Current wording

Benefit for taxes on loss was $32.1 million for the three-month period ended March 30, 2025, as compared with a provision of $13.9 million in the prior year. The effective tax rate was 18.2% for the three-month period ended March 30, 2025, as compared with 23.1% in the prior ended March 31, 2024. The rate was primarily lower due to the provision for litigation reserve recorded in the first quarter of 2025.

Previous wording

Net sales in the Engineered Solutions segment decreased 5% to $244.4 million from $256.6 million in the prior year. High-Temperature Technologies sales decreased 1% to $174.8 million, as compared with $177.4 million in the prior year due to softer demand in some industrial end markets. Environmental & Infrastructure sales decreased 12% to $69.6 million, as compared with $79.2 million in the prior year due to continued weakness in commercial construction markets and large-scale environmental project activity.

Current wording

Net sales in the Engineered Solutions segment decreased 6% to $223.5 million from $237.6 million in the prior year. Foreign exchange had an unfavorable impact of approximately 1%. High-Temperature Technologies sales decreased 4% to $169.4 million, as compared with $177.3 million in the prior year as soft demand conditions in some industrial end markets persisted in the first quarter. Environmental & Infrastructure sales decreased 10% to $54.1 million, as compared with $60.3 million in the prior year as continued stability in environmental and construction projects were offset by lower sales in offshore water filtration and services.

Previous wording

Cash provided from operations during the nine months ended September 29, 2024, was approximately $166.0 million. Cash flows provided from operations during the first nine 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.

Current wording

Cash used in operations during the three-month period ended March 30, 2025, was approximately $4.4 million. Cash flows from operations during the first quarter of 2025 were principally used to fund capital expenditures, repurchase shares, and to pay the Company’s dividend to common shareholders. The aggregate maturities of long-term debt are as follows: remainder of 2025 - $6.5 million; 2026 - $6.4 million; 2027 - $6.0 million; 2028 - $405.8 million; 2029 - $5.7 million; thereafter - $546.3 million.

Previous wording

On August 11, 2022, the Company entered into a Refinancing Facility Agreement (the “Amendment”) to amend the Company’s previous credit agreement (the “Previous Credit Agreement”; the previous credit agreement, as amended by the Amendment, being the “Amended Credit Agreement”). The Amendment provides for, among other things, a new senior secured revolving credit facility with aggregate commitments of $300 million (the “Revolving Facility”), a portion of which may be used for the issuance of letters of credit and swingline loans, and a new senior secured term loan facility with aggregate commitments of $550 million (the “Term Loan Facility” and, together with the Revolving Facility, the “Senior Secured Credit Facilities”). The Revolving Facility and the Term Loan Facility replace the facilities under the Previous Credit Agreement, which provided for, among other things, a $788 million senior secured floating rate term loan facility and a $300 million senior secured revolving credit facility. The maturity date for loans under the Senior Secured Credit Facilities is August 11, 2027.

Current wording

On November 26, 2024, the Company, entered into a Refinancing Facility Agreement and Incremental Facility Amendment (the “Amendment”) to amend the Company's previous credit agreement (the "Previous Credit Agreement; the previous credit agreement, as amended by the Amendment, being the "Amended Credit Agreement"). The Amendment provides for, among other things, a new senior secured revolving credit facility with aggregate commitments of $400 million (the “Revolving Facility”), a portion of which may be used for the issuance of letters of credit and swingline loans, and a new senior secured term loan facility with aggregate commitments of $575 million (the “Term Loan Facility” and, together with the Revolving Facility, the "Senior Secured Credit Facilities"). The Revolving Facility and the Term Loan Facility replace the facilities under the Previous Credit Agreement, which provided for, among other things, a $550 million senior secured term loan facility and a $300 million senior secured revolving credit facility. The maturity date for loans and commitments under the Revolving Facility is November 26, 2029, and the maturity date for loans under the Term Loan Facility is November 26, 2031; provided that the maturity dates of the Revolving Facility and the Term Loan Facility will be adjusted to the date that is 91 days prior to the stated maturity date of the Company’s 5.0% Senior Notes due 2028 (the “Notes”) unless, prior to the date that is 91 days prior to the stated maturity date of the Notes, all amounts in excess of $50 million of the Notes have been either (a) refinanced with indebtedness permitted under the Amended Credit Agreement maturing later than 90 days after the scheduled maturity date of the Revolving Facility or of the Term Loan Facility, as applicable, or (b) repaid, discharged or repaid (other than with the proceeds of any indebtedness maturing earlier than 91 days after the scheduled maturity date of the Revolving Facility or of the Term Loan Facility, as applicable). Loans under the Term Loan Facility amortize at a rate equal to 1.00% per annum, payable in equal quarterly instalments, and were issued with original issue discount at 99.875% of par.

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 Oldco and BVT were removed as borrowers under, and Guarantors of, the Senior Secured Credit Facilities.

Current wording

Loans under the Revolving Facility will bear interest at a rate equal to (a) for loans denominated in U.S. dollars, at the election of the Company, Term SOFR plus an applicable margin equal to 1.375% per annum or a base rate plus an applicable margin equal to 0.375% per annum, (b) for loans denominated in Euros, adjusted EURIBOR plus an applicable margin equal to 1.375% per annum and (c) for loans denominated in Pounds Sterling, SONIA plus an applicable margin equal to 1.375% per annum, subject in each case to (i) an increase of 37.5 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, (ii) an increase of 12.5 basis points in the event that, and for so long as, the Net Leverage Ratio is less than 3.00 to 1.00 and greater than or equal to 2.00 to 1.00 as of the last day of the preceding fiscal quarter and (iii) a decrease of 12.5 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. Loans under the Term Loan Facility will bear interest at a rate equal to, at the election of the Company, Term SOFR plus an applicable margin equal to 2.00% per annum or a base rate plus an applicable margin equal to 1.00% per annum. The Company will pay certain fees under the Amended Credit Agreement, including (a) a commitment fee of 0.175% per annum on the undrawn portion of the Revolving Facility (subject to a step-ups to 0.300% and 0.250% and a step-down to 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.

Previous wording

As of September 29, 2024, there were $60.0 million in loans and $9.2 million in letters of credit outstanding under the Revolving Facility.

Current wording

As of March 30, 2025, there were $19.0 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 Oldco and BVT were removed as guarantors of the Notes.

Current wording

On June 30, 2020, the Company issued $400 million aggregate principal amount of 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.

Previous wording

The Amended Credit Agreement and the Indenture both contain certain customary affirmative and negative covenants that limit or restrict the ability of the Company and its restricted subsidiaries to enter into certain transactions or take certain actions, as well as customary events of default. In addition, the Amended Credit Agreement contains financial covenants that require the Company to maintain, as of the last day of any fiscal quarter, (x) a maximum net leverage ratio (as defined in the Amended Credit Agreement) of 4.00 to 1.00 for the four fiscal quarter period preceding such day (subject to an increase to 5.00 to 1.00 for four quarters in connection with certain significant acquisitions) and (y) a minimum interest coverage ratio (as defined in the Amended Credit Agreement) of 3.00 to 1.00. The Company is in compliance with all the covenants contained in the Amended Credit Agreement throughout the period covered by this report.

Current wording

The Amended Credit Agreement and the Indenture both contain certain customary affirmative and negative covenants that limit or restrict the ability of the Company and its restricted subsidiaries to enter into certain transactions or take certain actions, as well as customary events of default. In addition, the Amended Credit Agreement contains a financial covenant that requires the Company to maintain a maximum Net Leverage Ratio of 4.00 to 1.00 for each four fiscal quarter period (subject to an increase to 5.00 to 1.00 for four quarters in connection with certain significant acquisitions).

Previous wording

The Company has a committed loan facility in Japan. As of September 29, 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.

Current wording

The Company has a committed loan facility in Japan. As of March 30, 2025, $0.9 million was outstanding under this loan facility. Principal will be repaid in accordance with the payment schedule ending in 2026. The Company did not make repayments on this loan during the first quarter of 2025.

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 repaid $0.1 million on these loans during 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 did not make repayments on these loans during the first quarter of 2025.

Previous wording

As of September 29, 2024, the Company had $25.5 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.

Current wording

As of March 30, 2025, the Company had $18.3 million in uncommitted short-term bank credit lines, of which $0.7 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

We anticipate that capital expenditures for 2024 should be about $90 million, principally related to opportunities to improve our operations and meet our strategic growth objectives.

Current wording

We anticipate that capital expenditures for 2025 should be approximately $90 million, principally related to opportunities to improve our operations and meet our strategic growth objectives. We expect to meet our other long-term financing requirements from internally generated funds and committed and uncommitted bank credit lines.

Previous wording

In the second quarter of 2023, the Company entered into a new floating to fixed interest rate swap for a notional amount of $150 million. The fair value of this instrument at September 29, 2024 is a liability of $0.9 million.

Current wording

In the second quarter of 2023, the Company entered into a new floating to fixed interest rate swap for a notional amount of $150 million. The fair value of this instrument at March 30, 2025 is a liability less than $0.1 million.

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 September 29, 2024, 990,510 shares have been repurchased under this program for $71.6 million, or an average price of approximately $72.30 per share. This program has been completed in October 2024.

Current wording

On October 16, 2024, the Company's Board of Directors authorized the Company's management to repurchase, at its discretion, up to $200 million of the Company's shares. As of March 30, 2025, 199,138 shares have been repurchased under this program for $14.3 million, or an average price of approximately $71.75 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 nine months ended September 29, 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 three-month period ended March 30, 2025, 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 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 a Debtor-in-Possession Credit Agreement with Oldco (the "DIP Credit Agreement") and recorded a provision for credit loss of $30 million for the maximum principal amount under such DIP Credit Agreement. 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. In January 2024, the Chapter 11 Debtors and Minerals Technologies Inc. commenced a court-approved mediation process with the Official Committee of Unsecured Creditors (appointed in the Chapter 11 Cases as the representative of current talc claimants) and the Future Claimants Representative (appointed in the Chapter 11 Cases as the representative of future talc claimants) regarding the terms of a potential consensual plan of reorganization and the ultimate amount to be contributed to any trust. The mediation process is ongoing, and was recently extended through December 11, 2024 (subject to further extensions). 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 December 11, 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 t…

Excerpt shortened here; the source contains the full paragraph.

Current wording

The Company and certain of the Company’s subsidiaries are among numerous defendants in over seven 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.

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 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.

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 including with respect to changes in tariffs; 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, 2024, and in Exhibit 99 to this Quarterly Report on Form 10-Q.

Previous wording

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The new standard is effective for annual periods beginning after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s financial statements.

Current wording

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The new standard is effective for interim and annual periods beginning on or after December 15, 2024. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements but will result in disaggregation of the Company's tax footnote.